TAX SHARING AGREEMENT

Tax Allocation or Sharing Agreement

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PIPER JAFFRAY COMPANIES | U.S. Bancorp

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Title: TAX SHARING AGREEMENT
Date: 3/8/2004
Industry: Investment Services Sector: Financial

TAX SHARING AGREEMENT, Parties: piper jaffray companies , u.s. bancorp

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EXHIBIT 10.2

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this "Agreement"), is entered into as of

December 23, 2003 by and between U.S. Bancorp, a Delaware corporation

("Parent"), and Piper Jaffray Companies, a Delaware corporation and an indirect,

wholly owned subsidiary of Parent ("SpinCo").

W I T N E S S E T H

WHEREAS, Parent and SpinCo have entered into a Separation and

Distribution Agreement, dated as of the date hereof (the "SDA");

WHEREAS, Parent intends to distribute the stock of SpinCo in the

External Spin-Off (as defined below) to holders of shares of Parent Common Stock

(as defined in the SDA) and to effect certain related transactions;

WHEREAS, for U.S. federal income tax purposes, it is intended that each

of the Spin-Off-Related Transactions (as defined below) shall qualify as a

tax-free transaction under Sections 355 and/or 368(a)(1)(D) of the Internal

Revenue Code of 1986, as amended (the "Code");

WHEREAS, at the close of business on the Distribution Date (as defined

in the SDA), the taxable year of SpinCo shall close for U.S. federal income tax

purposes; and

WHEREAS, the parties hereto wish to provide for the payment of Income

Taxes and Other Taxes (each as defined herein) and entitlement to refunds

thereof, allocate responsibility and provide for cooperation in connection with

the filing of returns in respect of Income Taxes and Other Taxes, and provide

for certain other matters relating to Income Taxes and Other Taxes;

NOW, THEREFORE, in consideration of the premises and the

representations, covenants and agreements herein contained and intending to be

legally bound hereby, Parent and SpinCo hereby agree as follows:

1. DEFINITIONS. Capitalized terms used but not otherwise defined

herein shall have the respective meanings assigned to them in the SDA. For

purposes of this Agreement, the following terms shall have the meanings set

forth below:

"Actually Realized" or "Actually Realizes" means, for purposes

of determining the timing of the incurrence of any Spin-Off Tax Liability,

Income Tax Liability or Other Tax Liability or the realization of a Refund (or

any related Income Tax or Other Tax cost or benefit) by a Person in respect of

any payment, transaction, occurrence or event, the time at which the amount of

Income Taxes or Other Taxes paid (or Refund realized) by such Person is

increased above or reduced below the amount of Income Taxes or Other Taxes that

such Person would have been required to pay (or Refund that such Person would

have realized) but for such payment, transaction, occurrence or event.

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"Aggregate Spin-Off Tax Liabilities" means the sum of the

Spin-Off Tax Liabilities with respect to each Taxing Jurisdiction.

"Board Certification" means a certified copy of a resolution

of the SpinCo Board in which the SpinCo Board, after an investigation of the

facts and advice concerning the applicable law, finds and warrants to Parent

that (a) following the transaction at issue, one or more Persons will not have

acquired, and will not have the right to acquire, directly or indirectly, more

than 35% (by vote or value) of the outstanding Equity Securities of SpinCo or

any member of the SpinCo Group (determined immediately after such transaction)

taking into account all relevant issuances, redemptions or other acquisitions of

(and agreements to issue, redeem or otherwise acquire) Equity Securities (and

assuming the exercise or conversion of all such Equity Securities (if such

Equity Securities are options or warrants or similar exercisable or convertible

securities) and the closing of all such agreements) from the point in time two

years prior to the External Spin-Off to the date immediately following such

transaction and pursuant to any other transaction which is part of a plan or

series of related transactions (within the meaning of Section 355(e) of the

Code) that includes the External Spin-Off, (b) SpinCo will be the surviving

entity if such transaction is a merger (and the transaction is not a reverse

subsidiary merger in which SpinCo is the surviving entity) and (c) the facts and

conclusions contained in the resolution will be true and correct at the time the

transaction at issue closes.

