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$34	Preview Subscribers	2004	Tax Sharing Agreement Tax Sharing Agreement (23K) Doc #221160: Click preview link for longer preview. TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the ?Agreement?) dated as of October 1, 2002, between Nationwide Financial Services, Inc., a Delaware company (?Nationwide Financial?) and any corporation that may hereafter be a subsidiary of Nationwide Financial and become a party hereto as contemplated by Section 8 hereof (collectively, the ?Subsidiaries?). Nationwide Financial and the Subsidiaries are members of an affiliated group of corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the ?Code?), of which Nationwide Financial is . . . 221160	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Tax Sharing Agreement: Nationwide Financial Services, Inc – 01/02 AMONG NFS Exhibit 10.2 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the Agreement) dated as of October 1, 2002, between Nationwide Financial Services, Inc ., a Delaware company (Nationwide Financial) and any corporation that may hereafter be a subsidiary of Nationwide Financial and become a party hereto _____________ Nationwide Financial Services, Inc – parties hereto have caused this Tax Sharing Agreement to be duly executed and delivered as of the day and year first written above. Nationwide Financial Services, Inc . 401(k) Investment Services, Inc. By: By: Alan A. Todryk Alan A. Todryk Vice President Taxation Vice President - Taxation Address for Notices: _____________ dt 233372
$33	Preview Subscribers	2004	Tax Sharing Agreement Tax Sharing Agreement (23K) Doc #293551: Click preview link for longer preview. TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the ï¿½Agreementï¿½) dated as of October 1, 2002, between Nationwide Financial Services, Inc., a Delaware company (ï¿½Nationwide Financialï¿½) and any corporation that may hereafter be a subsidiary of Nationwide Financial and become a party hereto as contemplated by Section 8 hereof (collectively, the ï¿½Subsidiariesï¿½). Nationwide Financial and the Subsidiaries are members of an affiliated group of corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the ï¿½Codeï¿½), of which Nationwide . . . 293551	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Tax Sharing Agreement: Nationwide Financial Services, Inc – 01/02 AMONG NFS Exhibit 10.2 TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the Agreement) dated as of October 1, 2002, between Nationwide Financial Services, Inc ., a Delaware company (Nationwide Financial) and any corporation that may hereafter be a subsidiary of Nationwide Financial and become a party hereto _____________ Nationwide Financial Services, Inc – parties hereto have caused this Tax Sharing Agreement to be duly executed and delivered as of the day and year first written above. Nationwide Financial Services, Inc . 401(k) Investment Services, Inc. By: By: Alan A. Todryk Alan A. Todryk Vice President Taxation Vice President - Taxation Address for Notices: _____________ dt 252439
$32	Preview Subscribers	2004	Tax Sharing Agreement Tax Sharing Agreement (16K) Doc #293552: Click preview link for longer preview. TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the ï¿½Agreementï¿½) dated as of October 1, 2002, between Nationwide Life Insurance Company, an Ohio insurance company (ï¿½Nationwide Lifeï¿½) and any corporation that may hereafter be a subsidiary of Nationwide Life and become a party hereto as contemplated by Section 8 hereof (collectively, the ï¿½Subsidiariesï¿½). Nationwide Life and the Subsidiaries are members of an affiliated group of corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the ï¿½Codeï¿½), of which Nationwide Life is the . . . 293552	NFS Nationwide Financial Services Inc. ( Life Insurance )
$32	Preview Subscribers	2004	Tax Sharing Agreement Tax Sharing Agreement (16K) Doc #293553: Click preview link for longer preview. TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the ï¿½Agreementï¿½) dated as of October 1, 2002, between Nationwide Life Insurance Company of America, a Pennsylvania insurance company (ï¿½Nationwide Life of Americaï¿½) and any corporation that may hereafter be a subsidiary of Nationwide Life of America and become a party hereto as contemplated by Section 8 hereof (collectively, the ï¿½Subsidiariesï¿½). Nationwide Life of America and the Subsidiaries are members of an affiliated group of corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as amended ( . . . 293553	NFS Nationwide Financial Services Inc. ( Life Insurance )
