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 19

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          beneficiary of a covered employee is equal to the amount elected            
          by the employer plus the amount elected by the employee.  Section           
          5.2(f) states that the STEP plan may name the beneficiary, or the           
          insured may name a beneficiary as long as the employer reimburses           
          the STEP plan.  Section 5.2(g) states that if the employer does             
          not pay amounts due on the policy for the death benefit, STEP may           
          declare the policy lapsed or surrender the policy, or the                   
          beneficiary will be changed to STEP.  Section 5.2(h) states that            
          if the employer fails to make required payments, the insured may            
          buy the policy from STEP for the policy value.                              
               Section 10.4(a) states that an employer can withdraw from              
          the STEP plan at any time and that the employees will have frozen           
          benefits equal to the amounts they would have been eligible for             
          on the dates of withdrawal.  Section 10.5 states that if an                 
          employer fails to make a required contribution, it will be                  
          treated as if it withdrew on that date, and it will be treated              
          the same as in the case of a withdrawal under section 10.4.                 
               Section 11.1 and 11.3 allows the plan sponsor to “amend,               
          modify or delete, in whole or in part, any provision of the Plan,           
          provided the duties and responsibilities of the Trustee shall not           
          be altered without its written consent” and states that “no                 
          amendment or reorganization may be made to this Plan which shall            
          change or alter the fundamental purpose of the Plan expressed in            
          the preface hereto”.  Section 11.2 allows the plan sponsor to               

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Last modified: March 27, 2008