Robert D. Booth and Janice Booth, et al. - Page 48

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          contribution funded the full accrual of DWB's for Systems' three            
          employees ($264,000), as well as their death benefits ($36,000).            
          When Mr. Johnson made that contribution, he believed the money              
          could not be lost to an employee of another Employee Group.                 
          Systems' three employees became Systems' Covered Employees in               
          1990.                                                                       
               On March 12, 1991, Mr. Johnson, on behalf of Systems,                  
          amended the 1990 Adoption Agreement effective as of December 31,            
          1990, to change the DWB accrual percentage to 176 percent and the           
          years of service multiple to one.  No change was made to the                
          vesting schedule.                                                           
               In all, Systems submitted the following Adoption Agreements            
          relating to its participation in the Prime Plan:                            
            Date Effective                       12/20/90         12/20/90        12/20/90      12/20/90
            Dismissal wage benefit  percentage        176              176             176           200
            Years of service                            1                1               1             5
            Vesting schedule                     Immediate        Immediate       Immediate         4/40
            Normal retirement age not listed           65               65       Not listed           65
            Death benefit multiple                 16.275           16.275           16.275       15.695
            Date executed                        Not               Not            Not           12/20/90
       executed          executed       dated                                         
          On December 2, 1991, IFTI sent Systems copies of substitute pages           
          1 and 5 for its Adoption Agreement.  These pages changed the                
          employer yearend to September 30, the Normal Retirement Date to             
          65, and the death benefit multiple to 16.275.                               
               D.  Administration of Systems' Account in the Prime Plan               
               The 1989 annual report on Systems' account in the Prime Plan           
          pertained only to Systems' Employee Group, and it did not provide           
          any information regarding the Trust as a whole.                             






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