Robert D. Booth and Janice Booth, et al. - Page 17

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               2.  DWB's                                                              
               A Covered Employee generally received a DWB upon termination           
          of his or her employment for a reason other than "cause".  The              
          amount of the DWB, which was set forth by the employer in the               
          Adoption Agreement, was based on a percentage of the Covered                
          Employee's compensation in the calendar year immediately                    
          preceding termination as well as his or her years of service at             
          the time of termination.  In no case could a DWB exceed two times           
          compensation during the immediately preceding calendar year, and            
          a DWB could not be greater than the amount shown in the vesting             
          schedule set forth by the employer in the Adoption Agreement.  If           
          an employee had severed his or her employment when the employer             
          made the initial contribution, the employee's DWB generally                 
          equaled the amount shown as his or her "Vested Severance Benefit"           
          in that year's annual report.                                               
               Prime had the sole discretion to pay the DWB in a lump sum             
          or to pay the DWB in monthly installments not to exceed 24 months           
          after the Covered Employee's termination date.  The payment of              
          DWB's was secured by the insurance company that issued insurance            
          policies on the life of each Covered Employee.                              
               A Covered Employee's DWB generally was forfeited to the                
          Suspense Account if he or she:  (1) Was discharged for "cause",             
          (2) terminated employment after attaining a stated age, or                  
          (3) died while employed.  Under the August 31, 1988, Agreement,             
          employment meant "working as an employee, partner or proprietor             




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