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Exhibit 10.45
ASSIGNMENT AND ACCEPTANCE OF SPLIT DOLLAR
LIFE INSURANCE POLICY AND AGREEMENT
This ASSIGNMENT AND ACCEPTANCE is made effective this [ ], as to
the Employee and the Employer, and effective this [ ], 1995 as
to the Trustee by Filene's Basement Corp. (the "Employer") to FIRST NATIONAL
BANK OF CHICAGO, as Trustee (together with its successors in trust, the
"Trustee") under the Filene's Basement Corp. Executive Severance Plan Trust
Agreement (the "Trust Agreement") effective [ ], between Employer
and Trustee for the benefit of [ ] ("the Executive") (the "Trust").
WITNESSETH:
WHEREAS, the Employer and the Executive have procured the issuance of one or
more life insurance contracts (each referred to as the "Policy" and all referred
to collectively as the "Policies") on the life of the Executive from AETNA LIFE
INSURANCE COMPANY (the "Insurer") owned by the Executive which are described on
Schedule A attached hereto and made a part hereof by reference; and
WHEREAS, the Employer and the Executive have entered into that certain Executive
Split Dollar Life Insurance Agreement dated [ ] with respect thereto
(the "Agreement", providing, among other things, for the specific limited right
of the Employer to receive Part One of each Policy, as defined in the Agreement,
upon lapse, surrender, maturity or other termination of the Policy (the "Refund
Right"); and
WHEREAS, the Executive has made a collateral assignment of each Policy to the
Employer to secure the Refund Right; and
WHEREAS, the Employer has created the Trust to provide certain severance
benefits to the Executive; and
WHEREAS, this Assignment and Acceptance is made by the Employer and the Trustee
to carry out the intention of the Agreement and the Trust.
NOW, THEREFORE, on consideration of the premises:
1. The Employer hereby transfers and assigns to the Trustee, in trust, and
the Trustee hereby accepts and acknowledges assignment of: (a) all
claims, options, privileges, benefits, right, title and interest of
Employer in, to and under the Policies, and each of them; and (b) the
Employer's rights under the Agreement including, without limitation, the
Refund Right.
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2. The Trustee shall hold and distribute all rights and interests assigned
hereby in accordance with the Trust Agreement.
3. The Insurer shall have no duty or obligation to inquire into or
investigate the reason or validity of the Trustee's request to exercise
any of its rights hereunder, or whether the Executive has notice of it.
The Insurer may treat any such request by the Trustee as an affirmation
that the request conforms to this Assignment and Acceptance and the
Agreement and is thereby authorized to act upon such requests; provided
the Insurer shall be fully protected in recognizing a request by the
Executive to exercise any right of ownership, whether or not the Trustee
has notice of such request including, but not limited to, the right to
surrender the Policy.
4. Upon request, the Trustee shall forward the Policy to the insurer for
endorsement of any designation or change of the Policy beneficiary, or any
election of an optional plan for payment of the proceeds. The Trustee
shall forward the Policy for these purposes without unreasonable delay.
5. The Insurer is not a party to the Agreement or to this Assignment and
Acceptance.
IN WITNESS WHEREOF, the Executive and the Employer have executed this Assignment
and Acceptance on the day and year above stated.
FILENE'S BASEMENT CORP.:
Attest: By:
--------------------------------- --------------------------------
Name: Name:
Title: Title:
[seal]
IN WITNESS WHEREOF, the Trustee has executed this Assignment and Acceptance on
the [ ]
THE FIRST NATIONAL BANK OF CHICAGO,
As Trustee
Attest: By:
-------------------------------- -------------------------------
Name: Name:
Title: Title:
[seal]
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SCHEDULE A
(LIST OF POLICIES)
EXECUTIVE INSURER POLICY NUMBER
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