Exhibit 10(g)
AGREEMENT FOR THE ALLOCATION OF FEDERAL, STATE
AND FOREIGN INCOME TAX LIABILITY AND BENEFITS AMONG
XXXXXX INTERNATIONAL CORPORATION AND ITS SUBSIDIARIES
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This Agreement, effective as of July 1, 1996, is made by and between Xxxxxx
International Corporation and its affiliates ("HIC Group"). Each affiliate and
its member designation ("Member") is set forth in Exhibit I.
1. GENERAL PURPOSE
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Each of the Members agrees that it shall adhere to the following policy with
respect to the annual allocation of the consolidated U.S. federal income,
aggregate state income and foreign tax liabilities or refunds of the Group, and
in the calculation of deferred income tax liability or assets under Statement of
Financial Accounting Standards ("SFAS") No. 109 (Accounting for Income Taxes).
2. DEFINITION
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For purposes of this Agreement, the term "tax provision and/or benefit" means
(1) the tax provision or benefit reported as such in the financial statements of
the applicable Member plus or minus (2) any additional net tax benefit or
expense reported or otherwise reflected elsewhere in such financial statements.
3. CALCULATION OF TAX
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I. HIC Group
The HIC Group is comprised of two Members: the HFI Member and the Non-HFI
Member. For the HIC Group, the total current and deferred tax provision and/or
benefit is equal to the sum of the total current and deferred tax provision
and/or benefit based on the filing of the following federal and state income tax
returns and foreign tax provision:
X. Xxxxxx International Corporation and Consolidated Subsidiaries tax
return; and
X. Xxxxxx International Group, Inc. and Consolidated Subsidiaries tax
return.
II. HFI Member
The total current and deferred tax provision and/or benefit of the HFI Member is
equal to the sum of the total current and deferred tax provision and/or benefit
of:
X. Xxxxxx Financial, Inc. and its 100%-owned subsidiaries ("HFI
Component"); and
X. Xxxxxx International Group, Inc. and its consolidated subsidiaries
("HIG Component").
III. Non-HFI Member
The total current and deferred tax provision and/or benefit of the Non-HFI
Member is equal to the total current and deferred tax provision and/or benefit
of the HIC Group less the total current and deferred tax provision and/or
benefit of the HFI Member.
4. CURRENT TAX PROVISION OF HFI MEMBER
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I. HFI Component
A. The HFI Component will determine its U.S. federal income tax provision
for regular or alternative minimum tax ("AMT") or refunds for any
period for which tax is computed as if it had filed a separate
consolidated U.S. federal income tax return.
B. The HFI Component will determine the aggregate state income tax
provision for regular or AMT or refunds for any period for which tax
is computed as if HFI and its 100%-owned subsidiaries and HIG and its
consolidated subsidiaries had filed separate single entity state
returns, combined state returns or consolidated state returns
(depending on the states' applicable laws)./1/
C. The foreign tax provision will be attributed to the HFI Component if
it bears the tax liability and any refund shall be attributed to the
HFI Component if it had originally been attributed the foreign tax
provision being refunded.
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/1/ Since the HIG Component files state tax returns only as a part of the
HFI Component, any state tax provision will be included in the
calculation of the HFI Component's state income tax provision.
II. HIG Component
A. The HIG Component will determine its U.S. federal income tax provision
for regular or alternative minimum tax ("AMT") or refunds for any
period for which tax is computed based on its own separate
consolidated U.S. federal tax return.
B. The foreign tax provision will be attributed to the HIG Component if
it bears the tax liability and any refund shall be attributed to the
HIG Component if it had originally been attributed the foreign tax
provision being refunded.
