Common use of Special Health Care Benefit Clause in Contracts

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon the occurrence of a Special Benefits Termination Event, the Executive shall be entitled to participate in the Company Health Care Plan during the Health Care Coverage Period. The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants under the Company Health Care Plan shall exceed the Maximum Premium Charge, the amount of the premium charged for coverage of the Executive and his dependants; under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is unable for whatever reason to provide the Executive with coverage under the Company Health Care Plan, the Company, consistent with sound business practices, shall use its best efforts to provide the Executive with an Individual Health Care Policy during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive pursuant to this ARTICLE 10 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 with any applicable federal or state government programs (e.p., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon Upon the occurrence of a Special Benefits Termination Severance Event, the Executive shall be entitled to the following special health care benefits: (i) The Executive shall be entitled to participate (treating the Executive as an "active employee" of the Company for this purpose) in the Company Health Care Plan during the Health Care Coverage PeriodSeverance Period (the "Continuation Coverage"). The Company, consistent with sound business practices, Company shall use its best efforts to provide the Executive with coverage for the Executive and his dependants dependents with the Continuation Coverage under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law)Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If During the amount of the premium charged for coverage of Severance Period, the Executive and his dependants shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan shall exceed Plan. During the Maximum Premium Chargefirst eighteen (18) months of the Severance Period, the amount premium required for the Continuation Coverage shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the premium charged for coverage Code and Part 6 of Title I of the Executive and his dependants; under Employee Retirement Income Security Act of 1974, as amended ("COBRA") for such Continuation Coverage (the Company Health Care Plan in excess "COBRA Rate"). During the remainder of the Maximum Premium Charge Severance Period, the premium required for the Continuation Coverage shall be paid greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. In addition, . (ii) If at any time during the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event Severance Period the Company is unable for whatever reason to provide the Executive with coverage the Continuation Coverage under the Company Health Care Plan, the Company, consistent with sound business practices, Company shall use its best efforts to provide the Executive with coverage under an Individual Health Care Policy during providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Executive shall pay the entire premium charged for coverage of the Executive and his dependents under the Individual Health Care Policy. (iii) The Continuation Coverage provided to the Executive and his dependents pursuant to this subsection (d) is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which the Executive and his dependents would be entitled under COBRA (the "COBRA Period"), the Executive and/or his dependents may elect continuation coverage under COBRA ("COBRA Coverage") for the remainder of the COBRA Period. If The Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Individual Company Health Care Policy shall exceed Plan at the Maximum Premium ChargeCOBRA Rate. Notwithstanding the foregoing provisions of this subsection (d), in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the Continuation Coverage described in this subsection (d). In such event, the Executive and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Individual Company Health Care Policy in excess Plan at the COBRA Rate. (iv) During the Severance Period, the Company shall pay to the Executive a monthly special benefit as determined pursuant to the provisions of this subparagraph (iv) (the "Special Benefit"). The amount of the Maximum Premium Charge monthly Special Benefit shall be equal to that portion of the premium paid by the Executive for the Continuation Coverage that exceeds the amount required to be paid by an "active employee" for his share of the cost of family coverage. Such Special Benefit shall be paid by to the CompanyExecutive on the 20th day of each calendar month during the Severance Period, or within ten (10) business days thereafter. In addition, the Company shall pay all to the Executive an annual special bonus equal to the amount necessary to pay any federal income tax, state income tax, or any portion other tax imposed upon the Executive as a result of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent receipt of the Continuation Coverage and the Special Benefit payment provided for in this subsection (d). For purposes of determining the amount of the annual special bonus, the Executive shall be deemed to pay federal income taxes at the highest premium paid by marginal rate of federal income taxation for individuals in the Company calendar year in which the special bonus is paid. In addition, the Executive shall be deemed to pay state income taxes at a rate determined in accordance with the following formula: (1 - (highest marginal rate of federal income taxation for other retired executives under individuals)) X (highest marginal rate of income tax in the Company Health Care Plan or any individual plan or policystate in which the Executive is domiciled for individuals in the calendar year in which the special bonus is