The Honorable George Howard, Jr., United States District Judge f or the Eastern 1 District of Arkansas. United States Court of Appeals FOR THE EIGHTH CIRCUIT

___________ No. 96-3545

___________ All American Life Insurance Company, * * Plaintiff, * * Appeal from the United States
v. * District Court for the * Eastern District of Arkansas. Annette Billingsley; Andrew Vaccaro, * Jr.; Joseph Vaccaro; Laurie Hiegel, * * Appellees, * * Agribank FCB, * * Appellant. *

___________ Submitted: May 21, 1997 Filed: August 29, 1997

___________ Before MURPHY, HEANEY, and MAGILL, Circuit Judges.

___________ MAGILL, Circuit Judge. The All American Life Insurance Company (All American ) filed this interpleader diversity action in the district court to determine whether the proceeds of Andrew

1During its years of busines s with the Vaccaros, Agribank went through several 2 reorganizations. Agribank was formerly known as the Federal Land Bank of St. Louis and the Farm Credit Bank of St. Louis. For the sake of consistency, we will only refer to "Agribank." T heparties stipulate that, had it not lapsed, the Executive Life policy woul d 3 have been valued at $464,447.62 upon maturity. Andrew, Jr. and Joseph also brought a tort claim against Agribank fo r 4 Agribank's alleged negligent impairment of collateral . A jury empaneled by the district
co urt returned a verdict for Andrew, Jr. and Joseph on their tort claim, and foun d da mages of $38,405. In addition to appealing the district court's equitable decision s on waiver and estoppel, Agribank had originally appealed the district court's judgment against Agribank on

Andrew, Jr. and Joseph's tort claim, as well as the district court's determination of Agribank's setoff rights.
-2- Vacc aro, Sr.'s $500,000 life insurance policy should g o to Agribank FCB (Agribank) or to Andrew Vaccaro, Sr.' s 2 fou r children: Andrew Vaccaro, Jr., Joseph Vaccaro , Annette Vaccaro Billingsley, and Laurie Vaccaro Hiege l (col lectively, the Vaccaros). Andrew, Jr. and Josep h owed $728,581.14 to Agribank, secured by the America n Life policy and a separate $500,000 policy fr om Executive Life Insurance Company (Executive Life). The Executiv e Life policy lapsed shortly before Andrew Vaccaro, Sr

. died. At the core of the dispute between the Vaccaro s and Agriba nk is whether the Vaccaros waived their rights to the proceeds from the American Life policy and whether Agri bank is equitably estopped from disclaiming tha t $464,447.62 of Andrew, Jr.'s and Joseph's debts wa s 3 satis fied by the lapsed Executive Life policy. Th e district c ourt found for the Vaccaros on these equitable issues.
During the pendency of this appeal, Agribank settled all o f its disputes with Andrew, Jr. and Joseph. 4During the pendency of this appeal, Agribank reached a settlement agreement

with Andrew, Jr. and Joseph as to all claims. Agribank, Andrew, Jr., and Josep h subsequently filed a joint motion to dismiss Andrew, Jr. and Joseph from this appeal. We grant this motion.
-3- Agr ibank now appeals the district court's equitabl e decisions-4-

that Billingsley and Hiegeldid not waive their rights to the proceeds from the Ameri canLife policy and that Agribank is equitably estopped from disclaiming that $464,447.62 of Andrew, Jr.'s and Joseph's debts--which w ere secured by the American Life policy--was satisfied by the lapsed Executive Life policy. We affirm.

I. Andrew Vaccaro, Sr., Andrew, Jr., and Joseph owned a 3200-acre family farming operation in Lee and St

. Francis Counties, Arkansas. Their corporation, Vaccar o Farms, Inc. (VFI), operated from the 1970s until 1992. In 1981, VFI borrowed $3,100,000 from Agribank t o purchase an additional 1800 acres of farmland. Shortl y ther eafter, a series of factors proved the investmen t ill-timed. See Trial Tr. at 119-21 (testimony of Joseph Vacc aro). Andrew Vaccaro, Sr. suffered a heart attac k and underwent heart surgery. Flooding destroyed 80% o f VFI' s 4000-acre wheat crop two weeks before harvest

