Executive Life Insurance Plan Effective 10, 1990

EX-10.F
AMP INCORPORATED SPLIT-DOLLAR
LIFE INSURANCE AGREEMENT


THIS AGREEMENT, made as of this 8th day of November 1990, by and between AMP Incorporated, a Pennsylvania corporation having its principal place of business in Harrisburg, Pennsylvania (hereinafter, the "Corporation"), and ______________(hereinafter, the "Employee"),


WITNESSETH:


WHEREAS, the Employee is an active elected or divisional officer of the Corporation or was an elected or divisional officer of the Corporation at the time of retirement;


WHEREAS, the Corporation wishes to assist the Employee with a personal life insurance program in recognition of the Employee's contributions to the business success of the Corporation and also, in the case of an active Employee, as an inducement to the Employee's continued employment;


WHEREAS, contemporaneously with the execution of this Agreement the Employee will acquire an insurance policy on his or her life (hereinafter, the "Policy"), a copy of which is attached hereto as Exhibit A and, along with any future supplementary contracts, riders, or endorsements issued in connection therewith, made a part hereof; and


WHEREAS, the Employee and Corporation wish to make the Policy subject to a split-dollar payment arrangement pursuant to the terms and conditions of this Agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth, the Employee and the Corporation agree as follows:


ARTICLE 1
SPLIT-DOLLAR PLAN


1.1 Coverage of Plan. Any individual who is designated by the Corporation and who (i) is an elected or divisional officer (hereinafter, an "Officer") of the Corporation as of October l, 1990, or becomes an Officer thereafter, (ii) was an Officer at the time of his or her retirement on or after January 1, 1987, or (iii) was both an Officer at the time of his or her retirement on or after January 1, 1984, and under age 55 on January 1, 1984, is eligible, subject to the Corporation's approval, to become a covered Employee for purposes of the AMP Incorporated Split-Dollar Life Insurance Plan (hereinafter, the "Plan"). In order to become a covered Employee, an eligible Officer must be insurable, must enter into this form of Split-Dollar Life Insurance Agreement with the Corporation, and must execute the collateral assignment agreement and the waiver referred to in Article 2.2, below. Initial enrollments in the Plan and the related Agreements shall become effective as of November 8, 1990, or as soon thereafter as administratively practicable. New enrollments in the Plan and the related Agreements shall become effective as of the first January 1 or July 1 following the date on which an individual first becomes eligible, or as soon thereafter as administratively practicable. An Employee's coverage under the Plan shall cease if either the Employee's employment with the Corporation terminates or the Employee's service as an Officer of the Corporation terminates prior to the date of his or her early or normal retirement, whichever is applicable, under the AMP Incorporated Pension Plan, unless such termination of employment or cessation of service as an Officer occurs on account of a disability that entitles the Employee to benefits under the AMP Incorporated Long Term Disability Plan.


1.2 Plan Death Benefits. An active Employee shall be eligible under the Plan for a death benefit, payable to his designated beneficiary, in an amount determined based on the following schedule; subject, however, to the Employee's initial and continuing insurability:


Base Annual Compensation Death
Benefit


$150,000 or less $ 300,000 greater than $150,000 but not greater than $200,000 $ 400,000 greater than $200,000 but not greater than $250,000 $ 500,000 greater than $250,000 but not greater than $300,000 $ 600,000 greater than $300,000 but not greater than $375,000 $ 750,000
greater than $375,000 $1,000,000


For purposes hereof, base annual compensation shall mean the Employee's annual rate of base pay, not to include any premium or bonus pay. If an active Employee becomes eligible for a larger death benefit under the Plan because of an increase in base annual compensation, the increased death benefit will become effective as of the first January 1 or July 1 that follows the date the compensation increase takes effect, or as soon thereafter as administratively practicable, provided the Employee continues to be insurable and the necessary administrative steps have been taken to effect the increase. A covered Employee who is retired or who becomes disabled shall be eligible for a death benefit under the Plan equal to the amount of the death benefit he or she was entitled to receive under the Plan or the Corporation's Group Life Insurance Plan, whichever was applicable, on the date of retirement or disability.


