Common use of Welfare Plans Clause in Contracts

Welfare Plans. Effective as of the Closing Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. (a) (i) Effective as of the Closing Plan Transition Date, Purchaser the participation of each Worthington Steel Employee who is a participant in a New Worthington Welfare Plan shall provide group healthautomatically cease and (ii) New Worthington shall cause a member of the Worthington Steel Group (A) to have in effect, life insuranceno later than the Plan Transition Date, long term disability Worthington Steel Welfare Plans providing health and other welfare and fringe benefit plan coverage and benefits (for the purposes benefit of this Section 6.8each Worthington Steel Employee with terms that are substantially similar to those provided by the applicable New Worthington Welfare Plan to the applicable Worthington Steel Employee immediately prior to the date on which such Worthington Steel Welfare Plans become effective; and (B) effective on and after the date of cessation described in subsection (i) above, “Purchaser’s Healthto fully perform, pay and discharge all claims of Worthington Steel Employees or Former Worthington Steel Service Providers, including but not limited to any claims incurred under any New Worthington Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of Plan on or prior to the Closing Date and who otherwise qualify for date on which such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache EmployeesWorthington Steel Welfare Plans become effective, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees that remain unpaid as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one which such Worthington Steel Welfare Plans become effective, regardless of whether any such claim was presented for payment prior to, on or more of Seller’s Health, Welfare and Fringe Benefit Plans, after such date. (b) Notwithstanding anything to the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement contrary in this regardSection 3.1, to the extent any Worthington Steel Employee is, as of the Plan Transition Date, receiving payments as part of any short-term disability program that is part of any New Worthington Welfare Plan, such Worthington Steel Employee’s rights to continued short-term disability benefits (i) will end under the New Worthington Welfare Plan as of the Plan Transition Date; and (ii) all remaining rights will be recognized under the comparable Worthington Steel Welfare Plan as of the Plan Transition Date, and the remainder (if any) of such Worthington Steel Employee’s short-term disability benefits will be paid by the Worthington Steel Welfare Plan. To the extent such Worthington Steel Employee who is on short-term disability as of the Plan Transition Date under the New Worthington Welfare Plan and who subsequently qualifies for long-term disability benefits, such Worthington Steel Employee shall receive long-term disability benefits from the New Worthington Welfare Plan instead of from the Worthington Steel Welfare Plan; provided, however, that all other welfare benefits for such disabled Worthington Steel Employee shall be provided by the Worthington Steel Welfare Plan. (c) As soon as practicable following the Distribution Date and if and to the extent not effected prior to the Distribution Date, New Worthington (acting directly or through any other member of the New Worthington Group) shall, in accordance with Revenue Ruling 2002-32, cause the portion of the New Worthington Cafeteria Plan applicable to the Worthington Steel Employees to be segregated into a separate component and the account balances in such component to be transferred to the Worthington Steel Cafeteria Plan, which will include any health flexible spending account and dependent care plan. The Worthington Steel Cafeteria Plan shall reimburse New Worthington or the New Worthington Cafeteria Plan to the extent amounts were paid by the New Worthington Cafeteria Plan and not collected from the applicable Worthington Steel Employee and such amounts are subsequently collected by the Worthington Steel Cafeteria Plan with respect to such Worthington Steel Employee.