$33	Preview Subscribers	2004	Tax Sharing Agreement Tax Sharing Agreement (19K) Doc #293554: Click preview link for longer preview. TAX SHARING AGREEMENT THIS TAX SHARING AGREEMENT (the ï¿½Agreementï¿½) dated as of October 1, 2002, between Nationwide Provident Holding Company, a Pennsylvania company (ï¿½Nationwide Providentï¿½) and any corporation that may hereafter be a subsidiary of Nationwide Provident and become a party hereto as contemplated by Section 8 hereof (collectively, the ï¿½Subsidiariesï¿½). Nationwide Provident and the Subsidiaries are members of an affiliated group of corporations as defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the ï¿½Codeï¿½), of which Nationwide . . . 293554	NFS Nationwide Financial Services Inc. ( Life Insurance )
$41	Preview Subscribers	2003	Cost Sharing Agreement [Amended and Restated] Cost Sharing Agreement [Amended and Restated] (19K) Doc #293579: Click preview link for longer preview. AMENDED AND RESTATED COST SHARING AGREEMENT This Amended Cost Sharing Agreement (the "Agreement") effective July 1, 2002, by and between Nationwide Mutual Insurance Company, Nationwide Mutual Fire Insurance Company, Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Nationwide Insurance Company of America, Nationwide Insurance Company of Florida, Nationwide Affinity Insurance Company of America, Nationwide Assurance Company, AMCO Insurance Company, Depositors Insurance Company, Allied Property and Casualty Insurance Company, Farmland Mutual Insurance Company, Scottsdale Insurance Company, Scottsdale Surplus Lines Insurance Company, Western Heritage Insurance Company, Nationwide General Insurance Company, Nationwide Property and Casualty Insurance Company, Nationwide Agribusiness Insurance Company, Colonial County Mutual Insurance Company, National Casualty Company, CalFarm Insurance Company, Nationwide Lloyds, Nationwide Financial Services, Inc., Nationwide Corporation, Nationwide Investment Services Corporation, Nationwide Realty Investors, Ltd., Nationwide Financial Services (Bermuda), Ltd., Gates McDonald & Company, Nationwide Health Plans, Inc., Nationwide Global Holdings, Inc., Gartmore Global Investments, Inc. (fka Villanova Capital, Inc.), Gartmore Morley Financial Services, Inc. (fka Morley Financial Services, Inc.), Nationwide Retirement Plan Services, Inc. (fka Irvin Schwartz & Associates, Inc.), Nationwide Retirement Solutions, Inc., The 401(k) Companies, Inc., Nationwide Securities, Inc. (fka Nationwide Advisory Services, Inc.), Nationwide Financial Institution Distributors Agency, Inc., Nationwide Advantage Mortgage Company (fka Nationwide Home Mortgage Company), Allied Group, Inc., Retention Alternatives, Ltd., Scottsdale Indemnity Company, Nationwide Indemnity Company, Nationwide Services Company, LLC, Nationwide Cash Management Company, Insurance Intermediaries, Inc., National Deferred Compensation, Inc., Nationwide Foundation, and any United States domiciled subsidiaries of each aforestated company (collectively, the "Parties"). WHEREAS, the Parties desire to terminate and replace in its entirety the Cost Sharing Agreement, dated January 1, 2000, with this Agreement, effective July 1, 2002; and WHEREAS, the Parties desire to have each other perform certain operational services and certain administrative services, on behalf of one another; and WHEREAS, the providing of these certain operational services and certain administrative services shall of necessity involve a Party rendering such services to another Party (the "Providing Party"); and WHEREAS, the receiving of these certain operational services and certain administrative services shall of necessity involve a Party receiving such services from the Providing Party (the "Receiving Party"); and WHEREAS, the Parties desire to properly distribute and allocate expenses to each Receiving Party. Now theretofore, in consideration of the premises and of the mutual agreements and covenants herein contained, the Parties do hereby agree as follows: {PAGE} 1. Services Provided to the Receiving Party by the Providing Party. -------------------------------------------------------------------- a. Operational Services. Unless addressed by a separate ----------------------- agreement, the Providing Party's employees may perform some or all of the following