EXHIBIT 10(h)
AMENDED CONSOLIDATED FEDERAL INCOME
TAX LIABILITY ALLOCATION AGREEMENT
between
SCOR U.S. CORPORATION
hereinafter call the "Parent Company," on the one part
and
SCOR REINSURANCE COMPANY,
SCOR SERVICES, INC.
BIND, INC.
THE UNITY FIRE AND GENERAL INSURANCE COMPANY,
GENERAL SECURITY ASSURANCE CORPORATION OF NEW YORK,
NARG, INC.
All six being subsidiaries of the Parent Company, hereinafter called
individually the "Subsidiary" and collectively the "Subsidiaries," on
the other part,
WHEREAS, it appears that certain benefits might be derived jointly by
the Parent Company and its Subsidiaries from the filing of
consolidated federal income tax returns, as legally permitted under
the Internal Revenue Code; and
WHEREAS, each of the Subsidiaries agrees to be a party to the
consolidated federal income tax agreement, and the Parent Company
agrees to file the consolidated federal income tax return on behalf of
the participating affiliated Group;
NOW, THEREFORE, the parties upon their individual participation and
effective with tax year 1990, hereto agree as follows:
1. Each Subsidiary will furnish all necessary information and
data to the Parent Company so as to enable it to prepare and file
consolidated federal income tax returns, as required under the
Internal Revenue Code and the regulations of the Internal Revenue
Service.
2. Each Subsidiary will provide the Parent Company with
sufficient funds corresponding to its individual federal income
tax liability, so as to enable the Parent Company to proceed to
the payment of the consolidated income taxes as required under
the Federal Tax Laws and Regulations. All settlements under this
Agreement shall be made within 30 days of the filing of the
applicable estimated or actual consolidated federal corporate
income tax return with the Internal Revenue Service, except
where a refund is due to Parent Company, in which case, it may
defer payment to the Subsidiary to within 30 days of receipt of
such refund.
3. The tax charge to any Subsidiary under this Agreement shall
not be more than it would have paid if it had filed on a separate
return basis. The Subsidiary shall be "paid" for any foreign tax
credits, investment credits, losses or nay loss carry over
(collectively herein referred to as "credits") generated by it,
to the extent actually used in the consolidated return. Payment
shall be equal to the "savings" generated by its credits. All
payments shall be recorded on the Subsidiary's books as
contributed surplus.
4. To help assure any Subsidiary's enforceable right to recoup
federal income taxes in the event of future net losses an escrow
consisting of assets eligible as an investment for such
Subsidiary shall be established and maintained by the Parent
Company in an amount equal to the excess of the amount paid by
such Subsidiary to the Parent Company for federal taxes over the
actual payment made by the Parent Company to the Internal Revenue
Service. The escrow account shall be established at such time as
the amount any Subsidiary pays the Parent Company for federal
income taxes exceeds the actual amount of income taxes ICNA
Holding pays to the Internal Revenue Service. Escrow Assets may
be released to the Parent Company from the escrow account at such
time as the permissible period for loss carrybacks has elapsed.
The terms of the escrow account will be those set forth in the
proposed Escrow Agreement attached hereto as Exhibit A.
5. Tax losses carried forward shall be treated in accordance
with Generally Accepted Accounting Principles.
6. Adjustments shall be made if taxable income, special
deductions or credits reported in a consolidated return are
revised by the Internal Revenue Service, or other appropriate
authority.
7. The Agreement may be terminated if:
a. The parties hereto agree in writing to such
termination; or
b. membership in the affiliated Group ceases or is
terminated for any reason whatsoever; or
c. the affiliated Group fails to file a consolidated
return for any taxable year.
8. Notwithstanding the termination of this Agreement, its
provisions will remain in effect, with respect to any period of
time during the tax year in which termination occurs, for which
the income of the terminating party must be included in the
consolidated return.
9. The Agreement shall not be assignable to any party without
the prior written consent of the others.
10. Should any difference of opinion arise between or among any
of the parties to this Agreement which cannot be resolved in the
normal course of business with respect to the interpretation of
this Agreement or the implementation of performance of the
respective obligation of the parties under this Agreement, the
difference shall be submitted to standard arbitration.
11. Notwithstanding the termination of this Agreement, all
materials including, but not limited to, returns, supporting
schedules, workpapers, correspondence and other documents
relating to the consolidated return shall be made available to
any party to the agreement during regular business hours.
IN WITNESS THEREOF, the parties hereto, by their respective duly
authorized officers, have executed this Agreement in quintuplicate at:
New York, New York, this 19th day of September, 1990
SCOR U.S. CORPORATION
Maxine H. Verne William K. Lowry, Jr.