Welfare Plans. (a) Effective as of the Closing DateEffective Time, Purchaser shall Buyer will provide group healthto each Continued Employee benefits under Buyer's "employee welfare benefit plans", life insuranceas defined in Section 3(1) of ERISA, long term disability and other employee benefit welfare and or fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Buyer Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate in all material respects to (i) such benefits provided by Buyer to its similarly situated employees immediately prior to the Effective Time, (ii) such benefits provided by the Company to such employee immediately prior to the Effective Time, or (iii) any combination of such benefits described in (i) and (ii) above as Seller’s healthBuyer shall determine in its sole discretion; provided, life insurancehowever, welfare and fringe that after the Effective Time, Buyer expressly reserves the right to amend, modify or terminate any employee benefit, benefit plans provide (plan or program for or for the purposes benefit of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Continued Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage thereof and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plansapplicable law. (b) Parent, the parties shall enter into Company or the Parent Welfare Benefit Plans Assignment will remain liable for, and Assumption Agreement pay, perform and discharge when due, all Liabilities relating to Continued Employees in this regardrespect of claims covered by the Parent Welfare Benefit Plans with respect to medical and retiree medical (including vision care and prescription drugs), hospitalization and dental services rendered or expenses incurred on or prior to the Closing Date (whether such claims are submitted prior to, on or after the Closing Date). Buyer or the Buyer Welfare Benefit Plans will be liable for, and pay, perform and discharge when due, all Liabilities relating to Continued Employees in respect of claims covered by the Buyer Welfare Benefit Plans with respect to medical (including vision care and prescription drugs), hospitalization and dental services rendered or expenses incurred after the Closing Date. Parent, the Company or the Parent Welfare Benefit Plans will remain liable for, and pay, perform and discharge when due, all Liabilities relating to Continued Employees in respect of claims covered by the Parent Welfare Benefit Plans with respect to all other employee welfare benefits (including travel, accident and short- and long-term disability) arising out of illnesses, injuries, accidents, events, actions, occurrences or conditions occurring or existing at or prior to the Closing Date (whether such claims are submitted prior to, on or after the Closing Date). (c) Parent or the Company or the Parent Welfare Benefit Plans will remain liable and pay, perform and discharge, when due all Liabilities relating to employees and former employees of the Business who do not become Continued Employees, including with respect to claims relating to employee welfare benefits.

Welfare Plans. (a) Continued Employees and their dependents who are eligible to participate in Seller's current welfare benefits plans, programs or arrangements shall be eligible to participate in the welfare benefits plans, programs or arrangements maintained or established by Buyer ("Buyer's Welfare Plans"), effective as of the Closing Date. Effective as of the Closing Date, Purchaser any and all limitations as to pre-existing conditions and actively-at-work exclusions and waiting periods under Buyer's Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint be waived by Buyer with respect to Continued Employees and Apache Employees who are offered and accept employment with Purchaser their eligible dependents to the extent satisfied under Seller's applicable Welfare Plans. In addition, effective as of the Closing Date, Buyer shall cause Buyer's Welfare Plans to recognize any out-of-pocket health care expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date and during the calendar year in which such Closing Date occurs for purposes of determining their deductibles and out-of-pocket maximums under Buyer's Welfare Plans. Seller shall retain responsibility under Seller's welfare plans for claims relating to expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date. Buyer shall have responsibility under Buyer's Welfare Plans for claims relating to expenses incurred by Continued Employees and their eligible dependents on and after the Closing Date. (b) Effective as of the Closing Date, Buyer shall have in effect health care and dependent care reimbursement account plans for the benefit of each Continued Employee, the terms of which shall (i) be identical in all material respects to the Flexible Reimbursement Account Plans for Management and Weekly Employees of Seller ("Seller's Reimbursement Account Plans") as in effect on the Closing Date and (ii) give full effect to, and continue in effect, salary reduction elections made under Seller's Reimbursement Account Plans. Prior to the Closing Date, Seller shall cause the accounts of Continued Employees under Seller's Reimbursement Account Plans to be segregated into separate health care and dependent care reimbursement accounts (the "Segregated Reimbursement Accounts"), and such Segregated Reimbursement Accounts shall be transferred to and assumed by Buyer as of the Closing Date. (c) Buyer shall, subject to any applicable laws, provide a retiree health program identical in all material respects to Seller's retiree health program as in effect on the Closing Date to each Continued Employee who otherwise qualify for such coverage or benefits. In terminates his employment with Buyer within three years after the Closing Date, in the case of Hourly Newsprint Employees a Continued Non-Union Employee, and Hourly Apache Employees, such coverage on or benefits shall provide substantially comparable coverage and benefits in prior to the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for expiration date of the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and Agreement, in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employeesa Continued Union Employee, Purchaser shall offer substantially comparable coverage and benefits and, in each case, who at the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except time of such termination of employment satisfies the eligibility requirements for including such retiree health and program provided by Buyer; provided, however, that Seller shall remain liable, pursuant to Seller's retiree life insurance. Purchaser may assume and continue any or health program, for all of Seller’s HealthContinued Employees who satisfy, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit PlansClosing Date, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement eligibility requirements then in this regardeffect for Seller's retiree health program.

