Common use of Welfare Benefits Clause in Contracts

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date shall be eligible to participate in group hospitalization, medical, dental, life, disability and other welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverage.

Welfare Benefits. Each Continuing Beacon Federal Without limiting the generality of the above provisions, this Section 4.3 contains certain specific provisions regarding the provision of benefits under Welfare Benefit Plans, unemployment compensation benefits and workers compensation benefits. (a) Except as specifically provided in this Section 4.4, and subject to the General Partner’s reimbursement obligations under the Secondment Agreement: (i) Chesapeake Management shall be solely responsible for (A) claims of Transferred Employees who, immediately prior to the Transfer Date, were employed by it as Seconded Employees and their eligible beneficiaries and dependents for workers compensation, unemployment compensation and under Welfare Benefit Plans that are incurred before the Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” occurring on or before the Transfer Date with respect to any Transferred Employees who, immediately prior to the Transfer Date, were employed by it as Seconded Employees and their eligible beneficiaries and dependents; and (ii) the General Partner and its Subsidiaries shall be solely responsible for (A) claims of Transferred Employees and their eligible beneficiaries and dependents for workers compensation and unemployment compensation benefits and claims under Welfare Benefit Plans that are incurred on or after the Transfer Date, and (B) claims relating to COBRA Coverage attributable to “qualifying events” occurring after the Transfer Date with respect to Transferred Employees and their beneficiaries and dependents. A medical/dental claim shall be considered incurred on the date when the medical services are rendered or medical supplies are provided, and not when the condition arose or when the course of treatment began. An unemployment compensation or workers compensation claim shall be considered incurred before the Transfer Date if the occurrence leading up to the claim occurs before the Transfer Date. (b) Subject to applicable Law and the provisions of Section 2.1(a) and Articles III and IV of this Agreement, the General Partner shall use commercially reasonable efforts to provide that each Transferred Employee who remains is employed on in an eligible job classification shall be immediately eligible to participate, without any waiting time (other than any eligibility limitations or waiting time as was in effect under the corresponding Benefit Plan), in any and all Welfare Benefit Plans sponsored by the General Partner for the benefit of Transferred Employees (such plans, collectively, the “New Welfare Plans”) to the extent coverage under such New Welfare Plan replaces coverage under a similar Benefit Plan Determination Date shall be in which such Transferred Employee was previously eligible to participate in (such plans, collectively, the “Old Welfare Plans”). For purposes of each New Welfare Plan providing group hospitalization, medical, dental, lifepharmaceutical and/or vision benefits (each a “New Group Health Plan” and collectively, disability and other welfare benefit plans and programs available to similarly-situated employees of BHLBthe “New Group Health Plans”), the General Partner shall, subject to the terms applicable Law, use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements of such plans New Group Health Plan to be waived for Transferred Employees and programstheir eligible beneficiaries and dependents, to the extent such exclusions and subject to complying restrictions did not apply under the applicable Old Welfare Plan. In addition, if the Transfer Date is a date other than December 31 of any calendar year with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal Transferred Employees, the General Partner further agrees, subject to applicable Law, to use commercially reasonable efforts to have any deductible, co-payment and out-of-pocket requirements under the New Group Health Plans waived to the extent that BHLB determinessuch requirements have been satisfied for such year under the corresponding Old Welfare Plan and otherwise have credit given under the New Group Health Plans for amounts paid under the corresponding Old Welfare Plans that provide group medical, in its sole and absolute discretiondental, provides pharmaceutical and/or vision benefits of (the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect “Old Group Health Plans”) for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the calendar year in which the Merger Transfer Date occurs as though such amounts had been paid in accordance with the terms and conditions of the New Group Health Plans, provided, and only to the extent that, each Transferred Employee (and his or each Continuing Beacon Federal Employee becomes eligible her dependents and beneficiaries, as applicable) provides appropriate written consent for disclosure by the Old Group Health Plans to become participants the General Partner or the New Group Health Plans upon their request. (c) The Parties acknowledge and agree that all provisions contained in the corresponding benefit plan or program maintained by BHLB (andSection 2.1(a), Article III and this Article IV with respect to employees are included for the sole benefit of the respective Parties and shall not create any right in any other Person, including, without limitation, any employees, former employees, any participant in any Benefit Plan or General Partner Plan or any beneficiary thereof or any right to continued employment with any of the Parties or any Affiliate of any of the Parties, nor shall such provisions require any Party to continue or amend any particular benefit plan after the consummation of the transactions resulting in the formation of the Company or pursuant to this Agreement for any employee or former employee of any Party, and subject only to the obligations of the Parties to each other hereunder, any such plan may be amended or program, subject to complying terminated in accordance with eligibility requirements its terms and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageapplicable Laws.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (i) Following the Benefit Plan Determination Date shall be eligible Closing Date, Buyer shall, pursuant to participate in group hospitalization, medical, dental, life, disability and other employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan arrangements established or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLBBuyer or its Affiliates (the “Buyer Welfare Plans”) (A) waive all limitations as to pre-existing conditions, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period exclusions and waiting periods with respect to the year following the year participation and coverage requirements applicable to Rodeo Employees under Buyer Welfare Plans, other than limitations that are already in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, effect with respect to any such plan or program, subject to complying with eligibility requirements employees and subject to that have not been satisfied as of the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Closing Date under the corresponding Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treatPlan, and in (B) provide each Rodeo Employee with credit under Buyer Welfare Plans for any co-payments and deductibles paid under the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal corresponding Employee Plans prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements for the plan year in which the Closing Date occurs. To the extent not inconsistent with applicable Legal Requirements, for purposes of any Continuing Beacon Federal Employee determining eligibility to participate and vesting (but not benefit accrual) for Rodeo Employees under all Buyer Welfare Plans, Buyer shall recognize service with the Rodeo Entities and Parent to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal the corresponding Employee Plans as in effect immediately prior to the Closing Date (“Rodeo Service”). In addition, Buyer shall recognize Rodeo Service for purposes of determining the rate of vacation accrual and the level of severance benefits, but not for purposes of the rate of benefit accrual or level of benefits for any other benefit. For the avoidance of doubt, this Section 9.1(d) applies only with respect to Buyer Welfare Plans that cover Rodeo Employees, and nothing in this Section 9.1(d) shall require any Buyer Welfare Plan or other benefit plan or program to cover any Rodeo Employees. (ii) On or before the Closing Date, Seller shall cause the portion of the Employee Plan covering Rodeo Employees that is a flexible spending plan under Section 125 of the Code to be transferred to Rodeo as a separate flexible spending plan (“Rodeo Flexible Spending Plan). Immediately after the Closing) as service rendered to BHLB for all purposes; provided, howeverRodeo Employees’ elections and balances under the Rodeo Flexible Spending Plan shall remain in effect under the Rodeo Flexible Spending Plan, that such crediting and Rodeo or an Affiliate of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law Rodeo shall continue to sponsor the Rodeo Flexible Spending Plan. After the Closing Date, neither Seller nor its Affiliates shall have any liability with respect to the Rodeo Flexible Spending Plan and Buyer shall be entitled liable and shall indemnify Seller and its Affiliates from and against all Liabilities with respect to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageRodeo Flexible Spending Plan.

