1 Exhibit 10.2.3 THIRD AMENDMENT TO THE TAX SHARING AGREEMENT This third amendment of the Tex Sharing Agreement dated March 4, 1997 (the "Agreement") is entered into by and between Nationwide Mutual Insurance Company, an Ohio mutual company...
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Exhibit 10.2.3
THIRD AMENDMENT TO THE
TAX SHARING AGREEMENT
This third amendment of the Tex 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 previously amended the Agreement, 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 date of approval of this amendment by the Board of Directors
of Nationwide;
NOW, THEREFORE, the Agreement is amended as follows:
3. A new Section 15 is added to read:
Section 15. ADDITIONAL PAYMENT. Notwithstanding any other
provisions of this Agreement, in the event the federal, state
or local tax of any Obligor is reduced as a result of a
transaction which (i) has no impact on income for financial
accounting purposes, and (ii) results in an increase in any
such tax for another Obligor, the Obligor whose taxes are
reduced shall, within 60 days of a determination that this
provision is applicable, pay the amount by which its taxes
were reduced to the Obligor whose taxes are increased as a
result of the transaction.
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 August 16, 2000.
NATIONWIDE MUTUAL INSURANCE COMPANY
By: _______________________________
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AFFILIATE AGENCY, INC.
By:__________________________________
AID FINANCE SERVICES, INC.
By:__________________________________
AFFILIATE AGENCY OF OHIO, INC.
By:__________________________________
ALLIED GENERAL AGENCY, INC.
By:__________________________________
ALLIED GROUP, INC.
By:__________________________________
ALLIED GROUP INSURANCE MARKETING
COMPANY
By:__________________________________
ALLIED GROUP MERCHANT BANKING
CORPORATION
By:__________________________________
ALLIED PROPERTY AND CASUALTY INSURANCE
COMPANY
By:__________________________________
AMCO INSURANCE COMPANY
By:__________________________________
AMERICAN MARINE UNDERWRITERS
By:__________________________________
CAL-AG INSURANCE SERVICES, INC.
By:__________________________________
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3
CALFARM INSURANCE COMPANY
By:__________________________________
DEPOSITORS INSURANCE COMPANY
By:__________________________________
EXCALIBER FUNDING CORPORATION
By:__________________________________
FINANCIAL HORIZONS DISTRIBUTORS AGENCY
OF ALABAMA, INC.
By:__________________________________
FINANCIAL HORIZONS DISTRIBUTORS AGENCY
OF OHIO, INC.
By:__________________________________
FINANCIAL HORIZONS DISTRIBUTORS AGENCY
OF OKLAHOMA, INC.
By:__________________________________
FINANCIAL HORIZONS DISTRIBUTORS AGENCY
OF TEXAS, INC.
By:__________________________________
FINANCIAL HORIZONS SECURITIES CORP.
By:__________________________________
GATES XXXXXXXX & COMPANY
By:__________________________________
GATES XXXXXXXX & COMPANY OF NEVADA
By:__________________________________
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GATES XXXXXXXX & COMPANY OF NEW YORK
By:__________________________________
GATESMCDONALD HEALTH PLUS, INC.
By:__________________________________
INSURANCE INTERMEDIARIES, INC.
By:__________________________________
LANDMARK FINANCIAL SERVICES OF NEW
YORK, INC.
By:__________________________________
LONE STAR GENERAL AGENCY, INC.
By:__________________________________
MED PRO SOLUTIONS, INC.
By:__________________________________
MIDWEST PRINTING SERVICES, LTD.
By:__________________________________
XXXXXX & ASSOCIATES, INC.
By:__________________________________
XXXXXX CAPITAL MANAGEMENT, INC.
By:__________________________________
XXXXXX FINANCIAL SERVICES, INC.
By:__________________________________
XXXXXX RESEARCH ASSOCIATES, LTD.
By:__________________________________
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MRM INVESTMENTS, INC.
By:__________________________________
NATIONAL CASUALTY COMPANY
By:__________________________________
NATIONAL DEFERRED COMPENSATION, INC.
By:__________________________________
NATIONAL PREMIUM & BENEFITS
ADMINISTRATION COMPANY
By:__________________________________
NATIONWIDE ADVISORY SERVICES, INC.
By:__________________________________
NATIONWIDE AGENCY, INC.