paid). The portion amount of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid special bonus shall be determined by the Company, if any, 's outside independent accountants. The determination of the accounting firm shall by paid by be final and binding on the Company and the Executive. The coverage to special bonus shall be provided paid to the Executive in a single lump sum payment on or prior to December 31 of each calendar year during which the Continuation Coverage is provided pursuant to this ARTICLE 10 subsection (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 with any applicable federal or state government programs (e.pd)., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement (including participation by the Executive and his spouse in the Company Plan (as defined herein) during the Term of this Agreement, upon the occurrence of a Special Benefits Termination Event), the Executive (or his spouse if the Executive predeceases his spouse before he attains the age of 65) shall be entitled to participate in entitled, for the period commencing on the effective Termination Date (whether by expiration of this Agreement or by termination of the Executive's employment by either the Company Health Care Plan during or the Health Care Executive for any reason) and ending on the earlier of (i) the date of death for the survivor of the Executive and his spouse or (ii) the Executive and his spouse attaining the age of 65 (the "Coverage Period"), to participate, at the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Plan as provided herein), in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees (the "Company Plan"). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants under the Company Health Care Plan shall exceed the Maximum Premium Charge, the amount of the premium charged for coverage of the Executive and his dependants; under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is unable for whatever reason to provide the Executive and his spouse with coverage under the Company Health Care Plan, the Company, consistent with sound business practicesat the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Plan as provided herein), shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the "Individual Health Care Policy Policy") during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive and his spouse pursuant to this ARTICLE 10 6 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 6 with any applicable federal or state government programs (e.peg., Medicare or Medicare or Medicaid) when the Executive (or his spouse) is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive (or his spouse) under such government programs shall be paid by the ExecutiveExecutive (or his spouse).

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon the occurrence Executive shall be entitled to the special health care benefits described in this Section 6.2. (i) Executive shall be entitled to participate (treating the Executive as an “active employee” of a Special Benefits Termination Eventthe Company for this purpose) in the Company’s Medical Plan for Salaried Employees, as the same may be amended from time to time (the ‘Company Medical Plan’) during the period commencing on September 1, 2007 and ending on the last day of the calendar month in which the Executive attains age 65 (i.e., April 30, 2015). In addition, during the period commencing on September 1, 2007 and ending on the last day of the calendar month in which the Executive’s spouse attains age 65 (i.e., March 31, 2014), the Executive Executive’s spouse shall be entitled to participate in the Company Health Care Medical Plan. The coverage required to be provided to the Executive and his spouse pursuant to this Section 6.2 shall be referred to herein as the ‘Continuation Coverage’ and the period during which the Continuation Coverage is provided shall be referred to herein as the ‘Medical Plan during the Health Care Coverage Period. .’ The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse with the Continuation Coverage under the Company Health Care Medical Plan during the Health Care Medical Plan Coverage Period (and any period thereafter to the extent required by applicable state and federal law)Period, including, if necessary, amending the applicable provisions of the Company Health Care Medical Plan and negotiating the addition of any necessary riders to any group health insurance contract. If During the amount of the premium charged for coverage of Medical Plan Coverage Period, the Executive and his dependants shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan Medical Plan. The premium required for the Continuation Coverage shall exceed be equal to the Maximum Premium Charge, premium required by the amount continuation of coverage requirements of Section 4980B of the premium charged for coverage Code and Part 6 of Title I of the Executive and his dependants; under Employee Retirement Income Security Act of 1974, as amended (‘COBRA’) for such Continuation Coverage (the Company Health Care Plan in excess ‘COBRA Rate’). Notwithstanding the foregoing, for any period of Continuation Coverage after the Maximum Premium Charge shall be paid by the Company. In additionCOBRA Period (as defined below), the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid as determined by the Company, if any, the premium required for the Continuation Coverage in such period shall be paid the greater of the COBRA Rate or the actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Executive. In Company. (ii) If at any time during the event Medical Plan Coverage Period the Company is unable for whatever reason to provide the Executive and/or his spouse with coverage the Continuation Coverage under the Company Health Care Medical Plan, the Company, consistent with sound business practices, shall use its best efforts to provide secure for the Executive with