Exhibit 10.2(d)
AMENDMENT TO
TAX SHARING AGREEMENT
Life-Nonlife
This Amendment to Tax Sharing Agreement--Life-Nonlife (the "Amendment")
is made as of December 6, 2000, but effective as of January 1, 1998.
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")
GSSW LM, Inc., a Missouri corporation
GSSW WR, Inc. , a Missouri corporation
GSSW WWA Inc., a Missouri corporation
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
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
The Ohio State Life Insurance Company, a Texas corporation ("OSL")
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 OSL was inadvertently not included in prior amendments
following its affiliation with the Financial Holding Corporation (FHC) family of
companies, but it did participate in the consolidated tax returns of FHC as
required by law in the years 1998 and 1999, and
WHEREAS, the Existing Parties wish to amend the Agreement so that OSL
will become a party to the Agreement, and OSL desires to become a party to the
Agreement;
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 OSL, and that OSL shall enjoy all rights of a
"Subsidiary" under the Agreement; and
(b) by it execution and delivery of this Amendment, OSL agrees
to be bound by the terms of the Agreement as a "Subsidiary;" and
Except as herein amended, the Agreement shall remain in full force and effect
without change.
IN WITNESS WHEREOF, the Existing Parties and OSL have executed this
Amendment as of the date first above written.
XXXXXXX FINANCIAL SERVICES, INC. XXXXXXX INTERNATIONAL
CORPORATION
By__________________________ By__________________________
Name: Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxxx
Title President, Secretary, Treasurer Title Sr. VP and CFO
XXXXXXX LIFE, INC. XXXXXXX RETIREMENT
SERVICES, INC.
By__________________________ By__________________________
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__________________________ By__________________________
Name: Xxxx X. Xxxxxxx Name: Major W. Park, Jr.
Title VP, Treasurer and CFO Title Secretary
CAPCO HOLDINGS, LC COLLEGE INSURANCE GROUP, INC.
By________________________ By__________________________
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__________________________
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
CORPORATION COMPANY
By__________________________ By__________________________
Name: Xxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title Director, President and Treasurer Title Director and President
NATIONAL FARMERS UNION PENSION CONSULTANTS AND
LIFE INSURANCE COMPANY ADMINISTRATORS, INC.
By___________________________
By__________________________ Name: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title Sr VP, CFO and 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, INC. SPECIALISTS OF CALIFORNIA, INC.
By__________________________ By__________________________
Name: Xxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
Title Vice President and Comptroller Title Director
PREMIUM FINANCING XXXXX, INC.
SPECIALISTS OF IOWA, INC.
By__________________________ By__________________________
Name: Xxxxxx X. Xxxxxxxxxxx Name: Major W. Park, Jr.
Title Director, President Title Secretary
THE COLLEGE LIFE THE OHIO STATE LIFE
INSURANCE COMPANY INSURANCE COMPANY
OF AMERICA
By__________________________
By__________________________ Name: Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Title Sr VP, CFO and Treasurer
Title Sr VP, CFO and Treasurer
UNITED FIDELITY LIFE
INSURANCE COMPANY
By__________________________
Name: Xxxx X. Xxxxxxx
Title Sr VP, CFO and Treasurer
