AMENDMENT TO
TAX SHARING AGREEMENT
Life-Nonlife
This Amendment to Tax Sharing Agreement--Life-Nonlife (the "Amendment")
is made as of December 31, 1999.
Xxxxxxx International Corporation, a Missouri corporation Xxxxxxx Life,
Inc., a Missouri corporation Xxxxxxx Services, Inc., a Missouri
corporation Assured Leasing Corporation, a Missouri corporation 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 Lufkin REO, Inc., a
Texas corporation NAP Partners, Inc., a Texas 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
Premium Financing Specialists of Iowa, Inc., an Iowa corporation XXXXX,
Inc., a Delaware corporation The College Life Insurance Company of
America, a Texas corporation ("College Life") United Fidelity Life
Insurance Company, a Texas corporation collectively, the foregoing are
referred to herein as the "Existing Parties"), and
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 parties wish to amend the Agreement so that Xxxxxxx
Retirement Services, Inc., a Missouri corporation wholly owned by College
Insurance Group, Inc. ("ARS"), CAPCO Holdings, L.C., a Missouri limited
liability company wholly owned by Financial Holding Corporation ("CAPCO"), GSSW
LM, Inc., a Missouri corporation wholly owned by Great Southern ("GSSW LM"),
GSSW WR, Inc., a Missouri Corporation wholly owned by Great Southern ("GSSW
LR"), and GSSW WWA, Inc., a Missouri corporation wholly owned by Great Southern
"(GSSW WWA"), will become parties;
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 ARS, XXXXX, XXXX XX, XXXX WR, and GSSW WWA, and
that each of ARS, GSSW LM, GSSW WR, and GSSW WWA, shall
henceforth enjoy all rights of a "Subsidiary" under the
Agreement; and
(b) by their respective execution and delivery of this Amendment,
each of ARS, XXXXX, XXXX XX, XXXX WR, and GSSW WWA, agrees to
be bound by the terms of the Agreement as a "Subsidiary"; and
WHEREAS, Pension Consultants & Administrators, Inc. (merged into
Annuity Service Corporation - now known as Pension Consultants and
Administrators, Inc.), Cidat Aviation, Inc., Lufkin REO, Inc., and The Victory
Life Insurance Company have all ceased to exist due to their merger into other
subsidiaries party hereto or by virtue of their liquidation and dissolution
during 1998 and 1999 and therefore such entities will cease to be parties hereto
after the tax year 1999, and therefore, effective with the filing of the 2000
tax returns and any amendments thereto, the aforementioned companies shall cease
to be considered as parties, and
Except as herein amended, the Agreement shall remain in full force and
effect without change.
IN WITNESS WHEREOF, the Existing Parties and ARS, GSSW LM, GSSW WR and
GSSW WWA have executed this Amendment as of the date first above written.
XXXXXXX INTERNATIONAL XXXXXXX LIFE, INC.
CORPORATION
By__________________________ By__________________________
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title Sr. VP and CFO Title Sr. VP and CFO
XXXXXXX RETIREMENT XXXXXXX SERVICES, INC.
SERVICES, INC.
By__________________________
By__________________________ Name: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title VP, Treasurer and CFO
Title Sr. VP and CFO
ASSURED LEASING CORPORATION COLLEGE INSURANCE GROUP, INC.
By__________________________ By__________________________
Name: Major W. Park, Jr. Name: Xxxx X. Xxxxxxx
Title Secretary Title Sr. VP and CFO
FINANCIAL HOLDING CORPORATION FIRST CONSULTING AND ADMINISTRATION,
INC.
By__________________________
Name: Xxxx X. Xxxxxxx By__________________________
Title VP, CFO and Treasurer Name: Xxxxxxxx X. Xxxxxx
Title Director, President and CEO
GREAT SOUTHERN LIFE GSSW LM, INC.
INSURANCE COMPANY
By__________________________
By__________________________ Name: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title VP, Treasurer and CFO
Title Sr. VP and CFO
GSSW WR, INC. GSSW WWA, INC.
By__________________________ By__________________________
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title VP, Treasurer and CFO Title VP, Treasurer and CFO
HANOVER FINANCIAL LANDMARK MORTGAGE COMPANY
CORPORATION
By__________________________ By__________________________
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title Director, President and Treasurer Title Director and President
NAP PARTNERS, INC. NATIONAL FARMERS UNION
LIFE INSURANCE COMPANY
By__________________________ By__________________________
Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxx
Title President, Secretary, Treasurer Title Sr. VP and CFO
PFS FINANCING
CORPORATION PFS HOLDING COMPANY
By__________________________ By__________________________
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title Director, President Title Director and Vice President
PREMIUM FINANCING PREMIUM FINANCING
SPECIALISTS OF CALIFORNIA, INC. SPECIALISTS, INC.
By__________________________ By__________________________
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxxx X. Xxxxxx
Title Director Title Vice President and Comptroller
PREMIUM FINANCING PENSION CONSULTANTS AND
SPECIALISTS OF IOWA, INC. ADMINISTRATORS INC.
By__________________________ By___________________________
Name: Xxxxxx X. Xxxxxxxxxxx Name: Xxxx X. Xxxxxxx
Title Director, President Title Sr VP, CFO and Treasurer
XXXXX, INC. THE COLLEGE LIFE
INSURANCE COMPANY
OF AMERICA
By__________________________
Name: Major W. Park, Jr. By__________________________
Title Secretary Name: Xxxx X. Xxxxxxx
Title Sr VP, CFO and Treasurer
UNITED FIDELITY LIFE CAPCO HOLDINGS, LC
INSURANCE COMPANY
By__________________________ By________________________
Name: Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx
Title Sr VP, CFO and Treasurer Title: Chief Officer and Manager