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SURETY INSURANCE

Form of Amended and Restated Tax Sharing Agreement

Ambac Financial Group Inc

FORM OF AMENDED AND RESTATED TAX SHARING AGREEMENT Form of Amended and Restated Tax Sharing Agreement TAX SHARING AGREEMENT This amended and restated Tax Sharing Agreement (“ Tax Sharing Agreement ”) is executed on March 14, 2012, by and among Ambac Financial Group, Inc. (formerly known as AMBAC Inc., and hereinafter referred to as “ AFGI ” or “ Parent ”) and each of the other corporations that is

FIRE, MARINE & CASUALTY INSURANCE

TAX SHARING AGREEMENTNEW MEMBER Reference

Arch Capital Group Ltd.

.3 .3 TAX SHARING AGREEMENTNEW MEMBER Reference is made to the Tax Sharing Agreement (the "Agreement") entered in as of September 19, 1995, as amended and restated as of June 1, 1997, by and between Arch Capital Group (U.S.) Inc., a Delaware corporation, formerly known as Risk Capital Holdings, Inc. ("Parent"), Arch Reinsurance Company, a Nebraska corporation, and each other Subsidiary. Unless ot

SERVICES-BUSINESS SERVICES, NEC

TAX SHARING AGREEMENT

Total System Services Inc

TAX SHARING AGREEMENT TAX SHARING AGREEMENT TAX SHARING AGREEMENT This TAX SHARING AGREEMENT (this “ Agreement ”), dated as of November 30, 2007, by and among Synovus Financial Corp., a Georgia corporation (“ Synovus ”), Columbus Bank and Trust Company, a Georgia bank and trust company (“ CB&T ”), and Total System Services, Inc., a Georgia corporation (“ TSYS ”). RECITALS WHEREAS, as of the date

LEATHER & LEATHER PRODUCTS

TAX SHARING AGREEMENT by and

Tapestry, Inc.

TAX SHARING AGREEMENT by and among SARA LEE CORPORATION AND ITS AFFILIATES and COACH, INC. AND ITS AFFILIATES TABLE OF CONTENTS PAGE ARTICLE I PREPARATION AND FILING OF TAX RETURNS2 Section 1.1 Sara Lee's Responsibility2 Section 1.2 Coach's Responsibility2 Section 1.3 Agent2 Section 1.4 Manner of Tax Return Preparation2 Section 1.5 Tax Services3 ARTICLE II LIABILITY FOR TAXES4 Section 2.1 Coach's

PERSONAL CREDIT INSTITUTIONS

Tax Sharing Agreement, dated June 30, 2007

Discover Financial Services

TAX SHARING AGREEMENT, DATED JUNE 30, 2007 Tax Sharing Agreement, dated June 30, 2007 TAX SHARING AGREEMENT between MORGAN STANLEY, on behalf of itself and the members of the Distributing Group, and DISCOVER FINANCIAL SERVICES, on behalf of itself and the members of the Controlled Group This Agreement is entered into as of the 30th day of June, 2007 between Morgan Stanley (“ Distributing ”), a Del

SERVICES-PREPACKAGED SOFTWARE

TAX SHARING AGREEMENT

Activision Blizzard, Inc.

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 ter

RETAIL-APPAREL & ACCESSORY STORES

TAX SHARING AGREEMENT TAX SHARING AGREEMENT

Hanesbrands Inc.

TAX SHARING AGREEMENT by and among SARA LEE CORPORATION AND ITS AFFILIATES and HANESBRANDS INC. AND ITS AFFILIATES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II RESPONSIBILITY FOR TAXES 8 2.1 Responsibility and Indemnification for Taxes 8 2.2 Income Taxes 8 2.3 Other Taxes 9 2.4 Allocation of Certain Income Taxes and Income Tax Items 9 2.5 Tax Refunds 10 2.6 Carrybacks 11 2.7 Audit Ad

FOOD & KINDRED PRODUCTS

TAX-SHARING AGREEMENT

Mondelez International, Inc.

TAX-SHARING AGREEMENT TAX SHARING AGREEMENT This Tax Sharing Agreement (the "Agreement") dated as of April 11, 2001 is between Philip Morris Companies Inc., a Virginia corporation ("Companies"), and Kraft Foods Inc., a Virginia corporation ("Kraft") (sometimes referred to herein individually as "Party", or together, as "Parties"). WHEREAS, Companies is the common parent corporation of an affiliate

CIGARETTES

Tax Sharing Agreement

Altria Group, Inc.

TAX SHARING AGREEMENT Tax Sharing Agreement TAX SHARING AGREEMENT BY AND BETWEEN ALTRIA GROUP, INC. AND KRAFT FOODS INC. DATED AS OF MARCH 30, 2007 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 General 1 ARTICLE II TAX SHARING 6 2.01 General 6 2.02 Payment of Taxes 6 2.03 Carrybacks from Post-Distribution Period 7 2.04 Preparation of Returns 8 ARTICLE III REFUNDS 9 3.01 Refunds 9 ARTICLE IV

SERVICES-BUSINESS SERVICES, NEC

Form of Tax sharing Agreement

Msci Inc.

FORM OF TAX SHARING AGREEMENT Form of Tax sharing Agreement TAX SHARING AGREEMENT between MORGAN STANLEY, on behalf of itself and the members of the MS Group, and MSCI Inc., on behalf of itself and the members of the MSCI Group This Agreement is entered into as of the [ ] day of [ ], 2007 between Morgan Stanley (“ MS ”), a Delaware corporation, on behalf of itself and the members of the MS Group,