operational services on behalf of the Receiving Party: i. Field acquisition services (including, but not limited to advertising, solicitation and underwriting); ii. Policy processing and administration services; iii. Claims adjustment, claims administration and other loss adjustment services (however, any compensation for claims adjustment services shall not be based on the amount of adjustments, that is not based upon reduction or denial results); iv. Data processing services; v. Accounting services; vi. Actuarial services; vii. Investment services; and viii. Other necessary operational services or functions. As to the services mentioned in Section 1(a)(i) above, (i) all advertising shall first be approved by the specific underwriting insurance company; (ii) all underwriting performed hereunder shall be in conformity with the underwriting guidelines provided by the underwriting insurance company; and (iii) the underwriting insurance company shall make the final determination as to whether to accept or reject the proposed request for insurance. b. Administrative Services. Unless addressed by a separate ------------------------- agreement, the Providing Party's employees may perform some or all of the following administrative services on behalf of the Receiving Party: i. Payroll Administration; ii. Benefits administration; iii. Investment management administration (however, in the performance of such services, and the investment services stated in Section 1(a)(vii) above, the deposit and maintenance of all individual insurance company's funds and assets shall be in accounts in the insurance company's own name); iv. Legal administration; v. Human Resource administration; {PAGE} vi. Communications administration; vii. Financial administration (including, but not limited to, treasury services, financial reporting, management reporting, financial planning, budgeting, tax planning, consulting and reporting); and viii. Other necessary administrative services. 2. Management of Employees. The Providing Party's employees shall at ------------------------ all times operate under the management control of the executive officers of Providing Party. The executive officers of the Providing Party shall maintain the right to hire additional employees and to otherwise commence any and all necessary and appropriate management action with respect to the Providing Party's employees performing 293579	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Cost Sharing Agreement [Amended and Restated]: Nationwide Financial Services, Inc – Nationwide Property and Casualty Insurance Company, Nationwide Agribusiness Insurance Company, Colonial County Mutual Insurance Company, National Casualty Company, CalFarm Insurance Company, Nationwide Lloyds, Nationwide Financial Services, Inc ., Nationwide Corporation, Nationwide Investment Services Corporation, Nationwide Realty Investors, Ltd., Nationwide Financial Services (Bermuda), Ltd., Gates McDonald & Company, Nationwide Health Plans, Inc., _____________ NATIONWIDE FINANCIAL SERVICES, INC – INSURANCE COMPANY NATIONWIDE PROPERTY AND CASUALTY INSURANCE COMPANY NATIONWIDE AGRIBUSINESS INSURANCE COMPANY COLONIAL COUNTY MUTUAL INSURANCE COMPANY NATIONAL CASUALTY COMPANY CALFARM INSURANCE COMPANY NATIONWIDE FINANCIAL SERVICES, INC . NATIONWIDE CORPORATION NATIONWIDE INVESTMENT SERVICES CORPORATION NATIONWIDE REALTY INVESTORS, LTD NATIONWIDE GLOBAL HOLDINGS, INC. GARTMORE GLOBAL INVESTMENTS, INC. NATIONWIDE RETIREMENT SOLUTIONS, INC. _____________ dt 252463
$42	Preview Subscribers	2001	Tax Sharing Agreement [Amendment No. 2] Tax Sharing Agreement [Amendment No. 2] (21K) Doc #293660: Click preview link for longer preview. 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 {PAGE} 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 {PAGE} 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 {PAGE} 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 {PAGE} 5 FINANCIAL HORIZONS SECURITIES CORP. 293660	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Tax Sharing Agreement [Amendment No. 2]: NATIONWIDE FINANCIAL SERVICES, INC – 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 {PAGE} 10 NATIONWIDE GENERAL INSURANCE COMPANY By:__________________________________ W. Sidney Druen _____________ dt 252545