. Diesel fue l prices doubled, interest rates stood at over 20%, there was a federally-imposed grain embargo, ne w dis eases were infesting crops, and commodity price s dropped to a thirty-year low. The value of the lan d purchas ed by VFI plummeted to 50% of its purchase pric e within the first year of VFI's ownership. VFI defaulted on the loan from Agribank in 1986, whe n the loan's principal and interest amounted to almos t $3,700,000. VFI's attorney, Daniel Felton, negotiate d with Agrib ank and reached a mutually-agreeable solution. All of VFI's 5000 acres of farmland was sold, an d $2,400,000 of the revenues generated from the sale wen t to A gribank to partially satisfy Agribank's loan. VF I continued to farm the land as a tenant farmer. Agribank forgave approximately half of the remaining $ 1,300,000 of-5-

the lo an, while Andrew, Jr. and Joseph each executed a prom issorynote--one for $300,000 and the other fo r $345,000--to satisfy the remaining half. And rew Vaccaro, Sr. was no longer liable for the original debt.-6-

An drew, Jr.'s and Joseph's notes were secured by a lien on th eir remaining real estate, by a second lien on crops and equipment, and by an assignment to Agribank of the proceeds from the American Life and Executive Lif e pol icies insuring Andrew Vaccaro, Sr. Andrew Vaccaro, Sr. had originally purchased the policies to give his children an inheritance, and Billingsley and Hiegelr eluctantly agreed to assign the proceeds from the policies to Agribank

. Agri bank reserved the right to make required premiu m payments o n the two life insurance policies, but was not required to do so.

VFI was restructured as a partnership between Andrew , Jr. and Joseph. In 1991 the partnership defa ulted on the note s, went into bankruptcy, and Andrew, Jr.'s an d Joseph's personal liabilities were discharged.

Prior to 1991, Andrew, Jr. and Joseph paid all of th e prem iums on the American Life and Executive Lif e policies--an amount over $250,000. While Bil lingsley and Hiegel did not pay any of the premiums, they also did not receive any income from the farming operation to which , theyas sert, they were entitled. The premiums becam e more and m ore expensive as Andrew Vaccaro, Sr. aged, and in 1991 the combined annual premiums of the policie s amounte d to approximately $56,000. By the end of 1991 , Andrew, Jr. and Joseph were unable to pay the premiums.

In late 1990, Andrew, Jr. and Joseph's attorney , Daniel Fel ton (who had represented VFI), negotiated with Agri bank to have Agribank assume responsibility for th e payme nt of the premiums. John Jordan, the Agriban k Senior Spe cial Credit Officer who serviced the loan from 1988 through 1991, handled the negotiations f or Agribank.-7-

The one offer Agribank made to become legally responsible for the pr emium payments was rejected by the Vaccaros on De cember 26, 1991, because it would have made Andre w Vacca ro, Sr. again liable for the loan. Although no t lega llyresponsible for the premiums, Agribank paid th e $910 0 quarterly Executive Life premium for October 199 1 on December 19, 1991.-8-

In several "very frank" conversations with Andrew , Jr. and Joseph, Jordan made it clear that Agribank kne w the import ance of maintaining the policies. J.A. at Tab 77 (memora ndum from Jordan to Don Zwicker, Regional Vice Preside nt of Agribank). As early as December 31, 1990 , Jordan advised Agribank that "[i]nsurance pre miums on the required l ife insurance are extremely expensive, but the borr owers [the Vaccaros] have continued to pay thes e pr emiums. If they did not, I would recommend tha t [Agr ibank] advance the premiums as, from a very 'cold ' perspective, insurance proceeds will likely eventuall y allow the two notes to be paid in full." J.A. at Tab 76 (L oan Analysis Update). Prior to February 21, 1991 , Jo rdan again met with the Vaccaros. Describing thi s meeting, Jordan wrote:

[W] e will be facing a problem next year. Th e in surance premiums are now $56,000 per year

. [The Vaccaros] see no way to m ake these payments and p ay the higher payment schedule that wil l kick in at that time.

We had a very frank discussion. They realiz e thei r father is in poor health. They als o realize that the only way to ever pay th e $645,000 account is through th e insurance. They propo se that the most important factor is t o keep the premiums paid. They further propose a slight increase in the payment schedule, also a possi bilityof lowering the level at which th e additional payment provision would kick in.

I am in full agreement with their genera l propo sal as I agree that the most importan t factor is to keep the insurance in force.