and/or his spouse coverage under an individual policy of health insurance providing coverage for the Executive and/or his spouse which is substantially identical to the Continuation Coverage to be provided under the Company Medical Plan (the ‘Individual Health Care Policy during Medical Policy’). In such event, the Health Care Executive shall pay the entire premium charged for coverage of the Executive and/or his spouse under the Individual Medical Policy. (iii) On or prior to attainment of age 65, the Executive and his spouse shall each enroll in Medicare Parts A, B and D and each shall obtain a Medicare supplemental policy (the ‘Medicare Supplemental Policy’) to become effective no later than the end of the Medical Plan Coverage Period. If The Executive and his spouse shall at all times pay the premiums charged for Medicare Parts A, B and D coverage and shall pay the premiums charged for the Medicare Supplemental Policy. The Company shall reimburse the Executive and his spouse for the premiums paid by the Executive and his spouse for Medicare Part D and for the Medicare Supplemental Policy. Such reimbursement shall be made on a monthly basis within ten (10) business days after the Executive or his spouse submits a written request for reimbursement accompanied by sufficient evidence demonstrating that the premiums subject to reimbursement were incurred. (iv) But for the requirements of this Section 6.2, coverage for Executive and his spouse under the Company Medical Plan would end on August 31, 2007, and the Company and Executive agree that this will be considered the date of the COBRA qualifying event resulting from Executive’s retirement on the Termination Date (the ‘Qualifying Event’). The Continuation Coverage provided to the Executive and his spouse pursuant to paragraph (i) of this Section 6.2 is intended to satisfy the continuation of coverage requirements of COBRA as such requirements apply to Executive and his spouse on account of the Qualifying Event. Executive and his spouse shall complete such COBRA election materials as the Company may require in order to make the Continuation Coverage available. Notwithstanding any contrary provision of this Section 6.2, the respective periods of Continuation Coverage for Executive and his spouse shall not expire prior to the end of the applicable period of continuation coverage to which the Executive and/or his spouse would be entitled under COBRA (the ‘COBRA Period’). The Executive and/or his spouse shall be responsible for paying the full amount of the premium charged for such Continuation Coverage during the Individual Health Care Policy shall exceed COBRA Period in accordance with paragraph (i) of this Section 6.2. Notwithstanding the Maximum Premium Chargeforegoing provisions of this Section 6.2, in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Executive and/or his spouse shall be entitled to elect COBRA continuation coverage in lieu of the Continuation Coverage described in this Section 6.2. In such event, the Executive and/or his spouse shall be responsible for paying the full amount of the premium charged for such COBRA continuation coverage under the Individual Health Care Policy in excess of Company Medical Plan at the Maximum Premium Charge shall be paid by COBRA Rate. “(v) During the Company. In additionperiod commencing on September, 1 2007 and ending on April 30, 2015, the Company shall pay all or any portion to Executive a monthly special benefit as determined pursuant to the provisions of this paragraph (the ‘Special Benefit’). The amount of the Maximum Premium Charge with respect monthly Special Benefit shall be equal to the Individual Health Care Policy to the extent amount of the highest monthly premium actually paid by the Executive and/or his spouse for the Continuation Coverage for the Executive and his spouse required by this Section 6.2 less the amount of the monthly contribution or premium charged an active full-time salaried employee participating in the Company Medical Plan for other retired executives coverage of such active full-time salaried employee and his spouse. The Special Benefit shall be payable on the 20th day of each calendar month, or within ten (10) business days thereafter, commencing September 20, 2007. In the event the Executive shall die prior to March 31, 2014 and at the time of his death his spouse is still covered under the Company Health Care Medical Plan or any individual plan or policypursuant to this Section 6.2, the Special Benefit payment shall be made to his spouse; provided, however, in no event will a Special Benefit payment be made to the spouse after March 31, 2014. The portion In such event, the amount of the Maximum Premium Charge with respect monthly Special Benefit payable to the Individual Health Care Policy not Executive’s spouse shall be equal to the amount of the monthly premium actually paid by the Company, if any, spouse for the Continuation Coverage for the spouse required by this Section 6.2 less the amount of the monthly premium charged an active full-time salaried employee participating in the Company Medical Plan for employee-only coverage. Expenses eligible for reimbursement under this Section 6.2 in a calendar year shall by paid by the Executive. The coverage not affect any expenses eligible for reimbursement or in-kind benefits to be provided to the Executive pursuant to this ARTICLE 10 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependentsin any other calendar year. