BELLSOUTH CORPORATION
OFFICER ESTATE ENHANCEMENT PLAN
Agreement
An Agreement is hereby entered into between BellSouth Corporation (the
"Employer") and Xxxx X. Xxxxxxxxx (the "Participant"), by and through
Participant's Assignee (the "Assignee"), to be effective December 31, 1996. The
Agreement is incident to Participant's election for coverage under the Employer
Officer Estate Enhancement Plan (the "Plan"); Assignee and Employer hereby
certify, acknowledge and agree as follows:
1. Employer and Assignee shall cause to be issued by the insurer a Policy
insuring the life of Participant pursuant to the provisions of the Plan.
2. The Policy shall be owned by Employer as provided in the Plan.
3. The Policy shall be issued by American General Life Insurance Company with
an "Option B" death benefit and an initial basic face amount of $3,103,736.
4. The Policy's effective date shall be November 1, 1996.
5. Subject to the terms of the Plan, Employer agrees to pay a Policy premium,
inclusive of the Participant's Premium, of $155,416 before January 1, 1997
and on each Policy anniversary thereafter that is a Premium Payment Year.
6. The Premium Payment Years shall be 1996 to 2010 inclusive.
7. The Participant's Coverage Amount shall be $3,103,736.
8. The Policy's maturity date shall be November 1, 2034.
9. Assignee has read and understands the provisions of the Plan, and agree
that all terms and conditions specified in the Plan are hereby incorporated
by reference as though fully set forth herein and form a part of this
Agreement.
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Name of Assignee Signature of Assignee
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Date
Address of Assignee:
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Name of Employer Representative Signature of Employer Representative
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Date
BELLSOUTH CORPORATION
OFFICER ESTATE ENHANCEMENT PLAN
1. PURPOSE
The purpose of the BellSouth Corporation Officer Estate Enhancement Plan
(the "Plan") is to provide select officers of BellSouth Corporation (the
"Company") insurance coverage pursuant to a split-dollar life insurance
arrangement with the Company.
2. DEFINITIONS
For purposes of this Plan, the following terms have the meanings set forth
below:
2.01 AGREEMENT means the Agreement executed by Participant (or
Assignee) and Employer implementing the terms of this Plan.
2.02 ASSIGNEE means that person(s) or entity to whom the Participant
has assigned his/her interest in the Policy by designating said
Assignee on forms provided by Employer. If the Participant's
Policy is a Survivorship Policy and if the Participant has not
designated an Assignee, then, after the Participant's death, if
the Participant's spouse survives, the Assignee shall be that
person or entity who succeeds to the Participant's interest in
the Participant's Policy after the death of the Participant.
2.03 COMMITTEE means the Employee Benefit Claims Review Committee of
BellSouth Corporation.
2.04 EMPLOYEE means an employee or former employee of Employer who is
eligible to participate in the Plan.
2.05 EMPLOYER means BellSouth Corporation.
2.06 EMPLOYER DEATH BENEFIT means the portion of the Policy's death
benefit payable to Employer.
2.07 INSURER means, with respect to a Participant's Policy, the
insurance company issuing the Policy on the Participant's life
(or on the lives of the Participant and a Participant's spouse,
if a Survivorship Policy is used) pursuant to the provisions of
the Plan.
2.08 PARTICIPANT means an eligible Employee who elects to participate
in the Plan.
2.09 PARTICIPANT'S COVERAGE AMOUNT means the portion of the Policy's
death benefit payable to the beneficiary(ies) of the Participant
(or Assignee) as indicated in the Agreement.
2.10 PARTICIPANT PREMIUM means, with respect to each Premium Payment
Year for each Policy, the one year term cost for such Premium
Payment Year determined based on the age of the Participant (or
on the ages of the Participant and Participant's spouse if a
Survivorship Policy is used) at the beginning of such Premium
Payment Year, the Insurer's published one year term rates in
effect at the beginning of the Premium Payment Year, and the
Coverage Amount provided under the Policy. The amount shall be
determined pursuant to the guidelines set forth in Revenue Ruling
66-110 and Revenue Ruling 67-154, and shall be conclusively
determined by the Employer.