$42	Preview Subscribers	2001	Tax Sharing Agreement [Amendment No. 3] Tax Sharing Agreement [Amendment No. 3] (20K) Doc #293661: Click preview link for longer preview. 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 {PAGE} 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 {PAGE} 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 {PAGE} 4 GATES MCDONALD & COMPANY OF NEW YORK 293661	NFS Nationwide Financial Services Inc. ( Life Insurance ) As referenced in this Tax Sharing Agreement [Amendment No. 3]: NATIONWIDE FINANCIAL SERVICES, 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 _____________ dt 252546
$56	Preview Subscribers	2000	Tax Sharing Agreement Tax Sharing Agreement (113K) Doc #330890: Click preview link for longer preview. TAX SHARING AGREEMENT among Aetna Inc., Spinco and ING America Insurance Holdings, Inc. ------------------------------------ Dated as of [ ], 2000 {PAGE} TABLE OF CONTENTS ---------------------- PAGE ---- ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions....................................................2 ARTICLE 2 ADMINISTRATIVE AND COMPLIANCE MATTERS SECTION 2.01. Sole Tax Sharing Agreement....................................12 SECTION 2.02. Designation of Agent..........................................13 SECTION 2.03. Pre-Distribution Tax Period Returns...........................14 ARTICLE 3 TAX RETURN MATTERS AND TAX SHARING SECTION 3.01. General.......................................................15 SECTION 3.02. Estimated Payments............................................16 SECTION 3.03. Certain Payments Upon Due Date................................16 SECTION 3.04. Payment of Taxes at Year-End..................................17 SECTION 3.05. Treatment of Adjustments......................................18 SECTION 3.06. Carry-Backs from Post-Distribution Tax Periods and Certain Other Matters.................................................18 SECTION 3.07. Additional Matters............................................19 ARTICLE 4 CERTAIN COVENANTS AND EMPLOYEE BENEFITS MATTERS SECTION 4.01. Spinco Covenants to Aetna.....................................19 SECTION 4.02. Covenant Regarding Amendment of Returns.......................20 SECTION 4.03. Certain Deductions Relating to Employee Benefits Matters......20 ARTICLE 5 INDEMNITIES SECTION 5.01. Indemnification of Parent Affiliates by Spinco Affiliates.....21 SECTION 5.02. Indemnification of Spinco Affiliates by Parent Affiliates.....23 SECTION 5.03. Treatment of Interim Payments and Refunds With Respect to, and Certain Other Matters Regarding, Covered Tax Items........24 {PAGE} PAGE ---- SECTION 5.04. Discharge of Indemnity........................................25 SECTION 5.05. Treatment of Indemnification Payments.........................26 SECTION 5.06. Certain Entities as Indemnitees...............................26 SECTION 5.07. Non-Exclusivity of Remedies...................................26 SECTION 5.08. Entitlements Under Certain Agreements.........................26 ARTICLE 6 SUBSIDIARIES SECTION 6.01. Performance...................................................27 ARTICLE 7 ACCESS TO INFORMATION AND COOPERATION SECTION 7.01. Consultation and Cooperation..................................27 SECTION 7.02. Corporate Records.............................................28 SECTION 7.03. Provision of Information......................................28 SECTION 7.04. Confidentiality...............................................29 SECTION 7.05. Preservation of Privilege.....................................29 SECTION 7.06. Certain Payroll- and Employee-Related Taxes...................30 ARTICLE 8 TAX PROCEEDINGS AND CONSENT SECTION 8.01. Control Over Tax Proceedings..................................30 SECTION 8.02. Notification of Claims........................................32 SECTION 8.03. Settlement of Tax Proceedings.................................32 ARTICLE 9 PAYMENTS SECTION 9.01. Procedure for Making Payments.................................33 ARTICLE 10 MISCELLANEOUS SECTION 10.01. Authorization................................................33 SECTION 10.02. Notices......................................................33 SECTION 10.03. Amendments; No Waivers.......................................36 SECTION 10.04. Expenses.....................................................37 SECTION 10.05. Successors and Assigns; No Third Party Beneficiaries.........37 SECTION 10.06. Governing Law................................................37 ii {PAGE} PAGE ---- SECTION 10.07. Counterparts; Effectiveness..................................37 