"Business Day" means any day other than a Saturday, a Sunday

or a day on which banking institutions located in the State of Minnesota are

authorized or obligated by law or executive order to close.

"Cash Acquisition Merger" means a merger of a newly-formed

Subsidiary of SpinCo with a corporation, limited liability company, limited

partnership, general partnership or joint venture (in each case, not previously

owned, directly or indirectly, by SpinCo) solely for cash pursuant to which

SpinCo acquires such corporation, limited liability company, limited

partnership, general partnership or joint venture and no Equity Securities of

SpinCo or any SpinCo Subsidiary are issued, sold, redeemed or acquired, directly

or indirectly.

"Carryback" means the carryback of a Tax Attribute (including,

without limitation, a net operating loss, a net capital loss or a tax credit) by

a member of the SpinCo Group from a Post-Distribution Taxable Period to a

Pre-Distribution Taxable Period.

"Code" has the meaning set forth in the recitals of this

Agreement.

"Combined Return" means a consolidated, combined or unitary

Income Tax Return or Other Tax Return that actually includes, by election or

otherwise, one or more members of the Parent Group together with one or more

members of the SpinCo Group.

"Contribution" means those certain capital contributions to

SpinCo by PJC made in connection with the Internal Spin-Off.

"Distribution-Related Proceeding" means any Proceeding in

which the IRS, another Tax Authority or any other party to such Proceeding

asserts a position that could reasonably be expected to adversely affect the

Tax-Free Status of any of the Spin-Off-Related Transactions.

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"Equity Securities" means any stock or other equity securities

treated as stock for tax purposes, or options, warrants, rights, convertible

debt, or any other instrument or security that affords any Person the right,

whether conditional or otherwise, to acquire stock or to be paid an amount

determined by reference to the value of stock.

"External Spin-Off" means the pro rata distribution by Parent

of the stock of SpinCo to the holders of Parent Common Stock with respect to

such stock.

"Fifty-Percent or Greater Interest" has the meaning ascribed

to such term for purposes of Sections 355(d) and (e) of the Code.

"Final Determination" means the final resolution of liability

for any Income Tax or Other Tax, which resolution may be for a specific issue or

adjustment or for a taxable period, (a) by IRS Form 870 or 870-AD (or any

successor forms thereto), on the date of acceptance by or on behalf of the

taxpayer, or by a comparable form under the laws of a State, local, or foreign

taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall

not constitute a Final Determination to the extent that it reserves (whether by

its terms or by operation of law) the right of the taxpayer to file a claim for

Refund or the right of the Tax Authority to assert a further deficiency in

respect of such issue or adjustment or for such taxable period (as the case may

be); (b) by a decision, judgment, decree, or other order by a court of competent

jurisdiction, which has become final and unappealable; (c) by a closing

agreement or accepted offer in compromise under Sections 7121 or 7122 of the

Code, or a comparable agreement under the laws of a State, local, or foreign

taxing jurisdiction; (d) by any allowance of a Refund or credit in respect of an

overpayment of Income Tax or Other Tax, but only after the expiration of all

periods during which such Refund may be recovered (including by way of offset)

by the jurisdiction imposing such Income Tax or Other Tax; or (e) by any other

final disposition, including by reason of the expiration of the applicable

statute of limitations or by mutual agreement of the parties.

