AMENDMENT OF SPLIT DOLLAR AGREEMENT (SPECIAL TRUST)
AMENDMENT, made and entered into by and between Tootsie Roll
Industries, Inc., a Virginia corporation (the "Corporation"), and Wendy J.
Gordon, not individually, but as trustee of the Gordon Family 1993 Special Trust
(the "Owner").
WHEREAS, the Corporation and the Owner entered into a Split
Dollar Agreement dated July 10, 1993 and restated on March 8, 1997 covering
policies of insurance on the joint lives of Melvin J. Gordon and Ellen R. Gordon
and policies of insurance on the sole life of Ellen R. Gordon (the "Agreement");
and
WHEREAS, Melvin J. Gordon and Ellen R. Gordon (the
"Employees") continue to be employed by the Corporation in which capacity their
services have contributed to the successful operation of the Corporation, and
the Corporation and its board of directors believe it is in the best interest of
the Corporation to retain the services of the Employees; and
WHEREAS, the Corporation and the Owner desire to amend the
Agreement to cover four additional policies of insurance owned by the Owner on
the sole life of Ellen R. Gordon, such additional policies and the original
policies subject to the Agreement are listed on the attached Amended Schedule A;
and
WHEREAS, the Corporation and the Owner agree to make such
additional policies subject to the Agreement; and
WHEREAS, the Owner agrees to assign each additional policy to
the Corporation as collateral for the premium payments to be made by the
Corporation under the Agreement by an instrument of collateral assignment and to
record such assignment with the respective issuing insurance company.
NOW, THEREFORE, in consideration of the premises, and the
services to be rendered to the Corporation by the Employees, and for other good
and valuable consideration, receipt of which is hereby acknowledged, the
Corporation and the Owner hereby mutually covenant and agree as follows:
1. The Corporation and the Owner agree to make each additional policy
subject to the Agreement.
2. The Owner agrees to assign each additional policy to the Corporation
as collateral for the premium payments to be made by the Corporation under the
Agreement by an instrument of collateral assignment and to record such
assignment with the respective issuing insurance company.
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3. The Corporation and the Owner reaffirm and readopt the remaining
provisions of the Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this
amendment on April 2, 1998.
/s/ Wendy J. Gordon
not individually, but as trustee
TOOTSIE ROLL INDUSTRIES, INC.
By G. HOWARD EMBER JR.
------------------------------
As its CHIEF FINANCIAL OFFICER
--------------------------
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AMENDED SCHEDULE A (SPECIAL TRUST)
Name Policy No.
---- ----------
Policies on the Joint Lives of Melvin and Ellen Gordon
- ------------------------------------------------------
Guardian 3733408
John Hancock 80042963
Mass Mutual 8858899
New York Life 44956816
Principal Mutual 6450780
Policies on the Sole Life of Ellen Gordon
- -----------------------------------------
Security Life 1526881
Sun Life 9293268Z
Mass Mutual 0027876
New York Life 63542913
Pacific Life VP60429270
Additional Policies on the Sole Life of Ellen Gordon
- ----------------------------------------------------
Hartford VL9217582
John Hancock 50467001
Mass Mutual 0030191
Pacific Life VP60625910
COLLATERAL ASSIGNMENT (SPLIT DOLLAR)
1. Wendy J. Gordon, not individually but as trustee of the Gordon
Family 1993 Special Trust (the "Assignor"), hereby assigns, transfers and sets
over to Tootsie Roll Industries, Inc., a Virginia corporation (the "Assignee"),
to the extent of the amounts defined in and owing from time to time from
Assignor to Assignee under that certain Split Dollar Agreement dated July 10,
1993, as restated and amended, between Assignor and Assignee (the "Assignee's
Interest"), Policy No. VP60625910 issued by Pacific Life Insurance Company on
the life of Ellen R. Gordon, subject to all the terms and conditions of the
policy and to all superior liens, if any, which the insurer may have against the
policy. The Assignor by this instrument agrees and the Assignee by the
acceptance of this assignment agrees to the conditions and provisions herein set
forth.
2. It is expressly agreed that only the following specific rights are
included in this assignment and may be exercised solely by the Assignee:
(a) The right to obtain, upon surrender of the policy
by the Assignor, an amount of the cash surrender proceeds up to the
amount of the Assignee's Interest in the policy.
(b) The right to collect, upon the death of the
insured, the net proceeds of the policy up to the amount of the
Assignee's Interest in the policy.
3. The insurer hereby is authorized to recognize the Assignee's claim
to rights hereunder without investigating the reason for any action taken by the
Assignee, or the giving of any notice, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole signature of the
Assignee shall be sufficient for the exercise of its rights under the policy and
the sole receipt of the Assignee for the amount of any sums received shall be a
full discharge and release therefor to the insurer.
Dated: April 2, 1998.
/s/ Wendy J. Gordon, not individually,
but as trustee Assignor
TOOTSIE ROLL INDUSTRIES, INC.
Assignee
By G. Howard Ember Jr.
-------------------
Its Chief Financial Officer
-----------------------
Accepted an executed counterpart of this Collateral Assignment as of
the date last above written.
PACIFIC LIFE INSURANCE COMPANY
By
Its
COLLATERAL ASSIGNMENT (SPLIT DOLLAR)
1. Wendy J. Gordon, not individually but as trustee of the Gordon
Family 1993 Special Trust (the "Assignor"), hereby assigns, transfers and sets
over to Tootsie Roll Industries, Inc., a Virginia corporation (the "Assignee"),
to the extent of the amounts defined in and owing from time to time from
Assignor to Assignee under that certain Split Dollar Agreement dated July 10,
1993, as restated and amended, between Assignor and Assignee (the "Assignee's
Interest"), Policy No. VL9217582 issued by Hartford Life and Annuity Insurance
Company on the life of Ellen R. Gordon, subject to all the terms and con ditions
of the policy and to all superior liens, if any, which the insurer may have
against the policy. The Assignor by this instrument agrees and the Assignee by
the acceptance of this assignment agrees to the conditions and provisions herein
set forth.
