Robert D. Booth and Janice Booth, et al. - Page 26

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          from the Trust, as was the case with all taxes levied or assessed           
          against the Trust.  The trustee and insurer withheld any taxes              
          that were required to be withheld from any payment to a Covered             
          Employee and/or beneficiary.                                                
               C.  The December 31, 1988, Trust Agreement                             
               Prime amended the Trust Agreement on or about December 31,             
          1988.  In relevant part, the following amendments were made.                
               First, Prime deleted the requirement that forfeited DWB's              
          and forfeited proceeds from the sale or surrender of life                   
          insurance policies be segregated into the Suspense Account to be            
          used to provide benefits to the corresponding employer's Covered            
          Employees.  Prime replaced this requirement with a provision                
          stating that these forfeitures would be experience gains subject            
          to the existing provisions, except as otherwise modified by the             
          amendments.  One of these amendments required experience gains to           
          be allocated annually to the Suspense Account and allowed Prime             
          to direct the trustee to invest these amounts in tax exempt                 
          securities or leave the amounts in each applicable Employee Group           
          subject to a lien.                                                          
               Second, Prime was given the power to use the Suspense                  
          Account assets in any manner consistent with a purpose or                   
          objective of the Prime Plan, including supplementing the payment            
          of DWB's to an Employee Group with insufficient assets to pay               
          projected benefits due to experience losses suffered by that                
          Employee Group.  Another new provision provided that neither                




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