Assistant Secretary Sr. Vice President
SCOR REINSURANCE COMPANY
Maxine H. Verne William K. Lowry, Jr.
Assistant Secretary Sr. Vice President
SCOR SERVICES, INC.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Sr. Vice President
BIND, INC.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Sr. Vice President
THE UNITY FIRE AND GENERAL INSURANCE COMPANY
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Sr. Vice President
GENERAL SECURITY ASSURANCE CORPORATION OF NEW YORK
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Sr. Vice President
NARG, INC.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Sr. Vice President
EXHIBIT 10(h)
AMENDMENT No. 2 TO TAX AGREEMENT
This Amendment No. 2 to Tax Agreement made this 5th day of May,
1994, by and between SCOR U.S. Corporation ("Parent Company") and SCOR
Reinsurance Company; SCOR Services, Inc.; Bind, Inc.; California
Reinsurance Management Company; General Security Insurance Company,
formerly known as International Insurance Company of Takoma Park,
Maryland; General Security Indemnity Company, formerly known as
Southwest International Reinsurance Company; Morgard, Inc.; and The
Unity Fire and General Insurance Company and NARG, Inc. (individually,
a "Subsidiary" and collectively, the "Subsidiaries") is intended to
amend an Amended Consolidated Federal Income Tax Liability Allocation
Agreement dated May 2, 1991, ("Agreement") between the above-named
parties.
WHEREAS, effective August 30, 1993, the charter of Southwest
International Reinsurance Company was amended to change the name of
the company to General Security Indemnity Company ("GSInd");
WHEREAS, effective January 12, 1993, the charter of International
Insurance Company of Takoma Park, Maryland was amended to change the
name of the company to General Security Insurance Company ("GSIC");
and
WHEREAS, effective January 1, 1994 General Security Assurance
Corporation of New York ("GSANY"), an original party to the Agreement,
was merged with and into SCOR Reinsurance Company; and
WHEREAS, the parties desire to amend the Agreement to reflect the
aforesaid events.
NOW, THEREFORE, in consideration of the premises and covenants
set forth herein, the parties hereto agree that the Agreement shall be
amended as follows:
i. That, the terms "Subsidiary" or "Subsidiaries" as
defined in the Agreement shall not include GSANY and
all references to GSANY shall be deleted in their
entirety, effective as of January 1, 1994.
ii. That, any and all references in the Agreement to
(a) Southwest International Reinsurance Company
("SIRCO") shall be deleted and General Security
Indemnity Company ("GSInd") shall be substituted in
lieu thereof, and to (b) International Insurance
Company of Takoma Park, Maryland shall be deleted and
General Security Insurance Company ("GSIC") shall be
substituted in lieu thereof.
3. That aside from the foregoing, the Agreement shall
continue to be binding upon the parties with regard to all the
provisions contained therein.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment
No. 2 to Tax Agreement to be executed the day and year first-above
written.
SCOR U.S. CORPORATION
Maxine H. Verne Jeffrey D. Cropsey
Maxine H. Verne Jeffrey D. Cropsey
Assistant Secretary Senior Vice President
SCOR REINSURANCE COMPANY
Maxine H. Verne Jeffrey D. Cropsey
Maxine H. Verne Jeffrey D. Cropsey
Assistant Secretary Senior Vice President
SCOR SERVICES, INC.
Maxine H. Verne John T. Andrews, Jr.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Senior Vice President
BIND, INC.
Maxine H. Verne John T. Andrews, Jr.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Senior Vice President
THE UNITY FIRE AND GENERAL INSURANCE COMPANY
Maxine H. Verne John T. Andrews, Jr.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Senior Vice President
NARG, INC.
Maxine H. Verne John T. Andrews, Jr.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Senior Vice President
GENERAL SECURITY INDEMNITY COMPANY
Maxine H. Verne John T. Andrews, Jr.
Maxine H. Verne John T. Andrews, Jr.
Assistant Secretary Senior Vice President
CALIFORNIA REINSURANCE MANAGEMENT CORPORATION
Maxine H. Verne R. Daniel Brooks
Maxine H. Verne R. Daniel Brooks
Secretary President
MORGARD, INC.
Mark A. Welshons Phillip L. Chapman
Mark A. Welshons Phillip L. Chapman
Assistant Secretary President
GENERAL SECURITY INSURANCE COMPANY
Mark A. Welshons John T. Andrews, Jr.
Mark A. Welshons John T. Andrews, Jr.
Assistant Secretary Senior Vice President