First Amendment to Split-Dollar Agreement

Exhibit 10.49

FIRST AMENDMENT TO SPLIT-DOLLAR AGREEMENT BETWEEN
MASTEC, INC. AND JORGE MAS
DATED MAY 8, 2002

     This Amendment made and entered into this 15^th day of September, 2003, effective as of August 27, 2002, by and between MasTec, Inc. a Florida corporation, with principal offices and place of business in the State of Florida (the “Corporation”) and the Assignee (identified below) of Jorge Mas, an individual residing in the state of Florida (the “Employee”).

     WHEREAS the Corporation and the Employee entered into a Split-Dollar Agreement on May 8^th, 2003, effective as of August 27, 2002, (the “Agreement”) to govern the rights and obligations of the parties with respect to certain life insurance policies issued by Phoenix Life Insurance Company or General American Life Insurance Company (the “Policies”), insuring the life of Employee and his wife, Aleyda Mas ( collectively the “Insureds”), which Policies are described in Exhibit A of the Agreement.

     WHEREAS, on May 8, 2003, in accordance with Paragraph 11 of the Agreement, the Employee absolutely and irrevocably assigned all of his right, title and interest in and to the Agreement, to the trustees of the Jorge Mas Irrevocable Trust u/a dated January 15, 1996 (the “Assignee”).

     WHEREAS, in accordance with paragraph 13 of the Agreement, the parties desire to amend the Agreement to clarify their respective rights and obligations with respect to such Policies;

     NOW THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto hereby amend the Agreement, as follows, effective as of August 27, 2002:

1. The first sentence of paragraph 4 is amended by deleting the phrase “On or before the Anniversary Date of each Policy”, and substituting in lieu thereof: “On or before the due date of each Policy premium.”

2. The last sentence of paragraph 4 is amended by deleting the phrase “for federal and state income tax purposes” and substituting in lieu thereof: “for any federal, state or local taxes, as applicable.”

3. The first sentence of paragraph 5b is amended by deleting the phrase “such portion of the policy proceeds” and substituting in lieu thereof: “such portion of the proceeds of each Policy.”

4. The last sentence of paragraph 5b is amended by adding the following to the end of such sentence: “, except as provided in paragraph 9b hereof.”

5. The first sentence of paragraph 7b is deleted in its entirety and the following substituted in lieu thereof:

"(b) Upon the death of the survivor of the Insureds, the Corporation shall have the unqualified right to receive a portion of such death benefit equal to the greater of (i) the total amount of premiums paid by it hereunder plus 4% compounded annually, or (ii) the aggregate cash surrender value of the Policies immediately before the death of the survivor of the Insureds.”

6. Paragraph 8a is amended by deleting sub-part (c) in its entirety, and substituting the following in lieu thereof:

(c) “At any time the voting securities of the Corporation owned in the aggregate directly or indirectly by Jose Ramon Mas Holdings I Limited Partnership, Jorge Mas Holdings I Limited Partnership, Mas Family Foundation, Inc., a Florida not-for-profit corporation, Juan Carlos Mas Holdings I Limited Partnership, Jorge L Mas Canosa Holdings I Limited Partnership, and the respective ancestors and descendants of Jose Ramon Mas, Jorge Mas, Juan Carlos Mas, and Jorge L Mas Canosa constitute less than 38% of the then outstanding voting securities of the Corporation (a “Change in Control”).”

7. The second sentence of paragraph 9a is deleted in its entirety, and the following substituted in lieu thereof:

“The purchase price for each of the Policies shall be the greater of (i) the total amount of the premiums paid by the Corporation hereunder plus 4% compounded annually, or (ii) the then aggregate cash surrender value of the Policies.”

8. Paragraph 9b is amended by deleting the paragraph in its entirety, and substituting the following in lieu thereof:

“If the Employee or his assignee fails to exercise such option within such sixty (60) day period, then the Corporation shall be vested with all ownership rights under the Policies; without limitation, the Corporation may maintain, cancel or surrender the Policies at any time. In connection with any cancellation or surrender of the Policies, the Corporation may retain all cash surrender values and other sums payable to the owner of the Policies; in connection with any payment of death proceeds under the Policies if maintained, the Corporation may retain all of the same; the Corporation may name itself and/or its designees as beneficiary under the Policies; the Corporation shall enjoy all other ownership rights in the Policies even if not herein specifically enumerated; none of the Employee, any co-insured party, or the heirs or assigns or designated beneficiaries of any of them, or any person claiming by or through any of the foregoing, shall have any further interest in and to the Policies whether under the terms hereof or under the terms of such Policies.

Notwithstanding any other provision hereof, the repayment to the Corporation hereunder shall be made solely from the cash surrender value of each such Policy if this Agreement is terminated during the lifetime of the Insured; in no event shall the Insured have any personal liability to repay the Corporation any amount in excess of the then cash surrender value of each of the Policies on termination of this Agreement during the Insured’s lifetime.”

9. Paragraph 12c is modified by substituting “subparagraph c” and “subparagraph d,” for “Subsection C” and “Subsection D,” respectively, therein.

10. Except as herein amended, the parties hereby ratify and confirm the Agreement in all respects, effective as of the first day of August 27, 2002. This instrument supersedes any other amendments of the Agreement dated September 15, 2003, or prior thereto.