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EXHIBIT 10.(g)
TAX SHARING AGREEMENT
THIS AGREEMENT is entered into by and
between ING Life Insurance and Annuity
Company (formerly known as Aetna Life
Insurance and Annuity Company) ("ILIAC")
and ING Insurance Company of America, Inc.
(formerly known as Aetna Insurance
Company of America, Inc.)
("Subsidiary").
WITNESSETH:
WHEREAS, ILIAC and the Subsidiary are
members of an affiliated group, as that
term is defined in Section 1504 of the
Internal Revenue Code of 1986, as amended
(the "Code"), which expects to file a
consolidated federal income tax return for
each taxable year during which the
Subsidiary are includible corporations
qualified to so file; and
WHEREAS, it is desirable for the Subsidiary
and ILIAC to enter into this Tax
Sharing Agreement ("Agreement") to provide
for the manner of computation of the
amounts and timing of payments with regard
thereto by ILIAC to the Subsidiary
and by the Subsidiary to ILIAC, and various
related matters;
NOW, THEREFORE, in consideration of the
agreements contained herein and of other
good and valuable consideration, the
receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
1. AMOUNT OF PAYMENTS
a. GENERAL - For each taxable
year during which the Subsidiary is
included in a consolidated federal income tax return with ILIAC,
the
Subsidiary will pay to ILIAC an amount equal to the regular
federal
income tax liability (including any interest, penalties and
other
additions to tax) that the Subsidiary would pay on its taxable
income
if it were filing a separate, unconsolidated return, provided that
(i)
Tax Assets (as defined herein) will be treated in accordance
with
subsection (b) of this section, (ii) intercompany transactions will
be
treated in accordance with income tax regulations governing
intercompany transactions in consolidated returns and subject to
any
election which may be made by ILIAC with regard thereto; (iii)
the
Subsidiary's payment will be increased to the extent that such
Subsidiary generates Other Taxes, as determined in accordance
with
subsection (d) of this section; (iv) such computation will be made
as
though the highest rate of tax specified in subsection (b) of
Section
11 of the Code were the only rate set forth in that subsection,
and
(v) such computation shall reflect the positions, elections and
accounting methods used by ILIAC in preparing the consolidated
federal
income tax return for ILIAC and its Subsidiary.
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b. TAX ASSETS - "Tax Asset"
shall mean any net operating loss, net
capital loss, investment tax credit, foreign tax credit,
charitable
deduction, dividends received deduction or any other deduction,
credit
or tax attribute which could reduce taxes. Except as provided
in
subsection (c) of this section, for each taxable year during which
a
Subsidiary is included in a consolidated federal income tax
return
with ILIAC, ILIAC will pay to the Subsidiary an amount equal to
the
tax benefit of the Subsidiary's Tax Assets generated in such year.
The
valuation of the tax benefit attributable to a Subsidiary's Tax
Assets
shall be made by ILIAC, and shall be determined without regard
to
whether such Tax Assets are actually utilized in the reduction of
the
consolidated federal income tax liability for any consolidated
taxable
year.
c. SEPARATE RETURN YEARS - To
the extent any portion of a Tax Asset of
the affiliated group is carried back to a pre-consolidation
separate
return year of the Subsidiary (whether by operation of law or at
the
discretion of ILIAC) the Subsidiary shall not be entitled to
payment
from ILIAC with respect thereto. This shall be the case whether or
not
that Subsidiary actually receives payment for the benefit of such
Tax
Asset from the Internal Revenue Service ("IRS") or from the parent
of
a former affiliated group.
d. OTHER TAXES - For any
taxable year in which the affiliated group
incurs taxes (other than the alternative minimum tax) such as
ITC
recapture, environmental tax, etc. ("Other Taxes"), such taxes, to
the
extent directly allocable to particular members of the
affiliated
group, will be paid by such members. To the extent such taxes are
not
directly allocable to particular members of the affiliated group,
such
taxes will be paid by ILIAC and/or the Subsidiary producing the
attributes that give rise to such taxes, in the proportion that
such
attributes bear to the total amount of such attributes.
e. ALTERNATIVE MINIMUM TAX
("AMT") AND RELATED MINIMUM TAX CREDIT
("MTC")- For any taxable year in which the affiliated group incurs
an
AMT or utilizes a MTC, the Subsidiary producing the attributes
that
give rise to the AMT or MTC shall pay to, or receive from, ILIAC
such
AMT or MTC amount respectively. The calculation of the AMT or
MTC
shall be subject to a methodology determined by ILIAC in its
sole
discretion, provided, however, that any method adopted by ILIAC
shall
not be changed without prior notification to all affected
Subsidiary.
Any payments required under this subsection are in addition to
payments required under the previous subsections.
f. Unless specifically approved
in writing, all payments made pursuant to
this Agreement by the Subsidiary shall be made by the Subsidiary,
and
not by any other company or business unit on behalf of the
Subsidiary.
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2. INSTALLMENT PAYMENTS
a. DETERMINATION AND TIMING -
During and following a taxable year in
which the Subsidiary is included in a consolidated federal income
tax
return with ILIAC, it shall pay to ILIAC, or receive from ILIAC,
as
the case may be, installment payments of the amount determined
pursuant to section 1 of this Agreement. Payments shall take place
on
the dates, on the bases of calculations, and in amounts that
produce
cumulative installments, as follows:
<Table>
<Caption>
DATE
BASIS OF CALCULATION
CUMULATIVE INSTALLMENT
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<C>
April 15
Prior year annual financial statement
25% of tax liability as determined in prior
year financial statements results updated for
known adjustments
June 15
March 31 three month financial statement 50% of tax
liability as determined by current
financial statement annualized results
September 15
June 30 six month financial statement
75% of tax liability as determined by current
financial statement annualized results
December 15
September 30 nine month financial
100% of tax liability as determined by
statement
current financial statement annualized results
March 15
Year-end annual financial statement
100% of tax liability as determined by actual
financial statements results for prior year
updated for known adjustments
Not earlier than September Final tax return
100% of tax liability for prior year
15 of the following year
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The due dates, basis of calculation and cumulative installments
set
forth above and made during a taxable year are intended to
correspond
to
the applicable percentages as set forth in Section
6655(e)(2)(B)(ii) of the Code. Should the Code be amended to
alter
such provisions, it is hereby agreed by the parties to this
Agreement
that the provisions will correspondingly change. ILIAC may revise
the
schedule of installment payments set forth in this paragraph, and
may
provide for annual rather
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than quarterly payments in cases where amounts due fall be
