Exhibit 10e
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[Estate Preservation Plan]
[Owner is the Executive]
EPP CA-1.DOC
COLLATERAL-ASSIGNMENT AGREEMENT
A. FOR VALUE RECEIVED, __________(hereinafter
referred to as the "Owner") does hereby assign, transfer and
set over to AMERITECH, a Delaware corporation, with
principal offices and place of business in the State of
Illinois, its successors and assigns (hereinafter referred
to as the "Assignee"), the specific rights referenced herein
(and only those specific rights) in and to that certain
policy (policy number ) issued by
Manufacturers Life Insurance Company (hereinafter referred
to as the "Insurer") (said policy hereinafter referred to as
the "Policy"), insuring the lives of Sample Executive and
Sample Spouse (hereinafter referred to as the "Insureds"),
subject to all the terms and conditions of the Policy. The
Owner, by this Assignment, and the Assignee, by acceptance
of the assignment of the Policy to the Assignee hereunder,
agree to the terms and conditions contained herein.
B. This Assignment is made, and the Policy is to
be held, as collateral security for all liabilities of the
Owner to the Assignee, now existing or hereafter arising
under and pursuant to that certain Split-Dollar Agreement,
by and between the Owner and the Assignee dated as of
_______ (hereinafter referred to as the "Agreement"). The
Owner reserves all rights and powers in and to the Policy,
except those specific, limited rights granted in the Policy
to the Assignee hereby as security for the liabilities of
the Owner to the Assignee under the Agreement.
C. It is expressly agreed that the Assignee's
interest in the Policy under and pursuant to this Assignment
shall be limited to the following specific rights in
addition to those provided for in Paragraph D hereof: (a)
the right to be paid the amount due the Assignee under the
Agreement as a result of the Assignee's payments toward the
premiums on the Policy by recovering said amount directly
from the Insurer out of
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the death benefit provided under the
Policy, upon the death of the survivor of the Insureds while
the "Split-Dollar Arrangement," as defined in the Agreement,
remains in effect; and (b) the right to be paid the amount
due the Assignee under the Agreement as a result of the
Assignee's payments toward the premiums on the Policy in the
event the "Split-Dollar Arrangement," as defined in the
Agreement, shall terminate prior to the death of the
survivor of the Insureds by recovering said amount directly
from the Insurer out of the cash surrender value of the
Policy. The Owner and the Assignee shall promptly notify
the Insurer of the termination of the "Split-Dollar
Arrangement," as defined in the Agreement, upon the
occurrence of such event. Except as provided in Paragraph D
hereof, the Assignee shall have no other rights or powers in
and to the Policy as a result of this Assignment, and
specifically shall have no right or power to borrow against
or withdraw amounts from the Policy, to surrender or cancel
the Policy, or to take any other action which would impair
or defeat the rights of the Owner.
D. Subject to the provisions of this Assignment,
the Owner shall retain all of the rights, options,
privileges and other incidents of ownership in and to the
Policy as limited by the requisite consent of the Assignee
provided for herein, including, but not limited to: (a) the
right to surrender or cancel the Policy at any time provided
by the terms of the Policy and at such other times as the
Insurer may allow; (b) the right to collect and receive all
distributions or shares of surplus, dividend deposits or
additions to the Policy now or hereafter made or apportioned
thereto, and to exercise any and all options contained in
the Policy with respect thereto; (c) the right to exercise
all non-forfeiture rights permitted by the terms of the
Policy or allowed by the Insurer and to receive all benefits
and advantages derived therefrom; (d) the sole right to
designate and change the beneficiaries of the "Executive's
Death Benefit," as defined in the Agreement; (e) the right
to elect any optional mode of settlement permitted by the
Policy or allowed by the Insurer; and (f) the sole right to
assign the Owner's interests in the Policy; provided,
however, that all of the rights, options, privileges and
other incidents of ownership in and
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to the Policy retained
by the Owner shall be subject to the terms and conditions of
the Agreement, and provided further that (1) the Owner shall
not take any action with respect to the Policy which would
have a direct or indirect adverse effect on the Assignee's
interests under the Agreement in the Policy without the
Assignee's prior written consent, and (2) except with
respect to the Owner's right to change the beneficiaries of
the "Executive's Death Benefit," as defined in the
Agreement, and to assign the Owner's interests in the Policy
and under the Agreement, the Owner shall not take any other
action with respect to the Policy (regardless of whether it
would directly or indirectly adversely affect the Assignee's
interests under the Agreement in the Policy) without the
Assignee's prior written consent, which consent will not be
unreasonably withheld by the Assignee. Except with respect
to those actions described in clause (2) above, the Insurer
may rely upon, and shall be protected in doing so, the
written notice of the Assignee as to the need for and the
fact of the Assignee's prior consent to such action.
