Robert D. Booth and Janice Booth, et al. - Page 22

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          the employer withdrew from the Prime Plan.  If an employee                  
          severed employment without a vested DWB, the cash surrender value           
          of his or her life insurance policy, if surrendered, was added to           
          another policy in the Employee Group.                                       
               4.  Obligations and Liabilities                                        
               An employer that participated in the Prime Plan was required           
          to make an actuarially determined contribution in any year in               
          which one of its employees became eligible for a DWB or the                 
          employer elected to increase the amount payable to its Covered              
          Employees under the Adoption Agreement.  An employer had no                 
          obligation to make additional contributions to provide for the              
          payment of DWB's if there were insufficient assets in the Trust             
          allocable to its Employee Group.  An employee's right to a DWB              
          extended only to his or her allocable share of Employee Group               
          assets.  If there were insufficient assets allocable to an                  
          Employee Group to pay a Covered Employee's DWB, procedures were             
          set forth to pay a smaller benefit commensurate with the                    
          available assets.                                                           
               The employer relinquished all rights to the contributions              
          made to the Trust, and no amounts could revert to the employer or           
          be used for purposes other than the benefit of the Covered                  
          Employees or for the payment of taxes and expenses of the Trust's           
          administration.  Neither the employer, Plan Administrator, Prime,           
          or the trustee had any liability to pay any benefits provided               
          under the Plan beyond the assets in the Trust allocable to the              




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