First Amendment to Split-Dollar Agreement



 





Exhibit 10.49




FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN

MASTEC, INC. AND JORGE MAS

DATED MAY 8, 2002




     This Amendment made and entered into this 15th day of September, 2003, effective
as of August 27, 2002, by and between MasTec, Inc. a Florida corporation, with principal offices
and place of business in the State of Florida (the
“Corporation”) and the Assignee (identified below) of 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
8th, 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
Employee and his wife, Aleyda Mas ( collectively the “Insureds”), which Policies are described in
Exhibit A of the Agreement.



     WHEREAS,
on May 8, 2003, 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
trustees of the Jorge Mas Irrevocable Trust u/a dated
January 15, 1996 (the “Assignee”).


     WHEREAS, in accordance with paragraph 13 of the Agreement, the parties desire to amend the
Agreement to clarify 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 August 27, 2002:


1. The first sentence of paragraph 4 is amended by deleting the phrase “On or before the
Anniversary Date of each Policy”, and substituting in lieu thereof: “On or before the due date of
each Policy premium.”




 









 







2. The last sentence of paragraph 4 is amended by deleting the phrase “for federal and state income
tax purposes” and substituting in lieu thereof: “for any federal, state or local taxes, as
applicable.”



3. The first sentence of paragraph 5b is amended by deleting the phrase “such portion of the policy
proceeds” and substituting in lieu thereof: “such portion of the proceeds of each Policy.”



4. The last sentence of paragraph 5b is amended by adding the following to the end of such
sentence: “, except as provided in paragraph 9b hereof.”



5. The first sentence of paragraph 7b is deleted in its entirety and the following substituted in
lieu thereof:



"(b) 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
premiums paid by it hereunder plus 4% compounded annually, or (ii) the aggregate cash surrender
value of the Policies immediately before the death of the survivor of the Insureds.”



6. Paragraph 8a is amended by deleting sub-part (c) in its entirety, and substituting the following
in lieu thereof:



(c) “At any time the voting securities of the Corporation owned in the aggregate directly or
indirectly by Jose Ramon Mas Holdings I Limited Partnership, Jorge Mas Holdings I Limited
Partnership, Mas Family Foundation, Inc., a Florida not-for-profit corporation, Juan Carlos Mas
Holdings I Limited Partnership, Jorge L Mas Canosa Holdings I Limited Partnership, and the
respective ancestors and descendants of Jose Ramon Mas, Jorge Mas, Juan Carlos Mas, and Jorge L Mas
Canosa constitute less than 38% of the then outstanding voting securities of the Corporation (a
“Change in Control”).”




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7. The second sentence of paragraph 9a is deleted in its entirety, and the following substituted 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 surrender value of the Policies.”



8. Paragraph 9b is amended by deleting the paragraph in its entirety, and substituting the
following in lieu thereof:



“If the Employee or his assignee fails to exercise such option within such sixty (60) day
period, then the Corporation shall be vested with all ownership rights under the Policies; without
limitation, the Corporation may maintain, cancel or surrender the Policies at any time. In
connection with any cancellation or surrender of the Policies, the Corporation may retain all cash
surrender values and other sums payable to the owner of the Policies; in connection with any
payment of death proceeds under the Policies if maintained, the Corporation may retain all of the
same; the Corporation may name itself and/or its designees as beneficiary under the Policies; the
Corporation shall enjoy all other ownership rights in the Policies even if not herein specifically
enumerated; none of the Employee, any co-insured party, or the heirs or assigns or designated
beneficiaries of any of them, or any person claiming by or through any of the foregoing, shall have
any further interest in and to the Policies whether under the terms hereof or under the terms of
such Policies.



Notwithstanding any other provision hereof, the repayment to the Corporation hereunder shall
be made solely from the cash surrender value of each such Policy if this Agreement is terminated
during the lifetime of the Insured; in no event shall the Insured have any personal liability to
repay the Corporation any amount in excess of the then cash surrender value of each of the Policies
on termination of this Agreement during the Insured’s lifetime.”



9. Paragraph 12c is modified by substituting “subparagraph c” and “subparagraph d,” for “Subsection
C” and “Subsection D,” respectively, therein.



10. Except as herein amended, the parties hereby ratify and confirm the Agreement in all respects,
effective as of the first day of August 27, 2002. This
instrument supersedes any other amendments of the Agreement dated
September 15, 2003, or prior thereto.




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	 	MasTec, Inc.

 	 
	 	By /s/ Austin Shanfelter
 	 
	 	Austin Shanfelter, President 	 
	 	"Corporation" 	 
	 



	 	 	 	 	 
	 	Attest: 

 	 
	 	/s/ Cristina Canales
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	
/s/ Jose Mas
 	 
	 	Jose Mas, Trustee of the Jorge Mas
Irrevocable 	 
	 	Trust u/a dated 1/15/96, for all
trustees of such trust, the “Assignee” 	 
	 




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