"Income Tax" (a) means (i) any foreign or any United States

federal, State or local tax, charge, fee, impost, levy or other assessment that

is based upon, measured by, or calculated with respect to (A) net income or

profits (including, but not limited to, any capital gains, gross receipts, or

minimum tax, and any tax on items of tax preference, but not including the

business and occupation taxes in the state of Washington and local jurisdiction

within the state of Washington, sales, use, value added, real property gains,

real or personal property, transfer or similar taxes), (B) multiple bases

(including, but not limited to, corporate franchise, doing business or

occupation taxes), if one or more of the bases upon which such tax may be based,

by which it may be measured, or with respect to which it may be calculated is

described in clause (a)(i)(A) of this definition, or (C) any net worth,

franchise or similar tax, in each case together with (ii) any interest and any

penalties, fines, additions to tax or additional amounts imposed by any Tax

Authority with respect thereto and (b) includes any transferee or successor

liability in respect of an amount described in clause (a) of this definition.

"Income Tax Benefit" means, with respect to the effect of any

Carryback on the Income Tax Liability of Parent or the Parent Group for any

taxable period, the excess of (a) the hypothetical Income Tax Liability of

Parent or the Parent Group for such taxable period, calculated as if such

Carryback had not been utilized but with all other facts unchanged over (b)

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the actual Income Tax Liability of Parent or the Parent Group for such taxable

period, calculated taking into account such Carryback (and treating a Refund as

a negative Income Tax Liability, for purposes of such calculation).

"Income Tax Liabilities" means all liabilities for Income

Taxes.

"Income Tax Return" means any return, report, filing,

statement, questionnaire, declaration or other document required to be filed

with a Tax Authority in respect of Income Taxes.

"Indemnified Party" means any Person seeking indemnification

pursuant to the provisions of this Agreement.

"Indemnifying Party" means any party hereto from which any

Indemnified Party is seeking indemnification pursuant to the provisions of this

Agreement.

"Independent Third Party" means a nationally recognized law

firm or any of the following accounting firms or their successors: Ernst & Young

LLP, KPMG LLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP.

"Internal Spin-Off" means the distribution by PJC of all the

stock of SpinCo to its sole shareholder, Parent.

"IRS" means the Internal Revenue Service of the United States.

"Losses" means any and all losses, liabilities, claims,

damages, obligations, payments, costs and expenses, matured or unmatured,

absolute or contingent, accrued or unaccrued, liquidated or unliquidated, known

or unknown (including, without limitation, the costs and expenses of any and all

Actions, threatened Actions, demands, assessments, judgments, settlements and

compromises relating thereto and attorneys' fees and any and all expenses

whatsoever reasonably incurred in investigating, preparing or defending against

any such Actions or threatened actions).

"Other Tax Liabilities" means all liabilities for Other Taxes.

"Other Tax Returns" means any return, report, filing,

statement, questionnaire, declaration or other document required to be filed

with a Tax Authority in respect of Other Taxes.

"Other Taxes" means all forms of taxation, whenever created or

imposed, and whether of the United States of America or elsewhere, and whether

imposed by a local, municipal, governmental, State, federation or other body,

and without limiting the generality of the foregoing, shall include the business

and occupation taxes in the state of Washington and local jurisdiction within

the state of Washington, superfund, sales, use, ad valorem, value added,

transfer, recording, withholding, payroll, employment, excise, occupation,

premium or property taxes (in each case, together with any related interest,

penalties and additions to tax, or additional amounts imposed by any Tax

Authority thereon); provided, however, that Other Taxes shall not include any

Income Taxes.

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"Parent Consolidated Group" means the affiliated group of

corporations (within the meaning of Section 1504(a) of the Code without regard

to the exclusions in Section 1504(b)(1) through (8)) of which Parent is the

common parent (and any predecessor or successor to such affiliated group).

"Parent Group" means (a) Parent and each Person that is a

direct or indirect Subsidiary of Parent (including any Subsidiary of Parent that

is disregarded for U.S. federal Income Tax purposes (or for purposes of any

State, local, or foreign tax law)) immediately after the External Spin-Off after

giving effect to the Spin-Off-Related Transactions, (b) any corporation (or

other Person) that shall have merged or liquidated into Parent or any such

Subsidiary and (c) any predecessor or successor to any Person otherwise

described in this definition.

