Exhibit 10-15.4
AGREEMENT OF SETTLEMENT AND GENERAL RELEASE
WHEREAS, The Manufacturers Life Insurance Company,
("Manulife") issued a life insurance policy to Xxxxx X. Xxxxx and Xxxxxx Xxxxx
as Trustees of the Weiner Family Irrevocable Insurance Trust dated October 27,
1986,("Owners/Trustees") on the joint lives of Xxxxxx Xxxxxx and Xxxxx Xxxxxx,
(the "Insureds"), policy number 3,779,931-9, (the "policy"); and
WHEREAS, a dispute has arisen between Manulife on the one hand
and the Owners/Trustees and Insureds on the other with respect to the nature and
extent of premiums and coverages under said policy; and
WHEREAS, the parties desire to settle and compromise their
differences amicably;
This agreement shall be effective on the date last written below;
NOW, THEREFORE, IT IS AGREED that in consideration of the
mutual covenants contained herein, the sufficiency and adequacy of which are
mutually acknowledged;
1. Manulife shall adjust the illustrated policy values to
match the attached Appendix "A" (illustration dated February 1, 1996) which is
incorporated herein by reference, such that policy loans outstanding on February
1, 1996 are reduced by $85,105.00. The surrender of the policy prior to the
death of the Insureds will result in an adjustment of the cash surrender value
not to exceed $85,105.00.
2. Manulife shall adjust the illustrated policy values to
implement a reduction in the face amount of the policy from $20,000,000.00 to
$15,000,000.00 effective February 1, 1997 as reflected in the attached Appendix
"A". Any then available policy guaranteed cash value will be used to purchase
paid up additions.
3. The Owners/Trustees will pay $147,423.00 into the policy
within 30 days of the date of this agreement and this money will be used to
eliminate any remaining indebtedness on the policy as though the payment had
been made February 1, 1996 such that the current policy debt will incur no
further loan interest charges as of that date as depicted in the attached
Appendix "A".
4. The payment made by Manulife referred to above is not nor
shall it be construed as an admission of fault or liability and is made solely
in the interest of resolving a disputed matter. This Agreement and General
Release, including the consideration provided, shall be kept strictly
confidential and shall not be hereafter disclosed to any third parties by the
Insureds or Owners/Trustees except by permission of Manulife, or as may be
necessary for tax and estate planning purposes, an order of the court, or other
legal process. Any disclosure to third parties for tax and estate planning
purposes shall be accompanied by a disclosure of this confidentiality provision
and an agreement on the part of such third party to keep this Agreement
and General Release, including the consideration provided, confidential. Breach
of this provision is likely to lead to serious consequential damages to Manulife
and its agent by virtue of the existence of unresolved and disputed fact matters
and damages arising therefrom would be difficult to resolve in the event of such
breach. Consequently, the parties hereto stipulate that damages arising from a
breach shall cause the policy values to be readjusted to reverse the change
described in paragraphs one (1) and two (2) herein. This shall be done upon
proof of a substantial breach of this provision subsequent to the date of this
agreement, by either the Insureds or the Owners/Trustees in its capacity as
Trustee, in a Federal or State court in Pennsylvania.
5. The undersigneds, jointly and severally, on their own
behalf, and that of their heirs, successors and assigns, hereby release, acquit
and discharge Manulife and any of their agents, officers, employees, directors,
successors and assigns of and from any and all claims and causes of action, of
any name and nature arising from the sale, solicitation, purchase or issuance of
the policy described herein including any act, omission, transaction, dealing,
conduct or negotiation of any kind whatsoever arising from the solicitation,
purchase or issuance of any contract with Manulife. Insureds do not waive any
rights under the contract itself.
DATED this 5th day of May, 1998.