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans (including retiree medical and fringe benefit plan coverage and benefits (life) for the purposes benefit of this Section 6.8, “Purchaser’s Health, (i) the non-bargained Transferred Employees (the "Non-Union Welfare Plans") and Fringe Benefit (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans”) for Newsprint Employees "). The Non-Union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered and accept employment with Purchaser hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of 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 plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller's Welfare Plans"). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as plan year of the Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, 's Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of corresponding Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.'s Welfare

Welfare Plans. Effective (a) Parent or its Affiliates (other than the Purchased Companies) will retain all Liabilities for claims incurred by a Transferred Employee (and his or her eligible spouse and dependents) on or prior to the applicable Transfer Time under the Employee Benefit Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA and all short term disability, salary continuation, severance plans or arrangements (the “Welfare Plans”). For this purpose, claims under any medical, dental, vision, or prescription drug plan that is a Welfare Plan generally will be deemed to be incurred on the date that the service giving rise to such claim is performed and not when such claim is made. Claims for disability under any long or short term disability plan that is a Welfare Plan will be incurred on the date the Transferred Employee has the disabling event with respect to the condition giving rise to such disability and not when the Transferred Employee is determined to be eligible for benefits under the applicable Welfare Plan. Purchaser will provide or cause to be provided any continuation coverage required under Part 6 of Title I of ERISA or applicable state law (“COBRA”) to each Transferred Employee (or their eligible spouse or dependants) who is a “qualified beneficiary” as that term is defined in COBRA and whose first “qualifying event” (as defined in COBRA) occurs after the applicable Transfer Time. (b) As soon as practicable after the applicable Transfer Time and except as otherwise contemplated under the Transition Services Agreement, Parent or its Affiliates, as applicable, will spin-off and transfer to the cafeteria plan qualifying under Section 125 of the Code maintained by Purchaser (the “Purchaser Cafeteria Plan”) the health care and dependent care flexible spending reimbursement accounts under the cafeteria plan of Parent and its Affiliates qualifying under Section 125 of the Code (the “Parent Cafeteria Plan”) belonging to the Transferred Employees who become participants in the Purchaser Cafeteria Plan (“FSA Participants”). As soon as practicable following the applicable Transfer Time, Parent and its Affiliates shall cause to be transferred in cash from Parent Cafeteria Plan to the Purchaser Cafeteria Plan the excess, if any, of the aggregate accumulated contributions made by FSA Participants thereunder prior to the applicable Transfer Time during the year in which the applicable Transfer Time occurs to the Parent Cafeteria Plan over the aggregate reimbursement payouts made to the FSA Participants prior to the applicable Transfer Time for such year from the Parent Cafeteria Plan. If the aggregate reimbursement payouts from the flexible spending reimbursement accounts under the Parent Cafeteria Plan made by FSA Participants prior to the applicable Transfer Time during the plan year in which the applicable Transfer Time occurs exceed the aggregate accumulated contributions made prior to the applicable Transfer Time to such accounts for such plan year by the FSA Participants, Purchaser shall cause such excess to be transferred to Parent as soon as practicable following the applicable Transfer Time. Parent and its Affiliates (other than the Purchased Companies) will have no liability with respect to Purchaser’s Section 125 flexible spending plan after the applicable Transfer Time, including liability for any claims incurred prior to the applicable Transfer Time. (c) Purchaser shall, or shall cause its Affiliates to, assume and honor all paid time off days (“PTO Days”) accrued, but not yet taken by Transferred Employees as of the Closing Date, under the terms of Parent’s paid time off policy (it being understood that Purchaser shall provide group healthand its Affiliates may, life insuranceto the extent permitted under applicable Law, long term disability deduct from the number of PTO Days made available to any Transferred Employee under the paid time off policies of Purchaser and other welfare and fringe benefit plan coverage and benefits (for its Affiliates, the purposes number of this Section 6.8PTO Days taken prior to the applicable Transfer Time by such Transferred Employee in the applicable year); provided that unless otherwise required under applicable Law, “Purchaser’s Healthobligation to honor such accrued but not yet taken PTO Days shall not extend beyond the calendar year in which the Closing occurs. Not later than 10 Business Days following the applicable Transfer Time, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Parent shall deliver to Purchaser a schedule setting forth the number of PTO Days accrued as of the Closing Date applicable Transfer Time by the applicable Transferred Employee under Parent’s paid time off policy. (d) Parent shall, and who otherwise qualify for such coverage shall cause its Affiliates to, undertake all provision of information and documentation to, and consultations, discussions or benefits. In negotiations with, any unions, work councils and other employee representatives which represent Business Employees (collectively, the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit PlansEmployee Representatives”) and otherwise comply to the extent required by applicable Law in connection with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employeestransactions contemplated hereby. In To the case of Salaried Employeesextent required by applicable Law, Purchaser and its Affiliates shall offer substantially comparable coverage cooperate with respect to the foregoing, including by providing such information and benefits in the aggregate documentation as provided under Seller’s Health, Welfare Parent and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser its Affiliates or any Employee Representative may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardreasonably request.

