Second Amendment to Split-Dollar Agreement



 






Exhibit 10.50




SECOND AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN

MASTEC, INC. AND JORGE MAS

DATED MAY 8, 2003




     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 Jorge Mas, an individual residing in the
state of Florida (the “Employee”).



     WHEREAS, the Corporation and the Employee entered into a Split-Dollar Agreement on May 8,
2003, effective as of August 27, 2002 (the “Agreement”), to govern the rights and obligations of
the parties with respect to certain life insurance policies issued by Phoenix Life Insurance
Company or General American Life Insurance Company (the “Policies”), insuring the life of the
Employee and his wife, Aleyda Mas (collectively the “Insureds”), which Policies are described in
Exhibit A of the Agreement; 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
Policies;



     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 Policies (excluding surrender charges or other similar charges
or reductions) immediately before the death of the survivor of the Insureds (the “Corporation’s
Death Benefit”).



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




     8. Termination of the Agreement During the Lifetime of the Insureds. This
Agreement shall terminate while either of the Insureds is alive, without notice, upon the
occurrence of any of the following events: (a) the Corporation’s (i) bankruptcy (with the
approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A)), or (ii)
dissolution taxed under Section 331 of the Internal Revenue Code of 1986, as amended
(“Code”); or (b) the date of a change in control, within the meaning of Code Section 409A,
due to (i) one person, or more than one person acting as a group, acquiring ownership of
stock of the Corporation constituting more than 50% of the total fair market value or total
voting power of such stock, or (ii) a majority of the Corporation’s board of directors being
replaced during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the Corporation’s board of directors prior to the date of such
appointment or election.



     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 each of the Policies 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 Policies (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/ Austin Shanfelter
 	 
	 	Austin Shanfelter, President 	 
	 	"Corporation" 	 
	 



	 	 	 	 	 
	 	Attest 

 	 
	 	/s/ Alberto de Cardenas
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	     /s/ Jorge Mas
 	 
	 	Jorge Mas 	 
	 	"Employee" 	 
	 




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