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          of employers' contributions to the Prime Plan.  Mr. Weiss had               
          authorized the payment of these amounts.                                    
          III.  Prime's Duties in Operation of the Prime Plan                         
               Prime implemented the provisions of each employer's account            
          in the Prime Plan, issued annual reports and generated tax                  
          filings on each account, and dealt with insurance providers.                
          Prime's responsibilities also included tracking money by Employee           
          Group, reviewing advertisements and sales materials, assisting              
          with tax audits, responding to legal issues, and assisting in               
          interpreting the Trust's provisions.                                        
               Prime computed each Covered Employee's vested DWB by                   
          multiplying:  (1) That employee's compensation listed on his or             
          her Form W-2 (Wage and Tax Statement) for the year before the               
          year the employer made the contribution, by (2) the accrual                 
          percentage, by (3) the years of service (or the maximum accrual             
          years, if applicable), by (4) the employee's vesting percentage             
          as determined in accordance with the vesting schedule selected by           
          the employer in the Adoption Agreement.  The accrual percentage             
          was a "plug" in that the percentage was based on how much money             
          the employer believed it could afford to spend for a certain                
          benefit.                                                                    
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