Welfare Benefits. Each Continuing Beacon Federal Effective as of the Closing Date, each Company shall establish or designate a plan or plans, or continue its existing plan or plans (as the case may be) to provide HMO coverage, flexible spending accounts, long-term disability, life insurance, flexible spending accounts and accidental death and dismemberment insurance (but not retiree medical or life insurance) and a plan or plans to provide medical, dental and prescription drug benefits provided by the Seller or such Company (as the case may be) for Current Employees and their covered dependents immediately prior to the Closing Date (collectively, the "COMPANIES' WELFARE BENEFIT PLANS"). The Companies' Welfare Benefit Plans may provide benefits similar to or different from the benefits provided under the Employee who remains employed on Welfare Benefit Plans provided to Current Employees and their covered dependents by the Seller or the Companies as of the day prior to the Closing Date (the "SELLER'S WELFARE BENEFIT PLANS"). Any of the Companies' Welfare Benefit Plan Determination Date Plans that were not Seller's Welfare Benefit Plans shall be eligible waive any waiting period and any exclusions, restrictions and limitations for pre-existing conditions with respect to participate in group hospitalizationthe Current Employees and their covered dependents. All flexible spending accounts, medical, dental, life, disability prescription drug and other welfare benefit plans benefits claims by Current Employees and programs available to similarly-situated employees of BHLBtheir covered dependents under: (y) the Companies' Welfare Benefit Plans that were Seller's Welfare Benefit Plans, subject to the terms of extent that such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan claims are incurred on or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to after the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs whether or arrangements of Beacon Federal not actually filed prior to such date), and (z) the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Companies' Welfare Benefit Plans that are health plans andwere not Seller's Welfare Benefit Plans, shall in each case be the event responsibility of a termination the Companies or the Buyer or its other Affiliates, and the Seller and the Other Affiliates shall have no liability or obligation in respect of any such plans, BHLB shall continue to provide COBRA coverageclaims.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) From and after the Benefit Plan Determination Closing Date and for a period of not less than twelve (12) months after the expiration of the Transition Period, Purchaser shall be provide group health benefits to Transferring Employees and their eligible dependents under Purchaser's Welfare Plans that are substantially comparable in the aggregate to participate those provided to the Transferring Employees and their eligible dependents immediately prior to the Closing, provided, however, that Purchaser's Welfare Plans (i) shall have no exclusion for pre-existing conditions in group hospitalization, medical, dental, life, disability and other welfare any medical or dental plan to the extent that such conditions were covered under applicable benefit plans of Seller covering the Transferring Employees; (ii) shall apply any deductible incurred under Seller's medical and programs available dental plans to similarlyany applicable deductible under Purchaser's medical and dental plans; and (iii) shall recognize service with Seller as service with Purchaser for purposes of group welfare plans and service-situated employees of BHLBbased policies and procedures. (b) Except as otherwise provided in this Agreement, subject or otherwise reflected or reserved in the Closing Balance Sheet, Seller shall pay, or shall cause to be paid, in accordance with the terms of such plans any applicable Benefit Plan: (i) any and programsall covered claims of every nature and description relating to any covered medical and dental expenses incurred by (A) the Transferring Employees or their covered dependents prior to the Closing, (B) all Transferring Employees who are Non-Active Employee or their covered dependents prior to their Non-Active Employee Employment Date, and subject (C) all employees of Seller and its Affiliates other than the Transferring Employees or their covered dependents prior to complying and after the Closing; and (ii) any and all sickness and accident benefits, and disability benefits, for any continuous period of disability or incapacity (as defined in the applicable plan) of (A) a Transferring Employee that commenced prior to the Closing, (B) a Transferring Employee that is a Non-Active Employee that commence prior to such employee's Non-Active Employee Employment Date, and (C) all employees of Seller and its Affiliates other than the Transferring Employees or their covered dependents prior to and after the Closing. (c) Except as otherwise reflected or reserved in the Closing Balance Sheet, Seller shall indemnify and hold Purchaser harmless from and against: (i) any and all Losses arising out of or in connection with eligibility requirements of the respective plans and programs. With respect or relating to any welfare benefit plan or program of Beacon Federal that BHLB determines, claims incurred in its sole connection with any medical and absolute discretion, provides benefits of dental expenses by (A) the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Transferring Employees until the later of the open enrollment period with respect and their covered dependents prior to the year following Closing, (B) the year Transferring Employees and their covered dependents prior to their Non-Active Employee Employment Date, and (C) all employees of Seller and its Affiliates other than the Transferring Employees or their covered dependents prior to and after the Closing; (ii) any and all Losses arising out of or in which connection with or relating to any and all occupational disease claims arising out of or relating to the Merger occurs employment by Seller of (A) any Transferring Employee prior to the Closing, (B) any Transferring Employee who is a Non-Active Employee prior to such employee's Non-Active Employee Employment Date, and (C) all employees of Seller and its Affiliates other than the Transferring Employees or each Continuing Beacon Federal Employee becomes eligible their covered dependents prior to become participants and after the Closing; and (iii) any and all Losses arising out of or in the corresponding benefit plan connection with or program maintained by BHLB (andrelating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any such plan illness, accident, injury or program, subject to complying with eligibility requirements death of (A) the Transferring Employees and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal their covered dependents occurring prior to the Closing, (B) as service rendered the Transferring Employees and their covered dependents prior to BHLB their Non-Active Employee Employment Date, and (C) all employees of Seller and its Affiliates other than the Transferring Employees or their covered dependents prior to and after the Closing. (d) Purchaser shall indemnify and hold Seller harmless from and against: (i) any and all Losses arising out of or in connection with or relating to any claims incurred in connection with (A) any medical and dental expenses by the Transferring Employees and their covered dependents after the Closing and (B) any Transferring Employees and their covered dependents after their Non-Active Employee Employment Date; (ii) any and all Losses arising out of or in connection with or relating to any and all occupational disease claims arising out of or relating to the employment by Purchaser of (A) any Transferring Employee after the Closing and (B) any Transferring Employees and their covered dependents after their Non-Active Employee Employment Date; and (iii) any and all Losses arising out of or in connection with or relating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any illness, accident, injury or death of the Transferring Employees and their covered dependents occurring after the Closing. (e) Purchaser shall be responsible for and bear the entire cost and expense of the TCT holiday and sick leave benefit program for all purposes; providedActive Employees and Non-Active Employees in each instance as of the time any of the foregoing become Transferring Employees ("Sick Leave Obligations"), howeverregardless of the amounts accrued for such items on the Closing Balance Sheet. The description of the TCT sick leave benefit program and the amounts to which Employees have accumulated thereunder as of the Closing and the amounts to which the plan participants have become eligible thereunder as of the Closing are set forth on Schedule 6.03(e) of the Disclosure Package. (f) Seller shall be responsible for and bear the entire cost and expense of all workers' compensation claims arising out of the employment of (i) the Transferring Employees who are Active Employees prior to the Closing, (ii) the Transferring Employees prior to their Non-Active Employee Employment Date, and (iii) all employees of Seller and its Affiliates other than the Transferring Employees or their covered dependents prior to and after the Closing. (g) Purchaser shall be responsible for and bear the entire cost and expense of all workers' compensation claims arising out of the employment of (A) the Transferring Employees after the Closing and (B) the Transferring Employees after their Non-Active Employee Employment Date. (h) To the extent reflected on the Closing Balance Sheet and to the extent that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any Purchaser has a substantially similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such flexible spending account plans, BHLB plan year 2004 deferrals and reimbursements by or to Transferring Employees under Seller's flexible spending accounts shall continue be carried over and applied to provide COBRA coverageTransferring Employees' accounts under Purchaser's flexible spending accounts.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (1) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, Buyer or the Company or its Subsidiaries maintains or adopts, as of the Closing Date, one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Transferred Employees until (the "Buyer Welfare Plans"). During the period beginning with the Closing Date and ending on the later of the open enrollment period with respect one-year anniversary of the Closing Date or December 31, 2002, the Buyer Welfare Plans shall provide pre-retirement benefits for the Transferred Employees (and their dependents and beneficiaries) that are comparable in the aggregate to the year following the year in pre-retirement benefits to which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in they were entitled under the corresponding Plans that are employee welfare benefit plan or program plans maintained by BHLB (andParent, with respect to any such plan the Company or program, subject to complying with eligibility requirements and subject its Subsidiaries immediately prior to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programClosing Date. For purposes of all employee determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare benefit plans, programs and agreements plans maintained by Parent and/or the Company or contributed its Subsidiaries on the Closing Date STOCK PURCHASE AGREEMENT 46 52 (hereinafter referred to collectively as the "Parent Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees provided, however, that any such waiver shall not result in greater coverage for a Transferred Employee than the coverage such Transferred Employee was entitled to under a Parent Welfare Plan. Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and payments under a deductible limit made by BHLBthem and for out-of-pocket maximums applicable to them during the plan year of the Parent Welfare Plan in accordance with the corresponding Parent Welfare Plans. As soon as practicable after the Closing Date, BHLB Parent shall treatdeliver to Buyer a list of the Transferred Employees who had credited service under a Parent Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. This Agreement does not impose any requirement on the Company or Buyer to provide post-retirement medical or other post-retirement welfare plan coverage to any Transferred Employee, except to the extent required under the continuation of coverage provisions of Section 4980B of the Code and COBRA. (2) Buyer shall refer to Parent and Parent shall assume responsibility for any claim under a Parent Welfare Plan made by a Transferred Employee on or after the Closing Date arising from a disability or loss incurred on or before the Closing Date, except to the extent that such liability has been accrued on the Company's Financial Statements and not paid to Parent, an Affiliate of Parent (other than the Company or its Subsidiaries) or an employee benefit plan of Parent or one of its Affiliates (other than the Company or a Subsidiary of the Company). Nothing in this Section 6.2(b) shall require Parent, any Affiliate of Parent, or the Parent Welfare Plans to make any payment or to provide any benefit not otherwise provided by the terms of the Parent Welfare Plans. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance when the death occurs and in the case of an insured planlong-term disability benefits, when the disability occurs (provided the individual has not returned to active service with Buyer or the Company or the Subsidiaries of the Company). (3) Parent, Buyer, their respective Affiliates, and the Parent Welfare Plans and the Buyer Welfare Plans shall use assist and cooperate with each other in the disposition of claims made under the Parent Welfare Plans, and in providing each other with any records, documents, or other information within its best efforts control or to which it has access that is reasonably requested by any other as necessary or appropriate to the disposition, settlement, or defense of such claims. (4) Except for Parent's flexible spending account (the "FSA") balances described in Section 6.2(b)(6), nothing in this Agreement shall require Parent or its Affiliates to transfer assets or reserves with respect to benefits under the Parent Welfare Plans to Buyer or the Buyer Welfare Plans. (5) On and for a period of at least one year after the Closing Date, Buyer shall cause Transferred Employees to be eligible for benefits under a severance or separation pay policy or plans that are at least the providers same as or comparable to the severance or separation pay policy benefits that are provided by Parent and/or the Company or its Subsidiaries for the benefit of Transferred Employees immediately prior to the Closing Date. Buyer shall recognize the service of each such Transferred Employee with Parent and its Affiliates for eligibility, vesting, and benefit determinations under the Buyer severance or separation pay policy or plan. STOCK PURCHASE AGREEMENT 47 53 (6) As of the Closing Date, program or arrangement Parent shall cause the portion of the FSA applicable to treat Transferred Employees to be segregated into a separate component and all account balances of the service with Beacon Federal Transferred Employees in the FSA shall be transferred to a flexible spending account that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (7) Parent will provide COBRA coverage after the Closing Date to any eligible employee of the Company and its Subsidiaries (and the employee's eligible dependents) who experienced a "qualifying event" as defined in COBRA prior to the Closing Date and who is not employed by the Company or a Subsidiary or by Buyer or one of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to its Affiliates immediately after the Closing) as service rendered to BHLB for , provided such employees and/or dependents make or have made a proper COBRA election and pay all purposes; provided, however, that such crediting of service required premiums. Buyer shall not operate to duplicate any benefit provide or shall cause the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue Company to provide COBRA coveragecoverage after the Closing Date to any Transferred Employee (and the employee's eligible dependents) who is employed by the Company or a Subsidiary or by Buyer or one of its Affiliates immediately after the Closing regardless of whether the Transferred Employee (or the Transferred Employee's eligible dependents) experienced a "qualifying event," as defined in COBRA, before, on or after the Closing Date, provided such employees and/or dependents make or have made a proper COBRA election and pay all required premiums.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on Effective at the Effective Time, the Buyer shall have in place or cause to be established, at its own expense, benefit plans (the “Buyer Welfare Benefit Plan Determination Date shall be eligible to participate in group hospitalizationPlans”) including but not limited to, medicallife insurance, dentalaccidental death and dismemberment insurance, lifeworkers’ compensation, disability and other welfare group non-pension benefits for the Transferred Employees from and after the Closing Date. Effective as of the Closing Date, the Transferred Employees shall cease to participate in the Seller’s life insurance, accidental death and dismemberment insurance, workers’ compensation, disability and other group non-pension benefit arrangements (collectively, the “Seller Welfare Benefit Plans”) and shall commence participation in the Buyer Welfare Benefit Plans. Effective as of the first day of the first month following the Effective Time, the Transferred Employees shall cease to participate in Seller’s health care, dental care, and vision plans and programs available to similarly-situated employees shall commence participation in similar plans offered by Buyer as required by this Agreement as part of BHLBthe Buyer Welfare Benefit Plans. Buyer shall reimburse Seller for all claims arising under Seller’s health care, subject to the terms of such plans and programsdental care, and subject to complying with eligibility requirements of the respective vision plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year Transferred Employees arising from occurrences following the Effective Time. Benefits provided under the Buyer Welfare Benefit Plans to Transferred Employees shall be similar in the aggregate than those provided by the Seller under the Seller Welfare Benefit Plans as of the Closing Date. No waiting period or exclusion from coverage for any pre-existing medical condition shall apply to any such Transferred Employee’s participation in any employee benefit plan of the Buyer Welfare Benefit Plans after the Closing Date (including group term life insurance but not including optional universal group life insurance), except to the extent such restrictions were imposed on a Transferred Employee by the Seller immediately prior to the Closing Date. The Buyer shall maintain a welfare benefit plan under Code Section 125 of the Internal Revenue Code of 1986, as amended, which includes a medical spending account component and a dependent care spending account component. All charges and expenses of each Transferred Employee and his or her eligible dependents that were applied to the deductible and out-of-pocket maximums under any Seller Welfare Benefit Plan during the plan year of the Seller in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants Closing Date falls shall be credited toward any deductible and out-of-pocket maximum applicable under any corresponding the Buyer Welfare Benefit Plans in the corresponding benefit plan or program maintained year of the Buyer in which the Closing Date falls. The Seller shall retain responsibility under the Seller Welfare Benefit Plans for all amounts payable by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject reason of claims incurred by the Transferred Employees prior to the right Closing Date, and the Buyer shall be responsible under the Buyer Welfare Benefit Plans for all amounts payable by reason of BHLB to terminate claims incurred by the Transferred Employees on or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programafter the Closing Date. For purposes of all employee welfare benefit plansthis Section 8.2(c), programs and agreements maintained by a claim shall be deemed to have been incurred on the date of the occurrence of (i) death or contributed to by BHLB, BHLB shall treat, and dismemberment in the case of an insured planclaims under life insurance and accidental death and dismemberment policies, shall use its best efforts to cause (ii) the providers date of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date initial determination of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, disability in the event case of a termination claims under disability policies, or (iii) the date on which the charge or expense giving rise to such claim is incurred in the case of such plans, BHLB shall continue to provide COBRA coverageall other claims.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, medical, dental, life, disability and other Buyer maintains employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect (including retiree medical benefits) for the benefit of the Continuing Beacon Federal Transferred Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants that, in the case of nonunion Transferred Employees are, in the aggregate, comparable to those benefits provided by Seller under its corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treatplans (the "Buyer's Nonunion Welfare Plans"), and in the case of an insured planunion Transferred Employees are identical to those benefits provided to union Transferred Employees under Seller's corresponding welfare benefit plans (the "Buyer's Bargained Welfare Plans"), shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal as in effect immediately prior to the Closing Date. the Buyer's Nonunion Welfare Plans and the Buyer's Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." For purposes of determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions, actively at work requirements, waiting periods, and requirements for evidence of any Continuing Beacon Federal insurability under the Buyer Welfare Plans shall be waived in the Buyer Welfare Plans for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under such plan. (b) Buyer shall provide or cause to be provided retiree medical, dental, and life benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), to each Transferred Employee who is considered to be a "grandfathered employee" (as hereinafter defined), and to each union Transferred Employee who otherwise is eligible for such retiree benefits, under the same extent terms and conditions as applied to such Retiree or Transferred Employee immediately prior to' the Closing Date, and Seller shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life benefits to any such Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a union or nonunion Transferred Employee, who was at least age 55 with at least 10 years of service as defined in the Seller's Pension Plan by December 31, 1997, and who retires after December 31, 1997. Schedule 10.7 identifies each Active Employee who is recognized under analogous plansa "grandfathered employee" and each union Active Employee who otherwise is eligible for such retiree benefits. Buyer agrees not to terminate or materially modify those post-retirement benefit provisions covering "grandfathered" Transferred Employees, programs or arrangements of Beacon Federal eligible union Transferred Employees, Retirees, their spouses and dependents that are in effect immediately prior to the Closing Date. (c) Within sixty (60) days after the Closing, Seller agrees to transfer to an exempt trust established by Buyer under Section 501 (c)(9) of the IRC ("Buyer's VEBA") the amount held under any trust established by Seller under Section 501 (c)(9) of the IRC ("Seller's VEBA") to fund post-retirement health care and life insurance benefits for the Business. Such amount shall be determined based upon Seller's internal recordkeeping. Buyer agrees that Buyer's VEBA will apply an amount at least equal to the sum of the assets transferred from Seller's VEBA (and earnings thereon calculated at the rate of return generated by Buyer's VEBA) to provide post-retirement health care and life insurance benefits after the Closing Date to the Retirees and, as service rendered to BHLB applicable, the Transferred Employees who become eligible for such benefits after Closing. Upon Closing, Buyer shall be responsible for all purposes; provided, however, that such crediting obligations of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue Seller to provide COBRA coveragepost-retirement health care and life insurance benefits to such Transferred Employees and Retirees, and Seller and Seller's VEBA shall cease to have any liability, contingent or otherwise, for such benefits.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Times Mirror agrees to continue coverage of Col- lege Publishing Business Personnel under the Times Mirror Group Benefit Plan Determination and other Plans which are welfare benefit plans up to the Closing Date and to provide benefits to or reimburse covered College Publishing Business Personnel for eligible health care and other eligible welfare benefit expenses and services incurred up to the Closing Date in accordance with the terms of such Plan. (b) In connection with McGraw-Hill's obligation to provide welfare benefixx xx xxx xxxgible College Publishing Business Transferred Employees under its plans pursuant to Sec- tion 10.03, McGraw-Hill shall cause each McGraw-Hill group heaxxx xxxx xx waive any pre-exixxxxx xxxxxtion exclusions thereunder with respect to the College Publishing Business Transferred Employees to the extent that such employees are enrolled in the applicable group health plan of Times Mirror as of the Closing Date. Notwithstanding any other provision herein to the contrary, Times Mirror will retain all of its obligations to provide post-retirement medical coverage to (i) College Publishing Business Transferred Employees who, as of the Closing Date, (a) have been credited with at least ten consecutive years of service after attaining age 40 under the applicable College Publishing Business Post-Retirement Plan, (b) have attained at least age 60 and (c) are otherwise eli- gible for such benefits under the terms of thx xpplicable Col- lege Publishing Business Post-Retirement Plan in effect as of the Closing Date, and (ii) College Publishing Business Retirees with respect to expenses and services incurred by such indi- viduals on or after the Closing Date in accordance with the terms of the applicable College Publishing Business Post- Retirement Plan as in effect from time to time with respect to similarly situated retirees or employees of Times Mirror; pro- vided, however, that in order for any College Publishing Busi- ness Transferred Employee to be eligible to participate in group hospitalizationany College Publishing Business Post-Retirement Plan, medical, dental, life, disability and other welfare benefit plans and programs available such employee must expressly elect to similarlyparticipate therein as of his retire- ment date with McGraw-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. Hill. (c) With respect to any welfare benefit plan or program of Beacon Federal that BHLB determinesplans main- tained at the TMHE level, in its sole McGraw-Hill and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period Times Mirror agree to negotiate muxxxxxx xxxxficial transitional arrangements with respect to the year benefits provided thereunder, which arrangements may result in terminating such plans as of the Closing Date or providing for the continuation of such plans following the year in which Closing Date by TMHE for eligible College Publishing Business Transferred Employees. (d) For purposes of this Section 10.07, an expense or service is deemed to be incurred when the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (andmedical services are performed, or, with respect to any such plan welfare benefits other than medical or programdental benefits, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in when the event of a termination of giving rise to such plans, BHLB shall continue to provide COBRA coverageexpense or service occurs.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) From and after the Benefit Plan Determination Date Closing and for a period of not less than twelve (12) months after the Closing Date, Purchaser shall be provide group health benefits to Transferring Employees and their eligible dependents under Purchaser’s Welfare Plans that are reasonably comparable in the aggregate to participate those provided to the Transferring Employees and their eligible dependents immediately prior to the Closing, provided, however, that Purchaser’s Welfare Plans (i) shall have no exclusion for pre-existing conditions in group hospitalization, medical, dental, life, disability and other welfare any medical or dental plan to the extent that such conditions were covered under applicable benefit plans of Seller covering the Transferring Employees; (ii) shall apply any deductible incurred under Seller’s medical and programs available dental plans to similarlyany applicable deductible under Purchaser’s medical and dental plans; and (iii) shall recognize service with Seller as service with Purchaser for purposes of group welfare plans and service-situated employees of BHLBbased policies and procedures. (b) Except as otherwise provided in this Agreement, subject the Gainesville Services Agreement or otherwise reflected or reserved in the Closing Balance Sheet, Seller shall pay, or shall cause to be paid, in accordance with the terms of such plans any applicable Benefit Plan: (i) any and programsall covered claims of every nature and description relating to any covered medical and dental expenses incurred by (A) the Transferring Employees or Former Employees or their covered dependents prior to the Closing, and subject (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to complying and after the Closing; and (ii) any and all sickness and accident benefits, and disability benefits, for any continuous period of disability or incapacity (as defined in the applicable plan) of (A) a Transferring Employee or Former Employee that commenced prior to the Closing, and (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the Closing. (c) Except as otherwise provided in the Gainesville Services Agreement or otherwise reflected or reserved in the Closing Balance Sheet, Seller shall indemnify and hold Purchaser harmless from and against: (i) any and all Losses arising out of or in connection with eligibility requirements of the respective plans and programs. With respect or relating to any welfare benefit plan or program of Beacon Federal that BHLB determines, claims incurred in its sole connection with any medical and absolute discretion, provides benefits of dental expenses by (A) the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Transferring Employees until the later of the open enrollment period with respect and Former Employees and their covered dependents prior to the year following Closing, and (B) all employees of Seller and its Affiliates other than the year Transferring Employees or Former Employees or their covered dependents prior to and after the Closing; (ii) Any and all Losses arising out of or in which connection with or relating to any and all occupational disease claims arising out of or relating to the Merger occurs employment by Seller of (A) any Transferring Employee or each Continuing Beacon Federal Former Employee becomes eligible prior to become participants the Closing, and (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the Closing; and (iii) Any and all Losses arising out of or in the corresponding benefit plan connection with or program maintained by BHLB (andrelating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any such plan illness, accident, injury or programdeath of (A) the Transferring Employees, subject to complying with eligibility requirements Former Employees and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal their covered dependents occurring prior to the Closing, and (B) as service rendered all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to BHLB and after the Closing. (d) Purchaser shall indemnify and hold Seller harmless from and against: (i) any and all Losses arising out of or in connection with or relating to any claims incurred in connection with any medical and dental expenses by the Transferring Employees and Former Employees and their covered dependents after the Closing; (ii) any and all Losses arising out of or in connection with or relating to any and all occupational disease claims arising out of or relating to the employment by Purchaser of any Transferring Employee after the Closing; and (iii) any and all Losses arising out of or in connection with or relating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any illness, accident, injury or death of the Transferring Employees and Former Employees and their covered dependents occurring after the Closing. (e) Purchaser shall indemnify and hold Seller harmless from and against any and all Losses incurred in connection with Purchaser’s failure, during the twelve (12) months immediately following the Gainesville Transition Expiration Date, to provide to any Gainesville Transition Employee who becomes a Transferring Employee, group health benefits that are reasonably comparable in the aggregate to those provided by Seller immediately prior to the Closing. (f) Purchaser shall be responsible for and bear the entire cost and expense of the ARC sick leave benefit program for all purposes; providedActive Employees, howeverNon-Active Employees and Gainesville Transition Employees in each instance as of the time any of the foregoing become Transferring Employees (“Sick Leave Obligations”) and the Retiree Medical Obligations, that regardless of the amounts accrued for such crediting items on the Closing Balance Sheet. The description of service the ARC sick leave benefit program and the amounts to which Employees have accumulated thereunder as of the Closing and the description of the Retiree Medical Obligations and the amounts to which the plan participants have become eligible thereunder as of the Closing are set forth on Schedule 8.03(f) of the Disclosure Package. (g) Seller shall not operate be responsible for and bear the entire cost and expense of all workers’ compensation claims arising out of the employment of (i) the Transferring Employees and Former Employees prior to duplicate any benefit the Closing, and (ii) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the funding Closing. (h) Purchaser shall be responsible for and bear the entire cost and expense of such benefit available all workers’ compensation claims arising out of the employment of the Transferring Employees after the Closing. (i) To the extent adequately reflected on the Closing Balance Sheet, plan year 2003 deferrals and reimbursements by or to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate Transferring Employees under Seller’s flexible spending accounts shall be carried over and who were entitled applied to continue health coverage Transferring Employees’ accounts under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragePurchaser’s flexible spending accounts.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) During the Benefit Plan Determination Date period that Company is obligated to pay Executive severance pay pursuant to Section 1(a) above, or, if sooner, until Executive is entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after Executive’s employment with the Company terminates, Company shall be eligible provide to participate Executive (and his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents) immediately prior to the Change in group hospitalizationControl. For purposes of this Agreement, medicalthe term “Welfare Benefits” shall include, without limitation, all life, dental, lifevision, health, accident and disability and benefit plans, other similar welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programsplans, and subject to complying with eligibility requirements of any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the respective plans and programs. With respect to any welfare benefit plan Company or program of Beacon Federal a Subsidiary that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants provide reasonably equivalent Welfare Benefits in the corresponding benefit plan aggregate as the predecessor policy, plan, program or program maintained arrangement (and which policies, plans, programs or arrangements may be freely modified or cancelled at any time by BHLB (andthe Company or a Subsidiary). Notwithstanding the foregoing, with respect to any Welfare Benefits provided through an insurance policy, the Company’s obligation to provide such plan or program, subject to complying with eligibility requirements and subject to Welfare Benefits following a Change in Control shall be limited by the right terms of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposespolicy; provided, however, that such crediting of service (i) the Company shall make reasonable efforts (which efforts shall not operate include incurring additional cost) to duplicate any benefit amend such policy to provide the continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued benefits described in this Section 2(a), the Company shall pay Executive the lesser of an amount equal to what Executive’s COBRA premiums would have been or Executive’s cost of comparable replacement coverage. (b) If prior to the funding Change in Control Executive was required to contribute towards the cost of a Welfare Benefit as a condition of receiving such Welfare Benefit, the Executive may be required to continue contributing towards the cost of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law Welfare Benefit under the Beacon Federal Benefit Plans that are health plans and, same terms and conditions as applied to the Executive immediately prior to the Change in the event of a termination of Control in order to receive such plans, BHLB shall continue to provide COBRA coverageWelfare Benefit.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be Closing Date, Buyer includes the Transferred Employees to the extent they are otherwise eligible to participate in group hospitalization, medical, dental, life, disability and other the employee welfare benefit plans and programs available (including retiree medical benefits) applicable to similarlythe other non-situated union gas utility employees of BHLB, subject to Buyer (the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program"Buyer Welfare Plans"). For purposes of all employee determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare benefit plans, programs and agreements plans maintained by or contributed Citizens on the Closing Date (hereinafter referred to by BHLBcollectively as the "Citizens Welfare Plans"). Any restrictions on coverage for pre-existing conditions, BHLB shall treatactively at work requirements, waiting periods, and requirements for evidence of insurability (with respect to life insurance and long term disability coverage) under the Buyer Welfare Plans shall be waived in the case Buyer Welfare Plans for Transferred Employees to the extent that such Transferred Employees are covered by Citizens' Welfare Plans immediately prior to Closing, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of an insured planthe Citizens Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Citizens shall use its best efforts deliver to cause Buyer a list of the providers of Transferred Employees who had credited service under a Citizens Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under each such plan. (b) Buyer shall provide or cause to be provided retiree medical, program dental and life insurance benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), including those Retirees who were retirees at the time Seller purchased LGS ("XXX Xxxirees"), under the same or arrangement better terms and conditions as applied to treat such Retirees immediately prior to the Closing Date, and shall provide or cause to be provided retiree medical benefits to each Transferred Employee under the same terms and conditions as otherwise applied to non-union gas utility employees retiring from Buyer at the time such Transferred Employee retires from the Buyer. Citizens shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life insurance benefits to any Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a Transferred Employee or Retiree who was at least age 55 with at least 10 years of service with Beacon Federal as defined in the Citizens' Pension Plan by December 31, 1997, and who either retired on or after August 1, 1997 and on or prior to December 31, 1997 or was an employee of Citizens on December 31, 1997 and retires after December 31, 1997. Schedule 10.7 identifies each "grandfathered employee." Buyer agrees that, in the event it ever terminates or materially adversely modifies, those retiree medical, dental and life insurance benefits covering LGS Retirees and Retirees who are "grandfathered employees", their spouses and dependents from those in effect immediately prior to the Closing Date of any Continuing Beacon Federal Employee (or in the event it ever terminates or materially adversely modifies those retiree medical benefits provided to the same extent such service is recognized under analogous plansthose Transferred Employees who are "grandfathered employees", programs or arrangements of Beacon Federal their spouses and dependents from those provided by Buyer to Buyer's non-union gas utility employees immediately prior to the ClosingClosing Date, Buyer will indemnify and hold harmless Sellers Indemnitees from any and all Loss in connection therewith. Buyer's obligations under this Section 10.7(b) as service rendered are subject to BHLB for all purposes; providedand conditioned upon the truth and accuracy of the representation and warranty contained in Section 5.13(f), however, that and if such crediting of service shall representation and warranty is determined at any time not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage true and coverage accurate, Buyer shall have no further obligations under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragethis Section 10.7(b).

