Robert D. Booth and Janice Booth, et al. - Page 12

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               The Prime Plan was overseen by an administrator.  Improved             
          Funding Techniques, Inc. (IFTI), was the Prime Plan's first                 
          administrator.  On October 24, 1990, Financial's board of                   
          directors approved a letter of intent with IFTI under which IFTI            
          would assume all plan administration together with related                  
          overhead and expenses in return for existing and projected                  
          administration fees.  Prime entered into an administrative                  
          services agreement with IFTI in July 1991.  In consideration for            
          providing administrative services to the Prime Plan, IFTI billed            
          participating employers directly in accordance with the following           
          fee schedule:                                                               
               New plan installation:             $250                                
               Annual service costs                                                   
                    First 5 participants:         1050                                
                    6 to 10 participants:         1450                                
                    11 & over:                    1650 + $20 per                      
                                                      participant                    
                    Trustee's transaction fees:   15 per transaction                  
               Individual benefit certification:                                      
                    Vested participants:          50                                  
                    Non-vested participants:      35                                  
               Plan amendments:                   250                                 
               Plan terminations:                 650 + $75 per                       
                                                       participant                    
               Revised plan valuations:           750                                 
               Special projects & consulting:     150 per hour junior                 
                                                  250 per hour senior                 
          Under the Agreement with IFTI, Prime received a percentage of               
          profits equal to 10 percent of IFTI's fees for administration of            
          each plan where the annual fees (net of actuarial costs) exceeded           
          $1,000 per plan and 20 percent of the fees for administration of            







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