Exhibit 10c
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[Key Management Life Insurance Plan]
[Owner is the Executive]
KMLIP 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 Metropolitan Life
Insurance Company (hereinafter referred to as the "Insurer")
(said policy hereinafter referred to as the "Policy"),
insuring the life of ___________ (hereinafter referred to as
the "Insured"), 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
xxxxxxxxx, 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 the
death benefit provided under the Policy, upon the death of the
Insured while the "Split-Dollar Arrangement," as
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defined in
the Agreement, remains in effect; (b) the right to be paid the
amount, if any, due the Assignee under the Agreement as a
result of the Assignee's payments toward the premiums on the
Policy in the event of the Insured's "Early Retirement," as
defined in the Agreement, while the "Split-Dollar
Arrangement," as defined in the Agreement, remains in effect
by recovering said amount, if any, directly from the Insurer
out of the cash surrender value of the Policy; and (c) 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 Insured 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, and of the
Insured's "Early Retirement," as defined in the Agreement,
upon the occurrence of any 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
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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 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
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existing liabilities of
the Owner to the Assignee under the 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 Agreement and
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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.
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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"
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
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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.
METROPOLITAN LIFE INSURANCE COMPANY
By: ___________________________
Its authorized officer
"Insurer"