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date (a) MEI shall be eligible responsible for (i) continuing to participate in group hospitalizationprovide Company Employees and Former Company Employees and their respective beneficiaries and dependents with welfare benefits, including without limitation life insurance, accidental death and dismemberment insurance, medical, dental, lifevision, short-term and long-term disability benefits (such benefits, collectively, "Welfare Benefits"), for claims incurred before the Closing Date; and other welfare benefit plans (ii) providing Company Employees, Former Company Employees and programs available to similarly-situated employees their respective current and former dependents and beneficiaries with all required continuation coverage under Section 601 et seq. of BHLB, subject ERISA and Section 4980B of the Code for "qualifying events" (as defined in Section 603 of ERISA and the regulations pertaining thereto) occurring on or prior to the terms Closing Date.. The Company and the Transferred Subsidiaries shall be solely responsible for providing Company Employees and their beneficiaries and dependents with the Welfare Benefits that are provided under plans to be established by the Company for claims incurred after the Closing Date; provided, that if as a result of the level of benefits provided by the Company after the Closing Date any employee experiences a "qualifying event" (as defined above) merely as a result of ceasing to participate in the Plans and starting to participate in such plans established by the Company, the Buyer shall compensate MEI for its costs and programs, and subject expenses in providing continuation coverage to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programemployees. For purposes of all employee welfare this Section 5.3(a), a claim for a medical, dental or other similar benefit plansshall be considered to be incurred when the services that are the subject of the claim are performed; a claim for life insurance or other death-related benefits shall be considered to be incurred when the death of the covered individual occurs; and a claim for disability benefits or other income-replacement benefits shall be considered incurred as and when such benefits are payable. (b) The Welfare Benefits provided by the Company to Company Employees and their beneficiaries and dependents after the Closing shall be provided without evidence of insur ability and without the application of any pre-existing physical or mental condition restrictions, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior except to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available restrictions applied to any Continuing Beacon Federal Employeeparticular individual immediately before the Closing Date. Persons who were employed by Beacon Federal To the extent any such individual has, before the Closing Date, satisfied in whole or in part any Affiliate and who were entitled to continue health coverage under COBRA annual deductible or paid any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law out-of-pocket or co-payment expenses under the Beacon Federal Benefit Plans that are health plans andapplicable plan of MEI and its Affiliates, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of the Company and the Transferred Subsidiaries in which such individual participates after the event of a termination of such plans, BHLB shall continue to provide COBRA coverageClosing Date.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Prior to the Benefit Plan Determination Date shall be Closing Date, Seller has provided benefits (other than pension benefits) to its employees and their eligible to participate in group hospitalization, medical, dental, life, disability and other dependents (where applicable) under certain welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements listed in SECTION 6.4 of the respective Disclosure Schedule (which plans are hereinafter referred to as "SELLER'S WELFARE PLANS"). All benefits and programs. With respect coverages provided under Seller's Welfare Plans to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole Employees and absolute discretion, provides benefits their eligible dependents shall terminate as of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect Closing Date except for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements those claims and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal expenses incurred prior to the Closing Date that are eligible for payment under the terms of Seller's Welfare Plans, which claims and expenses shall remain the responsibility of Seller and except for Seller's obligations, if any, with respect to continuation coverage under Part 6 of Title I of ERISA and Section 4980B of the Code. (b) To the extent that any Continuing Beacon Federal Purchaser welfare benefit plan in which Employees participate provides medical, dental or vision benefits, Purchaser shall cause all pre-existing condition exclusions and actively at work requirements of such plan to be waived for such Employee and his or her covered dependents, and Purchaser shall cause any eligible expenses incurred by such Employee in the plan year on or before the Closing Date to be taken into account under such plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Employee and his or her covered dependents for the applicable plan year. (c) Purchaser shall assume Seller's obligation to pay accrued but unused vacation and personal day pay as of the Closing Date for all Employees who are continuing Employees to the same extent such service is recognized under analogous plansreflected on the Closing Balance Sheet, programs or arrangements which obligations shall be Assumed Obligations for purposes of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragethis Agreement.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed (a) Buyer shall take all action necessary and appropriate to ensure that, on and after the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, Buyer maintains medical, health, dental, flexible spending account, accident, life, short-term disability, long-term disability and other employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of Transferred Employees that, in the Continuing Beacon Federal case of nonunion Transferred Employees until the later of the open enrollment period with respect are substantially similar to those benefits provided by Seller under its corresponding welfare benefit plans as in effect immediately prior to the year following Closing Date (the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat"Buyer's Nonunion Welfare Plans"), and in the case of an insured planunion Transferred Employees are consistent with the terms of the applicable collective bargaining agreement or are otherwise acceptable to the applicable Union (the "Buyer's Bargained Welfare Plans"). The Buyer's Nonunion Welfare Plans and the Buyer's Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." For purposes of determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall use its best efforts to cause be credited with service, determined under the providers terms of each such plan, program or arrangement to treat the service with Beacon Federal corresponding welfare plans maintained by Seller immediately prior to the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions, actively at work requirements, waiting periods, and requirements for evidence of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law insurability under the Beacon Federal Benefit Buyer Welfare Plans that are health plans and, shall be waived in the event Buyer Welfare Plans for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in which the Closing Date occurs. As soon as practicable on or after the Closing Date, Seller shall deliver to Buyer a termination list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such plansTransferred Employee's service, BHLB shall continue to provide COBRA coverageco-payment, deductible and out-of-pocket payment amounts under such plan.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) During the Benefit Plan Determination Date period that Company is obligated to pay Executive severance pay pursuant to Section 1(a) above, or, if sooner, until Executive is entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after Executive’s employment with the Company terminates that is substantially comparable in benefits provided, Company shall be eligible provide to participate in group hospitalizationExecutive (and his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents) immediately prior to Executive’s termination date. For purposes of this Agreement, medicalthe term “Welfare Benefits” shall include, without limitation, all life, dental, lifehealth, accident and disability and benefit plans, other similar welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programsplans, and subject to complying with eligibility requirements of any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the respective plans and programsCompany or a Subsidiary. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of Notwithstanding the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (andforegoing, with respect to any Welfare Benefits provided through an insurance policy, the Company’s obligation to provide such plan or program, subject to complying with eligibility requirements and subject to Welfare Benefits following Executive’s termination date shall be limited by the right terms of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposespolicy; provided, however, that (i) the Company shall make reasonable efforts to amend such crediting policy to provide the continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued benefits described in this Section 2(a), the Company shall pay Executive’s cost of service shall not operate comparable replacement coverage. (b) If, prior to duplicate any benefit or Executive’s termination date, Executive was required to contribute towards the funding cost of a Welfare Benefit as a condition of receiving such Welfare Benefit, the Executive may be required to continue contributing towards the cost of such benefit available Welfare Benefit under the same terms and conditions as applied to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled the Executive immediately prior to continue health the Change in Control in order to receive such Welfare Benefit. (c) In the event that Company is required to provide continuation of medical insurance coverage under COBRA (as defined below), then subject to Executive’s timely election of continued medical insurance coverage in accordance with the applicable provisions of state and federal law (commonly referred to as “COBRA”), the Company will pay Executive’s COBRA premium payments sufficient to continue Executive’s group coverage at its then current level (including dependent coverage, if applicable) (the “COBRA Payments”) until the earlier of (1) the duration of the period in which Executive and Executive’s eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan) and (2) twelve months following the date of Separation from Service (the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the COBRA Payments without violating the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended and the rules and regulations thereunder (the “Code”) or any statute or regulation of similar state law effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), the Company instead shall provide Executive with taxable monthly payments in an amount equal to the monthly COBRA premium (including the premium amount for covered dependents, if any) that Executive would be required to pay to continue to be entitled to Executive’s group health coverage, reduced by applicable tax withholdings, for the remainder of the COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragePayment Period.