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.8, 3(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) (“Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees that are sponsored by the New Diamond Entities (“Old Welfare Plans”) and Apache Employees who are offered shall commence participation in Welfare Plans sponsored by Retained Entities (“New Welfare Plans”). New Diamond will provide administrative services and accept employment with Purchaser support to the New Welfare Plans following the Closing Date, as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all ▇▇▇▇▇▇▇’▇ compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all ▇▇▇▇▇▇▇’▇ compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all ▇▇▇▇▇▇▇’▇ compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a ▇▇▇▇▇▇▇’▇ compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective as (a) As of the Closing DateTime of Distribution, Purchaser shall provide group healththe Company and the Company Subsidiaries will have established or assumed, life insuranceand will cover Conexant Participants under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Conexant Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, to the Welfare Plans and other employee welfare benefit and fringe benefit plans provide arrangements maintained by Rockwell and its Subsidiaries (including members of the Company Group) immediately prior to the Time of Distribution ("Rockwell Welfare Plans") for the benefit of Conexant Participants, with such changes or amendments thereto as the Company may deem appropriate. (b) The Conexant Welfare Plans will provide for the immediate participation of those Conexant Participants who participated in the Rockwell Welfare Plans immediately prior to the Time of Distribution. The Conexant Welfare Plans will credit each Conexant Participant for all Conexant Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of this Section 6.8such Conexant Participant under the Rockwell Welfare Benefit Plans immediately prior to the Time of Distribution, “Seller’s Healthincluding service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Conexant Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Plans”lifetime maximum benefits with respect to Conexant Participants under the corresponding Rockwell Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Conexant Participants under the corresponding Rockwell Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Conexant Participants except to the extent such limitations applied to such Conexant Participants under the corresponding Rockwell Welfare Plan immediately before such Conexant Welfare Plan became effective; and otherwise comply (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Conexant Participants who were participating in the corresponding Rockwell Welfare Plan immediately before such Conexant Welfare Plan became effective. (c) The Company and the Company Subsidiaries will credit each Conexant Employee with the relevant Collective Bargaining Agreements unused vacation days and in part shall provide for Purchaser’s assumption personal and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees sickness days accrued in accordance with the terms vacation and personnel policies and labor agreements of Rockwell and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period Company Group) applicable to such employees in effect immediately prior to the Time of service with Seller or Apache shall be counted Distribution. (d) From and after the Time of Distribution, except as if it had been service for Purchaser in determining eligibility for the coverage and benefits specifically set forth in this Section 6.8. Attached Agreement, the Company and the Company Subsidiaries will assume or retain, as Schedule 6.8 is a list the case may be, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities in respect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to employee welfare and fringe benefits (including, without limitation, medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Rockwell Welfare and Fringe Benefit Plans, the parties shall enter into Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. Without limiting the generality of the foregoing, from and after the Time of Distribution, the Company and the Company Subsidiaries (or where appropriate, the Conexant Welfare Benefit Plans) will assume, will be solely responsible for and will fully perform, pay and discharge all Liabilities in respect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Rockwell Welfare Plans, the Conexant Welfare Plans Assignment or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and Assumption Agreement whether any claim is made with respect thereto before, at or after the Time of Distribution. (e) From and after the Time of Distribution, except as specifically set forth in this regardAgreement, Rockwell and the Rockwell Subsidiaries will assume or retain, as the case may be, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities in respect of Rockwell Participants (and claims by or relating to Rockwell Participants) with respect to employee welfare and fringe benefits (including, without limitation, medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Rockwell Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. Without limiting the generality of the foregoing, from and after the Time of Distribution, Rockwell and the Rockwell Subsidiaries (or where appropriate, the Rockwell Welfare Plans) will assume or retain, as the case may be, will be solely responsible for and will fully perform, pay and discharge all Liabilities in respect of Rockwell Participants (and claims by or relating to Rockwell Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Rockwell Welfare Plans or otherwise, whether incurred before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (f) The Company and Rockwell will cooperate in making all appropriate filings required by law, implementing all appropriate communications with participants, exchanging and sharing appropriate records and taking such other actions as may be necessary or appropriate to implement the provisions of this Section 6.01.