E. The Assignee agrees with the Owner as follows:
(a) subject to the terms and conditions of the Agreement,
any balance of any amount received by the Assignee hereunder
from the Insurer remaining after payment of the then
existing liabilities of the Owner to the Assignee under the
Agreement shall be paid by the Assignee to the persons
entitled thereto under the terms of the Policy had this
Assignment not been executed; and (b) if the Policy is in
the possession of the Assignee, the Assignee will, upon the
Owner's written request, forward the Policy to the Insurer,
without unreasonable delay, for endorsement of any
designation or change of beneficiary, any election of
optional mode of settlement, or the exercise of any other
right reserved by the Owner hereunder.
F. Notwithstanding anything in this Assignment to
the contrary, the Insurer shall be under no obligation to
monitor the obligation of the Assignee hereunder to pay to
the persons entitled thereto any amounts received from the
Insurer remaining after payment of the then existing
liabilities of the Owner to the Assignee under the
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Agreement, and the Insurer shall have no obligation or
liability to any person or entity if the Assignee fails to
pay such amounts as required hereunder.
G. The Insurer is hereby authorized to recognize,
and is protected in recognizing, the Assignee's claims to
amounts due the Assignee hereunder without investigating the
validity of the Assignee's claims thereto, the reason for
any action taken by the Assignee, the validity or accuracy
of the amount of any of the liabilities of the Owner to the
Assignee under the Agreement, the existence of any default
therein, the giving of any notice required herein, or the
application to be made by the Assignee of any amounts to be
paid to the Assignee. The sole receipt of the Assignee for
any amounts received by the Assignee shall be a full
discharge and release therefor to the Insurer.
H. The Insurer shall be fully protected in
recognizing the request made by the Owner for surrender or
cancellation of the Policy without investigating the reason
for such request, but only with the prior written consent of
the Assignee attached thereto, and upon such surrender or
cancellation, the Policy shall be terminated and be of no
further force or effect.
I. Upon the full payment of the liabilities of
the Owner to the Assignee under the Agreement by either the
Insurer or the Owner, the Assignee shall promptly release
this Assignment and thereby reassign to the Owner all
specific rights in the Policy previously assigned hereunder.
J. The Assignee may take or release other
security, may grant extensions, renewals or indulgences with
respect to the liabilities of the Owner to the Assignee
under the Agreement, or may apply the proceeds of the Policy
hereby assigned or any amount received on account of the
Policy by the exercise of any right permitted under this
Assignment, without resorting to or regard to other security
for such liabilities, if any.
K. In the event of any conflict between the
provisions of this Assignment and the provisions of the
Agreement with respect to the Policy or the Assignee's
rights therein, the provisions of this Assignment shall
prevail. The Insurer is not a party to the
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Agreement and shall not be responsible for the interpretation
of the Agreement or for the sufficiency or validity of this
Assignment.
L. The Owner declares that no proceedings in
bankruptcy are pending against the Owner, and that the
Owner's property is not subject to any assignment for the
benefit of creditors of the Owner.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement, in duplicate, as of the day and year first
above written.
Signature:______________________
Name:___________________________
Executive "Owner"
SPOUSAL CONSENT
The undersigned, being the spouse of the Owner,
consents to the assignment of the Policy under the foregoing
Assignment as of the day and year first above written.
Signature:______________________
Name:___________________________
Spouse of Executive "Owner"
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ACCEPTANCE
The undersigned Assignee accepts the assignment of the
Policy under the foregoing Assignment as of the day and year
first above written.
AMERITECH
By:_________________________________
Its authorized officer
"Assignee"
ATTEST:
___________________________
Secretary
RECEIPT
The undersigned Insurer acknowledges receipt of the
foregoing Assignment and Acceptance as of the day and year
first above written. However, the undersigned Insurer
assumes no responsibility as to the validity of the
foregoing Assignment and Acceptance and reserves the right
to require proof satisfactory to it of the Assignee's
interest in the Policy and the extent thereof before making
any settlement under the Policy.
MANUFACTURERS LIFE INSURANCE COMPANY
By:_____________________________________
Its authorized officer
"Insurer"