Welfare Benefits. Each Continuing Beacon Federal (a) XxXxxx-Xxxx agrees to continue coverage of Xxxxxxx'x Personnel under the XxXxxx-Xxxx group welfare benefit plans up to the Closing Date and to provide benefits to or reimburse covered Xxxxxxx'x Personnel for eligible health care and other eligible welfare benefit expenses and services incurred up to the Closing Date in accordance with the terms of such plans. (b) In connection with Times Mirror's obligation to provide welfare benefits to the Xxxxxxx'x Transferred Employees under one or more Replacement Plans pursuant to Section 10A.03, to the extent permitted by the terms of the applicable Replacement Plan, Times Mirror shall cause each Replacement Plan to waive any pre-existing condition exclusions thereunder with respect to the Xxxxxxx'x Transferred Employees to the extent that such employees are enrolled in the applicable group health plan of XxXxxx-Xxxx as of the Closing Date. Notwithstanding any other provision herein to the contrary, XxXxxx-Xxxx will retain all of its obligations to provide post-retirement medical coverage to (i) Shepard's Transferred Employees who, as of the Closing Date, (a) have been credited with at least ten years of service under the applicable Shepard's Post- Retirement Plan, (b) have attained at least age 55 and (c) are otherwise eligible for such benefits under the terms of the applicable Shepard's Post- Retirement Plan in effect as of the Closing Date, and (ii) Shepard's Retirees with respect to expenses and services incurred by such individuals on or after the Closing Date in accordance with the terms of the applicable Shepard's Post- Retirement Plan as in effect from time to time with respect to similarly situated retirees or employees of McGraw-Hill; provided, however, that in order -------- ------- for any Shepard's Transferred Employee who remains employed on the Benefit Plan Determination Date shall to be eligible to participate in group hospitalizationany Shepard's Post-Retirement Plan, medical, dental, life, disability and other welfare benefit plans and programs available such employee must expressly elect to similarly-situated employees participate therein as of BHLB, subject to his retirement date with Times Mirror or the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. College Publishing Business. (c) With respect to any welfare benefit plan or program of Beacon Federal that BHLB determinesplans maintained at Shepard's level, in its sole Times Mirror and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period McGraw-Hill agree to negotiate mutually beneficial transitional arrangements with respect to the year benefits provided thereunder, which arrangements may result in terminating such plans as of the Closing Date or providing for the continuation of such plans following the year in which Closing Date by Shepard's for eligible Shepard's Transferred Employees. (d) For purposes of this Section 10A.07, an expense or service is deemed to be incurred when the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (andmedical services are performed, or, with respect to any such plan welfare benefits other than medical or programdental benefits, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in when the event of a termination of giving rise to such plans, BHLB shall continue to provide COBRA coverageexpense or service occurs.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) During the Benefit Plan Determination Date period that Company is obligated to pay Executive severance pay pursuant to Section 1(a) above, or, if sooner, until Executive is entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after Executive’s employment with the Company terminates that is substantially comparable in benefits provided, Company shall be eligible provide to participate in group hospitalizationExecutive (and his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents) immediately prior to Executive’s termination date. For purposes of this Agreement, medicalthe term “Welfare Benefits” shall include, without limitation, all life, dental, lifehealth, accident and disability and benefit plans, other similar welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programsplans, and subject to complying with eligibility requirements of any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the respective plans and programsCompany or a Subsidiary. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of Notwithstanding the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (andforegoing, with respect to any Welfare Benefits provided through an insurance policy, the Company’s obligation to provide such plan or program, subject to complying with eligibility requirements and subject to Welfare Benefits following Executive’s termination date shall be limited by the right terms of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposespolicy; provided, however, that (i) the Company shall make reasonable efforts to amend such crediting policy to provide the continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued benefits described in this Section 2(a), the Company shall pay Executive’s cost of service shall not operate comparable replacement coverage. (b) If prior to duplicate any benefit or Executive’s termination date Executive was required to contribute towards the funding cost of a Welfare Benefit as a condition of receiving such Welfare Benefit, the Executive may be required to continue contributing towards the cost of such benefit available Welfare Benefit under the same terms and conditions as applied to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled the Executive immediately prior to continue health the Change in Control in order to receive such Welfare Benefit. (c) In the event that Company is required to provide continuation of medical insurance coverage under COBRA (as defined below), then subject to Executive’s timely election of continued medical insurance coverage in accordance with the applicable provisions of state and federal law (commonly referred to as “COBRA”), the Company will pay Executive’s COBRA premium payments sufficient to continue Executive’s group coverage at its then current level (including dependant coverage, if applicable) (the “COBRA Payments”) until the earlier of (1) the duration of the period in which Executive and Executive’s eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan) and (2) twelve months following the date of Separation from Service (the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the COBRA Payments without violating the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended and the rules and regulations thereunder (the “Code”) or any statute or regulation of similar state law effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), the Company instead shall provide Executive with taxable monthly payments in an amount equal to the monthly COBRA premium (including the premium amount for covered dependents, if any) that Executive would be required to pay to continue Executive’s group health coverage, reduced by applicable tax withholdings, for the remainder of the COBRA Payment Period. (d) During the period that Company is obligated to pay Executive severance pay pursuant to Section 1(a) above, Company shall provide to Executive up to twenty-five thousand dollars ($25,000) of outplacement assistance benefits by a reputable provider at a location to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragedetermined by Executive.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date (a) MEI shall be eligible responsible for (i) continuing to participate in group hospitalizationprovide Company Employees and Former Company Employees and their respective beneficiaries and dependents with welfare benefits, including without limitation life insurance, accidental death and dismemberment insurance, medical, dental, lifevision, short-term and long-term disability benefits (such benefits, collectively, "Welfare Benefits"), for claims incurred before the Closing Date; and other welfare benefit plans (ii) providing Company Employees, Former Company Employees and programs available to similarly-situated employees their respective current and former dependents and beneficiaries with all required continuation coverage under Section 601 et seq. of BHLB, subject ERISA and Section 4980B of the Code for "qualifying events" (as defined in Section 603 of ERISA and the regulations pertaining thereto) occurring on or prior to the terms Closing Date. The Company and the Transferred Subsidiaries shall be solely responsible for providing Company Employees and their beneficiaries and depen dents with the Welfare Benefits that are provided under plans to be established by the Company for claims incurred after the Closing Date; provided, that if as a result of the level of benefits provided by the Company after the Closing Date any employee experiences a "qualifying event" (as defined above) merely as a result of ceasing to participate in the Plans and starting to participate in such plans established by the Company, the Buyer shall compensate MEI for its costs and programs, and subject expenses in providing continuation coverage to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programemployees. For purposes of all employee welfare this Section 5.3(a), a claim for a medical, dental or other similar benefit plansshall be considered to be incurred when the ser vices that are the subject of the claim are performed; a claim for life insurance or other death-related benefits shall be con sidered to be incurred when the death of the covered individual occurs; and a claim for disability benefits or other income-replacement benefits shall be considered incurred as and when such benefits are payable. (b) The Welfare Benefits provided by the Company to Company Employees and their beneficiaries and dependents after the Closing shall be provided without evidence of insurability and without the application of any pre-existing physical or mental condition restrictions, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior except to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available restric tions applied to any Continuing Beacon Federal Employeeparticular individual immediately before the Closing Date. Persons who were employed by Beacon Federal To the extent any such individual has, before the Closing Date, satisfied in whole or in part any Affiliate and who were entitled to continue health coverage under COBRA annual deductible or paid any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law out-of-pocket or co-payment expenses under the Beacon Federal Benefit Plans that are health plans andap plicable plan of MEI and its Affiliates, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of the Company and the Transferred Subsidiar ies in which such individual participates after the event of a termination of such plans, BHLB shall continue to provide COBRA coverageClosing Date.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, medical, dental, life, disability and other Buyer maintains employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect (including retiree medical benefits) for the benefit of the Continuing Beacon Federal Transferred Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants that, in the case of nonunion Transferred Employees are, in the aggregate, comparable to those benefits provided by Seller under its corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treatplans (the "Buyer's Nonunion Welfare Plans"), and in the case of an insured planunion Transferred Employees are identical to those benefits provided to union Transferred Employees under Seller's corresponding welfare benefit plans (the "Buyer's Bargained Welfare Plans"), shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal as in effect immediately prior to the Closing Date. The Buyer's Nonunion Welfare Plans and the Buyer's Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." For purposes of determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions, actively at work requirements, waiting periods, and requirements for evidence of any Continuing Beacon Federal insurability under the Buyer Welfare Plans shall be waived in the Buyer Welfare Plans for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under such plan. (b) Buyer shall provide or cause to be provided retiree medical, dental, and life benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), to each Transferred Employee who is considered to be a "grandfathered employee" (as hereinafter defined), and to each union Transferred Employee who otherwise is eligible for such retiree benefits, under the same extent terms and conditions as applied to such service is recognized under analogous plans, programs Retiree or arrangements of Beacon Federal Transferred Employee immediately prior to the Closing Date, and Seller shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life benefits to any such Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a union or nonunion Transferred Employee, who was at least age 55 with at least 10 years of service as defined in the Seller's Pension Plan by December 31, 1997, and who retires after December 31, 1997. Schedule 10.7 identifies each Active Employee who is a "grandfathered employee" and each union Active Employee who otherwise is eligible for such retiree benefits. Buyer agrees not to terminate or materially modify those post-retirement benefit provisions covering "grandfathered" Transferred Employees, eligible union Transferred Employees, Retirees, their spouses and dependents that are in effect immediately prior to the Closing Date. (c) Within sixty (60) days after the Closing, Seller agrees to transfer to an exempt trust established by Buyer under Section 501(c)(9) of the IRC ("Buyer's VEBA") the amount held under any trust established by Seller under Section 501(c)(9) of the IRC ("Seller's VEBA") to fund post-retirement health care and life insurance benefits for the Business. Such amount shall be determined based upon Seller's internal recordkeeping. Buyer agrees that Buyer's VEBA will apply an amount at least equal to the sum of the assets transferred from Seller's VEBA (and earnings thereon calculated at the rate of return generated by Buyer's VEBA) to provide post-retirement health care and life insurance benefits after the Closing Date to the Retirees and, as service rendered to BHLB applicable, the Transferred Employees who become eligible for such benefits after Closing. Upon Closing, Buyer shall be responsible for all purposes; provided, however, that such crediting obligations of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue Seller to provide COBRA coveragepost-retirement health care and life insurance benefits to such Transferred Employees and Retirees, and Seller and Seller's VEBA shall cease to have any liability, contingent or otherwise, for such benefits.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date 5.8.8.1 The Seller and its Affiliates shall be eligible to participate in group hospitalization, medical, dental, life, disability and other welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect solely responsible for (a) claims for the benefit type of the Continuing Beacon Federal Employees until the later benefits described in Section 3(1) of the open enrollment period with respect to the year following the year in ERISA (whether or not covered by ERISA) under Seller Benefit Plans that are either (x) Foreign Benefit Plans for which the Merger occurs there are neither any book reserves nor any Funded Assets or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan (y) U.S. Benefit Plans (collectively, "Welfare Benefits") that are incurred by or program maintained by BHLB (and, with respect to any such plan Transferred Employee before the applicable Hire Date and any Former Business Employee at any time; (b) claims relating to COBRA Coverage under Seller Benefit Plans attributable to "qualifying events" with respect to any (i) Transferred Employee and his or programher beneficiaries and dependents that occur on or before the applicable Hire Date and (ii) Former Business Employee and his or her beneficiary or dependents that occur any time; and; (c) claims for workers compensation that are incurred by or with respect to any Transferred Employee before the applicable Hire Date. The Purchasers and their respective Affiliates (including the Transferred Subsidiaries) shall be solely responsible for (i) all other claims for Welfare Benefits with respect to Transferred Employees (including claims relating to COBRA Coverage attributable to "qualifying events" with respect to any Transferred Employee and his or her beneficiaries and dependents that occur after the applicable Hire Date), subject and (ii) claims for workers compensation that are incurred by or with respect to complying with eligibility requirements and subject to any Transferred Employee on or after the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programapplicable Hire Date. For purposes of all employee welfare benefit plans, programs and agreements maintained by the foregoing: (A) a EXECUTION COPY -------------- medical/dental claim shall be considered incurred when the services are rendered or contributed to by BHLB, BHLB shall treatthe supplies are provided, and in not when the case condition arose; provided that claims relating to a hospital confinement that begins before the applicable Hire Date but continues thereafter shall be treated as incurred on or before the applicable Hire Date; (B) a disability claim shall be considered incurred on or before the applicable Hire Date if the injury or condition giving rise to the claim occurs on or before the applicable Hire Date and (C) a claim for workers compensation shall be considered to be incurred before the applicable Hire Date only if (I) it arises solely out of an insured plan, injury or condition that occurred before the applicable Hire Date and (II) it does not involve an aggravation of an injury or second injury that occurs on or after the applicable Hire Date. 5.8.8.2 The Seller shall use its best efforts to cause transfer the providers accounts and experience of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized Transferred Employees under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Seller Benefit Plans that are health care or dependent care flexible spending plans andto health care or dependent care flexible spending plans maintained by the Purchasers and/or any of their respective Affiliates (including the Transferred Subsidiaries), in which need not be similar to the event of a termination of such plansapplicable Seller Benefit Plans, BHLB shall continue to provide COBRA coveragethe extent permitted by applicable plan terms and applicable Law.