SECTION 10.08. Entire Agreement.............................................38 SECTION 10.09. Dispute Resolution...........................................38 SECTION 10.10. Jurisdiction.................................................38 SECTION 10.11. Further Assurances...........................................39 SECTION 10.12. Severability.................................................39 SECTION 10.13. Survival.....................................................39 SECTION 10.14. Captions.....................................................39 SECTION 10.15. Specific Performance.........................................39 Schedule 1.01A - Certain Agreements Relating to Dispositions Effected by AFS and Aetna International, Inc. Schedule 1.01B - Assets Disposed of In Transactions Reportable Under Code Section 1060 Schedule 5.01 - Covered Tax Items iii {PAGE} FORM OF TAX SHARING AGREEMENT TAX SHARING AGREEMENT dated as of [___________], 2000 (this "Agreement") among Aetna Inc., a Connecticut corporation ("Aetna"), Aetna U.S. Healthcare, Inc., a Pennsylvania corporation ("Spinco"), and ING America Insurance Holdings, Inc., a Delaware corporation ("Parent"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, Aetna and Parent have agreed that all outstanding shares of the common stock of Spinco shall be distributed pro rata to Aetna's shareholders (provided that all conditions precedent to the Distribution (as defined below) have been satisfied), and, pursuant to an Agreement and Plan of Restructuring and Merger dated as of July 19, 2000 (the "Merger Agreement") among Aetna, Parent and ANB Acquisition Corp., a Connecticut corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub shall be merged with and into Aetna, as a result of which Aetna shall become a wholly owned subsidiary of Parent (the "Merger"); WHEREAS, for United States federal income tax purposes, it is intended that the holders of the Aetna Common Stock be treated as having received the cash consideration from Parent and the common stock of Spinco in redemption and disposition of the Aetna Common Stock (as defined below); WHEREAS, Aetna and Spinco have entered into a Distribution Agreement dated as of [_________], 2000 (the "Distribution Agreement"), to which this Agreement is Exhibit C and in which Aetna and Spinco have set forth the principal corporate transactions to be effected in connection with Aetna's distribution to its stockholders of the common stock of Spinco and certain other matters relating to the relationship and the respective rights and obligations of Aetna and Spinco following the Merger; WHEREAS, pursuant to the Tax (as defined below) laws of various jurisdictions, certain members of the Health Group (as defined below) presently file certain Tax returns on an affiliated, consolidated, combined, unitary, fiscal unit or other group (each such group, a "Consolidated Group") basis (including as permitted by Section 1501 of the Internal Revenue Code of 1986, as amended (the "Code")) with certain members of the Acquired Group (as defined below); and {PAGE} WHEREAS, Aetna, Parent and Spinco desire to set forth their agreement on, among other things, the rights and obligations of Aetna, Spinco and their respective Subsidiaries with respect to the handling and allocation of United States federal, state and local and foreign Taxes, and various other Tax matters. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.01. Definitions. (a) The following terms, as used herein, have the following meanings: "Acquired Group" means, at any time, such Parent Affiliates as are eligible to join with Aetna (or, in the case of a Combined New York-Illinois Tax, with Combined New York-Illinois Parent) in the filing of (i) for Federal Tax purposes, a consolidated Federal Tax Return, and (ii) for Combined State Tax purposes, a Combined State Tax Return. "Aetna" has the meaning set forth in the recitals. "Aetna Common Stock" means the common stock, par value US$0.01 per share, of Aetna. "Aetna Consolidated Group" means, at any time, (i) Aetna and each direct and indirect Subsidiary (including predecessors and successors thereto) that is eligible to join with Aetna in the filing of (A) for Federal Tax purposes, a consolidated Federal Tax return, and (B) for the purposes of a Combined State Tax that is not a Combined New York-Illinois Tax, a Combined State Tax return, or (ii) for the purposes of a Combined