Exhibit 10(c)
ZURICH HOLDING COMPANY OF
AMERICA, INC.
AND KEMPER INVESTORS LIFE
INSURANCE COMPANY
TAX SHARING
AGREEMENT
This Tax Sharing Agreement (the
“Agreement”) is entered into as of November 30, 2004 by
and among Zurich Holding Company of America, Inc. (“Zurich
Holding”) and, its’ subsidiary, Kemper Investors Life
Insurance Company (“Kemper Life”).
WITNESSETH:
WHEREAS, Zurich Holding is the parent of an
affiliated group of corporations, including Kemper Life, that file
a consolidated income tax return to which all such corporations
have entered into an agreement concerning the sharing and
allocation of the consolidated federal income tax liability,
referred to as the Amended and Restated Tax Sharing Agreement (the
“Tax Sharing Agreement”) effective for the tax years
beginning January 1, 1996.
NOW, THEREFORE, in consideration of the mutual
election by Zurich Holding and Kemper Life to file a consolidated
federal income tax return for all taxable years or dates after 1980
or the date on which Kemper Life qualified to join in the
consolidated return, the sharing of federal income tax liability
shall be on the following basis:
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1.01
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Zurich Holding
and Kemper Life hereby agree that the Tax Sharing Agreement shall
remain in full force and effect without limitation except to the
extent it conflicts with this Agreement.
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2.01
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In addition to
any payment due under the Tax Sharing Agreement, Kemper Life shall
make a Settlement Payment to Zurich Holding where the taxable
income of Kemper Life on a separate return basis for each tax year
is a positive amount. The Settlement Payment shall be calculated as
the excess, if any, of: (i) the taxable income of Kemper Life on a
separate return basis for each taxable year multiplied by the
highest income tax rate imposed on corporations by the Internal
Revenue Code of 1986, as amended (the “IRC”) (the
“Effective Tax Rate”), over; (ii) the amount due from
Kemper Life to Zurich Holding under Section 2.2 of the Tax Sharing
Agreement for such taxable year.
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2.02
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Kemper Life
shall make a Settlement Payment to Zurich Holding where the taxable
income of Kemper Life on a separate return basis is increased as
the result of any modifications such as the filing of an amended
return and adjustments by the Internal Revenue Service. The
Settlement Payment shall be calculated as the excess, if any, of:
(i) the total increase to the taxable
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