Welfare Benefits. Each Continuing Beacon Federal (i) Unless otherwise provided under a Seller Welfare Plan, immediately prior to the Effective Time, each Transferred Employee who remains employed on shall cease participation in the Benefit Plan Determination Date welfare benefit plans of Parent and its Affiliates (each, a “Seller Welfare Plan”) and at the Effective Time shall be eligible immediately commence participation in the welfare benefit plans maintained, administered or contributed to participate by Buyer and its Affiliates made available to such Transferred Employees, without any waiting time (to the extent that coverage replaces coverage under a comparable Seller Welfare Plan, in group hospitalization, which such Transferred Employee participated immediately prior to Closing). (ii) For purposes of each welfare benefit plan of Buyer or one of its Affiliates providing medical, dental, lifeand/or pharmaceutical benefits to any Transferred Employee, disability Buyer shall cause all actively-at-work requirements of such plans to be waived for such Transferred Employee and his or her covered dependents (other than limitations or waiting periods that are already in effect with respect to such Transferred Employees and dependents and that have not been satisfied as of the Effective Time). (iii) With respect to Benefit Plans in which benefits are subject to co-payments, coinsurance, deductibles or similar employee cost-sharing requirements, Buyer or one of its Affiliates will take any and all required actions necessary with respect to its SL01DOCS\6494934 corresponding welfare benefit plans to give Transferred Employees full credit for all co-payments, coinsurance, deductibles and programs available to similarlyout-situated employees of BHLB, subject of-pocket maximums satisfied prior to the Effective Time in the same plan year as if the Transferred Employees had maintained continuous coverage under a single welfare benefit plan. (iv) Buyer shall be responsible for providing any “continuation coverage” required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for any Transferred Employee and all “qualified beneficiaries” of any Transferred Employee for whom a “qualifying event” occurs before, at or after the Closing Date. The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under Section 4980B of the Code. (v) As of the Effective Time, Parent shall transfer from medical and dependent care account plans of Parent and its Affiliates (each, a “Seller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer the account balances of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to Transferred Employees with respect to such transferred account balances at or after the Effective Time. Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan for the plan year of the Seller FSA Plan in which the Effective Time occurs. Promptly after the Closing Date, Buyer shall reimburse Seller for benefits paid by the Seller FSA Plans to any Transferred Employee prior to the Effective Time to the extent in excess of the payroll deductions made in respect of such plans and programs, and subject Transferred Employee prior to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period Effective Time with respect to the year following the Seller FSA Plan’s plan year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible Effective Time occurs. Promptly after the Closing Date, Seller shall transfer to become participants Buyer in cash any excess amount credited to the corresponding benefit plan or program maintained by BHLB (and, Seller FSA Plan that results from the Transferred Employees’ payroll deductions credited to the Seller FSA Plan exceeding the total amount of benefits that have been paid under the Seller FSA Plan prior to the Effective Time with respect to any such the Seller FSA Plan’s plan or program, subject to complying with eligibility requirements and subject to year in which the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageEffective Time occurs.

Welfare Benefits. Each Continuing Beacon Federal Commencing as of the Benefits Closing Date, the Buyer shall provide the Assumed Employees and their dependents and beneficiaries (collectively with such Assumed Employees, the "Eligible Individuals") Employee who remains employed on the Welfare Benefit Plan Determination (including severance plans) coverages (i) in each case as provided by Buyer's comparable Employee Benefit Plan, (ii) without application or reapplication of any elimination or waiting period, eligibility period (other than such periods as may be generally applicable to Buyer's employees, and subject to (iii) following), or exclusion of pre-existing condition, and (iii) taking into account each Assumed Employee's service with the Seller through the Closing Date as though such service had been performed with the Buyer only for the purposes of determining vacation, vacation pay, severance benefits and service awards. After the Benefits Closing Date, Seller's comparable group health plan shall also be responsible and liable for any provision subsequent to the Benefits Closing Date of health care coverage otherwise required of Seller's group health plan at such time (determined without regard to the anticipated termination of Seller's group health plan subsequent to the Benefits Closing Date) in respect of any current or former employee (or spouse or child or other eligible dependent of such employee) of Seller whether or not such employee is an Assumed Employee. (d) 401(k) Plan. The parties acknowledge that the Buyer is not assuming the Chiswick Trading Inc. 401(k) Plan ("Seller's 401(k) Plan") but instead that Seller intends to promptly distribute all balances under Seller's 401(k) Plan as soon as practicable following the Closing Date. Each Assumed Employee instead shall be eligible to participate in group hospitalizationthe 401(k) Plan for Employees of New England Business Service, medicalInc.("Buyer's 401(k) Plan") commencing as of July 1, dental, life, disability and other welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements 1997. Service of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of Assumed Employees with the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to Seller through the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or be taken into account for purposes of the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverage.Buyer's 401(k)