Welfare Plans. Effective (i) Buyer agrees to adopt and maintain welfare benefit plans (as defined in Section 3(1) of ERISA) (the "Buyer's Welfare Plans") that, as of the Closing Date, Purchaser provide benefits to Continuing Employees and Retired Employees and to their beneficiaries and dependents that are substantially equivalent to benefits provided to Buyer's similarly situated employees as of the Closing Date, subject to Buyer's authority to amend, from time to time, and/or terminate, Buyer's Welfare Plans. With respect to such Continuing Employees and Retired Employees and their beneficiaries and dependents, Buyer's Welfare Plans shall provide group healthnot include a waiting or eligibility period (except to the extent any such Continuing Employees and Retired Employees or their beneficiaries or dependents are subject to a waiting or eligibility period under the Welfare Plans) or a preexisting condition restriction or limitation and, life insuranceto the extent that such Continuing Employees and Retired Employees or their dependents or beneficiaries have satisfied any internal limits, long term disability and other welfare and fringe benefit plan coverage and benefits (deductibles or copayment requirements of the Welfare Plans for the purposes year that includes the Closing Date, such amounts will be credited toward the satisfaction of this Section 6.8, “Purchaser’s Health, any such requirements under Buyer's Welfare Plans to the extent normally allowed under Buyer's Welfare Plan. (ii) Seller and Fringe Benefit Plans”) the Welfare Plans will remain responsible for Newsprint administering and paying claims of Continuing Employees and Apache Retired Employees, and their dependents and beneficiaries to the extent such claims were incurred prior to the Closing Date. Buyer and the Buyer's Welfare Plans will be responsible for administering and paying claims of Continuing Employees who are offered and accept employment with Purchaser Retired Employees and for dependents and beneficiaries of such employees incurred on or after the Closing Date. Buyer agrees to transfer to Seller any amounts accurately reserved on the books of NCNG as of the Closing Date and who otherwise qualify for such coverage or benefits. In claims under the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had that have been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees incurred but not reported as of the date set forth Closing Date. (iii) Buyer and Buyer's Welfare Plans will be responsible for claims incurred at or after the Closing Date by Continuing Employees who cease to be employed on Schedule 6.8or after the Closing Date and for dependents and beneficiaries of such Continuing Employees. If Purchaser assumes Buyer and continues one Buyer's Welfare Plans shall be responsible for any continuation coverage obligations under COBRA with respect to each Continuing Employee and each qualifying beneficiary (as defined in Section 4980B(g) of the Code) of a Continuing Employee or more Retired Employee with respect to any qualifying event (as defined in Section 4980B(f) of Seller’s Health, the Code) that occurs on or after the Closing Date. (iv) Seller agrees to transfer to Buyer's Welfare Plans the aggregate of the salary-reduction contributions as of the Closing Date less the aggregate amount of claims paid for all Continuing Employees who are participants in the health and Fringe Benefit Plans, the parties shall enter into dependent care reimbursement accounts under the Welfare Benefit Plans. Buyer agrees to cause the Buyer's Welfare Plans Assignment to continue after the Closing Date and Assumption Agreement until the end of the plan year or the individual's termination of employment, whichever is earlier, any salary-reduction election in this regardplace under such reimbursement accounts as of the Closing Date at the same level as in effect as of the Closing Date. Seller and the Welfare Plans will be responsible for claims submitted prior to the Closing Date and Buyer and Buyer's Welfare Plans will be responsible for claims submitted on or after the Closing Date. Buyer and Seller agree that they will do everything necessary or appropriate to effectuate within 90 days following the Closing Date the transfer and accounting of amounts contributable to the health and dependent care reimbursement accounts.

