First Amendment to Split-Dollar Agreement



 






Exhibit 10.44




FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN

MASTEC, INC. AND AUSTIN SHANFELTER

DATED NOVEMBER 1, 2002




     This Amendment made and entered into this 15th day of September, 2003, effective
as of the first day of November, 2002, by and between MasTec, Inc. a Florida corporation, with
principal offices and place of business in the State of Florida (the “Corporation”) and Austin
Shanfelter, an individual residing in the state of Florida (the “Employee”).



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



     WHEREAS, as of the first day of December, 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 Austin Shanfelter Irrevocable Trust (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 the 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 the first day of
November, 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 second sentence of Paragraph 5b is amended by deleting the phrase “the amount to which the
Corporation is entitled hereunder,” and substituting in lieu thereof: “the Corporation’s Death
Benefit, as defined in paragraph 7b hereof.”



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



5. Paragraph 7a is amended by deleting the phrase “Upon the death of the Employee,” and
substituting in lieu thereof: “Upon the death of the survivor of the Insureds,”.



6. Paragraph 7b is deleted in its entirety and the following substituted in lieu thereof:



“Upon the death of the survivor of the Insureds, the Corporation shall have the unqualified right
to receive a portion of the death benefit equal to the greater of (i) the total amount of the
premium paid by it hereunder plus 4% compounded annually, or (ii) the cash surrender value of the
Policy immediately before the death of the survivor of the Insureds, (the “Corporation’s Death
Benefit”). In no event shall the Corporation’s Death Benefit exceed the Policy proceeds payable at
the death of the survivor of the Insureds. Upon payment in full to the Corporation of the
Corporation’s Death Benefit, the beneficiary or beneficiaries designated by the Corporation at the
direction of the Employee shall be paid death benefits from the Policy equal in the aggregate to
the lesser of (i) Eighteen Million Dollars ($18,000,000) or (ii) any remaining Policy death
benefit, in the manner and in the amount or amounts provided in the beneficiary designation of the
Policy. In the event that a Policy death benefit remains under the Policy after payment of the
Corporation’s Death Benefit and the full amount due each beneficiary as provided hereunder, the
Corporation shall have the unqualified right to such remaining balance. The parties hereto agree
that the beneficiary designation of the Policy shall conform to the provisions hereof.”



7. Paragraph 8b is amended by deleting the second sentence thereof and substituting the following
in lieu thereof:

“For purposes hereof, a Change in Control shall be deemed to occur if 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




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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.”



8. The second sentence of paragraph 9a is deleted in its entirety, and the following substituted in
lieu thereof:

“The purchase price for the Policy shall be the greater of (i) the total amount of the premium
payments made by the Corporation hereunder plus 4% compounded annually, or (ii) the then cash
surrender value of the Policy.”



9. 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 Policy; without
limitation, the Corporation may maintain, cancel or surrender the Policy at any time. In
connection with any cancellation or surrender of the Policy, the Corporation may retain all cash
surrender values and other sums payable to the owner of the Policy; in connection with any payment
of death proceeds under the Policy if maintained, the Corporation may retain all of the same; the
Corporation may name itself and/or its designees as beneficiary under the Policy; the Corporation
shall enjoy all other ownership rights in the Policy 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 Policy whether under the terms hereof or under the terms of such Policy.



Notwithstanding any other provision hereof, the repayment to the Corporation hereunder shall
be made solely from the cash surrender value of the 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 the Policy on termination of
this Agreement during the Insured’s lifetime.”



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



11. Except as herein amended, the parties hereby ratify and confirm the Agreement in all respects,
effective as of the first day of November, 2002.




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	 	MASTEC, INC.

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



	 	 	 	 	 
	 	Attest

 	 
	 	/s/
Cristina Canales
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	/s/
Austin Shanfelter
 	 
	 	Trustee 	 
	 	Austin Shanfelter Irrevocable Trust "Assignee" 	 
	 



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