"Parent Separate Return" shall mean any Separate Return

required to be filed by Parent or any member of the Parent Group.

"Permitted Transaction" means any transaction that satisfies

the requirements of Sections 5(c)(i), 5(c)(ii) or 5(c)(iii).

"Person" means any individual, partnership, joint venture,

limited liability company, corporation, association, joint stock company, trust,

unincorporated organization or similar entity or a governmental authority or any

department or agency or other unit thereof.

"PJC" means U.S. Bancorp Piper Jaffray Companies, Inc., a

Delaware corporation.

"Post-Distribution Taxable Period" means a taxable period (or

portion thereof) that begins after the Distribution Date.

"Pre-Distribution Taxable Period" means a taxable period (or

portion thereof) that ends on or before the Distribution Date.

"Private Letter Ruling" means (a) any private letter ruling

issued by the IRS in connection with any of the Spin-Off-Related Transactions or

(b) any similar ruling issued by any Tax Authority other than the IRS in

connection with any of the Spin-Off-Related Transactions.

"Private Letter Ruling Documents" means (a) any Private Letter

Ruling, any request for a Private Letter Ruling submitted to the IRS, together

with the appendices and exhibits thereto and any supplemental filings or other

materials subsequently submitted to the IRS, in connection with the

Spin-Off-Related Transactions or (b) any similar filings submitted to any other

Tax Authority in connection with any such request for a Private Letter Ruling.

"Proceeding" means any audit or other examination, or judicial

or administrative proceeding relating to liability for, or Refunds or

adjustments with respect to, Income Taxes or Other Taxes.

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"Refund" means any refund of Income Taxes or Other Taxes,

including any reduction in Income Tax Liabilities or Other Tax Liabilities by

means of a credit, offset or otherwise.

"Representative" means with respect to a Person, such Person's

officers, directors, employees and other authorized agents.

"Restriction Period" means the period beginning on the date

hereof and ending on the second anniversary of the Distribution Date.

"Separate Return" means (a) in the case of any Income Tax

Return or Other Tax Return required to be filed by any member of the SpinCo

Group (including any consolidated, combined or unitary return), any such tax

return that does not include any member of the Parent Group and (b) in the case

of any Income Tax Return or Other Tax Return required to be filed by any member

of the Parent Group (including any consolidated, combined or unitary return),

any such tax return that does not include any member of the SpinCo Group.

"Settlement Statement" means a detailed reconciliation showing

the amount of cash that is to be exchanged between Parent and SpinCo in

settlement of all SpinCo Group current tax accounts as recorded on the SpinCo

general ledger for all Pre-Distribution Taxable Periods. Such amount shall be

computed as the sum of (i) the balance of the current income tax payable account

of the members of the SpinCo Group as of the Distribution Date and (ii) the

difference between (A) the deferred tax liability or deferred tax asset recorded

on the SpinCo general ledger as of the Distribution Date and (B) the deferred

tax liability or deferred tax asset recorded on the SpinCo general ledger as

adjusted for the pro forma Income Tax Returns described in Section 3.

"SpinCo Board" means the Board of Directors of SpinCo.

"SpinCo Business" means each trade or business actively

conducted (within the meaning of Section 355(b) of the Code) by SpinCo or any

member of the SpinCo Group immediately after the External Spin-Off, as set forth

in the Tax Opinion Documents.

"SpinCo Consolidated Group" means the affiliated group of

corporations (within the meaning of Section 1504(a) of the Code without regard

to the exclusions in Section 1504(b)(1) through (8)) of which SpinCo is the

common parent, determined immediately after the External Spin-Off (and any

predecessor or successor to such affiliated group other than the Parent

Consolidated Group).

