Second Amendment to Split-Dollar Agreement



 






Exhibit
10.45




SECOND AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN

MASTEC, INC. AND AUSTIN SHANFELTER

DATED NOVEMBER 1, 2002




     This Amendment made and entered into this 6th day of January, 2006, effective as of January 1,
2005, by and between MasTec, Inc., a Florida corporation, with principal offices and place of
business in the State of Florida (the “Corporation”) and the Austin Shanfelter Irrevocable Trust
(the “Assignee”).



     WHEREAS, the Corporation and Austin Shanfelter, an individual residing in the state of Florida
(the “Employee”), entered into a Split-Dollar Agreement on November 1, 2002 (the “Agreement”) to
govern the rights and obligations of the parties with respect to that certain life insurance policy
issued by John Hancock Variable Life Insurance Company (the “Policy”), insuring the life of the
Employee and his wife, Pam Shanfelter (collectively the “Insureds”), which Policy is described in
Exhibit A of the Agreement;



     WHEREAS, on December 1, 2002, in accordance with paragraph 11 of the Agreement, the Employee
absolutely and irrevocably assigned all of his right, title and interest in and to the Agreement to
the Assignee; and



     WHEREAS, in accordance with paragraph 13 of the Agreement, the parties desire to amend the
Agreement to modify certain of their respective rights and obligations with respect to such Policy;



     NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein,
the parties hereto hereby amend the Agreement, as follows, effective as of January 1, 2005.



     1. Paragraph 7b is amended by deleting the first sentence thereof, and substituting the
following in lieu thereof:



 









 






Upon the death of the survivor of the Insureds, the Corporation shall have the unqualified
right to receive a portion of such death benefit equal to the greater of (i) the total
amount of the premiums paid by it hereunder plus 4% compounded annually, or (ii) the
aggregate cash value of the Policy (excluding surrender charges or other similar charges or
reductions) immediately before the death of the survivor of the Insureds (the “Corporation’s
Death Benefit”).



     2. Paragraph 8(a) is amended by deleting the paragraph in its entirety, and substituting the
following in lieu thereof:




     8. Termination of the Agreement During the Employee’s Lifetime. This Agreement
shall terminate, during the Employee’s lifetime, without notice, upon the occurrence of any
of the following events: (i) the Corporation’s (A) bankruptcy (with the approval of a
bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)), or (B) dissolution taxed under
Section 331 of the Internal Revenue Code of 1986, as amended (“Code”); or (ii) the six (6)
year anniversary of this Agreement.



     3. The second sentence of paragraph 9a is amended by deleting the sentence in its entirety,
and substituting the following in lieu thereof:




The purchase price for the Policy shall be the greater of (i) the total amount of the
premiums paid by the Corporation hereunder plus 4% compounded annually, or (ii) the then
aggregate cash value of the Policy (excluding surrender charges or other similar charges or
reductions).



     4. Except as herein amended, the parties hereby ratify and confirm the Agreement in all
respects, effective as of January 1, 2005.




	 	 	 	 	 
	 	MASTEC, INC.

 	 
	 	By /s/ C. Robert Campbell
 	 
	 	C. Robert Campbell, CFO 	 
	 	"Corporation" 	 
	 



	 	 	 	 	 
	 	Attest

 	 
	 	/s/ Alberto de Cardenas
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/ Austin Shanfelter
 	 
	 	Trustee, Austin Shanfelter Irrevocable Trust

“Assignee”	 
	 	

	 
	 






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