TS Agmt. 12/2001
AMENDMENT TO
TAX SHARING AGREEMENT
Life-Nonlife
This Amendment to Tax Sharing Agreement--Life-Nonlife (the "Amendment")
is made as of December 1, 2001, but effective as of January 1, 2001.
Xxxxxxx Financial Life and Annuity Insurance Company (formerly
The College Life
Insurance Company of America), a Texas corporation
Xxxxxxx Financial Services, Inc. (formerly NAP Partners, Inc.),
a Texas corporation
Xxxxxxx International Corporation, a Missouri corporation
Xxxxxxx Life, Inc., a Missouri corporation
Xxxxxxx Retirements Services, Inc. a Missouri corporation
Xxxxxxx Services, Inc., a Missouri corporation
Assured Leasing Corporation, a Missouri corporation
CAPCO Holdings, L.C., a Missouri limited liability company
College Insurance Group, Inc., a Missouri corporation
Financial Holding Corporation, a Missouri corporation
First Consulting and Administration, Inc., a Missouri corporation
Great Southern Life Insurance Company, a Texas corporation ("Great
Southern")
Hanover Financial Corporation, a Missouri corporation
Landmark Mortgage Company, a Missouri corporation
National Farmers Union Life Insurance Company, a Texas corporation
Pension Consultants and Administrators, Inc.,
PFS Financing Corporation, a Missouri corporation
PFS Holding Company, a Missouri corporation
Premium Financing Specialists, Inc., a Missouri corporation
Premium Financing Specialists of California, Inc., a California
corporation
XXXXX, Inc., a Delaware corporation
United Fidelity Life Insurance Company, a Texas corporation
collectively, the foregoing are referred to herein as the "Existing Parties";
and
Premium Financing Specialists of the South, a Missouri corporation
("PFS-S")
WHEREAS, the Existing Parties entered into that certain Tax Sharing
Agreement --Life-Nonlife dated as of December 29, 1995, as amended (the
"Agreement"); and
WHEREAS, the Existing Parties wish to amend the Agreement so that PFS-S
will become a party to the Agreement, and PFS-S desires to become a party to the
Agreement; and
WHEREAS, the Existing Parties and PFS-S wish to amend the Agreement
in the manner set forth hereafter; and
WHEREAS, the Existing Parties and PFS-S wish to drop Premium Financing
Specialists of Iowa, GSSW LM, Inc., GSSW WR, Inc. and GSSW WWA, Inc. as parties
due to their actual or expected dissolution and liquidation during the year
2001; and
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, effective as of the date hereof:
(a) the Existing Parties agree that the Agreement is
hereby amended to apply to PFS-S, and that PFS-S
shall enjoy all rights of a "Subsidiary" under the
Agreement; and
(b) by it execution and delivery of this Amendment,
PFS-S agrees to be bound by the terms of the
Agreement as a "Subsidiary;" and
(c) Premium Financing Specialists of Iowa, Inc., GSSW LM,
Inc., GSSW WR, Inc., and GSSW WWA, Inc. shall cease
to be a party to this Agreement following the final
tax return including their respective activities; and
(d) Paragraph 10 of the Agreement is hereby amended
effective January 1, 2001 to read as follows:
"10. Payment for Taxes
a.) With respect to deferred intercompany
transactions incurred in 2001 or after,
payment will be made in the year the
gain or loss is included in, or reduces
taxable income on the consolidated tax
return.
b.) With respect to deferred intercompany
transactions incurred prior to 2001,
payment will be made in accordance with
the tax sharing agreement in effect on
the date of the original transaction."
Except as herein amended, the Agreement shall remain in full force and effect
without change.
IN WITNESS WHEREOF, the Existing Parties and PFS-S have executed this
Amendment as of the date first above written.
XXXXXXX FINANCIAL SERVICES, INC. XXXXXXX INTERNATIONAL
CORPORATION
By /s/ Xxxx Xxxxxx By /s/ Xxxx X. Xxxxxxx
--------------- -------------------
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title Assistant Secretary,
Assistant Treasurer Title Sr. VP and CFO
XXXXXXX LIFE, INC. XXXXXXX RETIREMENT
SERVICES, INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Jenksin
------------------- -------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title Sr. VP and CFO Title Sr. VP and CFO
XXXXXXX SERVICES, INC. ASSURED LEASING CORPORATION
By /s/ Xxxx X. Xxxxxxx By /s/ Major W. Park, Jr.
------------------- ----------------------
Name: Xxxx X. Xxxxxxx Name: Major W. Park, Jr.
Title VP, Treasurer and CFO Title Secretary
CAPCO HOLDINGS, LC COLLEGE INSURANCE GROUP, INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
------------------- -------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title: Chief Officer and Manager Title Sr. VP and CFO
FINANCIAL HOLDING CORPORATION FIRST CONSULTING AND
ADMINISTRATION, INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxxxxx X. Xxxxxx
------------------- ----------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxx
Title VP, CFO and Treasurer Title Director, President and CEO
GREAT SOUTHERN LIFE
INSURANCE COMPANY XXXXX, INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Major W. Park, Jr.
------------------- ----------------------
Name: Xxxx X. Xxxxxxx Name: Major W. Park, Jr.
Title Sr. VP and CFO Title Secretary
HANOVER FINANCIAL LANDMARK MORTGAGE
CORPORATION COMPANY
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxx
------------------- --------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxx
Title Director and Vice President Title Director and President
NATIONAL FARMERS UNION PENSION CONSULTANTS AND ADMINSTRATORS
LIFE INSURANCE COMPANY INC.
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
------------------- -------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title Sr. VP and CFO Title Sr VP, CFO and Treasurer
PFS FINANCING CORPORATION PFS HOLDING COMPANY
By /s/ Xxxxxx X. Xxxxxxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------- -------------------------
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title Director, President Title Director and Vice President
PREMIUM FINANCING PREMIUM FINANCING
SPECIALISTS, INC. SPECIALISTS OF CALIFORNIA, INC.
By /s/ Xxxxx X. Xxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
------------------- -------------------------
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title Vice President and Comptroller Title Director
XXXXXXX FINANCIAL LIFE AND THE OHIO STATE LIFE
ANNUITY INSURANCE COMPANY INSURANCE COMPANY
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxx X. Xxxxxxx
------------------- -------------------
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title Sr VP, CFO and Treasurer Title Sr VP, CFO and Treasurer
UNITED FIDELITY LIFE PREMIUM FINANCING SPECIALISTS OF
INSURANCE COMPANY THE SOUTH, INC
By /s/ Xxxx X. Xxxxxxx By /s/ Xxxxxx X. Xxxxxxxxxxx
------------------- -------------------------
Name: Xxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title Sr VP, CFO and Treasurer Title: Director
