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 45




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          2005, Dr. Durante received life insurance coverage of $1,804,135            
          to $1,864,269 through the Dr. Durante policy.                               
          XIII.  Acquisition of STEP                                                  
               STEP was acquired from Teplitzky & Co. in February 2002 by             
          STEP Acquisition Group, Inc.  Afterwards, SPSI offered                      
          participants three options.  Option A was “To continue                      
          participation in the STEP Plan & Trust as the Plan is now and as            
          it is amended from time to time.”  Option B was “To terminate our           
          participation in the STEP Plan & Trust and to have 80% of the               
          potential severance benefit paid out to each of our employees               
          over a 24 month period.”  Option C was “To terminate our                    
          participation in the STEP Plan and rollover 90% of the potential            
          severance benefit to purchase new insurance policies to provide             
          death benefit protection in the BENISTAR 419 Plan and Trust.”               
          The STEP plan does not provide for any of these options.  On June           
          28, 2002, Dr. DeAngelis signed a STEP “Option Selection Form”               
          stating that VRD/RTD had decided “To continue participation in              
          the STEP Plan & Trust as the Plan is now and as it is amended               
          from time to time.”                                                         
          XIV.  Recordkeeping for the STEP Plan                                       
               STEP maintained its records of employer contributions;                 
          insurance policy premiums; potential severance benefits; policy             
          values; termination, surrender, or withdrawal dates; forfeitures;           
          severance payments; “frozen” potential severance benefits; and              







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