• Prime is responsible for funding $1,000 after the Prime Contract Year.
  
• If you have a Success Lease Agreement, Success Leasing, Inc. is responsible for funding an additional $500 after the Prime Contract Year.
  
• The Program is intended to be income tax-free and to compound tax-free until payment is made.
  

• Invista Capital Mgmt. Large Cap Stock Index
  
• Morgan Stanley Asset Mgmt. Asset Allocation
  
• 8% interest per annum compounded annually

• Death
• Disability
• Attainment of Age 65

• Lump Sum
• Annual Equal Installments (maximum of 25 yrs)

• No loan provisions
  
• No rollover provisions
  
• Program is limited to contractual promises to pay benefits
  
• Assets are owned by the Companies
  

*I entered into a Service Agreement and began driving for Prime in July 2002. When will I be eligible for the Program?
You will be eligible for enrollment in July 2003. Owner Operators must complete one full year of service at Prime in order to be eligible and there must be no Break In Service. Upon entry operators will receive FULL credit for the Contract Year completed while awaiting eligibility.

*I entered into my service agreement and began driving for Prime on March 1, 1999 and have driven continuously since then, so I am eligible now. How many Contract Years credit do I have at March 1, 2002?
One year of credit is given at the Owner Operator's service agreement anniversary date, if the full Contract Year has been completed without a Break In Service. If you began March 1, 1999 then as of March 1, 2002 you would have 3 years credit. In March 2003 you could complete your 4th year and have 4 years of credit at that point.

*What if I leave Prime for a few months and then come back? Do I lose my vesting credit?
An Owner Operator is considered to have a Break in Service if contract performance is interrupted for 60 days or more. At that point an Owner Operator is considered terminated for purposes of this Program. The Program's eligibility and vesting process then begins again.

*I am 45 years old and have been with Prime for 10 years, so I am already vested. If I leave Prime, can I get my money now?
No. Benefits from the Program can only be distributed to you if you are both:
1) Age 65
-and-
2) 100% Vested
Further, 100% vesting cannot be achieved under the Program before August 1, 2005.

*I was a ROCOR driver and I haven't signed a Prime service agreement. Do I receive any years of service credit?
No one is eligible to participate or receive credit in the plan until they have signed a Prime service agreement.

*I was a company driver for a year or so before I got my own truck. Do I get credit for those years of service?
Those years of service as a company driver do not count towards this Program.

*What if I die?
If you have completed 10 continuous Contract Years with Prime you would be 100% vested. If you die 100% vested, your benefit amount would be paid to your beneficiary. If at the time of death you are not 100% vested, no benefit is paid at death.

*If I become disabled what happens to my benefits?
If you have completed 10 continuous Contract Years with Prime you would be 100% vested. If you become disabled and are 100% vested, your benefit amount would be payable for you. If at the time of disability you are not 100% vested, no benefit is paid at disability. To be disabled you must meet the Program's medically determinable long term disability definition. Note also that if you are disabled a Break In Service might occur if you are unable to return in time; in that case eligibility and prior credit toward vesting might be lost.

*I have been an Owner Operator with Prime for 3 years and 8 months during which time I leased my truck from Success Leasing. Then I bought my own truck and have continued to drive for Prime as an Owner Operator for the last 6 months, a total of 4 years and 2 months under the Program. How much dollar credit will I receive under these facts?
Credits are only given in full Contract Year increments. You have completed four (4) full Contract Years with Prime as an Owner Operator under the Program without a Break in Service. You have also completed three (3) full Success Leasing Contract Years under the Program. This example is illustrated as follows:

Actual Service

Program Calculations

Owner Operator w/Success Lease	3 yrs 8 mo	3 Success Lease Contract Years @$500 each
Owner Operator with Prime	4 yrs 2 mo	4 New Prime Contract Years @$1000 each

1st year as Owner Operator w/Success Lease         ($1,000 + $500)        $1500 2nd year as Owner Operator w/Success Lease        ($1,000 + $500)        $1500 3rd year as Owner Operator w/Success Lease         ($1,000 + $500)        $1500 4th year as Owner Operator w/Success Lease for only part of the year      $1000

Total over the period:      $5500