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive Executive’s rights under this ARTICLE 10 with Section 6.2 are not subject to liquidation or exchange for any applicable federal or state government programs (e.pother benefit., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement (including participation by the Executive and his spouse in the Company Plan (as defined herein) during the Term of this Agreement, upon the occurrence of a Special Benefits Termination Event), the Executive (or his spouse if the Executive predeceases his spouse before he attains the age of 65) shall be entitled to participate in entitled, for the period commencing on the effective Termination Date (whether by expiration of this Agreement or by termination of the Executive's employment by either the Company Health Care Plan during or the Health Care Executive for any reason) and ending on the earlier of (i) the date of death for the survivor of the Executive and his spouse or (ii) the Executive and his spouse attaining the age of 65 (the "Coverage Period"), to participate, at the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Plan as provided herein), in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees (the "Company Plan"). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants under the Company Health Care Plan shall exceed the Maximum Premium Charge, the amount of the premium charged for coverage of the Executive and his dependants; under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is unable for whatever reason to provide the Executive and his spouse with coverage under the Company Health Care Plan, the Company, consistent with sound business practicesat the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Plan as provided herein), shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the "Individual Health Care Policy Policy") during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive and his spouse pursuant to this ARTICLE 10 6 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 6 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or Medicaid) when the Executive (or his spouse) is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive (or his spouse) under such government programs shall be paid by the ExecutiveExecutive (or his spouse).

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon the occurrence expiration of a Special Benefits Termination Eventthe Term for any reason described in Section 3.6(a) or if the Executive remains employed from the Effective Date until March 31, 2007 (regardless of when the Executive terminates his employment thereafter), the Executive shall be entitled for the period commencing on the Termination Date and ending on the date of the Executive’s death (the “Coverage Period”) to participate in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company Health Care Plan during for the Health Care Coverage Periodbenefit of its active employees (the “Company Plan”). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants spouse under the Company Health Care Plan shall exceed the amount of the premium charged an active employee participating in the Company Plan with respect to coverage under the Company Plan for the active employee and his spouse (or, the active employee and his family, in the event the Company Plan does not offer employee and spouse only coverage) (the “Maximum Premium Charge”), the amount of the premium charged for coverage of the Executive and his dependants; spouse under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive’s years of service with the Company as of the Termination Date, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants spouse to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. If the amount of premium charged to active employees participating in the Company Plan with respect to coverage under the Company Plan for such active employees and their spouses (or families, as the case may be) varies for each active employee, the Maximum Premium Charge shall be the average of the premium charged to all active employees participating in the Company Plan with respect to coverage under the Company Plan for such active employees and their spouses (or families, as the case may be). In the event the Company is unable for whatever reason to provide the Executive with coverage under the Company Health Care Plan, the Company, consistent with sound business practices, shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the “Individual Health Care Policy Policy”) during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive’s years of service with the Company as of the Termination Date, the Company shall pay all or of any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives employees under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive pursuant to this ARTICLE 10 Section 6.2 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 Section 6.2 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement (including participation by the Executive and his spouse in the Company Plan (as defined herein) during the Term of this Agreement, upon the occurrence of a Special Benefits Termination Event), the Executive (or his spouse if the Executive predeceases his spouse before he attains the age of 65) shall be entitled to participate in entitled, for the period commencing on the effective Termination Date (whether by expiration of this Agreement or by termination of the Executive’s employment by either the Company Health Care Plan during or the Health Care Executive for any reason) and ending on the earlier of (i) the date of death for the survivor of the Executive and his spouse or (ii) the Executive and his spouse attaining the age of 65 (the “Coverage Period”), to participate, at the Executive’s expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company’s senior executives for purposes of coverage and benefits under the Company Plan as provided herein), in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company for the benefit of its active employees (the “Company Plan”). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants under the Company Health Care Plan shall exceed the Maximum Premium Charge, the amount of the premium charged for coverage of the Executive and his dependants; under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is unable for whatever reason to provide the Executive and his spouse with coverage under the Company Health Care Plan, the Company, consistent with sound business practicesat the Executive’s expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company’s senior executives for purposes of coverage and benefits under the Company Plan as provided herein), shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the “Individual Health Care Policy Policy”) during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive and his spouse pursuant to this ARTICLE 10 Article 6 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 Article 6 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or Medicaid) when the Executive (or his spouse) is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive (or his spouse) under such government programs shall be paid by the ExecutiveExecutive (or his spouse).

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement (including participation by the Executive and his spouse in the Company Plan (as defined herein) during the Term of this Agreement), upon if the occurrence Executive's employment is terminated by reason of a Special Benefits Termination Eventthe Executive's death, Total Disability, by the Company for any reason other than for Cause, by the Executive for Good Reason or by the Executive for any reason after completing ten years of employment with the Company or any Affiliate, the Executive (or his spouse if the Executive predeceases his spouse before he attains the age of 65) shall be entitled entitled, for the period commencing on the effective Termination Date and ending on the earlier of (a) the date of death for the survivor of the Executive and his spouse or (b) the Executive and his spouse attaining the age of 65 (the "Coverage Period"), to participate in participate, at the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Health Care Plan during as provided herein), in any group health plan or program (whether insured or self-insured , or any combination thereof) provided by the Health Care Coverage PeriodCompany for the benefit of its active employees (the "Company Plan"). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants under the Company Health Care Plan shall exceed the Maximum Premium Charge, the amount of the premium charged for coverage of the Executive and his dependants; under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is unable for whatever reason to provide the Executive and his spouse with coverage under the Company Health Care Plan, the Company, consistent with sound business practicesat the Executive's expense (which shall be no more than and limited to the then-current expense and rate normally payable by the Company's senior executives for purposes of coverage and benefits under the Company Plan as provided herein), shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the "Individual Health Care Policy Policy") during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive and his spouse pursuant to this ARTICLE 10 Section 6.1 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 Section 6.1 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or and Medicaid) when the Executive (or his spouse) is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive (or his spouse) under such government programs shall be paid by the ExecutiveExecutive (or his spouse).

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon the occurrence expiration of a Special Benefits Termination Eventthe Term for any reason that would entitle the Executive to receive the Severance Benefit (as defined in Section 12.3), the Executive shall be entitled for the period commencing on the Termination Date and ending on the earlier of (i) the date of the Executive's death or (ii) the expiration of the Severance Period (as defined in Section 12.3) (the "Coverage Period") to participate in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company Health Care Plan during for the Health Care Coverage Periodbenefit of its active employees (the "Company Plan"). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants spouse under the Company Health Care Plan shall exceed the amount of the premium charged an active employee participating in the Company Plan with respect to coverage under the Company Plan for the active employee and his spouse (or, the active employee and his family, in the event the Company Plan does not offer employee and spouse only coverage) (the "Maximum Premium Charge"), the amount of the premium charged for coverage of the Executive and his dependants; spouse under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive's years of service with the Company as of the Termination Date, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants spouse to the extent of the highest premium paid by the Company for other retired executives of active employees and their spouses (or families, as the Companycase may be). The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. In the event the Company is -7- -35- unable for whatever reason to provide the Executive with coverage under the Company Health Care Plan, the Company, consistent with sound business practices, shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the "Individual Health Care Policy Policy") during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive's years of service with the Company as of the Termination Date, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives active employees and their spouses (or families, as the case may be) under the Company Health Care Plan or any individual plan or policyPlan. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by paid by the Executive. The coverage to be provided to the Executive pursuant to this ARTICLE 10 6 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 6 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.