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and benefits (plans for the purposes benefit of this Section 6.8, “Purchaser’s Health, (i) the non-bargained Transferred Employees (the "Non-Union Welfare Plans") and Fringe Benefit (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans”) for Newsprint Employees "). The Non-Union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered and accept employment with Purchaser hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Sellers on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for plan year of the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache Closing Date, Sellers shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of each Transferred Employee's co-payment amounts, and deductible and out-of-pocket limits under the last continuous period Seller Welfare Plans. (i) Except as otherwise provided in subsection (b)(ii) of service this Section (b) or in an applicable collective bargaining agreement, Buyer shall provide or cause to be provided retiree medical, health, and life benefits to each Transferred Employee under substantially comparable terms and conditions as apply to similarly situated employees of Newsprint Employees and Apache Employees Buyer as of the date set forth of this Agreement, and Sellers shall have no obligation to provide retiree medical and life benefits to any Transferred Employee on Schedule 6.8. If Purchaser assumes or after the Closing Date. (ii) Following the termination of employment from Buyer and continues one its Affiliates of a Transferred Employee who is not covered by a Labor Contract and who, as of the Closing Date, has at least fifteen (15) years of accredited service (within the meaning of the Seller Salaried Pension Plan) and combined years of age and accredited service of at least 74 (within the meaning of the Seller Salaried Pension Plan), Sellers shall provide or more cause to be provided to each such Transferred Employee (or the dependents or beneficiaries of Seller’s Healthsuch Transferred Employee) retiree medical, Welfare health, and Fringe Benefit Plans, life benefits under the parties shall enter into terms and conditions of the Welfare Benefit Plans Assignment and Assumption Agreement corresponding programs then offered by Sellers to its similarly situated non-collectively bargained employees retiring at such time; provided that nothing in this regardsubsection (b)(ii) shall be construed to prevent any such Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. Buyer shall reimburse Sellers for the cost of the retiree medical, health and life coverage for which Sellers are responsible and that Sellers actually provide pursuant to this subsection (b)(ii). For each year for which Buyer is required to reimburse Sellers under this subsection (b)(ii), Buyer shall pay Sellers annually in arrears, within thirty (30) days after Sellers provide a statement therefor to Buyer: (A) $4,500 with respect to each eligible Transferred Employee who has not yet attained age 65 during the year for which the payment is made and $4,500 with respect to each spouse who is covered with respect to an eligible Transferred Employee and who has not yet attained 65 during the year for which the payment is made, and (B) $2,000 with respect to each eligible Transferred Employee who has attained at least age 65 during the year for which the payment is made and $2,000 with respect to each spouse who is covered with respect to an eligible Transferred Employee and who has attained at least age 65 during the year for which the payment is made. No reimbursement shall be due with respect to any dependent, other than a spouse, covered with respect to an eligible Transferred Employee. The reimbursement obligation for partial years shall be prorated based on the portion of the year covered by the obligation. (c) Sellers, Buyer, their respective Affiliates, and the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans or the Buyer Welfare Plans and in providing each other with any records, documents, or other information within its 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. (d) Except for the Flexible Reimbursement Plan (the "FRP") account balances described in Section 8.2.3(e), nothing in this Agreement shall require Sellers or their Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans to Buyer or the Buyer Welfare Plans. (e) As of the Closing Date, Sellers shall cause the portion of the FRP applicable to Transferred Employees to be segregated into a separate component and all account balances of the Transferred Employees in the FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs.

Welfare Plans. Effective as As of the Closing Date, Purchaser each Company Employee shall provide group healthcease participation in the health and welfare benefit plans of Seller (each, life insurancea “Seller Welfare Plan”) and commence or continue participation in the health and welfare benefit plans maintained by Buyer or its Affiliates (which, long term disability and other welfare and fringe benefit plan coverage and benefits (for the avoidance of doubt, after the Closing shall include any Company Benefit Plans). Benefits in respect of all welfare plan claims incurred by Company Employees on or after the Closing shall be provided by Buyer or its Affiliates. For purposes of this Section 6.86.05, a claim shall be deemed “Purchaser’s Healthincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, Welfare severance, sickness, accident and Fringe Benefit Plans”disability programs) or on the date that treatment or services are provided (for Newsprint Employees and Apache Employees purposes of healthcare programs). For each Company Employee who are offered and accept employment with Purchaser as of immediately prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case participated in a healthcare and/or dependent care flexible spending arrangement (an “FSA”) under a section 125 plan of Hourly Newsprint Employees and Hourly Apache EmployeesSeller, such coverage or benefits Buyer shall provide substantially comparable the same level of coverage under an equivalent plan of Buyer or its Affiliate and benefits shall treat the Company Employees as if their participation had been continuous from the beginning of the Seller’s plan year. As soon as practicable after the Closing, Seller shall transfer to Buyer (or its applicable Affiliate(s)) a cash lump sum equal to the total amount that Company Employees have contributed to the applicable FSAs of Seller through the Closing Date for the plan year that includes the Closing, less all amounts that have been paid from such FSAs through the Closing Date for eligible expense claims incurred by the Company Employees in the aggregate plan year that includes the Closing (such difference, the “FSA Amount”). If the FSA Amount is less than $0, as soon as practicable after the Closing, Buyer shall transfer to Seller a cash lump sum equal to all amounts that have been paid from Seller’s healthFSAs through the Closing Date for eligible claims incurred by the Company Employees in the plan year that includes the Closing, life insurance, welfare and fringe benefit plans provide (less the total amount that Company Employees have contributed to Seller’s FSAs through the Closing Date for the purposes plan year that includes the Closing. The Company Employees’ salary reduction elections shall be taken into account for the remainder of this Section 6.8Buyer’s plan year as if made under Buyer’s plan, “and Buyer’s FSA shall reimburse eligible expenses incurred by Company Employees at any time during the Seller’s Healthplan year, Welfare including expenses incurred before the Closing Date, up to the amount of the employee’s election and Fringe Benefit Plans”) and otherwise comply with reduced by amounts previously reimbursed by the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardFSA.

