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 28




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          Dr. DeAngelis canceled other life insurance that he personally              
          owned so that insurance on the lives of him and his wife could be           
          purchased through the STEP plan with pretax dollars.                        
               The initial owner of each of the six policies was U.S.                 
          Trust, as trustee of the STEP plan.  When U.S. Trust was replaced           
          as trustee, the successor trustee was listed as owner.  As                  
          further discussed below, in 2001 STEP transferred to the Domingos           
          ownership of the two policies written on the lives of one or both           
          of them; in 2002, STEP transferred to Dr. DeAngelis ownership of            
          the policy written on his life; and in 2003, STEP transferred               
          ownership of each of the remaining policies to the insured or               
          insureds named on the policy.                                               
               The insured doctors designated the beneficiaries for their             
          policies, and Ms. Quinn designated the beneficiaries for her                
          policy; the STEP plan trustee was never listed as a beneficiary             
          of any of the policies.  The beneficiaries of the subject                   
          policies were:                                                              
          Insured                  Beneficiary                                        
          Dr. DeAngelis        DeAngelis Family Limited Partnership1                  
          Both DeAngelises     DeAngelis Family Irrevocable Life Insurance Trust      
          Dr. Domingo          Domingo Family Irrevocable Life Insurance Trust        
          Both Domingos        Domingo Family Irrevocable Life Insurance Trust        
          Dr. Durante          Kathleen Durante                                       
          Ms. Quinn            Mother, 2 sisters, and 3 brothers                      
                    1 The original beneficiary was Dr. DeAngelis’s wife.              
          On or about Sept. 6, 2002, MetLife changed the beneficiary                  
          to the DeAngelis Family Limited Partnership pursuant to                     
          the request of Dr. DeAngelis.                                               
          Mr. Rapp recommended that the beneficiary of each of the survivor           
          whole life policies be listed as an insurance trust in order to             





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