"SpinCo Consolidated Tax Amount" means, for any

Pre-Distribution Taxable Period and the portion of any Straddle Period that ends

on the Distribution Date, the amount of (i) federal Income Tax that would be due

and payable by SpinCo if the SpinCo Group had filed a consolidated federal

Income Tax Return, or (ii) State or local Income Taxes that would be due and

payable by SpinCo or members of the SpinCo Group if the SpinCo Group or its

members had filed all relevant State or local Income Tax Returns in all

applicable jurisdictions on a separate, consolidated, combined or unitary basis,

in each case without any entity that is a member of the Parent Group. The

relevant SpinCo Consolidated Tax Amount shall be calculated: (i) as if SpinCo

were the common parent filing consolidated, combined or unitary

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returns with its eligible subsidiaries, (ii) as if the SpinCo Group had never

been included in the Parent Consolidated Group or any other group filing a

Combined Return, (iii) in the case of federal Income Taxes, applying the highest

marginal tax rate, in the case of State Income Taxes, applying the actual state

rate (or amount) for those States being calculated without regard to the Parent,

and in the case of Other Taxes, applying the highest applicable tax rate,, (iv)

by applying separately to the SpinCo Group any provisions of the Code that

require consolidated computations, such as Code Sections 1201-1212 and 1231, and

(v) treating gains or losses on intercompany transactions in the manner required

by Treasury Regulation Section 1.1502-13.

"SpinCo Group" means (a) SpinCo and each Person that is a

direct or indirect Subsidiary of SpinCo (including any Subsidiary of SpinCo that

is disregarded for U.S. federal Income Tax purposes (or for purposes of any

State, local, or foreign tax law)) immediately after the External Spin-Off after

giving effect to the Spin-Off-Related Transactions, (b) any corporation (or

other Person) that shall have merged or liquidated into SpinCo or any such

Subsidiary and (c) any predecessor or successor to any Person otherwise

described in this definition.

"SpinCo Group Member Transaction" means any transaction

described in Sections 5(b)(i) through 5(b)(vi) hereof, without regard to the

exceptions thereto, that is undertaken by a member of the SpinCo Group other

than SpinCo.

"SpinCo Separate Return" means any Separate Return required to

be filed by SpinCo or any member of the SpinCo Group, including, without

limitation any U.S. consolidated federal Income Tax Returns of the SpinCo

Consolidated Group required to be filed with respect to a Post-Distribution

Taxable Period.

"Spin-Off Tax Liabilities" means, with respect to any Taxing

Jurisdiction, the sum of (a) any increase in Income Tax Liability or Other Tax

Liability (or reduction in a Refund) Actually Realized as a result of any

corporate-level gain or income recognized with respect to the failure of any of

the Spin-Off-Related Transactions to qualify for Tax-Free Status under the

income tax law of such Taxing Jurisdiction pursuant to any settlement, Final

Determination, judgment, assessment, proposed adjustment or otherwise, (b)

interest on such amounts calculated pursuant to such Taxing Jurisdiction's laws

regarding interest on tax liabilities at the highest Underpayment Rate for

corporations in such Taxing Jurisdiction from the date such additional gain or

income was recognized until full payment with respect thereto is made pursuant

to Section 3 hereof (or in the case of a reduction in a Refund, the amount of

interest that would have been received on the foregone portion of the Refund but

for the failure of any of the Spin-Off-Related Transactions to qualify for

Tax-Free Status), and (c) any penalties actually paid to such Taxing

Jurisdiction that would not have been paid but for the failure of any of the

Spin-Off-Related Transactions to qualify for Tax-Free Status in such Taxing

Jurisdiction.

"Spin-Off-Related Transactions" means (i) the Contribution

together with the Internal Spin-Off and (ii) the External Spin-Off.

"Straddle Period" means any taxable period that begins before

the Distribution Date and ends after the Distribution Date.

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"Tax Attribute" means a consolidated, combined or unitary net

operating loss, net capital loss, unused investment credit, unused foreign tax

credit, or excess charitable contribution (as such terms are used in Treasury

Regulations 1.1502-79 and 1.1502-79A or comparable provisions of foreign, State

or local tax law), or a minimum tax credit or general business credit.