MANULIFE The Manufacturers Life Insurance Company
BY: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------
Xxxx X. Xxxxxxxxx
ITS: Assistant Vice President & Senior Counsel
INSUREDS
/s/ Xxxxxx Xxxxxx
-----------------------------------------
Xxxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
-----------------------------------------
Xxxxx Xxxxxx
OWNERS/TRUSTEES /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx
-----------------------------------------
Xxxxxx Xxxxx
ADVANCED SURVIVORSHIP LEDGER
PREPARED FOR INFORCE POLICY #3779931
W & P WEINER W & P WEINER
FEMALE NONSMOKER, AGE 39 MALE NONSMOKER, AGE 43
$20000000 MANULIFE FINANCIAL'S SURVIVORSHIP LIFE AT 95 - B84 $115020.00
SINGLE CEO II RIDER $374651.00
-----------------------------------------------------------------------------
$20000000 TOTAL INITIAL INSURANCE INITIAL ANNUAL PREMIUM $489671.00
DIVIDENDS BUY PUA'S FOR 10 YEARS, THEREAFTER DIVIDENDS REDUCE PREMIUMS
WITH EXCESS APPLIED TO PURCHASE PUA'S
********* THIS PROPOSAL ASSUMES A DECREASE IN THE INSURANCE AMOUNT *********
** PLEASE REFER TO THE FACE DECREASE SECTION OF THE FOOTNOTES FOR DETAILS **
CASH TOTAL TIO PUA TOTAL
GROSS CASH ANNUAL DIVIDEND TOTAL VALUE CASH DEATH DEATH DEATH
ANNUAL PREMIUM DIVIDEND ON PUA'S DIVIDEND OF PUA'S VALUE BENEFIT BENEFIT BENEFIT
YEAR PREMIUM DUE BEG OF YR BEG OF YR BEG OF YR BEG OF YR END OF YR BEG OF YR BEG OF YR BEG OF YR
---- ------- --- --------- --------- --------- --------- --------- --------- --------- ---------
10 115020 0 0 0 66400 0 865200 0 0 20000000
11 86270 20630 66000 0 66000 216660 983160 0 776186 15776186
12 86270 0 49500 8640 56140 196278 1086528 0 678888 15678888
13 86270 0 49800 7825 57625 174606 1195206 0 583210 15583210
14 86270 0 52200 6960 59160 153657 1311057 0 495744 15495744
------- ----- --------- -------
460100 20630 217500 307324
15 86270 0 54900 6123 61023 133794 1434894 0 417047 15417047
16 86270 0 57750 5330 63080 115255 1567255 0 347191 15347190
17 86270 0 60150 4590 64740 97703 1708103 0 284499 15284499
18 86270 0 62700 3890 66590 81369 1857969 0 229092 15229092
19 86270 0 65400 3239 68639 66504 2017554 0 181084 15181084
------- ----- --------- -------
891450 20630 518400 631398
20 86270 0 68250 2647 70897 53375 2187575 0 140591 15140551
21 86270 0 71250 2124 73374 42268 2368318 0 107723 15107723
22 86270 0 74350 1681 75931 33335 2560385 0 82223 15082223
23 86270 0 77550 1326 78976 27041 2763941 0 64567 15064567
24 86270 0 81000 1075 82075 23729 2979479 0 54867 15054867
------- ----- --------- -------
1322800 20630 890700 1012550
25 86270 0 84450 943 85393 23619 3206769 0 52903 15052903
26 86270 0 84450 938 85388 23489 3442439 0 50989 15050989
27 86270 0 84450 933 85383 23339 3686638 0 49122 15049122
28 86270 0 84450 926 85376 23167 3939217 0 47297 15047297
29 86270 0 84450 919 85369 22971 4200471 0 45512 15045512
------- ----- --------- -------
1754150 20630 1312950 1439460
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 1 OF 7
ADVANCED SURVIVORSHIP LEDGER
PREPARED FOR INFORCE POLICY #3779931
W & P WEINER W & P WEINER
FEMALE NONSMOKER, AGE 39 MALE NONSMOKER, AGE 43
$20000000 MANULIFE FINANCIAL'S SURVIVORSHIP LIFE AT 95 - B84 $115020.00
SINGLE CEO II RIDER $374651.00
