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

Summary

This amendment updates the tax sharing agreement originally made on March 4, 1997, between Nationwide Mutual Insurance Company and its subsidiaries. It adds a provision requiring that if a tax reduction for one party causes a tax increase for another, the benefiting party must compensate the other within 60 days. The amendment is effective upon approval by Nationwide’s Board of Directors and is ratified by all listed subsidiaries.

EX-10.2.3 3 l86388aex10-2_3.txt EXHIBIT 10.2.3 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 ("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: _______________________________ 1 2 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:__________________________________ 2 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 MCDONALD & COMPANY By:__________________________________ GATES MCDONALD & COMPANY OF NEVADA By:__________________________________ 3 4 GATES MCDONALD & 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:__________________________________ MORLEY & ASSOCIATES, INC. By:__________________________________ MORLEY CAPITAL MANAGEMENT, INC. By:__________________________________ MORLEY FINANCIAL SERVICES, INC. By:__________________________________ MORLEY RESEARCH ASSOCIATES, LTD. By:__________________________________ 4 5 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:__________________________________ 5 6 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:__________________________________ 6 7 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:__________________________________ 7 8 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:__________________________________ 8 9 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:__________________________________ 9 10 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:__________________________________ 10 11 THE 401(K) COMPANY By:__________________________________ THE 401(K) COMPANIES, INC. By:__________________________________ 401(K) INVESTMENT SERVICES, INC. By:__________________________________ 401(K) INVESTMENT ADVISORS, INC. By:__________________________________ 11