Special Health Care Benefit. In addition to the other benefits provided for in this Agreement, upon the occurrence expiration of a Special Benefits Termination Eventthe Term for any reason that would entitle the Executive to receive the Severance Benefit (as defined in Section 12.3), the Executive shall be entitled for the period commencing on the Termination Date and ending on the date of the Executive’s death (the “Coverage Period”) to participate in any group health plan or program (whether insured or self-insured, or any combination thereof) provided by the Company Health Care Plan during for the Health Care Coverage Periodbenefit of its active employees (the “Company Plan”). The Company, consistent with sound business practices, shall use its best efforts to provide the Executive with coverage for the Executive and his dependants spouse under the Company Health Care Plan during the Health Care Coverage Period (and any period thereafter to the extent required by applicable state and federal law), including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance contract. If the amount of the premium charged for coverage of the Executive and his dependants spouse under the Company Health Care Plan shall exceed the amount of the premium charged an active employee participating in the Company Plan with respect to coverage under the Company Plan for the active employee and his spouse (or, the active employee and his family, in the event the Company Plan does not offer employee and spouse only coverage) (the “Maximum Premium Charge”), the amount of the premium charged for coverage of the Executive and his dependants; spouse under the Company Health Care Plan in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive’s years of service with the Company as of the Termination Date, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the coverage of the Executive and his dependants spouse to the extent of the highest premium paid by the Company for other retired executives of the Company. The portion of the Maximum Premium Charge not paid by the Company, if any, shall be paid by the Executive. If the amount of the premium charged to active employees participating in the Company Plan with respect to coverage under the Company Plan for such active employees and their spouses (or families, as the case may be) varies for each active employee, the Maximum Premium Charge shall be the average of the premium charged to all active employees participating in the Company Plan with respect to coverage under the Company Plan for such active employees and their spouses (or families, as the case may be). In the event the Company is unable for whatever reason to provide the Executive with coverage under the Company Health Care Plan, the Company, consistent with sound business practices, shall use its best efforts to provide the Executive with an individual policy of health insurance providing coverage for the Executive and his spouse (the “Individual Health Care Policy Policy”) during the Health Care Coverage Period. If the amount of the premium charged for the Individual Health Care Policy shall exceed the Maximum Premium Charge, the amount of the premium charged for the Individual Health Care Policy in excess of the Maximum Premium Charge shall be paid by the Company. In addition, regardless of the Executive’s years of service with the Company as of the Termination Date, the Company shall pay all or any portion of the Maximum Premium Charge with respect to the Individual Health Care Policy to the extent of the highest premium paid by the Company for other retired executives under the Company Health Care Plan or any individual plan or policy. The portion of the Maximum Premium Charge with respect to the Individual Health Care Policy not paid by the Company, if any, shall by be paid by the Executive. The coverage to be provided to the Executive pursuant to this ARTICLE 10 Section 6.2 (whether under the Company Health Care Plan or the Individual Health Care Policy) shall consist of coverage which, as of the time the coverage is being provided, is identical (or, with respect to an Individual Health Care Policy, substantially identical) to the coverage provided under the Company Health Care Plan to active employees and their dependents. Notwithstanding the foregoing, the Company shall coordinate coverage for the Executive under this ARTICLE 10 Section 6.2 with any applicable federal or state government programs (e.p.e.g., Medicare or Medicare or Medicaid) when the Executive is eligible to begin receiving benefits under such program. Any premiums required to be paid for coverage of the Executive under such government programs shall be paid by the Executive.