2.11 PERMANENT POLICY means a Policy which is projected to provide the
Participant's Coverage Amount to the maturity date listed in the
Agreement for the Policy, with no further premium payments. Such
protection shall be provided by the Insurer or the Insurer's
representative, and shall be based on the then-current interest
crediting rate and mortality charges, or dividend rate,
applicable to the Policy.
2.12 POLICY means the life insurance coverage acquired on the life of
the Participant (or on the lives of the Participant and a
Participant's spouse, in the case of a Survivorship Policy) by
Employer.
2.13 POLICY OWNER means the Employer.
2.14 PREMIUM means, with respect to a Participant's Policy, the amount
the Employer is obligated, pursuant to the terms of the
Agreement, to pay to the Insurer with respect to a Participant's
Policy.
2.15 PREMIUM PAYMENT YEAR means, with respect to a Policy, a year
listed as a Premium Payment Year for the Policy in the Agreement.
2.16 SURVIVORSHIP POLICY means a Policy insuring the lives of the
Participant and a Participant's spouse, with the death benefit
payable at the death of the last survivor of the Participant and
his/her spouse.
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3. PARTICIPATION
The Chairman of the Board, President, and Chief Executive Officer of the
Employer as of December 1, 1996 shall be eligible to participate in the
Plan.
4. AMOUNT AND TYPE OF COVERAGE
The amount and type of coverage provided under the Policy shall be that
amount and type specified in the Agreement.
5. PAYMENT OF PREMIUMS
5.01 EMPLOYER PAYMENTS. Within 30 days of each Policy Anniversary
that is a Premium Payment Year, Employer shall pay the Premium
specified in the Participant's Agreement.
5.02 PARTICIPANT PAYMENTS. For each Premium Payment Year, the
Participant (or Assignee) shall pay a portion of the policy
premium equal to the Participant Premium. This amount shall be
collected by Employer from the Participant (or Assignee), and
shall be paid by Employer to the Insurer. The Employer may
collect such amount through regular payroll deductions or in any
reasonable manner as it determines.
5.03 TERMINATION EVENTS. Employer's obligation to pay Premiums with
respect to a Participant's Policy shall terminate:
a. Automatically upon the death of the Participant (or upon the
death of the survivor of the Participant and the
Participant's spouse, if the Policy is a Survivorship
Policy).
b. Upon the mutual written agreement of Employer and
Participant (or Assignee).
6. POLICY OWNERSHIP
6.01 OWNERSHIP. Employer shall be the owner of a Participant's Policy
and shall be entitled to exercise the rights of ownership, except
that the following rights shall be exercisable by the Participant
(or Assignee): (i) the right to designate the beneficiary(ies)
to receive payment of that portion of the death benefit under the
Participant's Policy equal to the Participant's Coverage Amount;
and (ii) the right to assign any part or all of the Participant's
rights under the Policy to any person, entity or trust by the
execution of a written
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instrument prescribed by Employer that is delivered to Employer.
Employer shall not borrow from, hypothecate, withdraw cash value
from, surrender in whole or in part, cancel, or in any other
manner encumber a Participant's Policy without the prior written
consent of the Participant (or Assignee). Employer shall not
take any other action with respect to a Participant's Policy that
may reduce the Participant's Coverage Amount without the prior
written consent of the Participant (or Assignee).
6.02 POSSESSION OF POLICY. Employer shall keep possession of the
Policy. Employer agrees to make the Policy available to the
Participant (or Assignee) or to the Insurer at such times, and on
such terms as Employer determines for the sole purposes of
endorsing or filing any change of beneficiary or assignment on
the Policy.
7. ALLOCATION OF DEATH BENEFIT
Upon the death of the Participant (or death of the survivor of the
Participant and the Participant's spouse, if the Policy is a Survivorship
Policy), the death benefit under the Participant's Policy shall be divided
as follows:
a. The beneficiary(ies) of the Participant (or Assignee) shall be
entitled to receive the Participant's Coverage Amount.
b. The Employer shall be entitled to receive the Employer's Death
Benefit, which shall consist of the excess, if any, of the
Policy's death benefit over the Participant's Coverage Amount.