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) From and after the Benefit Plan Determination Date Closing and for a period of not less than twelve (12) months after the Closing Date, Purchaser shall be provide group health benefits to Transferring Employees and their eligible dependents under Purchaser's Welfare Plans that are reasonably comparable in the aggregate to participate those provided to the Transferring Employees and their eligible dependents immediately prior to the Closing, provided, however, that Purchaser's Welfare Plans (i) shall have no exclusion for pre-existing conditions in group hospitalization, medical, dental, life, disability and other welfare any medical or dental plan to the extent that such conditions were covered under applicable benefit plans of Seller covering the Transferring Employees; (ii) shall apply any deductible incurred under Seller's medical and programs available dental plans to similarlyany applicable deductible under Purchaser's medical and dental plans; and (iii) shall recognize service with Seller as service with Purchaser for purposes of group welfare plans and service-situated employees of BHLBbased policies and procedures. (b) Except as otherwise provided in this Agreement, subject the Gainesville Services Agreement or otherwise reflected or reserved in the Closing Balance Sheet, Seller shall pay, or shall cause to be paid, in accordance with the terms of such plans any applicable Benefit Plan: (i) any and programsall covered claims of every nature and description relating to any covered medical and dental expenses incurred by (A) the Transferring Employees or Former Employees or their covered dependents prior to the Closing, and subject (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to complying and after the Closing; and (ii) any and all sickness and accident benefits, and disability benefits, for any continuous period of disability or incapacity (as defined in the applicable plan) of (A) a Transferring Employee or Former Employee that commenced prior to the Closing, and (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the Closing. (c) Except as otherwise provided in the Gainesville Services Agreement or otherwise reflected or reserved in the Closing Balance Sheet, Seller shall indemnify and hold Purchaser harmless from and against: (i) any and all Losses arising out of or in connection with eligibility requirements of the respective plans and programs. With respect or relating to any welfare benefit plan or program of Beacon Federal that BHLB determines, claims incurred in its sole connection with any medical and absolute discretion, provides benefits of dental expenses by (A) the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Transferring Employees until the later of the open enrollment period with respect and Former Employees and their covered dependents prior to the year following Closing, and (B) all employees of Seller and its Affiliates other than the year Transferring Employees or Former Employees or their covered dependents prior to and after the Closing; (ii) Any and all Losses arising out of or in which connection with or relating to any and all occupational disease claims arising out of or relating to the Merger occurs employment by Seller of (A) any Transferring Employee or each Continuing Beacon Federal Former Employee becomes eligible prior to become participants the Closing, and (B) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the Closing; and (iii) Any and all Losses arising out of or in the corresponding benefit plan connection with or program maintained by BHLB (andrelating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any such plan illness, accident, injury or programdeath of (A) the Transferring Employees, subject to complying with eligibility requirements Former Employees and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal their covered dependents occurring prior to the Closing, and (B) as service rendered all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to BHLB and after the Closing. (d) Purchaser shall indemnify and hold Seller harmless from and against: (i) any and all Losses arising out of or in connection with or relating to any claims incurred in connection with any medical and dental expenses by the Transferring Employees and Former Employees and their covered dependents after the Closing; (ii) any and all Losses arising out of or in connection with or relating to any and all occupational disease claims arising out of or relating to the employment by Purchaser of any Transferring Employee after the Closing; and (iii) any and all Losses arising out of or in connection with or relating to any and all sickness, accident, life insurance and disability benefits claims, with respect to any illness, accident, injury or death of the Transferring Employees and Former Employees and their covered dependents occurring after the Closing. (e) Purchaser shall indemnify and hold Seller harmless from and against any and all Losses incurred in connection with Purchaser's failure, during the twelve (12) months immediately following the Gainesville Transition Expiration Date, to provide to any Gainesville Transition Employee who becomes a Transferring Employee, group health benefits that are reasonably comparable in the aggregate to those provided by Seller immediately prior to the Closing. (f) Purchaser shall be responsible for and bear the entire cost and expense of the ARC sick leave benefit program for all purposes; providedActive Employees, howeverNon-Active Employees and Gainesville Transition Employees in each instance as of the time any of the foregoing become Transferring Employees ("Sick Leave Obligations") and the Retiree Medical Obligations, that regardless of the amounts accrued for such crediting items on the Closing Balance Sheet. The description of service the ARC sick leave benefit program and the amounts to which Employees have accumulated thereunder as of the Closing and the description of the Retiree Medical Obligations and the amounts to which the plan participants have become eligible thereunder as of the Closing are set forth on Schedule 8.03(f) of the Disclosure Package. (g) Seller shall not operate be responsible for and bear the entire cost and expense of all workers' compensation claims arising out of the employment of (i) the Transferring Employees and Former Employees prior to duplicate any benefit the Closing, and (ii) all employees of Seller and its Affiliates other than the Transferring Employees or Former Employees or their covered dependents prior to and after the funding Closing. (h) Purchaser shall be responsible for and bear the entire cost and expense of such benefit available all workers' compensation claims arising out of the employment of the Transferring Employees after the Closing. (i) To the extent adequately reflected on the Closing Balance Sheet, plan year 2003 deferrals and reimbursements by or to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate Transferring Employees under Seller's flexible spending accounts shall be carried over and who were entitled applied to continue health coverage Transferring Employees' accounts under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragePurchaser's flexible spending accounts.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) During the Benefit Plan Determination Date period that the Company is obligated to pay Executive severance pay pursuant to Section 1(a) above (i.e., the 12-month period following Executive’s Separation from Service) or, if sooner, until Executive becomes entitled to Welfare Benefits (as defined below) under any plan maintained by any entity employing Executive after Executive’s employment with the Company or a Subsidiary terminates, the Company shall be eligible provide to participate in group hospitalizationExecutive (and his/her spouse and other qualified dependents) all Welfare Benefits that Company provided to Executive (and his/her spouse and qualified dependents) immediately prior to Executive’s termination. For purposes of this Agreement, medicalthe term “Welfare Benefits” shall include, without limitation, all life, dental, lifevision, health, accident and disability and benefit plans, other similar welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programsplans, and subject to complying with eligibility requirements of any equivalent successor policy, plan, program or arrangement that may now exist or be adopted hereafter by the respective plans and programs. With respect to any welfare benefit plan Company or program of Beacon Federal a Subsidiary that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants provide reasonably equivalent Welfare Benefits in the corresponding benefit plan aggregate as the predecessor policy, plan, program or program maintained arrangement (and which policies, plans, programs or arrangements may be freely modified or cancelled at any time by BHLB (andthe Company or a Subsidiary). Notwithstanding the foregoing, with respect to any Welfare Benefits provided through an insurance policy, the Company’s obligation to provide such plan or program, subject to complying with eligibility requirements and subject to Welfare Benefits following Executive’s termination shall be limited by the right terms of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposespolicy; provided, however, that such crediting of service (i) the Company shall make reasonable efforts (which efforts shall not operate include incurring additional cost) to duplicate any benefit amend such policy to provide the continued coverage described in this Section 2(a) and (ii) if such policy is not amended to provide the continued coverage described in this Section 2(a), the Company shall pay Executive the lesser of an amount equal to what Executive’s COBRA premiums would have been or Executive’s cost of comparable replacement coverage. (b) If, prior to Executive’s termination, Executive was required to contribute towards the funding cost of a Welfare Benefit as a condition of receiving such Welfare Benefit, Executive may be required to continue contributing towards the cost of such benefit available Welfare Benefit under the same terms and conditions as applied to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled Executive immediately prior to continue health such termination in order to receive such Welfare Benefit. (c) In the event that the Company is required to provide continuation of medical insurance coverage under COBRA or any similar (as defined below), then subject to Executive’s timely election of continued medical insurance coverage in accordance with the applicable provisions of state and federal law shall (commonly referred to as “COBRA”), the Company will pay Executive’s COBRA premium payments sufficient to continue to be Executive’s group coverage at its then current level (including dependent coverage, if applicable) (the “COBRA Payments”) until the earlier of (i) the duration of the period in which Executive and Executive’s eligible dependents are enrolled in such COBRA coverage (and not otherwise entitled to coverage by another employer’s group health plan) and (ii) 12 months following the date of Separation from Service. If the Company’s health plan is self-insured as opposed to fully insured, the amount of any COBRA coverage and coverage under similar state law under Payments paid by the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB Company shall continue be treated as taxable income to provide COBRA coverageExecutive.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (1) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, Buyer or one of its Affiliates maintains or adopts, as of the Closing Date, one or more employee welfare benefit plans, including medical, health, dental, flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Transferred Employees until (the later of "Buyer Welfare Plans"). During the open enrollment period beginning with respect the Closing Date and ending on December 31, 2003, the Buyer Welfare Plans shall provide pre-retirement benefits for the Transferred Employees (and their dependents and beneficiaries) that are comparable in the aggregate to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible pre-retirement benefits provided to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements similarly situated employees of Buyer and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programits Affiliates. For purposes of all employee determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare benefit plans, programs and agreements plans maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions or requirements for evidence of any Continuing Beacon Federal Employee (insurability under the Buyer Welfare Plans shall be waived, except to the same extent such service is recognized under analogous plansnot permitted by the applicable insurance carrier, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; Transferred Employees provided, however, that any such crediting of service waiver shall not operate result in greater coverage for a Transferred Employee than the coverage such Transferred Employee was entitled to duplicate under a Seller Welfare Plan. Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in accordance with the corresponding Seller Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. This Agreement does not impose any benefit requirement on Buyer to provide post-retirement medical or the funding of such benefit available other post-retirement welfare plan coverage to any Continuing Beacon Federal Transferred Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled , except to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law the extent required under the Beacon Federal Benefit Plans that are health plans and, in continuation of coverage provisions of Section 4980B of the event of a termination of such plans, BHLB shall continue to provide COBRA coverageCode and COBRA.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date Buyer shall be eligible to participate in group hospitalization, responsible for all (i) claims for medical, dental, life, disability dental and other welfare benefit plans prescription drug benefits incurred by or with respect to the Transferred Employees and programs available to similarly-situated former employees of BHLB, subject to the terms of such plans Seller (and programstheir dependents), and subject (ii) claims relating to complying COBRA coverage attributable to "qualifying events" incurred by or with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan Transferred Employee or program former employee of Beacon Federal that BHLB determinesSeller (and any dependent thereof), in its sole Seller shall be responsible for any and absolute discretion, provides all claims for workers compensation benefits for all Transferred Employees and former employees of the same type Seller with respect to all work-related injuries which occurred prior to the Closing, provided Buyer notifies Seller (directed to the attention of Xxxxx Xxxxxxxx) within three (3) business days of any report of such injury to Buyer (or class as a corresponding plan one of its affiliates) by the employee. In addition, on the Closing Date and for the balance of the 1999 calendar year, Buyer (or program one of its affiliates) shall cause to be maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal all Transferred Employees until the later and all former employees of the open enrollment period Seller for whom benefits are being provided under the Spinnaker Industries Flexible Benefits Plan (the "FLEX PLAN") as of the Closing Date (together with the Transferred Employees, the "FLEX EMPLOYEES"), a plan substantially identical to the Flex Plan. As soon as practicable thereafter, the Seller shall cause to be transferred to the Buyer the credit or debit balances in the various spending accounts under the Flex Plan along with any net cash amount attributable to those balances for the Flex Employees. Following such transfer, Buyer (or one of its affiliates) shall be responsible for all liabilities for all Flex Employees under the Buyer's Plan. Further, Buyer shall be responsible for all severance payments owing to any Transferred Employee except that Seller, promptly after receiving written notice from Buyer (or one of its affiliates) shall reimburse Buyer (or one of its affiliates) for all costs (including payroll taxes) relating to the provision of any severance benefits and payments made to any Transferred Employee, up to a maximum reimbursement, when combined with any reimbursement of severance pursuant to Section 7.2(a) of the Stock Purchase Agreement, of $700,000.00. Buyer also shall be responsible for all disability claims filed after Closing with respect to the year following Transferred Employees, except that Seller shall remain responsible for any long term or short term disability benefits payable under the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (andSpinnaker Industries Short Term and Long Term Disability Plans, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB extent such benefits are insured, the disability began or is found to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal have begun prior to the Closing Date Date, and the disability claim was not filed by a former employee of the Buyer (or one of its affiliates) after such Employee was involuntarily terminated from employment by the Buyer (or one of its affiliates). Seller shall cooperate with Buyer in effecting an assignment to Buyer of any Continuing Beacon Federal Employee (policies of insurance for the provision of health or welfare benefits to the same extent such service Transferred Employees and former employees of Seller and any other individual who is recognized under analogous plansnot a Transferred Employee or former employee of Seller and administrative contracts relating thereto, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed if requested by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageBuyer.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date shall be eligible to participate in group hospitalization, medical, dental, life, disability and other welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements (i) Effective as of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determinesClosing Date, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all Purchaser shall establish employee welfare benefit plans, programs including but not limited to medical and agreements maintained by or contributed to by BHLBdental, BHLB shall treatdisability, group life, travel and accident, and accidental death and dismemberment insurance plans, which (x) provide continuous coverage to Business Employees and their eligible spouses and dependents, (y) credit service with Sellers or their Affiliates for purposes of eligibility and benefit levels, and (z) for medical and dental benefits, waive any pre- existing condition limitations and credit the amount of any copayments and deductibles incurred during the calendar year of the Closing. (ii) Effective as of the Closing Date, Purchaser shall be responsible for all employee welfare benefit plan claims (whether for insurance, benefits or otherwise) with respect to Business Employees and Inactive Employees and their eligible spouses and dependents, whether incurred prior to or after the Closing Date. Sellers shall cooperate with Purchaser in transferring to Purchaser applicable insurance company reserves associated with claims covering Business Employees and Inactive Employees currently receiving benefits from the Westinghouse Long Term Disability Plan or Management Disability Benefit Plans. Sellers shall pay or cause to be paid medical, dental and other welfare benefit claims incurred but not paid in the case of an insured planordinary course, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date with respect to Business Employees and Inactive Employees and Purchaser shall reimburse and indemnify the Sellers for the amount of any Continuing Beacon Federal Employee such Payments. (iii) As of the Closing Date Purchaser shall adopt a plan or plans providing retiree medical and other retiree welfare benefits for Business Employees and their eligible spouses and dependents (such plans and their successors the "Purchaser FAS ------------- 106 Plans") that is substantially similar to such plan or plans maintained --------- by CBS or its Affiliates in the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal U.S. immediately prior to the ClosingClosing Date for its domestic Business Employees, their eligible spouses and dependents (the "WELCO FAS 106 Plans") so that during the Benefits Maintenance Period ------------------- the combination of the Purchaser FAS 106 Plans and the WELCO FAS 106 Plans (as modified as described in clause (iv) below) provide the same benefit and the same cost sharing (with retirees) as service rendered if such Business Employees continued under the WELCO FAS 106 Plans as in effect on the Closing Date without change. The Purchaser FAS 106 Plans will provide that the benefits payable under such plans will be offset by the benefits provided under the WELCO FAS 106 Plans, as to BHLB be amended as described in subsection (iv) below. During the Benefits Maintenance Period, Purchaser shall continue without adverse change the Purchaser FAS 106 Plans. (iv) CBS shall establish a new plan to provide FAS 106 coverage or amend the WELCO FAS 106 Plans effective as of the Closing Date to provide that CBS obligations under such plans with respect to Business Employees shall be limited in each calendar year, commencing with the Closing Date, to the amounts set forth in Schedule 5.5(f)(iv) of the Disclosure Schedule (the "OPEB Schedule"), as described below. The OPEB Schedule shall be ------------- updated by CBS after the Closing Date to reflect Business Employees as of the Closing Date. CBS may amend the WELCO FAS 106 Plans after the Benefits Maintenance Period to conform to the provisions of the Purchaser FAS 106 Plans after the Benefits Maintenance Period. Such payment obligations shall be cumulative so that if a scheduled payment is not made in full in any year because the aggregate benefit payment required is less than the scheduled payment, the balance not paid out shall be carried forward to the next year. Such payments represent the accrued obligations of CBS as calculated under FAS 106, for post-retirement benefit obligations other than pensions as of the Closing Date with respect to Business Employees, their eligible spouses and dependents under the WELCO FAS 106 Plans (the "FAS 106 Obligation"). Such payments under the WELCO FAS 106 Plans, as ------------------ adjusted as described below, shall be the only obligation of CBS to Business Employees their eligible spouses and dependents (or to the Purchaser) with respect to post-retirement welfare benefits. Purchaser shall indemnify CBS for any liability to Business Employees, their eligible spouses and dependents for all purposes; provided, however, that such crediting post-retirement welfare benefits (including retiree medical and retiree life) (other than amounts paid by CBS or a Sold Subsidiary prior to the Closing Date) other than obligations of service CBS under the WELCO FAS 106 Plans as described in this subsection (iv) and subsection (v). The payment obligations of CBS under the OPEB Schedule shall be actuarially adjusted downwards in the event of an "actuarial gain" (as defined 76 below) arising from any of the following events (a "FAS 106 Event") ------------- (whether applicable to some or all of the Business Employees): (A) a change in the benefit design (including but not operate to duplicate any benefit or the funding of such benefit available limited to any Continuing Beacon Federal Employee. Persons who were employed reduction of benefit levels or reduction or freezing of the employer portion of benefit costs) or plan termination by Beacon Federal or any Affiliate the Purchaser of the Purchaser FAS 106 Plans applicable to Business Employees, their eligible spouses and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, dependents (e.g. in the event of a termination of such plansthe Purchaser FAS 106 Plans, BHLB the OPEB Schedule shall continue be reduced to zero (0)), (B) an increase in the contribution rate paid (other than an increase proportionate to an increase in overall plan costs or an increase provided by plan provisions) by Business Employees, their eligible spouses and dependents instituted by the Purchaser under the Purchaser FAS 106 Plans, (C) the enactment of legislation which reduces or eliminates the requirement of the Purchaser to provide COBRA coverageretiree benefits under the Purchaser FAS 106 Plans, (D) a Disposition, (E) a closing of a plant or plants by Purchaser (other than the Pensacola Plant), or (F) a WARN Event. Such adjustment shall be made as of the January 1 following the calendar year in which the FAS 106 Event occurs. Actuarial gain, for purposes of this Section 5.5(f)(iv), shall be determined by the CBS Actuary as of the Closing Date, for the purpose of calculating the FAS 106 Obligation. Such gain shall be determined with respect to the WELCO FAS 106 Plans as if the FAS 106 Event applied to the WELCO FAS 106 Plans to the same extent and as of the same date they apply to the Purchaser FAS 106 Plans and shall be measured by the difference between the OPEB Schedule (or as subsequently modified pursuant to this Section 5.5(f)(iv)) (the "Existing Schedule") and the OPEB Schedule that ----------------- would have been determined as of the Closing Date to reflect the FAS 106 Liability, if the FAS 106 Event were known as of the Closing Date (the "Revised Schedule"). To determine whether the change from the Existing ---------------- Schedule to the Revised Schedule would result in an actuarial gain, the scheduled payments under each schedule (whether resulting in a gain or a loss) shall be discounted back to the first day of the calendar year in which the FAS 106 Event occurred, utilizing the discount rate utilized by CBS as of December 31, 1997 to determine its APBO for FAS 106 purposes (the "Discount Rate"). In no event shall any actuarial losses in connection ------------- with the Purchaser FAS 106 Plans (other than arising as a result of a FAS 106 Event which results in a net actuarial gain) offset any actuarial gains as calculated under this Section 5.5(f)(iv). If the result of discounting the scheduled payments would result in the Revised Schedule having a lower present value obligation than the Existing Schedule, the Revised Schedule shall be substituted for the Existing Schedule as the OPEB Schedule. In no event shall the OPEB Schedule ever be increased, except to the extent required by a final, non-appealable court order or as otherwise agreed to by the parties, but in any event the OPEB Schedule shall not be increased above the amount as in effect immediately prior to the change that triggered the reduction in question. Any payment made by CBS hereunder that exceeds a payment obligation for any year based on a Revised Schedule, shall be utilized to reduce a future payment obligation under the Revised Schedule. (v) The Purchaser and CBS shall cooperate with each other so that, to the maximum extent practicable, benefits shall be paid and administered under the WELCO FAS 106 Plans and the Purchaser FAS 106 Plans as applicable to Business Employees, through the third-party service provider to be selected by Purchaser, subject to consent of CBS, not to be unreasonably withheld. Any expenses allocable to CBS under such arrangement shall reduce CBS's payment obligation under the CBS FAS 106 Plans as reflected by the OPEB Schedule on a dollar-for-dollar basis. Purchaser shall notify CBS within thirty days after any FAS 106 Event and shall cooperate with CBS in providing data to determine any adjustments in the OPEB Schedule. (vi) Subject to the requirements of applicable law, CBS shall use all reasonable efforts to cash out Business Employees and Former Employees from a trust qualified under Section 501(c)(9) of the Code maintained by CBS (the Retiree Health Care Security Fund). To the extent such trust does not make such distributions prior to the Closing Date, CBS shall cause the transfer to a trust established by Purchaser satisfying the requirements of Section 501(c)(9) of the Code of the funds in such trust allocable to such Business Employees and Former Employees. The trust to be established by the Purchaser shall have terms substantially similar to the terms of the CBS Trust.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, Buyer maintains medical, health, dental, flexible spending account, accident, life, short-term disability, long-term disability and other employee welfare benefit plans and programs available (including retiree medical benefits) to similarly-situated employees Transferred Employees that, in the case of BHLB, subject nonunion Transferred Employees are substantially similar to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any those benefits provided by Seller under its corresponding welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of plans (the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat"Buyer's Nonunion Welfare Plans"), and in the case of an insured planunion Transferred Employees are identical to those benefits provided to union Transferred Employees under Seller's corresponding welfare benefit plans (the "Buyer's Bargained Welfare Plans"), shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal as in effect immediately prior to the Closing Date. The Buyer's Nonunion Welfare Plans and the Buyer's Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." For purposes of determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions, actively at work requirements, waiting periods, and requirements for evidence of any Continuing Beacon Federal insurability under the Buyer Welfare Plans shall be waived in the Buyer Welfare Plans for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under such plan. (b) Buyer shall provide or cause to be provided retiree medical, dental, and life benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), to each Transferred Employee who is considered to be a "grandfathered employee" (as hereinafter defined), and to each union Transferred Employee who otherwise is eligible for such retiree benefits, under the same extent terms and conditions as applied to such service is recognized under analogous plans, programs Retiree or arrangements of Beacon Federal Transferred Employee immediately prior to the Closing Date, and Seller shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life benefits to any such Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a union or nonunion Transferred Employee, who was at least age 55 with at least 10 years of service as defined in the Seller's Pension Plan by December 31, 1997, and who retires after December 31, 1997. Schedule 10.7 identifies each Active Employee who is a "grandfathered employee" and each union Active Employee who otherwise is eligible for such retiree benefits. Buyer agrees not to terminate or materially modify those post-retirement benefit provisions covering "grandfathered" Transferred Employees, eligible union Transferred Employees, Retirees, their spouses and dependents that are in effect immediately prior to the Closing Date. (c) Within sixty (60) days after the Closing, Seller agrees to transfer to an exempt trust established by Buyer under Section 501(c)(9) of the IRC ("Buyer's VEBA") the amount held under any trust established by Seller under Section 501(c)(9) of the IRC ("Seller's VEBA") to fund post-retirement health care and life insurance benefits for the Business. Such amount shall be determined based upon Seller's internal recordkeeping. Buyer agrees that Buyer's VEBA will apply an amount at least equal to the sum of the assets transferred from Seller's VEBA (and earnings thereon calculated at the rate of return generated by Buyer's VEBA) to provide post-retirement health care and life insurance benefits after the Closing Date to the Retirees and, as service rendered to BHLB applicable, the Transferred Employees who become eligible for such benefits after Closing. Upon Closing, Buyer shall be responsible for all purposes; provided, however, that such crediting obligations of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue Seller to provide COBRA coveragepost-retirement health care and life insurance benefits to such Transferred Employees and Retirees, and Seller and Seller's VEBA shall cease to have any liability, contingent or otherwise, for such benefits.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) As of and after the Benefit Plan Determination Date Effective Time, Buyer shall be eligible to participate in group hospitalization, medical, dental, life, disability and other responsible for all benefits arising from claims of Employees under employee welfare benefit plans applicable to Employees of the B-Line Business with respect to claims incurred on or after the Closing Date. Buyer shall provide benefits to eligible employees pursuant to this Section 7.2 notwithstanding any waiting periods or pre-existing condition restrictions which may be contained in any of Buyer's applicable welfare benefit plans or programs which are applicable to any of the Employees following the Effective Time. Sellers shall use their reasonable best efforts to assist in establishing, at Buyer's cost, transition arrangements which allow Buyer to continue to provide welfare benefits which are self-insured. Upon request, Sellers will allow Buyer to install its Cyborg payroll and programs available to similarlyhuman resources software at the B-situated employees of BHLB, subject Line Business prior to the terms of such plans and programsClosing Date, and subject such software shall remain the property of Buyer. (b) Sellers shall retain all liability and be responsible for retiree welfare benefits to complying with eligibility requirements be provided to current retirees of the respective plans B-Line Business and programs. With respect to any welfare benefit plan or program Current Employees (as of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period date benefits commence under the Sigma-Aldrxxx Xxxporation Retirement Security Value Plan or the date the Current Employee ceases employment with Buyer or any affiliate of Buyer or member of its controlling group) who have met the age and service eligibility requirements as of the Effective Time. Current Employees who have not met the age and service eligibility requirements as of the Effective Time shall not be eligible for retiree welfare benefits from Seller, and Buyer shall assume and be solely responsible for any retiree welfare benefits to which such Current Employees may be entitled after the Effective Time and shall indemnify and hold Sellers harmless with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragethereto.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) McGraw-Hill agrees to continue coverage of Shepard'x Xxxxxxxxl under the Benefit Plan Determination Date shall be McGraw-Hill group welfare benxxxx plans up to the Xxxxxxx Xxxe and to provide benefits to or re- imburse covered Shepard's Personnel for eligible to participate in group hospitalization, medical, dental, life, disability health care and other oxxxx xxxxible welfare benefit plans expenses and programs available services in- curred up to similarly-situated employees of BHLB, subject to the Closing Date in accordance with the terms of such plans and programsplans. (b) In connection with Times Mirror's obligation to provide welfare benefits to the Shepard's Transferred Employees under one or more Replacement Plans pursuant to Section 10A.03, and subject to complying with eligibility requirements the extent permitted by the terms of the respective plans and programs. With respect applicable Replace- ment Plan, Times Mirror shall cause each Replacement Plan to waive any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period pre-existing condition exclusions thereunder with respect to the year following Shepard's Transferred Employees to the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants extent that such employees are enrolled in the corresponding benefit applicable group health plan or program maintained by BHLB of McGraw-Hill as of the Closing Date. Notwithstanding any other provision herein to the contrary, McGraw-Hill will retain all of its obligations to provide post-retirement medi- cal coverage to (andi) Shepard's Transferred Employees who, as of the Closing Date, (a) have been credited with at least ten years of service under the applicable Shepard's Post-Retirement Plan, (b) have attained at least age 55 and (c) are otherwise eligible for such benefits under the terms of the applicable Shepard's Post-Retirement Plan in effect as of the Closing Date, and (ii) Shepard's Retirees with respect to any expenses and services incurred by such plan individuals on or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to after the Closing Date in accordance with the terms of any Continuing Beacon Federal Employee (the applicable Shepard's Post-Retirement Plan as in effect from time to the same extent such service is recognized under analogous plans, programs time with re- spect to similarly situated retirees or arrangements employees of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposesMcGraw- Hill; provided, however, that such crediting of service shall not operate to duplicate in order for any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue Shepard's Trans- ferred Employee to be entitled eligible to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, participate in the event of a termination of such plans, BHLB shall continue to provide COBRA coverage.any Shepard's