J.A. at Tab 77.-9-

Jordan communicated with the insurance companie s throughLouie Devereux, Andrew, Jr. and Joseph' s insu rance agent. Jordan learned that Agribank "[c]oul d
use up all cash surrender value [of the policies] o n [the] fron t end. Would run each for one year or longer, depending on interest rate." J.A. at Tab 84 (Aug. 30 , 1991Devereux subsequently comm unicated with Executive Life that "[t]he assignee 5 [Agribank] is sending you a check from their St. Louis office under separate cover for the quarterly premium due in October. They will send another quarterly premium i n January for the premium due 1/26/92." J.A. at Tab 91 (D ec. 19, 1991). Devereux sent copies of this letter to Jordan, the Vaccaros, and Felton. While Agribank did make the initial payment, Agribank never made the January 26 payment, nor did it notify th e Vaccaros or Felton that it failed to make the second payment.
-10- memorandum). In an Agribank "Loan Approval/Actio n 5 Worksheet," Jordan noted that "we don't have any choic e but to pay the insurance premiums." J.A. at Tab 86 (Nov. 26, 1991).

On December 26, 1991, after Agribank paid on e prem ium, Jordan and Felton had a final discussio n rega rding the request that Agribank accept the lega l obligation to pay the life insurance premiums. I n mem orializing this discussion on December 31, 1991 , Jordan wrote:
Teleph one call to Dan Felton, Atty. Has ha d further discussions with his c lients. They just simplydo not want their father involved again. That is why they gave [Agriban k] everything they did in 1986. Will not agree to our terms a t prese nt. They also agree that the origina l ag reement already allowed for what they wer e proposing and that they were raising the annual payment amount. . . .

I re minded [Felton] that the account wa s delinquent due to the insurance being paid

. That I would assume that a collection actio n would be initiated. That regardless of wha t happened from a legal standpoint (foreclosure , bankruptcy, etc.) that [Agriba nk] would continue to make the insurance payments and eventuall y-11-

would be paid in full

. He is in basic agreement with everything an d hopes that his clients and [Agribank] can still have an ongoing relationship, that the meetin g with the Little Rock attorney and/or the outcome withthe operating lender could chang e everything.In a subsequent internal Agribank memorandum, Jordan wrote: 6
Tel ephonecall from Teresa, insurance office, Ron Worth called fro m ExecutiveLife. Has check in hand and everything is taken care of until 1/26/92 installment.
Foll ow up to make sure a copy of the statement is received. I assume [Agribank] will make that installment. J.A. at Tab 102 (Jan. 2, 1992).
-12- J.A. at Ta b 98 (Dec. 31, 1991) (emphasis added). During his conversation with Felton, Jordan also said that h e woul d always recommend that Agribank pay the premiums , but that Agribank was not contractually required to pa y the premiums. See J.A. at Tab 132, 676-78 (testimony of Felton). 6

Sh ortlyafter his conversation with Felton, Jorda n move d to another position at Agribank and stoppe d
se rvicing the Vaccaro account. On January 16, 1992 , Kevi n Schieber, the Manager of Special Credit fo r Agri bank, recommended in an internal memorandum tha t Agribank " quit paying" the insurance premiums. See J.A. at Ta b 107 at 503. The memorandum noted that Executiv e Lif e was facing bankruptcy and that the cost of th e premiums was likely to rise.

There after, Agribank decided to stop paying th e insu rance premiums. Agribank never notified Felton o r the Va ccaros of this decision. Andrew, Jr. and Josep h cont inued to receive insurance premium notices on a quarterly basis, but discarded them.-13-

Because no one else was paying the premiums, th e American Life and Executive Life premiums were paid ou t of the cash value of the policies. The cash value of the Executi ve Life policy ran out, and the policy lapsed i n April 1993. The American Life policy was still activ e when Andrew Vaccaro, Sr. died on June 12, 1994.-14-

American Life brought this interpleader diversit y suit to determine whether Agribank or the Vac caros should
rece ive the proceeds from the $500,000 American Lif e policy. American Life was dismissed as a party to th e action, and the Vaccaros and Agribank were left t o liti gate their rights to the American Life polic y proc eeds. The principal issues raised by the Vaccaro s
an d Agribank were the equitable issues of waiver an d estop pel. The district court empaneled a jury, an d allowed the jury to sit in an advisory capacity on th e equitable issues.