Employer agrees to execute an endorsement to the Policy issued to it by the
Insurer providing for the division of the death benefit in accordance with
the provisions of this Section.
8. EMPLOYER DEFAULT
8.01 EMPLOYER DEFAULT. An Employer Default shall be deemed to have
occurred with respect to a Participant's Policy if Employer fails
to pay a premium on the Participant's Policy as required under
the terms of the Agreement within 60 days after the due date for
such Premium, or if Employer processes or attempts to process a
policy loan, or a complete or partial surrender, or a cash value
withdrawal without prior written approval from Participant (or
Assignee).
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8.02 RIGHTS UPON EMPLOYER DEFAULT. In the event of an Employer
Default as described in Section 8.01, the Participant (or
Assignee) shall have the right to require Employer to transfer
its interest in the Participant's Policy to Participant (or
Assignee). The Participant (or Assignee) may exercise this right
by notifying Employer, in writing, within sixty (60) days after
the Employer Default occurs. Upon receipt of such notice,
Employer shall immediately transfer its rights in the
Participant's Policy to the Participant (or Assignee) and
Employer shall thereafter have no rights with respect to the
Participant's Policy. In addition, if the Policy's cash value is
then insufficient to qualify as a Permanent Policy, Employer
shall then immediately pay to the Participant (or Assignee) the
sum of (a) the additional premium amount required to be paid to
qualify such policy as a Permanent Policy, and (b) an amount
which, after the payment of the Participant's (or Assignee's)
estimate of federal and state income taxes, represents the
Participant's (or Assignee's) estimate of state and federal
income taxes payable by the Participant (or Assignee) on the
payment made under (a) above. A Participant's (or Assignee's)
failure to exercise its rights under this Section shall not be
deemed to release Employer from any of its obligations under the
Plan, and shall not preclude the Participant (or Assignee) from
seeking other remedies with respect to the Employer Default.
Also, a Participant's (or Assignee's) failure to exercise its
rights under this Section will not preclude the Participant (or
Assignee) from exercising such rights upon later Employer
Default.
9. GOVERNING LAWS & NOTICES
9.01 GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the substantive law of the state of Georgia
without giving effect to the choice of law rules of the state of
Georgia.
9.02 NOTICES. All notices hereunder shall be in writing and sent by
first class mail with postage prepaid. Any notice to the
Employer shall be addressed to the Attention of AVP-Executive
Personnel Matters at BellSouth Corporation, 0000 Xxxxxxxxx Xx.,
XX, Xxxxxxx, XX 00000-0000. Any notice to the Participant (or
Assignee) shall be addressed to the Participant (or Assignee) at
the address following such party's signature on his/her
Agreement. Any party may change its address by giving written
notice of such change to the other party pursuant to this
Section.
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10. MISCELLANEOUS PROVISIONS
10.01 This Plan and any Agreement executed hereunder shall not be
deemed to constitute a contract of employment between an Employee
and Employer, or a Participant and Employer, nor shall any
provision restrict the right of Employer to discharge an Employee
or Participant, or to restrict the right of an Employee or
Participant to terminate employment.
10.02 The masculine pronoun includes the feminine and the singular
includes the plural where appropriate for valid construction.
10.03 In order to be eligible to participate in this Plan, the
Participant (and, in the case of a Survivorship Policy, the
Participant's spouse) shall cooperate with the Insurer by
furnishing any and all information requested by the Insurer in
order to facilitate the issuance of the policy, including
furnishing such medical information and taking such physical
examinations as the Insurer may deem necessary. In the absence
of such cooperation, Employer shall have no further obligation to
the Participant to allow him/her to participate in the Plan.
10.04 If a Participant (or a Participant's spouse, if the Policy is a
Survivorship Policy) commits suicide within two years of the
Participant's Policy's issue, or if the Participant (or
Participant's spouse, if the Policy is a Survivorship Policy)
makes any material misstatement of information or nondisclosure
of medical history pertaining to the Policy's issue and dies
within two years of the Policy's issue, then no benefits will be
payable to the beneficiary(ies) of such Participant (or Assignee,
where applicable).
