TAX SHARING AGREEMENT

Exhibit 10.2

TAX SHARING AGREEMENT

This Tax Sharing Agreement (this “Agreement”), dated as of July 9, 2008, is entered into by and among Vivendi Holding I Corp., a Delaware corporation (“Vivendi”), Vivendi Games, Inc., a Delaware corporation (“Vivendi Games”), Activision Blizzard, Inc., a Delaware corporation (the “Company”) and any other person who becomes a party to this Agreement in accordance with the terms hereof.

WHEREAS, Vivendi is the United States parent of the Vivendi Group, and has filed, and anticipates to continue filing, Vivendi Group Tax Returns;

WHEREAS, on December 1, 2007, Vivendi S.A., VGAC LLC, Vivendi Games, the Company and Sego Merger Corporation entered into a Business Combination Agreement (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of the Company and Vivendi Games;

WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, Vivendi will directly or indirectly own a majority of issued and outstanding shares of common stock, par value $0.000001 per share of the Company;

WHEREAS, Vivendi anticipates that, subsequent to the combination of the businesses of the Company and Vivendi Games pursuant to the Combination Agreement, the Company, Vivendi Games, and other members of the Company Group may be eligible, or required, to join with the Vivendi Group in the filing of Vivendi Group Tax Returns during one or more taxable periods ending on or after the Closing Date (as defined below); and

WHEREAS, the parties wish to provide for an allocation and indemnification of Tax liabilities associated with (A) any taxable period during which Company, Vivendi Games, or other members of the Company Group join with the Vivendi Group in the filing of Vivendi Group Tax Returns or (B), in the case of Vivendi Games, any taxable period commencing prior to the combination of the businesses of the Company and Vivendi Games.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties agree as follows:

1.                         Definitions .  For purposes of this Agreement, the terms set forth below shall be defined as follows:

(a)           “Adjusted Repatriation Amount” shall have the meaning set forth in Section 8(d) hereof.

(b)           “Adjusted Repatriation Offset” shall have the meaning set forth in Section 8(d) hereof.

(c)           “Adjusted Separate Return Tax Liability” shall have the meaning set forth in Section 2.4(a) hereof.

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(d)           “Closing Date” shall mean July 9, 2008.

(e)           “Code” shall mean the Internal Revenue Code of 1986, as amended.

(f)            “Company” shall mean Activision Blizzard, Inc., as defined in the Preamble hereto and any predecessor or successor corporation.

(g)           “Company Controlled Tax Issue” shall have the meaning set forth in Section 6 hereof.

(h)           “Company Group” shall mean the Company and its subsidiaries.

(i)            “Company Subgroup” shall mean, in the case of any particular Determination Year, members of the Company Group that join with the Vivendi Group in the filing of a Vivendi Group Tax Return.

(j)            “Company Subgroup Related Tax Issue” shall have the meaning set forth in Section 6 hereof.

(k)           “Company US Group” shall mean Company and all United States persons, as defined in Section 7701(a)(3) of the Code, directly and indirectly wholly-owned by Company.

(l)            “Determination Year” shall mean, for any particular member of the Company Group that joins with the Vivendi Group in the filing of a Vivendi Group Tax Return for any particular taxable year, the taxable period beginning on or after the Effective Date for such Company Group member and ending on the earlier of (i) the last day of such taxable year or (ii) the Termination Date for such Company Group member.

(m)          “Dividend” shall mean a distribution of cash or cash equivalents that is a “dividend,” as defined in Section 316 of the Code, and that is includible in the gross income of the recipient for United States Federal income tax purposes.

(n)           “Effective Date” shall mean the later of (A) the date on which any member of the Company Group commences to be includible in a Vivendi Group Tax Return and (B) the Closing Date.

(o)           “Final Determination” shall mean a final “determination” as defined under section 1313 of the Code or under any similar provision for state or local Tax law purposes.

(p)           “Group Tax Return” shall mean any consolidated, unitary, or combined income or franchise Tax Return.

(q)           “Investor Agreement” shall mean that “Investor Agreement” dated as of the date hereof among Vivendi S.A., VGAC LLC, Vivendi Games and Company.

