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          the Trust's tax liability were distributed pro rata using the               
          aggregate compensation received by each Covered Employee over the           
          period not to exceed 5 years that was listed by the employer in             
          the Adoption Agreement.                                                     
               For an owner/employee who anticipated employment beyond the            
          Forfeiture Age, the Trust Agreement did not prohibit that owner             
          from withdrawing his or her company from the Prime Plan and                 
          receiving a withdrawal distribution.  For an owner-employee who             
          anticipated retiring, the Trust Agreement did not prohibit that             
          owner from withdrawing his or her company from the Prime Plan and           
          receiving a withdrawal distribution.  Prime's actuaries assumed             
          that no employee would forfeit benefits upon retirement, and no             
          employee ever forfeited a DWB because he or she retired or stayed           
          employed beyond the Forfeiture Age.  Prime's actuaries assumed              
          that no payments would come from the Suspense Account to                    
          supplement the payment of benefits from the Trust.                          
               7.  Amendment and Termination of the Prime Plan                        
               Prime retained the right to amend, modify, or delete any               
          provision of the Trust Agreement.  Prime retained the right to              
          terminate the Prime Plan in certain circumstances, one of which             
          was if the plan failed to satisfy section 419A(f)(6).                       
               8.  The Trustee                                                        
               The trustee was compensated under the terms of a written               
          agreement that it entered into with Prime.  All reasonable costs            
          incurred by the trustee in performance of its duties were paid              
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