"Tax Authority" means a governmental authority (foreign or

domestic) or any subdivision, agency, commission or authority thereof or any

quasi-governmental or private body having jurisdiction over the assessment,

determination, collection or imposition of any Tax (including, without

limitation, the IRS).

"Tax Counsel" means tax counsel of recognized national

standing that is acceptable to Parent.

"Tax-Free Status" means the qualification of each of the

Spin-Off-Related Transactions, as the case may be, (a) as a transaction

described in Sections 355(a) and/or 368(a)(1)(D) of the Code, (b) as a

transaction in which the stock distributed thereby is qualified property for

purposes of Section 361(c) of the Code, and (c) as a transaction in which all of

Parent and the members of the Parent Group and SpinCo and the members of the

SpinCo Group recognize no income or gain other than intercompany items or excess

loss accounts taken into account pursuant to the Treasury Regulations

promulgated pursuant to Section 1502 of the Code.

"Taxing Jurisdiction" means the United States and any

government or governmental unit having jurisdiction to tax Parent or SpinCo or

any of their respective Affiliates.

"Tax Opinion" means the tax opinion issued by Tax Counsel in

connection with the Spin-Off-Related Transactions.

"Tax Opinion Documents" means the Tax Opinion and the

information and representations provided on behalf of Parent and SpinCo to Tax

Counsel in connection therewith.

"Tax-Related Losses" means:

(a) the Aggregate Spin-Off Tax Liabilities,

(b) all accounting, legal and other professional fees,

and court costs incurred in connection with any settlement, Final Determination,

judgment or other determination with respect to such Aggregate Spin-Off Tax

Liabilities, and

stockholder litigation or controversies and any amount paid by Parent or SpinCo

in respect of the liability of shareholders, whether paid to shareholders or to

the IRS or any other Tax Authority payable by Parent or SpinCo or their

respective Affiliates, in each case, resulting from the failure of any of the

Spin-Off-Related Transactions to qualify for Tax-Free Status.

"Underpayment Rate" means the annual rate of interest

described in Section 6621(c) of the Code for large corporate underpayments of

Income Tax (or similar

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provision of State, local, or foreign Income Tax law, as applicable), as

determined from time to time.

"Unqualified Tax Opinion" means an unqualified opinion of Tax

Counsel on which Parent may rely to the effect that a transaction will not

disqualify any of the Spin-Off-Related Transactions from Tax-Free Status,

assuming that the Spin-Off-Related Transactions would have qualified for

Tax-Free Status if such transaction did not occur.

2. FILING OF TAX RETURNS; PAYMENT OF TAXES.

(a) Filing of Tax Returns; Payment of Income Taxes and

Other Taxes.

(i) Parent Consolidated Returns; Other Combined

Returns. Parent shall prepare and file or cause to be prepared and filed (A) all

U.S. consolidated federal Income Tax Returns of the Parent Consolidated Group

and (B) all other Combined Returns. Parent shall pay, or cause to be paid, and

shall be responsible for, any and all Income Taxes and Other Taxes due or

required to be paid with respect to or required to be reported on any such

Income Tax Return or Other Tax Return (in each case, including any increase in

such Income Tax Liabilities or Other Tax Liabilities as a result of a Final

Determination).

(ii) Parent Separate Returns. Parent shall

prepare and file or cause to be prepared and filed all Parent Separate Returns.

Parent shall pay, or cause to be paid, and shall be responsible for, any and all

Income Taxes or Other Taxes due or required to be paid with respect to or

required to be reported on any Parent Separate Return (including any increase in

such Income Tax Liabilities or Other Tax Liabilities as a result of a Final

Determination).

(iii) SpinCo Separate Returns.