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on Effective as of the Benefit Plan Determination Date Closing Date, Buyer shall establish or cause to be eligible established, at its own expense, benefit plans to participate in group hospitalizationprovide life insurance, medicalhealth care, dentaldental care, lifeaccidental death and dismemberment insurance, disability and other welfare group non-pension benefits for the Transferred Employees (collectively, "Buyer's Welfare Benefit Plans") from and after the Closing Date. Effective as of the Closing Date, such Transferred Employees who participate in Seller's life insurance, health care, dental care, accidental death and dismemberment insurance, disability and other group non-pension benefit plans and programs available to similarly-situated employees of BHLBarrangements (collectively, subject "Seller's Welfare Benefit Plans") according to the terms thereof ("Participating Employees") shall cease to participate in Seller's Welfare Benefit Plans and shall commence participation in Buyer's Welfare Benefit Plans. No waiting period or exclusion from coverage of any pre-existing medical condition shall apply to any such Participating Employee's participation in Buyer's Welfare Benefit Plans after the Closing Date, and all charges and expenses of such plans Participating Employees, and programstheir eligible dependents, which were applied to the deductible and out-of-pocket maximums under Seller's Welfare Benefit Plans during the plan year of Seller in which the Closing Date falls shall be credited toward any deductible and out-of-pocket maximum applicable in the plan year of Buyer in which the Closing Date falls. Transferred Employees who are not Participating Employees ("Non-Participating Employees") shall become participants in Buyer's Welfare Benefit Plans on the Closing Date in accordance with, and subject to complying to, the membership, eligibility and coverage requirements thereof; provided, that Buyer shall grant full credit for purposes of any such membership, eligibility or coverage requirement under Buyer's Welfare Benefit Plans, including any waiting period or period of exclusion from coverage of any pre-existing medical conditions, for all service of such Non-Participating Employees with eligibility Seller recognized for such purposes as of the Closing Date under Seller's Welfare Benefit Plans. Effective as of the Closing Date and in accordance with the requirements of IRS Revenue Ruling 2002-32, 2002-1 C.B. 1069 (June 6, 2002), Buyer shall assume responsibility for flexible spending accounts of Transferred Employees under the respective plans Seller's Welfare Benefit Plans from which the Transferred Employees may receive reimbursement of certain health care and programsdependent day care expenses to the extent that Seller has transferred the applicable payroll deductions to such Welfare Benefit Plans' administrator or otherwise accounted for such payroll deductions on the Financial Statements or on the Closing Statement. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax Seller shall retain responsibility under Seller's Welfare Benefit Plans for all amounts payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit reason of the Continuing Beacon Federal claims incurred by Participating Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized Date, and Buyer shall be responsible under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB Buyer's Welfare Benefit Plans for all purposes; provided, however, that such crediting amounts payable by reason of service shall not operate to duplicate any benefit claims incurred by the Transferred Employees on or after the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageClosing Date.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be Closing Date, Buyer includes the Transferred Employees to the extent they are otherwise eligible to participate in group hospitalization, medical, dental, life, disability and other the employee welfare benefit plans and programs available (including retiree medical benefits) applicable to similarlythe other non-situated union gas utility employees of BHLB, subject to Buyer (the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program"Buyer Welfare Plans"). For purposes of all employee determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare benefit plans, programs and agreements plans maintained by or contributed Citizens on the Closing Date (hereinafter referred to by BHLBcollectively as the "Citizens Welfare Plans"). Any restrictions on coverage for pre-existing conditions, BHLB shall treatactively at work requirements, waiting periods, and requirements for evidence of insurability (with respect to life insurance and long term disability coverage) under the Buyer Welfare Plans shall be waived in the case Buyer Welfare Plans for Transferred Employees to the extent that such Transferred Employees are covered by Citizens' Welfare Plans immediately prior to Closing, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of- pocket maximums applicable to them during the plan year of an insured planthe Citizens Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Citizens shall use its best efforts deliver to cause Buyer a list of the providers of Transferred Employees who had credited service under a Citizens Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under each such plan. (b) Buyer shall provide or cause to be provided retiree medical, program dental and life insurance benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), including those Retirees who were retirees at the xxxx Xxxxxx purchased LGS ("LGS Retirees"), under the same or arrangement better terms and conditions as applied to treat such Retirees immediately prior to the Closing Date, and shall provide or cause to be provided retiree medical benefits to each Transferred Employee under the same terms and conditions as otherwise applied to non-union gas utility employees retiring from Buyer at the time such Transferred Employee retires from the Buyer. Citizens shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life insurance benefits to any Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a Transferred Employee or Retiree who was at least age 55 with at least 10 years of service with Beacon Federal as defined in the Citizens' Pension Plan by December 31, 1997, and who either retired on or after August 1, 1997 and on or prior to December 31, 1997 or was an employee of Citizens on December 31, 1997 and retires after December 31, 1997. Schedule 10.7 identifies each "grandfathered employee." Buyer agrees that, in the event it ever terminates or materially adversely modifies, those retiree medical, dental and life insurance benefits covering LGS Retirees and Retirees who are "grandfathered employees", their spouses and dependents from those in effect immediately prior to the Closing Date of any Continuing Beacon Federal Employee (or in the event it ever terminates or materially adversely modifies those retiree medical benefits provided to the same extent such service is recognized under analogous plansthose Transferred Employees who are "grandfathered employees", programs or arrangements of Beacon Federal their spouses and dependents from those provided by Buyer to Buyer's non-union gas utility employees immediately prior to the ClosingClosing Date, Buyer will indemnify and hold harmless Sellers Indemnitees from any and all Loss in connection therewith. Buyer's obligations under this Section 10.7(b) as service rendered are subject to BHLB for all purposes; providedand conditioned upon the truth and accuracy of the representation and warranty contained in Section 5.13(f), however, that and if such crediting of service shall representation and warranty is determined at any time not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage true and coverage accurate, Buyer shall have no further obligations under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coveragethis Section 10.7(b).

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date (a) MEI shall be eligible responsible for (i) continuing to participate in group hospitalizationprovide Company Employees and Former Company Employees and their respective beneficiaries and dependents with welfare benefits, including without limitation life insurance, accidental death and dismemberment insurance, medical, dental, lifevision, short-term and long-term disability benefits (such benefits, collectively, "Welfare Benefits"), for claims incurred before the Closing Date; and other welfare benefit plans (ii) providing Company Employees, Former Company Employees and programs available to similarly-situated employees their respective current and former dependents and beneficiaries with all required continuation coverage under Section 601 et seq. of BHLB, subject ERISA and Section 4980B of the Code for "qualifying events" (as defined in Section 603 of ERISA and the regulations pertaining thereto) occurring on or prior to the terms Closing Date. The Company and the Transferred Subsidiaries shall be solely responsible for providing Company Employees and their beneficiaries and dependents with the Welfare Benefits that are provided under plans to be established by the Company for claims incurred after the Closing Date; provided, that if as a result of the level of benefits provided by the Company after the Closing Date any employee experiences a "qualifying event" (as defined above) merely as a result of ceasing to participate in the Plans and starting to participate in such plans established by the Company, the Buyer shall compensate MEI for its costs and programs, and subject expenses in providing continuation coverage to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programemployees. For purposes of all employee welfare this Section 5.3(a), a claim for a medical, dental or other similar benefit plansshall be con sidered to be incurred when the services that are the subject of the claim are performed; a claim for life insurance or other death-related benefits shall be considered to be incurred when the death of the covered individual occurs; and a claim for disability benefits or other income-replacement benefits shall be considered incurred as and when such benefits are payable. (b) The Welfare Benefits provided by the Company to Company Employees and their beneficiaries and dependents after the Closing shall be provided without evidence of insur ability and without the application of any pre-existing physical or mental condition restrictions, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior except to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available restrictions applied to any Continuing Beacon Federal Employeeparticular individual immediately before the Closing Date. Persons who were employed by Beacon Federal To the extent any such individual has, before the Closing Date, satisfied in whole or in part any Affiliate and who were entitled to continue health coverage under COBRA annual deductible or paid any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law out-of-pocket or co-payment expenses under the Beacon Federal Benefit Plans that are health plans andapplicable plan of MEI and its Affiliates, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of the Company and the Transferred Subsidiaries in which such individual participates after the event of a termination of such plans, BHLB shall continue to provide COBRA coverageClosing Date.

Welfare Benefits. Each Continuing Beacon Federal (i) From and after the Closing Date, Buyer shall, and shall cause the applicable Transferred Entity to, credit each Business Employee who remains employed with the same amount of service as was credited by the Transferred Entities or their Affiliates prior to the Closing Date (A) for eligibility and vesting purposes and (B) for purposes of vacation accrual and severance benefit determinations, in the case of each of (A) and (B) under any benefit or compensation plan, program, agreement or arrangement of Buyer or the Transferred Entities in which such Business Employee participates on or after the Benefit Plan Determination Date Closing Date. In addition, Buyer shall cause the applicable Transferred Entity to (x) cause to be eligible waived all pre-existing condition exclusions and eligibility waiting periods under any employee benefit plan in which any of the Business Employees commence to participate following the Closing Date (any such plan, a “New Plan”) to the extent waived or satisfied by the Business Employee under any comparable employee benefit plan of the Transferred Entities and their Affiliates in group hospitalizationwhich the Business Employee was participating immediately prior to the Closing Date and (y) cause any deductible, medicalco-insurance and covered out-of-pocket expenses paid by any Business Employee (or covered dependent thereof) under any employee benefit plan of the Transferred Entities and their Affiliates in which the Business Employee was participating in the plan year in which commencement of participation in the New Plan occurs to be taken into account for purposes of satisfying the corresponding deductible, dentalcoinsurance and maximum out-of-pocket provisions under any applicable New Plan in the year of initial participation. Buyer shall use best efforts to cause to be waived all actively-at-work requirements and similar limitations and evidence of insurability requirements under any New Plan to the extent waived or satisfied by the Business Employee under any comparable benefit plan of the Transferred Entities and their Affiliates in which the Business Employee participating immediately prior to the Closing Date. (ii) Seller and its Affiliates shall administer and pay Liabilities with respect to the Business Employees employed in the United States (and former employees of the Business who are on COBRA coverage as of immediately prior to the Closing Date) and their spouses, life, disability dependents and other beneficiaries under Seller’s and its Affiliates’ welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal Liabilities incurred prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposesDate; provided, however, that such crediting Buyer shall, or shall cause its Affiliates to, reimburse Seller and its Affiliates (other than the Transferred Entities), within 30 Business Days of service shall not operate to duplicate any benefit or written invoice therefore, for the funding amount of such benefit available Liabilities that are paid by Seller and its Affiliates (and not covered by stop-loss insurance coverage). Except as otherwise provided in this Agreement, Buyer and its Affiliates shall be solely responsible for Liabilities incurred with respect to each Business Employee and their spouses, dependents and beneficiaries under any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal of Buyer’s or any Affiliate Transferred Entity’s welfare benefit plans and who were entitled to continue health coverage under COBRA programs for Liabilities incurred prior to, on or any similar state law after the Closing Date. For purposes of this Section 4.4(c)(ii), for purposes of determining whether a Business Employee shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are welfare benefit plans maintained by Seller and its Affiliates prior to the Closing Date, (A) a claim for health plans andbenefits (including claims for medical, prescription drug, vision and dental expenses) will be deemed to have been incurred on the date on which the related medical service or material was rendered to or received by the employee or beneficiary claiming any such benefits; and (B) in the case of any claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurrence of the event giving rise thereto. (iii) Nothing contained herein, express or implied, is intended to confer upon any employee of a termination any Transferred Entity any right to continued employment for any period or continued receipt of any specific employee benefit, or shall constitute an amendment to or any other modification of any New Plan or employee benefit plan of the Transferred Entities and their Affiliates in which the Business Employee was participating immediately prior to the Closing Date. (iv) Buyer shall cause the applicable Transferred Entity to recognize and honor accrued but unused paid time-off of each Business Employee. (v) Buyer agrees that Buyer shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all individuals (for the avoidance of doubt, other than Retained Employees) who are “M&A qualified beneficiaries” as such plans, BHLB shall continue to provide COBRA coverageterm is defined in Treasury Regulation Section 54.4980B-9.