5. DEFERRED TAX PROVISION OR BENEFIT OF HFI MEMBER
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The deferred tax provision and benefit shall be computed in accordance with SFAS
No. 109 and allocated in the same manner as the current tax provision; that is,
the HIC Group's consolidated deferred tax provision or benefit for regular tax
or AMT shall be
allocated to the HFI Member as follows:
A. HFI Component:
1. As if the HFI Component had filed a consolidated U.S. federal
return on a separate basis; and
2. As if the HFI and its 100%-owned subsidiaries and HIG and its
consolidated subsidiaries had filed separate single entity state
returns, combined state reports or consolidated state returns
(depending on the states' applicable laws).
B. HIG Component:
1. Based on its own separate consolidated U.S. federal tax return.
6. ALLOCATION OF ADDITIONAL CURRENT TAX PROVISION
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If an additional HIC Group current tax provision is required due to a tax
assessment by the Internal Revenue Service or state departments of revenue, or
due to the filing of an amended return, such additional current provision shall
be allocated to the Members of the Group on the same basis as the current tax
provision is allocated.
7. PAYMENT OF CURRENT TAX PROVISION TO PARENT
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On or about last day of the each calendar quarter, the HFI Component will pay a
prorated estimate of its current year tax provision, if any, to its parent
(Xxxxxx International Corporation). If the total estimated current year tax
provision differs from the HFI Component's final tax provision (as determined
from the federal and state tax returns for Xxxxxx International Corporation and
Consolidated Subsidiaries filed in the subsequent year), then, as appropriate,
Xxxxxx International Corporation shall refund any overpayment to the HFI
Component or the HFI Component shall pay to Xxxxxx International Corporation any
deficiency.
8. INTRA-MEMBER ALLOCATION OF CURRENT & DEFERRED TAX PROVISION OR BENEFITS
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The intra-Member allocation of current and deferred federal, state and foreign
income tax provisions and benefits among the corporations and subsidiaries will
be consistent with the methodology described in Section 4 of this Agreement.
This Agreement between the parties amends and supersedes the prior Agreement
dated as of January 1, 1993 on the subject matter thereof and is effective as of
July 1, 1996.
IN WITNESS WHEREOF, each of the undersigned corporations has executed this
Agreement by an officer thereunto duly authorized.
XXXXXX FINANCIAL, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
XXXXXX INTERNATIONAL GROUP, INC.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
[signatures continued on following page]
XXXXXX INTERNATIONAL CORPORATION
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Senior Vice President
XXXXXX X. XXXXXX & COMPANY
By: /s/ Xxxxxx X. XxXxx
Name: Xxxxxx X. XxXxx
Title: Assistant Treasurer
XXXXXX ADVISORY CORPORATION
By: /s/ Xxxxxx X. XxXxx
Name: Xxxxxx X. XxXxx
Title: Assistant Treasurer
XXXXXX INVESTMENT CORPORATION
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President
XXXXXX DELAWARE HOLDINGS, INC.
By: /s/ Xxxxxx X. XxXxx
Name: Xxxxxx X. XxXxx
Title: Treasurer
AGREEMENT FOR THE ALLOCATION OF FEDERAL AND
STATE INCOME TAX LIABILITY AND BENEFIT AMONG
THE
MEMBERS OF THE XXXXXX INTERNATIONAL CORPORATION
AFFILIATED (AT LEAST 80% OWNED) GROUP
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EXHIBIT I
MEMBERS OF THE GROUP
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The term "Members" as used in this Agreement is defined as follows:
1. Xxxxxx Financial, Inc. and subsidiaries Member ("HFI Member") which is
comprised of:
X. Xxxxxx Financial, Inc. and its 100%-owned subsidiaries ("HFI
Component"); and
X. Xxxxxx International Group, Inc. and its subsidiaries ("HIG
Component");
2. All other non-HFI Member corporations (collectively referred to as the
"Non-HFI Member") which are comprised of the following:
x. Xxxxxx International Corporation;
b. Xxxxxx X. Xxxxxx & Company and its Subsidiaries;
x. Xxxxxx Advisory Corporation;
x. Xxxxxx Investment Corporation; and
x. Xxxxxx Delaware Holdings, Inc.