(A) Parent shall prepare and file or

cause to be prepared and filed all SpinCo Separate Returns that are Income Tax

Returns for Pre-Distribution Taxable Periods or for Straddle Periods. Parent

shall pay, or cause to be paid, and shall be responsible for, any and all Income

Taxes due or required to be paid with respect to or required to be reported on

any such SpinCo Separate Return (including any increase in such Income Tax

Liabilities as a result of a Final Determination).

(B) SpinCo shall prepare and file or

cause to be prepared and filed (1) SpinCo Separate Returns that are Other Tax

Returns for Pre-Distribution Taxable Periods or Straddle Periods, and (2) all

SpinCo Separate Returns for Post-Distribution Taxable Periods. SpinCo shall pay,

or cause to be paid, and shall be responsible for, any and all Income Taxes or

Other Taxes due or required to be paid with respect to or required to be

reported on any such SpinCo Separate Returns (including any increase in such

Income Tax Liabilities or Other Tax Liabilities as a result of a Final

Determination).

(b) Preparation of Tax Returns.

(i) Parent (or its designee) shall determine the

entities to be included in any Combined Return and make or revoke any Income Tax

elections, adopt or change any

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accounting methods, and determine any other position taken on or in respect of

any Income Tax Return or Other Tax Return required to be prepared and filed by

Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A). Notwithstanding the

immediately preceding sentence, any Income Tax Return or Other Tax Return filed

by Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A) with respect to any

Pre-Distribution Taxable Period or Straddle Period shall, to the extent relating

to SpinCo or the SpinCo Group, be prepared consistent with Parent's past

practice for the filing of such returns and shall not include any tax election

relating to SpinCo or the SpinCo Group that is inconsistent with past practice

(or, where no such past practice exists, shall not reflect any tax return

position or include any tax election that would adversely affect SpinCo or the

SpinCo Group), except to the extent that SpinCo consents to such return position

or tax election (such consent not to be unreasonably withheld).

(ii) SpinCo shall, and shall cause each member of

the SpinCo Group to, prepare and submit promptly to Parent, at SpinCo's expense,

all information that Parent shall reasonably request, in such form as Parent

shall reasonably request, relating to the rights and obligations of Parent or

SpinCo hereunder, including any such information so requested to enable Parent

to prepare any Income Tax Returns or Other Tax Return required to be filed by

Parent pursuant to Section 2(a)(i) or 2(a)(iii)(A) or any pro forma Income Tax

Return required to be prepared by parent pursuant to Section 3(b). Parent shall

request any such information in writing, which request shall specify the date by

which Parent requires receipt of the requested information in order to complete

the relevant returns in a timely fashion.

(iii) Except as required by applicable law or as a

result of a Final Determination, SpinCo shall not, and shall cause the members

of the SpinCo Group not to, take any position that is either inconsistent with

the treatment of the Spin-Off-Related Transactions as having Tax-Free Status (or

analogous status under State, local or foreign law) or, with respect to a

specific item of income, deduction, gain, loss, or credit on an Income Tax

Return or Other Tax Return, treat such specific item in a manner which is

inconsistent with the manner such specific item is reported on an Income Tax

Return or Other Tax Return prepared or filed by Parent pursuant to Section 2(a)

hereof (including, without limitation, the claiming of a deduction previously

claimed on any such Income Tax Return or Other Tax Return). SpinCo may, for a

Post Distribution Taxable Period, (other than the portion of a Straddle Period

beginning after the Distribution Date) elect to change methods of accounting for

items of income or deduction as allowed by applicable law.

(iv) Except as required by applicable law or as a

result of a Final Determination, Parent and SpinCo shall take all actions

necessary or appropriate to close the taxable period of the members of the

SpinCo Group as of the close of the Distribution Date.

3. SHARING OF INCOME TAXES AND OTHER TAXES.

(a) General Principle. Anything in Section 2 hereof to

the contrary notwithstanding, Tax sharing payments between Parent and SpinCo

shall be determined and settled in the manner specified in paragraphs (b) and

(b) Preparation of Pro Forma Income Tax Returns and

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