Robert D. Booth and Janice Booth, et al. - Page 15

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               Interest:      7% per annum, compounded annually                       
               Salary scale: Average annual salary increases of 7%                    
               Mortality:                                                             
               Pre-severance forfeiture age:      None                                
               Post-severance forfeiture age:     Assumed rates of                    
                                                  mortality are based on              
                                                  the Society of Actuaries            
                                                  1951 Group Annuity                  
                                                  Mortality Table                     
               Terminations: Each employee was assumed to terminate before            
                              reaching the forfeiture age                             
               The Trust used each employer's contributions to purchase               
          insurance products to fund the DWB's and death benefits promised            
          under the Prime Plan.  The employer designated in its Adoption              
          Agreement the insurance company from which the insurance products           
          for its employees were to be purchased, as well as the type and             
          amount of these products.  The employer could designate in its              
          Adoption Agreement vesting periods and percentages, which                   
          determined the amount of DWB's that would be paid to its                    
          employees.  The employer could designate in its Adoption                    
          Agreement its employees' "Year of Participation" and "Year of               
          Service", as those terms were defined in the Trust Agreement.               
               B.  The August 31, 1988, Trust Agreement                               
               1.  Overview                                                           
               Prime and Northern Trust entered into the August 31, 1988,             
          Trust Agreement, "establish[ing] a Multiple Employer Welfare                
          Benefit Fund and Trust for the exclusive benefit of the                     
          participating Employers, their Employees, and in the case of life           
          benefits, their Beneficiaries".  Under this agreement, each                 





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