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          deceased employee's vested death benefit, and the carrier paid              
          the Trust the cash surrender value associated with the policy.              
          Under the universal life policies acquired by the Trust, the                
          Trust could obtain a policy's cash surrender value before the               
          insured died by surrendering the policy.  The amount received was           
          usually reduced by a surrender charge during the first several              
          years of the policy.                                                        
               A death benefit was not payable if a Covered Employee died             
          on or after the date he or she terminated employment or was                 
          discharged for cause.  In the case of an owner/employee, a death            
          benefit was not payable when he or she terminated his or her                
          employment.  A death benefit also was not payable when the                  
          owner/employee continued to work but reached the date that was              
          the later of age 70-1/2 or the 10th anniversary of his or her               
          participation in the plan.                                                  
               Upon termination of employment, a Covered Employee could,              
          with Prime's approval, elect to convert to individual coverage or           
          purchase his or her life insurance policy for its cash surrender            
          value.  Absent such an election, the policy was surrendered or              
          transferred to the life of another Covered Employee.  The                   
          forfeited proceeds from the sale or surrender of life insurance             
          were segregated into the Suspense Account and used to increase              
          the employer's Covered Employee's DWB's or death benefits, to               
          provide new welfare benefits, to provide benefits for replacement           
          employees, or to distribute to the Covered Employees if and when            
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