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Exhibit 10.2.2
SECOND AMENDMENT TO THE
TAX SHARING AGREEMENT
This Second Amendment of the Tax Sharing Agreement dated March 4, 1997 (the
"Agreement") is entered into by and between Nationwide Mutual Insurance Company,
an Ohio mutual company ("Nationwide") and any corporation that is, or may
hereafter be, a subsidiary of Nationwide and become a party hereto as
contemplated by Section 8 of the Agreement (collectively, the "Subsidiaries").
WHEREAS, Nationwide and the Subsidiaries did enter into the Agreement on March
4, 1997, and amended the Agreement on December 15, 1997, with the intent to
define the method for allocating the tax liability of the Group, as that term is
defined in the Agreement; and
WHEREAS, Nationwide and the Subsidiaries wish to further amend the Agreement,
effective as of the effective date of the Agreement;
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 4 of the Agreement is hereby amended and restated to read:
Section 4. PAYMENT OF TAX LIABILITY. For each Tax Year, each
Subsidiary will pay to Nationwide an amount equal to the federal income
tax liability attributable to such Subsidiary for such Tax Year within
sixty (60) days following the filing of the consolidated federal income
tax return of the Group.
2. The final sentence of the first paragraph of Section 5 is amended and
restated to read:
Estimated payments will be made by the Subsidiary to Nationwide within
ninety (90) days of the due date of the corresponding estimated
payments by Nationwide, even if no such payment by Nationwide is
required at that time.
3. Section 6 is amended and restated to read:
Section 6. REFUNDS. If, on the basis of the computation made
by Nationwide in accordance with Section 4 hereof, any Subsidiary is
entitled to a federal income tax refund taking into account all facts
in existence at the time of such determination, but excluding any tax
attributes of the Subsidiary which have been utilized by the Group and
for which the Subsidiary has been previously compensated, Nationwide
shall pay such Subsidiary the amount of the federal income tax refund
within ninety (90) days following the filing of the consolidated
federal income tax return of the
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Group.
4. The second sentence of Section 7 is amended and restated to read:
Payments shall be made within ninety (90) days of any
corresponding payments to the Internal Revenue Service or the receipt
of any refund from the Internal Revenue Service.
5. A new Section 14 is added to read:
Section 14. RECORD RETENTION. Nationwide will retain copies of
all tax returns, related schedules and work papers, and all material
records and other documents in connection with the provisions of this
Agreement until the expiration of the statute of limitations (including
extensions) for the taxable years to which such tax returns and other
documents relate and until the final determination of any payments
which may be required in respect of such years under this Agreement.
Each Subsidiary also shall retain copies of all such tax returns and
other documents as may be required by applicable laws and regulations.
In all other respects, the Agreement is hereby ratified and affirmed by the
parties hereto. This Amendment may be executed in any number of counterparts all
of which shall be considered one original.
IN WITNESS WHEREOF, the parties hereto have caused this Tax Sharing Agreement to
be duly executed and delivered as of October 1, 1998.
NATIONWIDE MUTUAL INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
AFFILIATE AGENCY, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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AFFILIATE AGENCY OF OHIO, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
THE BEAK AND WIRE CORPORATION
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
CALIFORNIA CASH MANAGEMENT COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
COLONIAL INSURANCE COMPANY OF WISCONSIN
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF
ALABAMA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF
OHIO, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF
OKLAHOMA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF
TEXAS, INC.
By:__________________________________
Xxxxxx X. Xxxxxx
President
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FINANCIAL HORIZONS SECURITIES CORP.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
GATES, XXXXXXXX & COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
GATES, XXXXXXXX & COMPANY OF NEVADA
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
GATES, XXXXXXXX & COMPANY OF NEW YORK, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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GATESMCDONALD HEALTH PLUS, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
INSURANCE INTERMEDIARIES, INC.
By:__________________________________
R. Xxx Xxxxxx
President
LANDMARK FINANCIAL SERVICES OF NEW YORK, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
LONE STAR GENERAL AGENCY, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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MRM INVESTMENTS, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NWE, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONAL CASUALTY COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONAL PREMIUM & BENEFIT ADMINISTRATION COMPANY
By:__________________________________
Xxxxxx X. XxXxxxxxx
Executive Vice President-Law and Corporate
Services and Secretary
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NATIONWIDE ADVISORY SERVICES, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE AGENCY, INC.
By:__________________________________
Xxxxxx X. XxXxxxxxx
Secretary
NATIONWIDE AGRIBUSINESS INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE CASH MANAGEMENT COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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NATIONWIDE COMMUNITY URBAN REDEVELOPMENT
CORPORATION
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE CORPORATION
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE FINANCIAL INSTITUTIONS DISTRIBUTORS
AGENCY, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE FINANCIAL SERVICES, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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NATIONWIDE GENERAL INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE HMO, INC.
By:__________________________________
Xxxxxx X. XxXxxxxxx
Secretary
NATIONWIDE INDEMNITY COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE INVESTMENT SERVICES CORPORATION
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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NATIONWIDE INVESTORS SERVICES, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE LIFE INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NATIONWIDE MANAGEMENT SYSTEMS, INC.
By:__________________________________
Xxxxxx X. XxXxxxxxx
Secretary
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NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES OF ALABAMA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES OF ARIZONA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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NEA VALUEBUILDER INVESTOR SERVICES OF MONTANA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES OF NEVADA, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES OF OHIO, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER INVESTOR SERVICES OF OKLAHOMA,
INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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NEA VALUEBUILDER INVESTOR SERVICES OF TEXAS, INC.
By:__________________________________
Xxxxxx X. Xxxxxx
President
NEA VALUEBUILDER INVESTOR SERVICES OF WYOMING, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
NEA VALUEBUILDER SERVICES INSURANCE AGENCY, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
PEBSCO OF MASSACHUSETTS INSURANCE AGENCY, INC.
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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PEBSCO OF TEXAS, INC.
By:__________________________________
Xxxxxx X. Xxxxxx
President
PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION
OF ALABAMA
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF
ARKANSAS
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF
MONTANA
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF
NEW MEXICO
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
SCOTTSDALE INDEMNITY COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
SCOTTSDALE INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
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SCOTTSDALE SURPLUS LINES INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel
TIG COUNTRYWIDE INSURANCE COMPANY
By:__________________________________
W. Xxxxxx Xxxxx
Senior Vice President and General Counsel