EMPLOYER CONTRIBUTION IS EQUAL TO THE MAXIMUM RATE PROVIDED UNDER THE TERMS OF
THE APPLICABLE PLANS FOR THE YEAR IN WHICH THE DATE OF TERMINATION OCCURS (OR,
IF MORE FAVORABLE TO THE EXECUTIVE, OR IN THE EVENT THAT AS OF THE DATE OF
TERMINATION THE RATE OF ANY SUCH CONTRIBUTION FOR
8
SUCH YEAR IS NOT DETERMINABLE, THE RATE OF CONTRIBUTION UNDER THE PLANS FOR THE
PLAN YEAR ENDING IMMEDIATELY PRIOR TO THE EFFECTIVE DATE) AND (IV) TO THE EXTENT
THAT THE COMPANY'S CONTRIBUTIONS ARE DETERMINED BASED ON THE CONTRIBUTIONS OR
DEFERRALS OF THE EXECUTIVE, THAT THE EXECUTIVE'S CONTRIBUTION OR DEFERRAL
ELECTIONS, AS APPROPRIATE, ARE THOSE IN EFFECT IMMEDIATELY PRIOR THE DATE OF
TERMINATION; AND
(2)
FOR THREE YEARS AFTER THE EXECUTIVE'S DATE
OF TERMINATION, OR SUCH LONGER PERIOD AS MAY BE PROVIDED BY THE TERMS OF THE
APPROPRIATE PLAN, PROGRAM, PRACTICE OR POLICY (THE "BENEFIT CONTINUATION
PERIOD"), THE COMPANY SHALL PROVIDE HEALTH CARE AND LIFE INSURANCE BENEFITS TO
THE EXECUTIVE AND/OR THE EXECUTIVE'S FAMILY AT LEAST EQUAL TO, AND AT THE SAME
AFTER-TAX COST TO THE EXECUTIVE AND/OR THE EXECUTIVE'S FAMILY, AS THOSE THAT
WOULD HAVE BEEN PROVIDED TO THEM IN ACCORDANCE WITH THE PLANS, PROGRAMS,
PRACTICES AND POLICIES PROVIDING HEALTH CARE AND LIFE INSURANCE BENEFITS AND AT
THE BENEFIT LEVEL DESCRIBED IN SECTION 3(B)(4) IF THE EXECUTIVE'S EMPLOYMENT HAD
NOT BEEN TERMINATED OR, IF MORE FAVORABLE TO THE EXECUTIVE, AS IN EFFECT
GENERALLY AT ANY TIME THEREAFTER WITH RESPECT TO OTHER PEER EXECUTIVES OF THE
COMPANY AND THE AFFILIATED COMPANIES AND THEIR FAMILIES; PROVIDED, HOWEVER, THAT
THE HEALTH CARE BENEFITS PROVIDED DURING THE BENEFIT CONTINUATION PERIOD SHALL
BE PROVIDED IN SUCH A MANNER THAT SUCH BENEFITS (AND THE COSTS AND PREMIUMS
THEREOF) ARE EXCLUDED FROM THE EXECUTIVE'S INCOME FOR FEDERAL INCOME TAX
PURPOSES AND IF THE COMPANY REASONABLY DETERMINES THAT PROVIDING CONTINUED
COVERAGE UNDER ONE OR MORE OF ITS HEALTH CARE BENEFIT PLANS CONTEMPLATED HEREIN
COULD BE TAXABLE TO THE EXECUTIVE, THE COMPANY SHALL PROVIDE SUCH BENEFITS AT
THE LEVEL REQUIRED HEREBY THROUGH THE PURCHASE OF INDIVIDUAL INSURANCE COVERAGE;
PROVIDED, HOWEVER, THAT, IF THE EXECUTIVE BECOMES RE-EMPLOYED WITH ANOTHER
EMPLOYER AND IS ELIGIBLE TO RECEIVE HEALTH CARE AND LIFE INSURANCE BENEFITS
UNDER ANOTHER EMPLOYER-PROVIDED PLAN, THE HEALTH CARE AND LIFE INSURANCE
BENEFITS PROVIDED HEREUNDER SHALL BE SECONDARY TO THOSE PROVIDED UNDER SUCH
OTHER PLAN DURING SUCH APPLICABLE PERIOD OF ELIGIBILITY.
FOR PURPOSES OF
DETERMINING ELIGIBILITY (BUT NOT THE TIME OF COMMENCEMENT OF BENEFITS) OF THE
EXECUTIVE FOR RETIREE WELFARE BENEFITS PURSUANT TO THE RETIREE WELFARE BENEFIT
PLANS, THE EXECUTIVE SHALL BE CONSIDERED TO HAVE REMAINED EMPLOYED UNTIL THE END
OF THE BENEFIT CONTINUATION PERIOD AND TO HAVE RETIRED ON THE LAST DAY OF SUCH
PERIOD, AND THE COMPANY SHALL TAKE SUCH ACTIONS AS ARE NECESSARY TO CAUSE THE
EXECUTIVE TO BE ELIGIBLE TO COMMENCE IN THE APPLICABLE RETIREE WELFARE BENEFIT
PLANS AS OF THE APPLICABLE BENEFIT COMMENCEMENT DATE.
IN ORDER TO COMPLY WITH
SECTION 409A OF THE CODE, (I) THE AMOUNT OF LIFE INSURANCE BENEFITS THAT THE