By:__________________________________
NATIONWIDE ASSURANCE COMPANY
By:__________________________________
NATIONWIDE AGRIBUSINESS INSURANCE
COMPANY
By:__________________________________
NATIONWIDE CASH MANAGEMENT COMPANY
By:__________________________________
NATIONWIDE COMMUNITY URBAN REDEVELOPMENT
CORPORATION
By:__________________________________
NATIONWIDE CORPORATION
By:__________________________________
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NATIONWIDE FINANCIAL ASSIGNMENT COMPANY
By:__________________________________
NATIONWIDE FINANCIAL INSTITUTION
DISTRIBUTORS AGENCY, INC. OF MASS
By:__________________________________
NATIONWIDE FINANCIAL INSTITUTION
DISTRIBUTORS AGENCY, INC. OF NEW MEXICO
By:__________________________________
NATIONWIDE FINANCIAL INSTITUTION
DISTRIBUTORS AGENCY, INC.
By:__________________________________
NATIONWIDE FINANCIAL SERVICES, INC.
By:__________________________________
NATIONWIDE GENERAL INSURANCE COMPANY
By:__________________________________
NATIONWIDE GLOBAL HOLDINGS, INC.
By:__________________________________
NATIONWIDE HEALTH PLANS, INC.
By:__________________________________
NATIONWIDE HOME MORTGAGE COMPANY
By:__________________________________
NATIONWIDE INDEMNITY COMPANY
By:__________________________________
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NATIONWIDE INSURANCE COMPANY OF AMERICA
By:__________________________________
NATIONWIDE INSURANCE COMPANY OF FLORIDA
By:__________________________________
NATIONWIDE INTERNATIONAL UNDERWRITERS
By:__________________________________
NATIONWIDE INVESTMENT SERVICES
CORPORATION
By:__________________________________
NATIONWIDE INVESTORS SERVICES, INC.
By:__________________________________
NATIONWIDE LIFE INSURANCE COMPANY
By:__________________________________
NATIONWIDE LIFE AND ANNUITY INSURANCE
COMPANY
By:__________________________________
NATIONWIDE LLOYDS
By:__________________________________
NATIONWIDE MANAGEMENT SYSTEMS, INC.
By:__________________________________
NATIONWIDE PROPERTY AND CASUALTY
INSURANCE COMPANY
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
By:__________________________________
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NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF ALABAMA
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS OF
ARIZONA
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF ARKANSAS
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF MONTANA
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF NEW MEXICO
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF NEVADA
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF OHIO
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF OKLAHOMA
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF SOUTH DAKOTA
By:__________________________________
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NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF TEXAS
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS, INC.
OF WYOMING
By:__________________________________
NATIONWIDE RETIREMENT SOLUTIONS
INSURANCE AGENCY, INC.
By:__________________________________
NATIONWIDE TRUST COMPANY, FSB.
By:__________________________________
NEVADA INDEPENDENT COMPANIES -
CONSTRUCTION
By:__________________________________
NEVADA INDEPENDENT COMPANIES - HEALTH
AND NONPROFIT
By:__________________________________
NEVADA INDEPENDENT COMPANIES -
HOSPITALITY AND ENTERTAINMENT
By:__________________________________
NEVADA INDEPENDENT COMPANIES -
MANUFACTURING, TRANSPORTATION, AND
DISTRIBUTION
By:__________________________________
NFS DISTRIBUTORS, INC.
By:__________________________________
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PENSION ASSOCIATES, INC.
By:__________________________________
PORTLAND INVESTMENT SERVICES, INC.
By:__________________________________
PREMIER AGENCY, INC.
By:__________________________________
SCOTTSDALE INDEMNITY COMPANY
By:__________________________________
SCOTTSDALE INSURANCE COMPANY
By:__________________________________
SCOTTSDALE SURPLUS LINES INSURANCE
COMPANY
By:__________________________________
UNION BOND & TRUST COMPANY
By:__________________________________
VILLANOVA CAPITAL, INC.
By:__________________________________
VILLANOVA MUTUAL FUND CAPITAL TRUST
By:__________________________________
VILLANOVA SA CAPITAL TRUST
By:__________________________________
WESTERN HERITAGE INSURANCE COMPANY
By:__________________________________
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THE 401(K) COMPANY
By:__________________________________
THE 401(K) COMPANIES, INC.
By:__________________________________
401(K) INVESTMENT SERVICES, INC.
By:__________________________________
401(K) INVESTMENT ADVISORS, INC.
By:__________________________________
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