10.05 In the event of any inconsistency between the terms of this Plan
as described herein and the terms of any Policy purchased
hereunder or any related Agreement, the terms of such Policy or
Agreement shall be controlling as to that Participant, his/her
Assignee (if any), his successor-in-interest (if any) and his/her
beneficiary or beneficiaries.
11. AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS
11.01 AMENDMENT. The Plan may be modified or amended by Employer at
any time, but an amendment will not apply to any Participant (or
Assignee) unless such Participant (or Assignee) consents, in
writing, to the amendment.
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11.02 TERMINATION. Employer may terminate the Plan at any time, but
any such termination will not affect the rights of any
Participant (or Assignee) unless such Participant (or Assignee)
consents, in writing, to such termination.
11.03 ADMINISTRATION. This Plan shall be administered by the
Committee. The Committee, in its sole discretion, shall have the
authority to make, amend, interpret, and enforce all rules and
regulations for the administration of the Plan, and to decide or
resolve all questions, including interpretation of the Plan, as
may arise in connection with the Plan. In the administration of
this Plan, the Committee may employ agents and delegate to them
or to others (including Employees) such administrative duties as
it sees fit. The Committee may consult with counsel, who may be
counsel to Employer. The decision or action of the Committee (or
its designee) with respect to any question arising out of, or in
connection with, the administration, interpretation and
application of this Plan shall be final and conclusive and
binding upon all persons having interest in the Plan. Employer
shall indemnify and hold harmless against all claims, loss,
damage, expense or liability arising from any action or failure
to act with respect to this Plan the members of the Committee and
any Employees to whom administrative duties under this Plan are
delegated, except in the case of gross negligence or willful
misconduct by the Committee.
11.04 SUCCESSORS. The terms and conditions of this Plan shall inure to
the benefit of and bind the Employer and the Participant and
their successors, assignees or representatives. The Employer
shall have the right to absolutely and irrevocably assign its
rights, title and interest in a Policy without the consent of the
Participant (or Assignee).
12. CLAIMS PROCEDURE
12.01 NAMED FIDUCIARY. The Committee is hereby designated as the named
fiduciary under this Plan. The named fiduciary shall have
authority to control and manage the operation and administration
of this Plan.
12.02 CLAIMS PROCEDURES. Any controversy or claim arising out of or
relating to this Plan shall be filed with the Committee which
shall make all determinations concerning such claim. Any
decision by the Committee denying such claim shall be in writing
and shall be delivered to all parties in interest in accordance
with the notice
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provisions of Section 11.02 herein. Such decision shall set
forth the reasons for denial in plain language. Pertinent
provisions of the Plan shall be cited and, where appropriate, an
explanation as to how the claimant can perfect the claim will be
provided. This notice of denial of benefits will be provided
within ninety (90) days of the Committee's receipt of the claim
for benefits. If the Committee fails to notify the claimant of
its decision regarding the claim, the claim shall be considered
denied, and the claimant shall be permitted to proceed with an
appeal as provided for in this Section.
A claimant who has been completely or partially denied a benefit
shall be entitled to appeal this denial of his/her claim by
filing a written statement of his/her position with the Committee
no later than sixty (60) days after receipt of the written
notification of such denial. The Committee shall schedule an
opportunity for a full and fair review of the issue within thirty
(30) days of receipt of the appeal. The decision on review shall
set forth specific reasons for the decision, and shall cite
specific references to the pertinent Plan provisions on which the
decision is based.
Following the review of any additional information submitted by
the claimant, either through the hearing process or otherwise,
the Committee shall render a decision on the review of the denied
claim in the following manner:
a. The Committee shall make its decision regarding the merits
of the denied claim within sixty (60) days following receipt
of the request for review (or within 120 days after such
receipt, in a case where there are special circumstances
requiring extension of time for reviewing the appealed
claim). The Committee shall deliver the decision to the
claimant in writing. If an extension of time for reviewing
the appealed claim is required because of special
circumstances, written notice of the extension shall be
furnished to the claimant prior to the commencement of the
extension. If the decision on review is not furnished
within the prescribed time, the claim shall be deemed denied
on review.
b. The decision on review shall set forth specific reasons for
the decision, and shall cite specific references to the
pertinent Plan provisions on which the decision is based.
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