Exhibit 10.13 Tax Allocation Agreement between North Central Bancshares, Inc
and Subsidiaries
NORTH CENTRAL BANCSHARES, INC.
AND SUBSIDIARIES
TAX ALLOCATION AGREEMENT
This agreement is entered into as of November 21, 2003 among and
between the following parties: North Central Bancshares, Inc., First Federal
Investment Services, Inc., First Iowa Title Services, Inc., First Iowa Mortgage,
Inc., NC Properties, LLC, Iowa corporations; and First Federal Savings Bank of
Iowa, a federal savings bank. The parties are members ("Members") of an
affiliated group (the "Affiliated Group") within the meaning of Section 1504 of
the Internal Revenue Code (the "Code") and file a consolidated return for
federal income tax purposes. North Central Bancshares, Inc. is the common parent
of the Affiliated Group. The parties desire to provide for the allocation of tax
liabilities among the Members and to provide for reimbursing Members whose tax
losses or credits reduce the consolidated taxable income. References herein to
"regulations" shall be to the Treasury Regulations. References herein to "tax
liabilities" are to current tax liabilities, and not deferred tax liabilities.
In addition, references herein to "tax liabilities" do not include accrued
income tax liabilities, including portions thereof subject to deferral due to
use by any Members of different methods of reporting for financial statement and
tax return purposes.
The parties hereto agree as follows:
1. The parties agree to continue to file consolidated federal income
tax returns in accordance with the provisions of Sections 1502 and 1504 of the
Code and the regulations thereunder.
2. The parties agree to allocate total federal income tax liability
based on the ratio that each member's separate return tax liability to the total
federal income tax liability. Moreover, the parties agree to reimburse any
Member which has tax losses or credits in an amount equal to 100% of the tax
benefits realized by the Affiliated Group as a result of the utilization of such
Member's tax losses or credits. Accordingly, the parties agree to allocate tax
liability of the Affiliated Group in accordance with Section 1.1552-1(a)(2) and
1.1502-33(d)(2)(ii) of the Regulations, and for this purpose the percentage
referred to in Section 1.1502-33(d)(2)(ii)(b) shall be 100%.
3. Under Treasury Regulations Section 1.1502-77(a), North Central
Bancshares, Inc. is the agent for all the Members and is required to act for the
Affiliated Group in connection with matters relating to the consolidated tax
liability of the Affiliated Group. In particular, North Central Bancshares, Inc.
shall be responsible for filing returns with the Internal Revenue Service,
making elections, receiving all correspondence, filing claims for refund,
contesting proposed adjustments and performing such other acts and deeds as
North Central Bancshares, Inc. may deem necessary and desirable in connection
with the foregoing. The parties hereto agree to provide North Central
Bancshares, Inc. with such information as First Federal Savings Bank of Iowa,
First Federal Investment Services, Inc., First Iowa Mortgage, Inc., First Iowa
Title Services, Inc. and NC Properties, LLC may request in order to permit North
Central Bancshares, Inc. to carry out its responsibilities described in this
paragraph.
4. The parties agree that North Central Bancshares, Inc. shall be
responsible for making tax payments to the Internal Revenue Service. Each Member
shall pay to North Central Bancshares, Inc. an amount, including any interest
thereon paid to the Internal Revenue Service, equal to its share of their tax
liability as determined under paragraph 2. Any overpayment of tax of the
Affiliated Group shall be paid or credited by the Internal Revenue Service to
North Central Bancshares, Inc. and North Central Bancshares, Inc. shall pay such
amount, including any interest thereon paid by the Internal Revenue Service, to
the appropriate Member immediately upon receipt. North Central Bancshares, Inc.
shall immediately pay or credit to the appropriate Member any portion of such
overpayment and any interest thereon paid by the Internal Revenue Service to
which such Member is entitled. Any adjustment by the Internal Revenue Service
which affects either the consolidated tax liability or the relative tax
liabilities of members shall be made among the Members immediately after the
amount of the adjustment is determined. If there are any penalties (including
penalty for failure to pay estimated taxes) with respect to the filing of any
consolidated return, the penalty shall be shared appropriately among those
parties whose action or inaction (such as understating taxable income)
contributed to the penalty.
5. Under the provisions of paragraph 2, a Member who has a tax
liability for the taxable year shall be entitled to a payment for the use by the
Affiliated Group of its tax losses or credits. The amount of such payment shall
be determined on the basis of the utilization of such Member's losses and
credits in making estimated tax payments and the final reconciliation shall be
made when the consolidated return is filed, subject to adjustments and
redeterminations as otherwise provided herein.
6. In the event of any adjustment of tax returns of the Members as
filed by reason of filing an amended return or claim for refund, or arising out
of an audit by the Internal Revenue Service, the liability of the Members to
each other and to the Internal Revenue Service for any period covered by this
Agreement shall be redetermined after fully giving effect to any such
adjustments as if such adjustments had been made as part of original
computations. Payments or credits between the Members shall be made at the time
of any payment of tax or receipt of refund or credit from the Internal Revenue
Service with respect to such adjustments, and such payments, refunds or credits
shall include any interest attributable to such adjustments.
7. The parties acknowledge that the Bank files a separate tax return
for Iowa franchise tax purposes. All other parties file a consolidated income
tax return for Iowa tax purposes.