2. It is expressly agreed that only the following specific rights are
included in this assignment and may be exercised solely by the Assignee:
(a) The right to obtain, upon surrender of the policy
by the Assignor, an amount of the cash surrender proceeds up to the
amount of the Assignee's Interest in the policy.
(b) The right to collect, upon the death of the
insured, the net proceeds of the policy up to the amount of the
Assignee's Interest in the policy.
3. The insurer hereby is authorized to recognize the Assignee's claim
to rights hereunder without investigating the reason for any action taken by the
Assignee, or the giving of any notice, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole signature of the
Assignee shall be sufficient for the exercise of its rights under the policy and
the sole receipt of the Assignee for the amount of any sums received shall be a
full discharge and release therefor to the insurer.
Dated: April 14, 1998.
/s/ Wendy J. Gordon, not individually,
but as trustee Assignor
TOOTSIE ROLL INDUSTRIES, INC.
Assignee
By G. Howard Ember Jr.
-------------------
Its Chief Financial Officer
-----------------------
Accepted an executed counterpart of this Collateral Assignment as of
the date last above written.
HARTFORD LIFE AND ANNUITY
INSURANCE COMPANY
By
Its
COLLATERAL ASSIGNMENT (SPLIT DOLLAR)
1. Wendy J. Gordon, not individually but as trustee of the Gordon
Family 1993 Special Trust (the "Assignor"), hereby assigns, transfers and sets
over to Tootsie Roll Industries, Inc., a Virginia corporation (the "Assignee"),
to the extent of the amounts defined in and owing from time to time from
Assignor to Assignee under that certain Split Dollar Agreement dated July 10,
1993, as restated and amended, between Assignor and Assignee (the "Assignee's
Interest"), Policy No. 0030191 issued by Massachusetts Mutual Life Insurance
Company on the life of Ellen R. Gordon, subject to all the terms and con ditions
of the policy and to all superior liens, if any, which the insurer may have
against the policy. The Assignor by this instrument agrees and the Assignee by
the acceptance of this assignment agrees to the conditions and provisions herein
set forth.
2. It is expressly agreed that only the following specific rights are
included in this assignment and may be exercised solely by the Assignee:
(a) The right to obtain, upon surrender of the policy
by the Assignor, an amount of the cash surrender proceeds up to the
amount of the Assignee's Interest in the policy.
(b) The right to collect, upon the death of the
insured, the net proceeds of the policy up to the amount of the
Assignee's Interest in the policy.
3. The insurer hereby is authorized to recognize the Assignee's claim
to rights hereunder without investigating the reason for any action taken by the
Assignee, or the giving of any notice, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole signature of the
Assignee shall be sufficient for the exercise of its rights under the policy and
the sole receipt of the Assignee for the amount of any sums received shall be a
full discharge and release therefor to the insurer.
Dated: April 2, 1998.
/s/ Wendy J. Gordon, not individually,
but as trustee Assignor
TOOTSIE ROLL INDUSTRIES, INC.
Assignee
By G. Howard Ember Jr.
-------------------
Its Chief Financial Officer
-----------------------
Accepted an executed counterpart of this Collateral Assignment as of
the date last above written.
MASSACHUSETTS MUTUAL LIFE INSURANCE
COMPANY
By
Its
COLLATERAL ASSIGNMENT (SPLIT DOLLAR)
1. Wendy J. Gordon, not individually but as trustee of the Gordon
Family 1993 Special Trust (the "Assignor"), hereby assigns, transfers and sets
over to Tootsie Roll Industries, Inc., a Virginia corporation (the "Assignee"),
to the extent of the amounts defined in and owing from time to time from
Assignor to Assignee under that certain Split Dollar Agreement dated July 10,
1993, as restated and amended, between Assignor and Assignee (the "Assignee's
Interest"), Policy No. 50467001 issued by John Hancock Variable Life Insurance
Company on the life of Ellen R. Gordon, subject to all the terms and con ditions
of the policy and to all superior liens, if any, which the insurer may have
against the policy. The Assignor by this instrument agrees and the Assignee by
the acceptance of this assignment agrees to the conditions and provisions herein
set forth.
2. It is expressly agreed that only the following specific rights are
included in this assignment and may be exercised solely by the Assignee:
(a) The right to obtain, upon surrender of the policy
by the Assignor, an amount of the cash surrender proceeds up to the
amount of the Assignee's Interest in the policy.
(b) The right to collect, upon the death of the
insured, the net proceeds of the policy up to the amount of the
Assignee's Interest in the policy.
3. The insurer hereby is authorized to recognize the Assignee's claim
to rights hereunder without investigating the reason for any action taken by the
Assignee, or the giving of any notice, or the application to be made by the
Assignee of any amounts to be paid to the Assignee. The sole signature of the
Assignee shall be sufficient for the exercise of its rights under the policy and
the sole receipt of the Assignee for the amount of any sums received shall be a
full discharge and release therefor to the insurer.
Dated: April 7, 1998.
/s/ Wendy J. Gordon, not individually,
but as trustee Assignor
TOOTSIE ROLL INDUSTRIES, INC.
Assignee
By G. Howard Ember Jr.
-------------------
Its Chief Financial Officer
-----------------------
Accepted an executed counterpart of this Collateral Assignment as of
the date last above written.
JOHN HANCOCK VARIABLE LIFE
INSURANCE COMPANY
By
Its