(r)            “Non-Company Vivendi Group” shall mean all members of the Vivendi Group other than the members of the Company Group.

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(s)           “Non-US Subsidiary” shall mean a foreign corporation for United States Federal income tax purposes that is directly or indirectly wholly-owned by Vivendi Games on the Closing Date.

(t)            “Non-US Subsidiary Cash” shall mean, with respect to a Non-US Subsidiary,  the cash and cash equivalents held by the Non-US Subsidiary on the Closing Date.

(u)           “Post-Closing Earnings” shall mean, with respect to a Non-US Subsidiary as of any particular date upon which such earnings are required to be determined hereunder, an amount equal the aggregate current and accumulated earnings and profits accumulated from the Closing Date up to and including such date, without adjustment for any portion of any distribution that qualifies as Repatriation Amount (or Adjusted Repatriation Amount, as the case may be) hereunder.

(v)           “ Post- Termination Taxable Period” shall mean any taxable period beginning on or after the Termination Date.

(w)          “ Pre- Termination Taxable Period” shall mean any taxable period beginning before the Termination Date.

(x)            The “Repatriation Amount” attributable to a Dividend shall mean, in respect of any Non-US Subsidiary, an amount equal to the lesser of (i) the excess, if any, of (A) the amount of such Dividend, over (B) the Post-Closing Earnings of such Non-US subsidiary as determined on the date immediately preceding the distribution date of such Dividend and (ii) the Repatriation Balance as determined immediately prior to the payment of such Dividend.

(y)           The “Repatriation Balance”  shall mean, with respect to a Non-US subsidiary as of any particular time when a determination of a Repatriation Balance is required to be made hereunder, the excess, if any, of (i) the Non-US Subsidiary Cash associated with such Non-US Subsidiary over (ii) the sum of (A) the aggregate Repatriation Amount (or Adjusted Repatriation Amount, as the case may be) attributable to Dividends made by such Non-US Subsidiary after the Closing Date and immediately prior to such determination, (B) any amount paid by the Non-US Subsidiary after the Closing Date to acquire an equity interest in any entity, (C) the net aggregate amount contributed by the Non-US Subsidiary after the Closing Date as equity to any other entity, (D) the aggregate amount lent by the Non-US Subsidiary to any other Non-US Subsidiary after the Closing Date, and (E) any other amount invested by the Non-US Subsidiary after the Closing Date that is an investment in a capital asset or otherwise capitalizable for United States Federal income tax purposes.

(z)            “Repatriation Cutoff” means the fifth (5th) anniversary of the Closing Date.

(aa)         The “Repatriation Offset” attributable to a Dividend shall mean an amount equal to fifty percent (50%) of the Repatriation Tax attributable to such Dividend.

(bb)         The “Repatriation Tax” attributable to a Dividend shall mean the excess, if any, of (i) the aggregate actual or hypothetical (as the case may be) United States Federal income Tax liability (net of any foreign tax credits associated with the Repatriation Amount (or Adjusted

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Repatriation Amount, as the case may be) attributable to such Dividend under sections 901, 902 or 903 of the Code and allowable to the Company US Group, regardless of whether such credits are actually claimed) of the Company US Group, determined on an actual or pro forma basis as if Company were not part of a consolidated group of which it is not the parent, over (ii) the aggregate hypothetical United States Federal income Tax liability, determined in the same manner as under clause (i), that the Company US Group would have incurred if the Repatriation Amount (or Adjusted Repatriation Amount, as the case may be) attributable to the Dividend had not been distributed.

(cc)         “Resolution Accountant” shall have the meaning set forth in Section 7 hereof.

(dd)         “Separate Return Tax Liability” shall mean, in the case of any particular Determination Year, the hypothetical Federal, state, local, or foreign income or franchise Tax liability, as the case may be, of the Company Subgroup determined (i) on a pro forma basis, in accordance with Section 2.3 hereof, as if such Company Subgroup had filed their own Group Tax Return for such year, (ii) taking into account the Tax Items for each previous Determination Year in respect of which a Separate Return Tax Liability was determined for such members, and, (iii) if applicable, as adjusted pursuant to Section 8(a) hereof.