8. The parties agree that it is their express intent that this
Agreement shall at all times be construed in a manner consistent with any law or
regulation applicable to any Member as now or hereafter in effect relating to
savings and loan associations or the insurance of their accounts. Anything to
the contrary herein notwithstanding, (1) North Central Bancshares, Inc. shall
not pay to Members an amount greater than the tax which First Federal Savings
Bank of Iowa, First Iowa Title Services, Inc., First Iowa Mortgage, Inc. , First
Federal Investment Services, Inc. or NC Properties, LLC would have been required
to pay had they filed a separate tax return, taking maximum advantage of
available reductions in taxable income; (2) any payments made pursuant to this
Agreement shall be made monthly at the time their liabilities are determined
under paragraph 2, it being understood that First Federal Savings Bank of Iowa,
First Iowa Title Services, Inc., First Iowa Mortgage, Inc., First Federal
Investment Services, Inc. and NC Properties, LLC shall at no time make advance
payments with respect to the foregoing to any Member; (3) any funds (i) received
by North Central Bancshares, Inc. from any Member for the payment by North
Central Bancshares, Inc. of taxes or (ii) received by North Central Bancshares,
Inc. from any taxing authority by reason of any refund, credit or overpayment
and properly allocable to another Member, shall at all times be held by North
Central Bancshares, Inc. in a segregated account solely as agent for such Member
and shall at no time be commingled with any other funds held by North Central
Bancshares, Inc.; and (4) appropriate refunds from North Central Bancshares,
Inc. to First Federal Savings Bank of Iowa, First Iowa Title Services, Inc.,
First Iowa Mortgage, Inc., First Federal Investment Services, Inc. or NC
Properties, LLC shall be made in the event that a loss by North Central
Bancshares, Inc., First Federal Savings Bank of Iowa, First Federal Investment
Services, Inc., First Iowa Mortgage, Inc. , First Iowa Title Services, Inc. or
NC Properties, LLC would have resulted in a refund from taxing authorities if
North Central Bancshares, Inc., First Federal Savings Bank of Iowa, First Iowa
Title Services, Inc., First Iowa Mortgage, Inc. , First Federal Investment
Services, Inc. and NC Properties, LLC had filed on a separate entity basis.
9. The Members which will be reimbursed for tax losses and credits and
the Members making such reimbursement may change from time to time, depending
upon the relationship of each member's tax liability and tax losses and credits
to those of the Affiliated Group. Except as Section 8 hereof may otherwise
require, each Member shall be treated in a manner identical to each other
Member.
10. This Agreement is governed by the laws of the State of Iowa.
11. This Agreement shall be binding on and inure to the benefit of any
successors to any of the parties hereto.
12. In the event any corporation subsequently becomes an includible
corporation of the Affiliated Group, the parties agree to use their best efforts
to cause such corporation to become a party to this Agreement and to be subject
to all the terms and conditions hereof.
13. This Agreement shall remain in effect with respect to any party
hereto for any taxable year or part thereof for which consolidated returns are
filed by North Central Bancshares, Inc. as a common parent corporation and such
party is an includible corporation in such consolidated return.
14. If North Central Bancshares, Inc., First Federal Savings Bank of
Iowa, First Federal Investment Services, Inc., First Iowa Mortgage, Inc., First
Iowa Title Services, Inc. or NC Properties, LLC were ever to leave the
Affiliated Group as a result of their acquisition by an unaffiliated party, the
exiting institution(s) shall receive payment from the Affiliated Group in an
amount equal to the tax benefits resulting from net operating losses, if any,
that accrued to the Affiliated Group as a result of the inclusion of the exiting
institution(s) in the Affiliated Group from the date hereof.
15. If North Central Bancshares, Inc., First Federal Savings Bank of
Iowa, First Federal Investment Services, Inc., First Iowa Mortgage, Inc., First
Iowa Title Services, Inc. or NC Properties were ever to leave the Affiliated
Group as a result of their acquisition by an unaffiliated party, the exiting
institution(s) shall pay the Affiliated Group an amount equal to the tax
liability, if any, that accrued to the Affiliated Group as a result of the
inclusion of the exiting institution(s) in the affiliated Group from the date
hereof.
16. Any alternative minimum tax computation on behalf of the Affiliated
Group shall be determined on a consolidated basis, except that any such
computation for Iowa franchise tax purposes shall be determined on a separate
basis.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as
of the date first above written.
/s/ Xxxxx X. Xxxxxxx Date: November 24, 2003
-------------------- ----- -----------------
By: Xxxxx X. Xxxxxxx, President
For: First Federal Savings Bank of Iowa
/s/ C. Xxxxxx Xxxxxxxxx Date: November 24, 2003
----------------------- ------------------------
By: C. Xxxxxx Xxxxxxxxx, President
For: First Federal Investment Services, Inc.
/s/ Xxxxx X. Xxxxxxx Date: November 24, 2003
-------------------- ------------------------
By: Xxxxx X. Xxxxxxx, President
For: First Iowa Title Services, Inc.
/s/ C. Xxxxxx Xxxxxxxxx Date: November 24, 2003
----------------------- ------------------------
By: C. Xxxxxx Xxxxxxxxx, President
For: First Iowa Mortgage, Inc.
/s/ Xxxxx X. Xxxxxxx Date: November 24, 2003
-------------------- ------------------------
By: Xxxxx X. Xxxxxxx, President
For: North Central Bancshares, Inc.
/s/ Xxxxx X. Xxxxxxx Date: November 24, 2003
-------------------- ------------------------
By: Xxxxx X. Xxxxxxx, President
For: NC Properties, LLC