1.3 Source of Plan Benefits. Death benefits under the Plan will be provided through the purchase by the Employee of the Policy, with the Corporation advancing for the benefit of the Employee certain of the premiums due on the policy, as provided in Article 3.2, below. Any proceeds from the Policy payable upon the death of the Employee that are in excess of the difference between the applicable death benefit reflected in the schedule in Article 1.2, above, and the principal amount of any Policy loans taken by the Employee and outstanding at the date of the Employee's death are payable to the Corporation.


ARTICLE 2
OWNERSHIP OF THE POLICY


2.1 Employee as Owner. The Employee shall be the owner of the Policy and may exercise all ownership rights granted to the owner thereof by the terms of the Policy, except as may otherwise be provided herein. The Employee and the Corporation agree that the Policy shall be subject to the terms and conditions of this Agreement.


2.2 Collateral Assignment and Waiver. Contemporaneously with the execution of this Agreement and the purchase of the Policy, the Employee agrees to execute both (i) a collateral assignment agreement (hereinafter, the "Collateral Assignment") in favor of the Corporation to secure the Corporation's rights under this Agreement, with such Collateral Assignment to be in the form attached hereto as Exhibit B. and (ii) a waiver (hereinafter, the "Waiver") of his or her right to coverage under the Corporation's Group Life Insurance Plan, with such Waiver to be in the form attached hereto as Exhibit C. If the Employee has previously assigned his rights under the Corporation's Group Life Insurance Plan, the Employee agrees to cause the assignee to execute the Waiver. The Collateral Assignment shall set forth the rights of the Corporation in and with respect to the Policy pursuant to and consistent with the terms and conditions of this Agreement. The Employee and the Corporation agree to be bound by the terms of the Collateral Assignment and the Waiver.


(a) Corporation's Rights. The Corporation's rights with respect to the Policy shall be as follows:


(i) The right to obtain, directly or indirectly, one or more loans or advances against the cash value of the Policy, to the extent of, but not in excess of, the Corporation's Portion (as defined below in this Article 2.2), and the right to pledge or assign the Corporation's Portion as security for such loans or advances;


(ii) The right to fully or partially surrender the Policy and upon surrender receive the cash value thereof, subject to the Employee's right to a thirty (30) day advance written notice of the Corporation's intent to surrender the Policy and the right, arising upon receipt of such notice, to prevent the surrender and obtain a release of the Corporation's rights by payment to the Corporation of the aggregate amount of the premiums on the Policy to date;


(iii)The right to receive the proceeds of the Policy in excess of the Employee's death benefit portion (as defined in Article 4.2 below) in the event of the death of the Employee;


(iv) 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, the right to exercise any and all options contained in the Policy relating thereto, and the right to exercise all non forfeiture rights permitted by the terms of the Policy or allowed by the issuer of the Policy (hereinafter, the "Issuer") and to receive all benefits and advantages derived therefrom;


(v) The right to collect from the Issuer any amount that may be due upon maturity of the Policy during the lifetime of the Employee that is in excess of the amount defined as the Employee's death benefit portion in Article 4.2, below; and
(vi) The right to release the Collateral Assignment upon receipt of the amount specified in Article 5.3, below.