The jury returned apparently contradictory advisor y finding s that all four of the Vaccaros had waived thei r rights to the American Life policy proceeds, and tha t Agri bank was estopped from receiving policy proceeds a s agai nst Billingsley and Hiegel, but not against Andrew , Jr. and Joseph.

The district court found that, at the end of Decembe r 1991, the Vaccaros reasonably believed that Agribank was goin g to pay the insurance premiums, and that Agriban k had a duty to notify the Vaccaros that it was not goin g to pa y the premiums. Further, the court found that th e Vacc aros had suffered in reliance on Agribank

. Billing sleytestified that she had the money to pay th e insurance premiums, and the district court fo und that the Vaccaros would have paid the premiums had the y known that Agriban k was not making payments. The district cour t therefore held that Agribank was estopped from asserting its assignments to the American Life policy proceeds.

The district court rejected Agribank's argument fo r-15-

waiver. While noting that "[t]he parties all agree that the i ssues of estoppel and waiver are equitable . .

. [and] t he Court must determine these issues," Mem. Op & Order at 6, reprinted in J.A. at Tab 35, 240, th e district c ourt's analysis of waiver did little more than
reco ncile the jury's advisory finding of estoppel wit h its a dvisory finding of waiver. The district cour t stated:-16-

[Agribank] submitted the issue of waiver to the jury. The jury was instructed that [Agribank ] had t o prove the following: (1) that th e Vaccaros knew they had a right to the Executive Life policy proceeds; (2) that they voluntarily surr endered that right; and (3) that th e Va ccaros intended that they would forever b e depri ved of the benefits of the Executive Lif e pol icyproceeds. The jury found that all th e Vac caros had waived their rights to th e Executive Life insurance policy proceeds.
Argua bly, the verdict appears inconsistent; that is, having found waiver, the Vaccaro s canno t prove estoppel. In an attempt t o reconcile the inconsistency, a nd in light of the evidence presented to the jury, the Court is of the opinion that the jury understood th e instruction to refer to the Va ccaros’ actions in assigning the Executive Life policies t o [Agri bank]. That is, based on the instructio n and the evidence, the jury cou ld have found that the Vaccaros had voluntarily assigned thei r rights to the Executive Life policies. Such a finding, however, does not pre clude a finding by the j ury or the Court that [Agribank] i s esto pped to enforce its rights under th e Assignment of the All American policy

. Furthermore, a finding of esto ppel is consistent with the jury's verdict regard ing another action by[Agribank], that is, that [Agribank ] negligently impaired the collateral.

Id. at 9-10, reprinted in J.A. at Tab 35, 243-4 4 (emphasis in original).

After adjusting for Agribank's setoff rights, th e distr ict court ultimately allocated the American Lif e policy pro ceeds to the parties in the following amounts:-17-

Agribank: $191,703.33 Billingsley: $134,919.16 Hiegel: $134,919.16 Andrew, Jr.: $ 39,067.50 Joseph: $ 39,067.50-18-

See Appellant's Br. at 14. The district cour t stayed its judgment, however, and the American Life policy proceeds remain in the registry of the district court. Agriban k now appeals.

II.

Arkan sas state law applies in this case, and thi s Cour t reviews the district court's interpretation o f state law de novo. See Salve Regina College v. Russell , 499 U.S. 225, 231 (1991). Findings of fact, however, are revie wed for clear error. See Fed. R. Civ. P. 52(a)

. Unde r Arkansas law, the determination of whether th e elements of estoppel have been met is a quest ion of fact. See Linda Elenia Askew Trust v. Hopkins , 688 S.W.2d 316, 319 (Ark. App. 1985).

The Arkansas Supreme Court has explained that the following four elements are necessary to establish estoppel :
(1) [T ]he party to be estopped must know th e facts; (2) the party to be estopped must intend tha t the conduct be acted on or must act so that the partyasserting the estoppel had a right t o believe it was so intended;
(3) t he party asserting the estoppel must b e ignorant of the facts; and
(4) t he party asserting the estoppel must rel y on the other's conduct and be injured by tha t reliance.-19-

Offi ce of Child Support Enforcement v. Wallace , 94 1 S.W .2d 430, 433 (Ark. 1997). "The party assertin g estoppel must prove it strictly, there must be certainty to eve ry intent, the facts constituting it must not b e taken by argument or inference, and nothing-20-

can b e supplied by intendment." Ward v. Worthen Bank & Trust Co. , 681 S.W.2d 365, 368 (Ark. 1984).

