Robert D. Booth and Janice Booth, et al. - Page 16

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          participating employer had its own "Employee Group" that                    
          consisted of its employees (the Covered Employees) who met the              
          minimum age and service requirements set forth by the employer in           
          the Adoption Agreement.                                                     
               The Trust Agreement designated each participating employer             
          as a "Plan Administrator".  Generally, each Plan Administrator              
          exercised all discretionary and other authority to control and              
          manage the operation and administration of the Prime Plan.  Under           
          the Trust Agreement, each Plan Administrator delegated to Prime             
          most of its duties and responsibilities with respect to the Prime           
          Plan, including:  (1) Applying rules determining eligibility,               
          (2) calculating service and compensation credits, (3) preparing             
          employee communication material, benefit reports, and reports               
          required by governmental agencies, (4) calculating benefits,                
          (5) advising employees on their rights and options, (6) applying            
          contributions, (7) processing claims, (8) recommending decisions            
          on the Trust's administration and the maintenance of accounts,              
          and (9) maintaining an account for each Covered Employee.9  Prime           
          received a fee for performing these services.                               





               9 The Trust Agreement generally required the maintenance of            
          separate accounts for each Covered Employee to assure each                  
          participating employer that any contributions that it made to the           
          Prime Plan were segregated and considered assets of its Employee            
          Group.                                                                      




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