(b) Employee's Rights. Subject to the foregoing rights of the Corporation and to any further limitations specified hereinbelow, the Employee shall retain all rights as owner of the Policy, including, but not limited to, the following:


(i) The right to obtain, directly or indirectly, one or more loans or advances against the cash value of the Policy and the right to pledge or assign the Policy as security for such loans or advances, provided, however, that, except in the case of a loan specifically authorized by Article 5.2, below, the right of the Employee to borrow against the cash value of the Policy or to use it as security shall be limited to that portion of the cash value that is in excess of Corporation's Portion, shall be limited to the extent necessary to insure that the policy does not lapse due to insufficient cash value, shall require the advance written consent of the Corporation, and shall not be exercisable prior to the later of the Employee's normal or early retirement, whichever is applicable, under the terms of the AMP Incorporated Pension Plan or the sixth anniversary date of the Policy;


(ii) The right to collect from the Issuer any amount payable upon maturity of the Policy that is not payable to the Corporation pursuant to Article 2.2(a)(v), above;


(iii)The right to designate and to change the beneficiary or beneficiaries of the portion of the proceeds of the Policy payable, upon the death of the Employee, to the Employee's beneficiary, pursuant to Article 4.2, below (hereinafter the "Employee's Portion");


(iv) The right to elect any optional form of settlement available with respect to the Employee's Portion; and


(v) The right to assign the Employee's rights in and with respect to the Policy.


For purposes hereof, the Corporation's Portion of the cash value shall be an amount equal to the aggregate premiums for the Policy that are paid or scheduled to be paid by the Corporation and the Employee, pursuant to Article 3.2, below. The Corporation's Portion shall be increased by the excess, if any, of the cash value of the Policy over the sum of the Employee's applicable death benefit under Article 1.2 and the aggregate premiums for the Policy paid by the Corporation and the Employee.


ARTICLE 3
PAYMENT OF PREMIUMS


3.1 Premium. As used herein, the term "premium" shall mean the planned yearly amount agreed upon between the Corporation and the Employee as the contribution toward the Policy for any year; provided, however, that such amount shall never be less than the Policy's minimum required premium for such year. "Premium" shall also include all costs associated with all supplementary contracts, riders, and endorsements to the Policy.


3.2 Premium Payment; Timing.


(a) Retired Employees. In the case of an Employee who has elected and commenced a normal or early retirement under the AMP Incorporated Pension Plan, the Corporation shall pay the premium on the Policy to the Issuer on or before the due date of each premium payment; and in any event, not later than the expiration of the grace period under the Policy for such premium payment. Notwithstanding the above provisions of this Article 3.2, if the Corporation shall fail to make any premium payment within twenty (20) days after its due date, then the retired Employee may make such premium payment, and the Corporation shall fully reimburse the retired Employee for such premium payment within ten (10) days of the making of such payment. The Corporation shall furnish an annual statement to the retired Employee setting forth the amount of imputed income, if any, reportable by the retired Employee as a result of the Corporation's payments hereunder.


(b) Active Employees. In the case of an Active Employee, the Corporation shall pay the premium on the Policy to the Issuer on or before the due date of each premium payment, and in any event, not later than the expiration of the grace period under the Policy for such premium payment. The Corporation shall advance as a bonus payment and withhold from the compensation of the active Employee an amount sufficient to reimburse the Corporation for that portion of the premium payment equal to the annual cost of the pure insurance protection on the life of the active Employee under the Policy for the ensuing Policy Year. Such bonus and corresponding withholding shall be equal to the lesser of the following:


(i) that rate per $1,000 of pure insurance protection promulgated by the Internal Revenue Service in Rev. Rul. 55-747, 1955-2 C.B. 228, as the same may be amended or replaced from time to time by published ruling (hereinafter, the "PS-58 rate") as applied to the amount of pure insurance protection provided to the Employee pursuant to the terms of this Agreement; or


(ii) that current published rate per $l,OOO of pure insurance protection charged by the Issuer for initial-issue individual one-year term insurance policies available to all standard risks as applied to the amount of pure insurance protection provided to the active Employee pursuant to the terms of this Agreement. Notwithstanding the above provisions of this Article 3.2, if the Corporation shall fail to make any premium payment within twenty (20) days after its due date, then the Employee may make such premium payment, and the Corporation shall reimburse the Employee for the portion of such premium payment not payable by the Employee hereunder within ten (10) days of the making of such premium payment by the Employee.


ARTICLE 4 ...