V.R. DeAngelis M.D.P.C. & R.T. Domingo M.D.P.C., V. R. DeAngelis M.D.P.C., Tax Matters Partner, et al. - Page 33




                                       - 33 -                                         
               B.  DeAngelises Survivor Whole Life Policy                             
               The December 28, 1993 and 1994, premiums of $103,762.66 on             
          the DeAngelises survivor whole life policy were paid timely, and            
          PUAR was purchased in each year with additional premiums of                 
          $16,237.34.  In 1996, the premium due on December 28, 1995, was             
          paid timely with a dividend withdrawal of $11,563.68, a                     
          withdrawal of $34,133.47 from the PUAR, and the above-referenced            
          $58,066.51 withdrawal from the Dr. DeAngelis policy.  In 1997,              
          the premium due on December 28, 1996, was paid with a dividend              
          withdrawal of $12,363 and a policy loan of $91,399.66.  The                 
          premium due on December 28, 1997, was not paid timely, and the              
          policy lapsed for nonpayment of the premium.  MetLife converted             
          the policy to participating reduced paid-up insurance with a face           
          value of $588,731.17                                                        
               On or about August 23, 1999, upon the request of Dr.                   
          DeAngelis (and in connection with a similar request of Dr.                  


               16(...continued)                                                       
          because of a failure to pay a premium owed on the policy.  Under            
          this option, the cash value of a lapsed policy is used to                   
          maintain the full original death benefit until the cash value is            
          depleted.                                                                   
               17 A reduced paid-up feature is another life insurance                 
          policy nonforfeiture option that may be exercised when the policy           
          lapses because of a failure to pay a premium owed on the policy.            
          If such a feature is exercised, the remaining cash value of the             
          policy is used to purchase a single premium life insurance policy           
          with a lower death benefit.  While the death benefit is reduced,            
          the cash value in the policy is used up more slowly than under              
          other nonforfeiture options.                                                





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