-----------------------------------------------------------------------------
$20000000 TOTAL INITIAL INSURANCE INITIAL ANNUAL PREMIUM $489671.00
DIVIDENDS BUY PUA'S FOR 10 YEARS, THEREAFTER DIVIDENDS REDUCE PREMIUMS
WITH EXCESS APPLIED TO PURCHASE PUA'S
********* THIS PROPOSAL ASSUMES A DECREASE IN THE INSURANCE AMOUNT *********
** PLEASE REFER TO THE FACE DECREASE SECTION OF THE FOOTNOTES FOR DETAILS **
CASH TOTAL TIO PUA TOTAL
GROSS CASH ANNUAL DIVIDEND TOTAL VALUE CASH DEATH DEATH DEATH
ANNUAL PREMIUM DIVIDEND ON PUA'S DIVIDEND OF PUA'S VALUE BENEFIT BENEFIT BENEFIT
YEAR PREMIUM DUE BEG OF YR BEG OF YR BEG OF YR BEG OF YR END OF YR BEG OF YR BEG OF YR BEG OF YR
---- ------- --- --------- --------- --------- --------- --------- --------- --------- ---------
30 86270 0 84450 911 85361 22750 4470700 0 43763 15043763
31 86270 0 84450 902 85352 22502 4749603 0 42047 15042047
32 86270 0 84450 891 85341 22227 5036577 0 40361 15040361
33 86270 0 84450 880 85330 21920 5330871 0 38702 15038702
34 86270 0 84450 867 85317 21579 5630979 0 37066 15037066
------- ----- -------- --------
2185500 20630 1735200 1866162
35 86270 0 84450 853 85303 21299 5935700 0 35449 15035449
36 86270 0 84450 838 85288 20777 6244127 0 33849 15033849
37 86270 0 84450 820 85270 20310 6555510 0 32261 15032261
38 86270 0 84450 801 85251 19795 6868954 0 30682 15030682
39 86270 0 84450 780 85230 19231 7184281 0 29109 15029109
------- ----- -------- --------
2616850 20630 2157450 2292505
40 86270 0 84450 758 85208 16614 7500765 0 27537 15027537
41 86270 0 84450 733 85183 17944 7817345 0 25964 15025964
42 86270 0 84450 706 85156 17218 8133118 0 24386 15024386
43 86270 0 84450 677 85127 16432 8446432 0 22799 15022799
44 86270 0 84450 645 85095 15585 8756235 0 21201 15021201
------- ----- -------- --------
3048200 20630 2579700 2718273
45 86270 0 84450 611 85061 14673 9061923 0 19588 15019588
46 86270 0 84450 575 85025 13694 9363644 0 17955 15017955
47 86270 0 84450 536 84986 12648 9663498 0 16301 15016301
48 86270 0 84450 495 84945 11533 9964033 0 14621 15014621
49 86270 0 84450 451 84901 10350 10268700 0 12913 15012913
------- ----- -------- --------
3479550 20630 3001950 3143192
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 2 OF 7
ADVANCED SURVIVORSHIP LEDGER
PREPARED FOR INFORCE POLICY #3779931
W & P WEINER W & P WEINER
FEMALE NONSMOKER, AGE 39 MALE NONSMOKER, AGE 43
$20000000 MANULIFE FINANCIAL'S SURVIVORSHIP LIFE AT 95 - B84 $115020.00
SINGLE CEO II RIDER $374651.00
-----------------------------------------------------------------------------
$20000000 TOTAL INITIAL INSURANCE INITIAL ANNUAL PREMIUM $489671.00
DIVIDENDS BUY PUA'S FOR 10 YEARS, THEREAFTER DIVIDENDS REDUCE PREMIUMS
WITH EXCESS APPLIED TO PURCHASE PUA'S
********* THIS PROPOSAL ASSUMES A DECREASE IN THE INSURANCE AMOUNT *********
** PLEASE REFER TO THE FACE DECREASE SECTION OF THE FOOTNOTES FOR DETAILS **
CASH TOTAL TIO PUA TOTAL
GROSS CASH ANNUAL DIVIDEND TOTAL VALUE CASH DEATH DEATH DEATH
ANNUAL PREMIUM DIVIDEND ON PUA'S DIVIDEND OF PUA'S VALUE BENEFIT BENEFIT BENEFIT
YEAR PREMIUM DUE BEG OF YR BEG OF YR BEG OF YR BEG OF YR END OF YR BEG OF YR BEG OF YR BEG OF YR
---- ------- --- --------- --------- --------- --------- --------- --------- --------- ---------