Th e first and third of these elements have clearl y been satisfied. Agribank knew that it was no t paying the insu rance premiums and Agribank knew that the premium s were not otherwise being paid. Further, the Vaccaros did not k now that Agribank had decided to stop paying th e premiums and had in fact stopped paying those premiums.

We co nclude that the fourth element has also bee n satisfied in this case. Agribank asserts that th e Vaccaros were not injured by Agribank's failu re to inform themt hat it would no longer pay the premiums because , even if Agribank had so informed the Vaccaros, th e Vacc aros still could not have paid the premiums

. Agribank acknowledges that Billingsley testif ied that she could and would have paid the premiums had sh e known that Agri bank was not paying the premiums. See Appellant' s Br. at 42; see also Trial Tr. at 378 (testimony o f Annette Bi llingsley that she was prepared to pay $56,000 in annual premiums indefinitely). Because Billingsle y had never paid any premiums in the past, however , Agribank essentially argues that this testimony shoul d not be credited.

While we agree that it is convenient for Billingsley , aft er the fact, to declare that she would have bee n will ing to pay $56,000 in annual premiums indefinitely , it is uniquely the province of the trial court to weig h the cre dibility of a witness's testimony. See Unite d St ates v. Heath , 58 F.3d 1271, 1275 (8th Cir.) (" A dist rict court's determination as to the credibility o f-21-

a wi tness is virtually unreviewable on appeal."), cert

. denied , 116 S. Ct. 240 (1995). Further, in light o f Andrew Vac caro, Sr.'s failing health, the total value of th e life insurance policies, and the large amount o f money that the Vaccaros had already paid for th e in surance, we do not believe that the district cour t clearly erred in finding that the Vaccaros could, an d woul d, have paid the insurance premiums had they know n that Agribank was not paying the premiums.-22-

The closest issue is whether Agribank acted "so that the party asserting the estoppel had a right to believe" that Agribank intended to pay the premiums. Wallace , 941 S.W.2d at 433. Based on the conversations be tween Jordan and Felton, internal Agribank memoranda, and the lette r frominsurance agent Devereux to Executive Life, w e conclude that it did.
Begin ning in 1990, the Vaccaros communicated t o Agribank the importance of maintaining the li fe insurance polic ies and their desire for Agribank to take ove r paying the premiums. Agribank repeatedly acknowledge d its understanding of the policies' importance t o Ag ribank's loan, and indicated that Agribank woul d continue p remium payments if the Vaccaros were unable to do s o. Agribank never contradicted the specifi c expectation, documented by insurance agent De vereux, that Agribank w ould make at least the January 1992 payment to Executive Life.
Agriban k did, in fact, pay the October 1991 premiu m payment. In the final meeting between Jordanand Felton, Jord an specifically told Felton that he assumed tha t Agribank would pay the upcoming premiums. The totalit y of these ongoing discussions and reassurances, couple d wit hthe payment of a premium and no statement tha t Agribank would discontinue payments, would, we believe , have led virtually anyone to reasonably believe tha t Agribank would continue paying the premiums. Agribank raises a ho st of arguments why the Vaccaros should not have relied on these communication s. Agribank sugg ests that the Agribank internal memoranda were no t relevant to a finding of estoppel because the memorand a-23-

were not a ccessed by the Vaccaros until after the policy laps ed. This argument ignores that the memorand a documented conversations between Jordan and t he Vaccaros, and were therefore relevant to indicate the content an d tone of the communications between Agribank and th e Vaccaros. Agribank further notes that Jordanwas not the ulti mate decision maker at Agribank, and argues tha t th erefore the Vaccaros should not have relied on hi s "ass umptions." This disregards that Jordan was th e individual with whom the Vaccaros-24-

alway s communicated; while he may not have been th e ultimate decision maker, he was the individua l who always told the Vaccaros of Agribank's ultimate decisions.
Agriban k raises two points which makes this a clos e ques tion, however. First, Agribank notes that th e Vaccaros rejected an explicit offer by Agriba nk to assume legal responsibility for the premiums. In re jecting this offer, Agr ibank contends, the Vaccaros cannot reasonably expec t to still receive the benefits of the bargai n without any of the liabilities.