(ee)         “Tax” or “Taxes” shall mean all federal, state, local, foreign and value-added taxes, and other assessments of a similar nature (whether imposed directly, through withholding, or in the nature of a sales or value added tax), including any interest, additions to Tax, or penalties applicable thereto, imposed by any Tax Authority.

(ff)           “Tax Contest” shall mean any audit, assessment of Tax, other examination by any Taxing Authority, or any proceeding or appeal of such proceeding.

(gg)         “ Tax Items ” shall mean any item of income, gain, loss, deduction, expense, Tax credit, Tax basis, capitalized cost, or any related carryover or carryback Tax Items or other Tax attributes that may have the effect of increasing or decreasing the determination of the Tax liability of a person for any particular taxable period.

(hh)         “Tax Return” shall mean any return, report, or information statement (including all exhibits and schedules thereto), in respect of any Tax, that has been, or is required to be, filed with a Taxing Authority.

(ii)           “Taxing Authority” shall mean any governmental authority having jurisdiction over the imposition, determination, assessment, or collection of any Tax.

(jj)           “Termination Event” shall mean, for any particular member of the Company Group that has joined with the Vivendi Group in the filing of a Vivendi Group Tax Return, any event pursuant to which such member ceases to be includible in a Vivendi Group Tax Return.

(kk)         “Termination Date” shall mean, for any particular member of the Company Group that has joined with the Vivendi Group in the filing of a Vivendi Group Tax Return, the date on which a Termination Event occurs.

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(ll)           “Vivendi” shall mean Vivendi Holding I Corp., as defined in the Preamble hereto and any predecessor or successor corporation.

(mm)       “Vivendi Controlled Tax Issue” shall have the meaning set forth in Section 6 hereof.

(nn)         “Vivendi Games” shall mean Vivendi Games, Inc., as defined in the Preamble hereto and any predecessor or successor corporation.

(oo)         “Vivendi Group” shall mean, for any particular taxable year, Vivendi and any other corporation that has joined, or will join, with Vivendi in the filing of a Vivendi Group Tax Return.

(pp)         “Vivendi Group Tax Return” shall mean any Group Tax Return of the Vivendi Group.

(qq)         “Vivendi Group Taxable Year” shall mean each taxable year commencing after, or including, the Closing Date, in respect of which (i) a Vivendi Group Tax Return is permitted or required to be filed and (ii) such Vivendi Group Tax Return includes one or more members of the Company Group.

2.                         Vivendi Group Tax Returns .

2.1           Filing by Vivendi .  For each taxable period during which a member of the Company Group is eligible, or required, to join with the Vivendi Group in the filing of a Vivendi Group Tax Return, Company shall, and shall cause each relevant Company Group member to, (A) consent to and join with the Vivendi Group in the filing of any Vivendi Group Tax Return as Vivendi may elect or be required to file, (B) become a party to this Agreement, and (C) execute such documents and take such actions as Vivendi may reasonably request in connection with such filing.  For each such Vivendi Group Taxable Year, Vivendi shall file the Vivendi Group Tax Return on a timely basis.

2.2           Payment of Tax Liability .  Company shall timely pay to the appropriate Taxing Authority or discharge any Taxes required to be paid by any member of the Company Group.  For each Vivendi Group Taxable Year, Vivendi shall timely pay or discharge, or cause to be timely paid or discharged, the Tax liability of the Vivendi Group for such taxable year to the extent such liability is not required to be paid or discharged by Company pursuant to this Section 2.2.

2.3           Separate Return Tax Liability .  At least 60 days prior to the due date (taking into account any applicable extensions) for the filing of a Vivendi Group Tax Return in respect of which a member of the Company Group is included in such filing, Company shall furnish to Vivendi a written calculation in reasonable detail setting forth the amount of the Separate Return Tax Liability for the Company Subgroup, which calculation shall be subject to the reasonable review and approval of Vivendi.  In the case of estimated payments of Tax, the Company Subgroup shall make a reasonable estimate of the Separate Return Tax Liability (the “Estimated Separate Tax Return Liability”) for the Company Subgroup after good faith consultation with Vivendi and pay such estimated amount to Vivendi at the time specified in

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