50 86270 0 84450 405 84555 9098 10581548 0 11175 15011175
51 86270 0 84450 356 84806 7777 10904977 0 9404 15009404
52 86270 0 84450 304 84754 6384 11235234 0 7600 15007600
53 86270 0 84450 250 84700 4916 11586116 0 5760 15005760
54 86270 0 84450 192 84642 3368 11960162 0 3883 15003883
------- ----- ------- --------
3910900 20630 3424200 3566949
55 86270 0 84450 132 84582 1736 12359786 0 1969 15001969
56 86270 0 84450 68 84518 12 12790512 0 14 15000014
57 0 0 84450 0 84450 84463 13159364 0 92719 15092719
58 0 0 19350 3295 22645 108219 13490620 0 117255 15117255
59 0 0 19800 4224 24024 133739 13836840 0 142930 15142930
------- ----- ------- --------
4083440 20630 3716700 3867168
60 0 0 20250 5221 25471 161084 14175784 0 169775 15169775
------- ----- ------- --------
4083440 20630 3736950 3892639
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 3 OF 7
INFORCE POLICY REVIEW
PROPOSAL DATE: FEBRUARY 1, 1996
PLAN: SURVIVORSHIP LIFE AT 95 -B84
LIFE INSUREDS: W & P WEINER RIDERS: SINGLE CEO
POLICY NUMBER: 3779931
DATE POLICY ISSUED: FEBRUARY 1, 1987 NON-SMOKER: YES
ISSUE AGE: 39 LOAN INTEREST RATE: VARIABLE
CURRENT POLICY YEAR: 10
CURRENT ANNUALIZED PREMIUM: $115020.00
POLICY BENEFITS
---------------
CURRENT DEATH BENEFIT (DIVIDEND INCLUDED): $20000000 LESS TOTAL LOAN.
CASH VALUE AT THE END OF THE CURRENT YEAR: $865200 LESS TOTAL LOAN.
POLICY LOANS
------------
THIS PROPOSAL ASSUMES THAT NO LOANS WERE OUTSTANDING ON THIS POLICY AS OF
AUGUST 1, 1996,
DIVIDENDS
---------
ANNUAL DIVIDEND AT LAST ANNIVERSARY: $66400.00
VANISH
------
THIS PROPOSAL ASSUMES THAT $66400.00 WAS SURRENDERED TO PAY THE PREMIUM AT THE
BEGINNING OF THE YEAR.
POLICY VALUES
-------------
THE SINGLE CEO RIDER PREMIUM SHOWN IN THE HEADING OF THIS PROPOSAL REPRESENTS
THE SINGLE PREMIUM APPLIED FOR AT THE TIME OF ISSUE. HOWEVER, THE ACTUAL SINGLE
CEO PREMIUM PAID MAY BE EQUAL TO OR LESS THAN THE STATED CEO SINGLE PREMIUM. THE
VALUES ILLUSTRATED ABOVE ARE BASED ON THE ACTUAL CEO SINGLE PREMIUM PAID.
A POLICY FROM MANULIFE FINANCIAL IS BACKED BY OVER 100 YEARS OF EXPERIENCE
AND EXPERTISE.
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 4 OF 7
IMPORTANT INFORMATION ABOUT THIS PROPOSAL
Manulife Financial has a reputation for its financial integrity and for
providing solid, long term value to our policyholders. In keeping with that
tradition, we encourage our clients to fully examine and understand the
assumptions used in a life insurance proposal.
This proposal is not a contract; we recommend that you refer to your policy for
a complete explanation of your policy benefits.
GUARANTEES
ONLY THOSE PREMIUMS AND VALUES LABELLED AS 'GUARANTEED' IN THIS PROPOSAL WILL BE
CONTRACTUALLY GUARANTEED IN YOUR POLICY.
DIVIDENDS
ILLUSTRATED DIVIDENDS, AND ALL VALUES DEPENDING ON ILLUSTRATED DIVIDENDS, ARE
BASED ON THE JULY 1995 DIVIDEND SCALE. THEY ARE NEITHER GUARANTEES NOR ESTIMATES
OF FUTURE DIVIDENDS.
PREMIUM
Premiums cease at the earlier of second death or the youngest surviving life
reaching age 95.
This proposal assumes all previous premiums have been paid in full.
Premiums due, when reduced by dividends, may vary substantially from the
illustrated premiums due, depending on the actual dividends paid in future
years.