Welfare Benefits. Each Continuing Beacon Federal (i) Immediately prior to the Base Effective Time, each U.S. Transferred Employee who remains employed on shall cease participation in the Benefit Plan Determination Date welfare benefit plans of Seller and its Affiliates (each, a “Seller Welfare Plan”) and at the Base Effective Time shall be eligible immediately commence participation in the welfare benefit plans maintained, administered or contributed to participate by Buyer and its Affiliates made available to such U.S. Transferred Employees, without any waiting time (to the extent that coverage replaces coverage under a comparable Seller Welfare Plan, in group hospitalization, which such U.S. Transferred Employee participated immediately prior to the Base Closing). (ii) For purposes of each welfare benefit plan of Buyer or one of its Affiliates providing medical, dental, lifeand/or pharmaceutical benefits to any U.S. Transferred Employee, disability Buyer shall use commercially reasonable efforts to cause all pre-existing condition exclusions and other welfare benefit plans and programs available to similarlyactively-situated employees of BHLB, subject to the terms at-work requirements of such plans to be waived for such U.S. Transferred Employee and programs, his or her covered dependents (other than limitations or waiting periods that are already in effect with respect to such U.S. Transferred Employees and subject to complying with eligibility requirements dependents and that have not been satisfied as of the respective plans and programs. Base Effective Time). (iii) With respect to Benefit Plans in which benefits are subject to co-payments, deductibles or similar thresholds, Buyer or one of its Affiliates will take any welfare benefit and all reasonably required actions necessary to give full credit for all co-payments, deductibles and maximum out-of-pocket requirements satisfied prior to the Base Effective Time in the same plan or program year as if there had been a single continuous employer. (iv) Seller shall have sole responsibility for providing “continuation coverage” required under the Consolidated Omnibus Budget Reconciliation Act of Beacon Federal 1985, as amended, for any U.S. Transferred Employee and all “qualified beneficiaries” of any U.S. Transferred Employee for whom a “qualifying event” occurs prior to the Base Effective Time (including all qualifying events that BHLB determines, occur in its sole and absolute discretion, provides benefits connection with the consummation of the same type transactions contemplated by this Agreement). The terms “continuation coverage,” “qualified beneficiaries” and “qualifying event” shall have the meanings ascribed to them under Section 4980B of the Code. (v) Immediately prior to the Base Effective Time, Seller shall transfer from medical and dependent care account plans of Seller and its Affiliates (each, a “Seller FSA Plan”) to one or class as a corresponding plan more medical and dependent care account plans established or program maintained designated by BHLBBuyer the account balances of U.S. Transferred Employees, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect and Buyer shall be responsible for the benefit obligations of the Continuing Beacon Federal Seller FSA Plans to provide benefits to U.S. Transferred Employees until with respect to such transferred account balances at or after the later Base Effective Time. Each U.S. Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under the applicable Seller FSA Plan for the plan year of the open enrollment period Seller FSA Plan in which the Base Effective Time occurs. Promptly after the Base Closing Date, Buyer shall reimburse Seller for benefits paid by the Seller FSA Plans to any U.S. Transferred Employee prior to the Base Effective Time to the extent in excess of the payroll deductions made in respect of such U.S. Transferred Employee prior to the Base Effective Time with respect to the year following the Seller FSA Plan’s plan year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible Base Effective Time occurs. Promptly after the Base Closing Date, Seller shall transfer to become participants Buyer in cash any excess amount credited to the corresponding benefit plan or program maintained by BHLB (and, Seller FSA Plan that results from the U.S. Transferred Employees’ payroll deductions credited to the Seller FSA Plan exceeding the total amount of benefits that have been paid under the Seller FSA Plan prior to the Base Effective Time with respect to any such the Seller FSA Plan’s plan or program, subject to complying with eligibility requirements and subject to year in which the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverageBase Effective Time occurs.

Welfare Benefits. Each Continuing Beacon Federal Employee (1) As of the date of this Agreement, Transferred Employees participate in certain welfare benefit plans listed on Schedule 6.2(b)(1) that will be assumed by Buyer for the benefit of Transferred Employees (such assumed plans are collectively referred to as the "Transferred Welfare Plans"). Prior to the Closing, Seller shall amend the Transferred Welfare Plans, if necessary, and take any other action necessary so that one of the Transferred Subsidiaries is the sponsor of the Transferred Welfare Plans as of the Closing and that only Transferred Employees participate in the Transferred Welfare Plans. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees covered by the Transferred Welfare Plans. During the period beginning with the Closing Date and ending on December 31, 2003, Buyer shall, at its option, either (1) continue to maintain the Transferred Welfare Plans for the benefit of Transferred Employees (and their dependents, as applicable), (2) in lieu of one or more Transferred Welfare Plan, permit Transferred Employees to participate in pre-retirement welfare benefit plans covering Transferred Employees (and their dependents, as applicable) that are the same (or comparable in the aggregate to) the pre-retirement welfare plans maintained by Buyer or an Affiliate thereof for the benefit of its similarly situated active employees of Buyer (and their dependents, as applicable) who remains employed on the Benefit Plan Determination Date shall are not Transferred Employees or (3) arrange for Transferred Employees to be eligible to participate in group hospitalization, medical, dental, life, disability and other pre-retirement welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements under a combination of the respective plans and programspreceding clauses. With respect to This Agreement does not impose any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of requirement on the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue to provide COBRA coverage.Acquired Entities or

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on (a) Buyer shall take all action necessary and appropriate to ensure that, as of the Benefit Plan Determination Date shall be eligible to participate in group hospitalizationClosing Date, medical, dental, life, disability and other Buyer maintains employee welfare benefit plans and programs available to similarly-situated employees of BHLB, subject to the terms of such plans and programs, and subject to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect (including retiree medical benefits) for the benefit of the Continuing Beacon Federal Transferred Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants that, in the case of nonunion Transferred Employees are, in the aggregate, comparable to those benefits provided by Seller under its corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or program. For purposes of all employee welfare benefit plans, programs and agreements maintained by or contributed to by BHLB, BHLB shall treatplans (the "Buyer's Nonunion Welfare Plans"), and in the case of an insured planunion Transferred Employees are identical to those benefits, shall use its best efforts provided to cause union Transferred Employees under Seller's corresponding welfare benefit plans (the providers of each such plan"Buyer's Bargained Welfare Plans"), program or arrangement to treat the service with Beacon Federal as in effect immediately prior to the Closing Date. The Buyer's Nonunion Welfare Plans and the Buyer's Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." For purposes of determining eligibility to participate, and entitlement to benefits, in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding welfare plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for pre-existing conditions, actively at work requirements, waiting periods, and requirements for evidence of any Continuing Beacon Federal insurability under the Buyer Welfare Plans shall be waived in the Buyer Welfare Plans for Transferred Employees, and Transferred Employees shall receive credit under the Buyer Welfare Plans for co-payments, payments under a deductible limit made by them, and for out-of-pocket maximums applicable to them during the plan year of the Seller Welfare Plan in which the Closing Date occurs. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Transferred Employees who had credited service under a Seller Welfare Plan, together with each such Transferred Employee's service, co-payment, deductible and out-of-pocket payment amounts under such plan. (b) Buyer shall provide or cause to be provided retiree medical, dental, and life benefits to each retiree of the Business identified in Schedule 10.7 as updated as of the Closing Date (the "Retirees"), to each Transferred Employee who is considered to be a "grandfathered employee" (as hereinafter defined), and to each union Transferred Employee who otherwise is eligible for such retiree benefits, under the same extent terms and conditions as applied to such service is recognized under analogous plans, programs Retiree or arrangements of Beacon Federal Transferred Employee immediately prior to the Closing Date, and Seller shall have no obligation or liability, contingent or otherwise, to provide retiree medical, dental or life benefits to any such Retiree or Transferred Employee on or after the Closing Date. For purposes of this Section 10.7, a "grandfathered employee" is a union or nonunion Transferred Employee, who was at least age 55 with at least 10 years of service as defined in the Seller's Pension Plan by December 31, 1997, and who retires after December 31, 1997. Schedule 10.7 identifies each Active Employee who is a "grandfathered employee" and each union Active Employee who otherwise is eligible for such retiree benefits. Buyer agrees not to terminate pr materially modify those mst-retirement benefit provisions covering "grandfathered" Transferred Employees, eligible union Transferred Employees, Retirees. Their spouses and dependents that are in effect immediately prior to the Closing Date. (c) Within sixty (60) days after the Closing, Seller agrees to transfer to an exempt trust established by Buyer under Section 501(c)(9) of the IRC ("Buyer's VEBA") the amount held under any trust established by Seller under Section 501(c)(9) of the IRC ("Seller's VEBA") to fund post-retirement health care and life insurance benefits for the Business. Such amount shall be determined based upon Seller's internal recordkeeping. Buyer agrees that Buyer's VEBA will apply an amount at least equal to the sum of the assets transferred from Seller's VEBA (and earnings thereon calculated at the rate of return generated by Buyer's VEBA) to provide post-retirement health care and life insurance benefits after the Closing Date to the Retirees and, as service rendered to BHLB applicable, the Transferred Employees who become eligible for such benefits after Closing. Upon Closing, Buyer shall be responsible for all purposes; provided, however, that such crediting obligations of service shall not operate to duplicate any benefit or the funding of such benefit available to any Continuing Beacon Federal Employee. Persons who were employed by Beacon Federal or any Affiliate and who were entitled to continue health coverage under COBRA or any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law under the Beacon Federal Benefit Plans that are health plans and, in the event of a termination of such plans, BHLB shall continue Seller to provide COBRA coveragepost-retirement health care and life insurance benefits to such Transferred Employees and Retirees, and Seller and Sellers VEBA shall cease to have any liability, contingent or otherwise, for such benefits.

Welfare Benefits. Each Continuing Beacon Federal Employee who remains employed on the Benefit Plan Determination Date (a) MEI shall be eligible responsible for (i) continuing to participate in group hospitalizationprovide Company Employees and Former Company Employees and their respective beneficiaries and dependents with welfare benefits, including without limitation life insurance, accidental death and dismemberment insurance, medical, dental, lifevision, short-term and long-term disability benefits (such benefits, collectively, "Welfare Benefits"), for claims incurred before the Closing Date; and other welfare benefit plans (ii) providing Company Employees, Former Company Employees and programs available to similarly-situated employees their respective current and former dependents and beneficiaries with all required continuation coverage under Section 601 et seq. of BHLB, subject ERISA and Section 4980B of the Code for "qualifying events" (as defined in Section 603 of ERISA and the regulations pertaining thereto) occurring on or prior to the terms Closing Date.. The Company and the Transferred Subsidiaries shall be solely responsible for providing Company Employees and their beneficiaries and dependents with the Welfare Benefits that are provided under plans to be established by the Company for claims incurred after the Closing Date; provided, that if as a result of the level of benefits provided by the Company after the Closing Date any employee experiences a "qualifying event" (as defined above) merely as a result of ceasing to participate in the Plans and starting to participate in such plans established by the Company, the Buyer shall compensate MEI for its costs and programs, and subject expenses in providing continuation coverage to complying with eligibility requirements of the respective plans and programs. With respect to any welfare benefit plan or program of Beacon Federal that BHLB determines, in its sole and absolute discretion, provides benefits of the same type or class as a corresponding plan or program maintained by BHLB, BHLB shall, unless financially burdensome or resulting in an excise tax payable by BHLB under Code Section 4980D, continue such Beacon Federal plan or program in effect for the benefit of the Continuing Beacon Federal Employees until the later of the open enrollment period with respect to the year following the year in which the Merger occurs or each Continuing Beacon Federal Employee becomes eligible to become participants in the corresponding benefit plan or program maintained by BHLB (and, with respect to any such plan or program, subject to complying with eligibility requirements and subject to the right of BHLB to terminate or amend such plan or program) so that each Continuing Beacon Federal Employee employed by BHLB has no gap in coverage under any hospitalization, medical, dental, life, disability or other welfare plan or programemployees. For purposes of all employee welfare this Section 5.3(a), a claim for a medical, dental or other similar benefit plansshall be considered to be incurred when the services that are the subject of the claim are performed; a claim for life insurance or other death-related benefits shall be considered to be incurred when the death of the covered individual occurs; and a claim for disability benefits or other income-replacement benefits shall be considered incurred as and when such benefits are payable. (b) The Welfare Benefits provided by the Company to Company Employees and their beneficiaries and dependents after the Closing shall be provided without evidence of insurability and without the application of any pre-existing physical or mental condition restrictions, programs and agreements maintained by or contributed to by BHLB, BHLB shall treat, and in the case of an insured plan, shall use its best efforts to cause the providers of each such plan, program or arrangement to treat the service with Beacon Federal prior except to the Closing Date of any Continuing Beacon Federal Employee (to the same extent such service is recognized under analogous plans, programs or arrangements of Beacon Federal prior to the Closing) as service rendered to BHLB for all purposes; provided, however, that such crediting of service shall not operate to duplicate any benefit or the funding of such benefit available restrictions applied to any Continuing Beacon Federal Employeeparticular individual immediately before the Closing Date. Persons who were employed by Beacon Federal To the extent any such individual has, before the Closing Date, satisfied in whole or in part any Affiliate and who were entitled to continue health coverage under COBRA annual deductible or paid any similar state law shall continue to be entitled to COBRA coverage and coverage under similar state law out-of-pocket or co-payment expenses under the Beacon Federal Benefit Plans that are health plans andapplicable plan of MEI and its Affiliates, such individual shall be credited therefor under the corresponding provisions of the corresponding plan of the Company and the Transferred Subsidiaries in which such individual participates after the event of a termination of such plans, BHLB shall continue to provide COBRA coverageClosing Date.