The Vaccaros do not claim, however, that Agribank ha d
a legal obligation to pay the premiums. Immediatel y aft er rejecting Agribank's offer, the Vaccaros wer e reas sured by Jordan that Agribank would continue payin g the premiums, although it was not legally required to do so. By making this assurance and clarificati on, Agribank effe ctivelyinformed the Vaccaros that, although no t contractually required to make payments, Agribank woul d cont inue to pay the insurance premiums. Accordingly , this argument fails.
Finally, Agribank argues that the Vaccaros could, an d reasonablyshould, have independently learned that th e premi ums were not being paid. For almost a year and a half Andrew, Jr. and Joseph received premium notices from Executive Life--notices which they discarded. Andrew , Jr. and Joseph never contacted either the insuranc e comp anies nor Agribank to ensure that everything wa s proceedingaccording to their expectations. Because the Vacca ros did not check on the status of the premiums , Agribank contends, the Vaccaros had no right to believ e-25-

that Agribank was continuing payments.

It remains, however, that the Vaccaros never receive d
ac tual notice that the premiums were not being paid

. While a close question, we believe that it wa s reasonable for the Vaccaros to presume that the premium notices were info rmational only, and that Agribank was in fac t maintaining the policies.-26-

In sum, we conclude that it was simply inexcusabl e for Agribank to do all that it did to assure the Vaccaros that Agribank would continue to make premium payments , and then to decide--without a single phone ca ll or letter to the Vac caros--that Agribank was not going to make the premium pa yments. Had Agribank notified the Vaccaros of its intent to discontinue the payments, the Vaccaro s could have paid the premiums themselves. Acc ordingly, we affirm the district court's judgment on estoppel.

III.

Bill ingsleyand Hiegelassigned their rights in both th e Exec utive Life and American Life polices to Agribank

. See Mem. Op. & Order at 4, reprinted in J.A. at Tab 35 , 238. In so doing, Billingsley and Hiegelexpressly surrendered all rights to the policies. See J.A. at Tabs 56 and 5 7 (assignments of rights to life insurance policie s proc eeds as collateral). Agribank contends that thi s
surr ender constituted a waiver under Arkansas law, an d that Billingsley and Hiegel ca nnot claim estoppel to recover any part of the American Life policy proceeds.
The Arkansas Supreme Court has explained that:
Waiver is the voluntary abando nment or surrender bya capable person of a right known by him t o exist, with the intent that he shall forever be depriv ed of its benefits. It may occur whe n one, with full knowledge of ma terial facts, does some thing which is inconsistent with the righ t or his intention to rely on that right.

Lester v. Mount Vernon-Enola Sch. Dist. , 917 S.W.2d 540,-27-

542 (Ark. 1996) (quotations omitted). Under Arkansa s law, waiver is usually a question of fact. S ee Bright v. Gass , 831 S.W.2d 149, 153 (Ark. App. 1992).-28-

Agribank's argument for waiver is meritless. I n thei r assignment of their rights to the life insuranc e policies benefits, Billingsley and Hiegel pledge d $1,0 00,000 of total benefits to secure approximatel y $72 0,000 of debt. The assignment of benefits wa s explicitly considered collateral. Indeed, in th e documents that executed the assignments, Agribank agreed that "a ny balance of sums received hereunder from th e Insu rer remaining after payment of the then existin g Liabilities, matured or unmatured, shall be paid by th e Assignee t o the persons entitled thereto under the terms of the Policy had this assignment not been executed. " J.A. at Tab 56, ¶ E, § 1 and Tab 57, ¶ E, § 1.

Clearl y, Billingsley and Hiegeldid not intend to "foreve r be d eprived of" the life insurance policies benefits

. Lester , 917 S.W.2d at 542 (quotations omitted ). Rather, theyanticipated receiving over a quarter of a millio n dollars when the benefits of the policies were realize d and the debts to Agribank were satisfied. In light o f this antic ipation, which was supported by the assignment docu ments, Billingsley and Hiegel did not waive thei r rights to the life insurance policies proceeds.

IV.

For the foregoing reasons, we affirm the distric t
cour t's holdings that Billingsley and Hiegel did no t waive their rights to the American Life policy proceed s and that Agribank should be estopped from disclaimin g that $464,447.62 from the lapsed policy did not go t o satisfy Andrew, Jr.'s and Joseph's debts.-29-

A true copy.

Attest:

CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT

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