VANISHING PREMIUMS
THE POLICY ILLUSTRATED REQUIRES THAT PREMIUMS BE PAID EACH YEAR WITHOUT
LIMITATION. HOWEVER, IT IS POSSIBLE THAT AT SOME FUTURE DATE, DIVIDENDS, AND IF
NECESSARY, THE SURRENDER OF PAID UP ADDITIONS MAY BECOME SUFFICIENT TO PAY
CURRENT AND FUTURE PREMIUMS DUE. THE PROPOSAL SHOWS THIS BY INDICATING A TIME
WHEN PREMIUMS 'VANISH'.
IF ACTUAL DIVIDENDS ARE LOWER THAN ILLUSTRATED, YOU WOULD HAVE TO PAY PREMIUMS
BEYOND THE DATE AT WHICH THIS PROPOSAL SHOWS THAT PREMIUMS MIGHT 'VANISH'. FOR
POLICIES WHERE PREMIUMS HAVE ALREADY 'VANISHED', FUTURE PREMIUMS COULD BE
REQUIRED.
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 5 OF 7
IMPORTANT INFORMATION ABOUT THIS PROPOSAL
LOANS AND SURRENDERS
The dividends shown in this proposal reflect the loans and loan interest rates
as illustrated. Actual policy dividends will vary according to actual loan
interest rates and loan activity.
THE LOAN INTEREST RATE ILLUSTRATED IS 7.25% AND MAY DIFFER FROM THE CURRENT
RATE.
MANULIFE FINANCIAL RESERVES THE RIGHT TO INCREASE OR DECREASE THE POLICY LOAN
INTEREST RATE AT EACH POLICY ANNIVERSARY - SUCH RATE WILL NEVER EXCEED THE
MAXIMUM PERMITTED BY STATE LAW.
TAXATION
The Individual's illustrated tax bracket is 28%.
This proposal may not fully reflect your actual tax or accounting situation. We
suggest that you consult your professional advisors regarding the interpretation
of current and proposed tax laws an accounting principles.
PROPOSAL DESIGN
This proposal assumes older life dies in year 99. This proposal assumes younger
life dies in year 99.
ALTERNATE PROPOSALS
CURRENT INTEREST RATE TRENDS INDICATE THAT DIVIDEND SCALES AT MANULIFE FINANCIAL
AND THROUGHOUT THE LIFE INSURANCE INDUSTRY WILL BE REDUCED IN THE FUTURE. AS
VALUES ILLUSTRATED ON THIS OR ANY OTHER POLICY ARE SENSITIVE TO CHANGES IN THE
DIVIDEND SCALE, AND IN KEEPING WITH OUR POLICY OF FULL DISCLOSURE TO OUR
POLICYHOLDERS, MANULIFE FINANCIAL RECOMMENDS THAT YOU REVIEW AN ADDITIONAL
ILLUSTRATION(S) THAT WILL DEMONSTRATE THE SENSITIVITY OF PRODUCT VALUES TO LOWER
DIVIDEND SCALES THAN CURRENTLY CREDITED.
THIS PROPOSAL IS ONLY VALID IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 6 OF 7
IMPORTANT INFORMATION ABOUT THIS PROPOSAL
FACE DECREASE
THIS PROPOSAL IS ILLUSTRATED WITH A FACE AMOUNT REDUCTION FROM $20000000 TO
$15000000 IN YEAR 11.
ONCE THE FACE AMOUNT REDUCTION HAS BEEN PROCESSED, IF ADDITIONAL COVERAGE IS
NEEDED IN THE FUTURE, THE INSURED WOULD NEED TO SUBMIT A NEW APPLICATION FOR
INSURANCE WHICH WILL REQUIRE MEDICAL EVIDENCE. THE NEW INSURANCE WILL BE BASED
ON THE INSURED'S AGE AT THAT TIME.
THIS PROPOSAL DOES NOT REFLECT ANY TAX CONSEQUENCES OR POLICY CHANGE FEES
RESULTING FROM THE PARTIAL SURRENDER TO REDUCE THE FACE AMOUNT.
This proposal assumes that the cash value allowance of $216,299.98 resulting
from the partial surrender to reduce the face amount is used to purchase paid up
additions.
YOU SHOULD CAREFULLY REVIEW THE FULL PROPOSAL INCLUDING THE SECTION ENTITLED
'IMPORTANT INFORMATION ABOUT THIS PROPOSAL'.
THIS PROPOSAL IS VALID ONLY IF ALL PAGES ARE INCLUDED
FEBRUARY 1, 1996 X0.0X0 XXX PAGE 7 OF 7
