Second Amendment to Tax Sharing Agreement between Nationwide Mutual Insurance Company and Subsidiaries

Summary

This amendment updates the tax sharing agreement between Nationwide Mutual Insurance Company and its subsidiaries. It revises how tax liabilities and refunds are calculated and paid, sets new deadlines for payments and record retention, and clarifies procedures for estimated payments and refunds. The amendment is effective as of the original agreement date and is signed by Nationwide and multiple subsidiaries. The main obligations involve timely payment of tax liabilities, handling of refunds, and maintaining tax records until the statute of limitations expires.

EX-10.2.2 2 l86388aex10-2_2.txt EXHIBIT 10.2.2 1 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 1 2 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. Sidney Druen Senior Vice President and General Counsel AFFILIATE AGENCY, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 2 3 AFFILIATE AGENCY OF OHIO, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel THE BEAK AND WIRE CORPORATION By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel CALIFORNIA CASH MANAGEMENT COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel COLONIAL INSURANCE COMPANY OF WISCONSIN By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 4 FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF ALABAMA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF OHIO, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF OKLAHOMA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel FINANCIAL HORIZONS DISTRIBUTORS AGENCY OF TEXAS, INC. By:__________________________________ Robert W. Wendel President 5 FINANCIAL HORIZONS SECURITIES CORP. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel GATES, MCDONALD & COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel GATES, MCDONALD & COMPANY OF NEVADA By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel GATES, MCDONALD & COMPANY OF NEW YORK, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 6 GATESMCDONALD HEALTH PLUS, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel INSURANCE INTERMEDIARIES, INC. By:__________________________________ R. Lee Ayotte President LANDMARK FINANCIAL SERVICES OF NEW YORK, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel LONE STAR GENERAL AGENCY, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 7 MRM INVESTMENTS, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NWE, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONAL CASUALTY COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONAL PREMIUM & BENEFIT ADMINISTRATION COMPANY By:__________________________________ Gordon E. McCutchan Executive Vice President-Law and Corporate Services and Secretary 8 NATIONWIDE ADVISORY SERVICES, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE AGENCY, INC. By:__________________________________ Gordon E. McCutchan Secretary NATIONWIDE AGRIBUSINESS INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE CASH MANAGEMENT COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 9 NATIONWIDE COMMUNITY URBAN REDEVELOPMENT CORPORATION By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE CORPORATION By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE FINANCIAL INSTITUTIONS DISTRIBUTORS AGENCY, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE FINANCIAL SERVICES, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 10 NATIONWIDE GENERAL INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE HMO, INC. By:__________________________________ Gordon E. McCutchan Secretary NATIONWIDE INDEMNITY COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE INVESTMENT SERVICES CORPORATION By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 11 NATIONWIDE INVESTORS SERVICES, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE LIFE INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NATIONWIDE MANAGEMENT SYSTEMS, INC. By:__________________________________ Gordon E. McCutchan Secretary 12 NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES OF ALABAMA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES OF ARIZONA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 13 NEA VALUEBUILDER INVESTOR SERVICES OF MONTANA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES OF NEVADA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES OF OHIO, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER INVESTOR SERVICES OF OKLAHOMA, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 14 NEA VALUEBUILDER INVESTOR SERVICES OF TEXAS, INC. By:__________________________________ Robert W. Wendel President NEA VALUEBUILDER INVESTOR SERVICES OF WYOMING, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel NEA VALUEBUILDER SERVICES INSURANCE AGENCY, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel PEBSCO OF MASSACHUSETTS INSURANCE AGENCY, INC. By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 15 PEBSCO OF TEXAS, INC. By:__________________________________ Robert W. Wendel President PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF ALABAMA By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF ARKANSAS By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 16 PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF MONTANA By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel PUBLIC EMPLOYEES BENEFIT SERVICES CORPORATION OF NEW MEXICO By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel SCOTTSDALE INDEMNITY COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel SCOTTSDALE INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel 17 SCOTTSDALE SURPLUS LINES INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel TIG COUNTRYWIDE INSURANCE COMPANY By:__________________________________ W. Sidney Druen Senior Vice President and General Counsel