New York-Illinois Tax, the Combined New York-Illinois Parent and each Affiliate of Aetna that is eligible to join with the Combined New York-Illinois Parent in the filing of a Combined New York- Illinois Tax return. "Aetna International Disposition Agreements" means (i) the agreement(s) pursuant to which Aetna International, Inc. sold or caused to be sold the stock of Aetna Canada Holdings Limited to John Hancock Canadian Holdings Limited in August, 1999, (ii) the agreement(s) pursuant to which Aetna International, Inc., AE Five Inc. and Aetna Internacional y Compania S. de RL de CV sold or caused to be sold the stock of Seguros Monterrey Aetna and Fianzas Monterrey Aetna to New York Life International, Inc. in January, 2000, (iii) the 2 {PAGE} agreement(s) pursuant to which Sul America Aetna Participacoes S.A. sold or caused to be sold the stock of Brasilprev Prevedencia Privada S.A. to Principal Financial Services Inc. in October 1999, and (iv) other agreements which are 330890	Aetna Aetna Inc. ( Accident & Health Insurance ) As referenced in this Tax Sharing Agreement: Aetna Inc – {DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}2 {FILENAME}0002.txt {TEXT} EXHIBIT 10.2 TAX SHARING AGREEMENT among Aetna Inc ., Spinco and ING America Insurance Holdings, Inc. ------------------------------------ Dated as of [ ], 2000 {PAGE} TABLE OF CONTENTS ---------------------- PAGE ---- ARTICLE 1 DEFINITIONS SECTION 1.01. _____________ Aetna Inc – 5.01 - Covered Tax Items iii {PAGE} FORM OF TAX SHARING AGREEMENT TAX SHARING AGREEMENT dated as of [___________], 2000 (this "Agreement") among Aetna Inc ., a Connecticut corporation ("Aetna"), Aetna U.S. Healthcare, Inc., a Pennsylvania corporation ("Spinco"), and ING America Insurance Holdings, Inc., a Delaware corporation (" _____________ Aetna Inc – in writing (including facsimile or similar writing) and shall be deemed given when received addressed as follows: 33 {PAGE} If to Aetna, to: Aetna Inc . [ ] [ ] Attention: [ ] Fax: [ ] With copies to: Parent in c/o ING North America Insurance Corp. 5780 Powers Ferry Road, NW Atlanta, Georgia 30327- _____________ AETNA INC – hereto have caused this Tax Sharing Agreement to be duly executed by their respective authorized officers as of the date first above written. AETNA INC . By: --------------------------------------- Name: Title: AETNA U.S. HEALTHCARE, INC. By: --------------------------------------- Name: Title: ING AMERICA INSURANCE HOLDINGS, INC. By: --------------------------------------- Name: Title: 40 {/TEXT} {/DOCUMENT} _____________ dt 684612 ; ING Groep ING Groep NV ( Life Insurance ) As referenced in this Tax Sharing Agreement: ING Groep – beginning after December 31, 1999. "Spinco-Aetna Tax Proceeding" means any Tax Proceeding solely between (i) one or more of the Parent Affiliates, ING Groep N.V. and/or any entity that, following the Distribution Date, is a Subsidiary of ING Groep N.V., on one hand, and ( _____________ ING Groep – or more of the Parent Affiliates, ING Groep N.V. and/or any entity that, following the Distribution Date, is a Subsidiary of ING Groep N.V., on one hand, and (ii) one or more of the Spinco Affiliates, and/or any entity that, following the Distribution Date, _____________ dt 598980 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Tax Sharing Agreement: Davis Polk – Counsel Fax: [___________] William J. Casazza, Esq. Corporate Secretary Fax: [___________] Blake W. Martin Vice President, Tax Fax: [___________] With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Lewis B. Kaden, Esq. David L. Caplan, Esq. Fax: 212-450-4800 _____________ dt 648500 ;	Sullivan Sullivan & Cromwell ( Legal ) As referenced in this Tax Sharing Agreement: Sullivan & Cromwell – B. Scott Burton Senior Vice President & Chief Counsel Fax: 770-850-7660 Boyd G. Combs Senior Vice President Fax: 770-980-3303 and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Joseph B. Frumkin, Esq. William D. Torchiana, Esq. Fax: 212-558-3588 34 { _____________ Sullivan & Cromwell – Netherlands Attention: Fred Hubbell Executive Board Member Fax: +31-20-541-5402 Diederik van Wassenaer General Counsel Fax: +31-20-541-8723 and Sullivan & Cromwell 125 Broad Street New York, New York 10004 Attention: Joseph B. Frumkin, Esq. William D. Torchiana, Esq. Fax: 212-558-3588 Any _____________ dt 695560 ; Spinco; ING America Insurance Holdings, Inc.

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