Welfare Plans. (a) Effective as of the Closing DateEffective Time, Purchaser shall provide group healthWashington or Alpha will have established, life insuranceand will cover Washington Participants under, long term disability new or existing Welfare Plans and other employee welfare benefit and fringe benefit plan coverage arrangements (collectively, "Washington Welfare Plans") that are comparable in the aggregate to the Welfare Plans and benefits other employee welfare benefit and fringe benefit arrangements maintained by Conexant and its Subsidiaries (including members of the Washington Group) prior to the Time of Distribution in which Washington Participants were eligible to participate immediately prior to the Time of Distribution ("Conexant Welfare Plans"), with such changes or amendments thereto as Washington may deem appropriate. (b) The Washington Welfare Plans will provide for the immediate participation of those Washington Participants who participated in the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution. Each of the Washington Welfare Plans will credit each Washington Participant thereunder for all Washington Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of this Section 6.8such Washington Participant under the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution, “Purchaser’s Healthincluding service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment (except to the extent that such crediting would result in the duplication of benefits). Without limiting the generality of the foregoing, each Washington Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Plans”lifetime maximum benefits with respect to Washington Participants under the corresponding Conexant Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) for Newsprint Employees will recognize all service credited to waiting periods with respect to Washington Participants under the corresponding Conexant Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Washington Participants, except to the extent such limitations applied to such Washington Participants under the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution; and Apache Employees (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Washington Participants who are offered and accept employment with Purchaser were participating in the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution. (c) Effective as of the Closing Date Effective Time, Washington or Alpha will have established, and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint will cover Active Washington Employees under, policies relating to vacation days and Hourly Apache Employees, such coverage or benefits shall provide substantially personal and sick days that are comparable coverage and benefits in the aggregate to the policies relating to vacation days and personal and sick days maintained by Conexant immediately prior to the Time of Distribution. Effective as Seller’s healthof the Time of Distribution, life insurance, welfare Washington and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply Washington Subsidiaries will credit each Active Washington Employee with the relevant Collective Bargaining Agreements unused vacation days and in part shall provide for Purchaser’s assumption personal and continuation sickness days accrued by such employee through the Time of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Distribution in accordance with the terms vacation and personnel policies and agreements of Conexant and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s Washington Group) applicable to such employee in effect immediately prior to the Time of Distribution. (i) From and after the Time of Distribution, Washington and the Washington Subsidiaries hereby assume or Apache Employee’s last continuous period retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of service with Seller Conexant or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list any of its Subsidiaries (including members of the last continuous period Washington Group) in respect of service of Newsprint Employees Washington Participants (and Apache Employees as of claims by or relating to Washington Participants) with respect to employee welfare and fringe benefits (including medical, dental, vision, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Conexant Welfare and Fringe Benefit Plans, the parties Washington Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. Notwithstanding the preceding sentence, Washington and the Washington Subsidiaries will not be liable for amounts actually paid under insured Conexant Welfare Plans with respect to which Conexant and its Subsidiaries have no obligation to reimburse for claims made with respect to incidents occurring before the Time of Distribution covered thereby. (ii) Within 30 days after the Time of Distribution, Washington or Alpha will obtain run-off workers' compensation insurance coverage in respect of claims by or relating to Washington Participants for periods prior to the Time of Distribution, with such coverage and terms as shall enter into be sufficient to satisfy the requirements of the California Department of Industrial Relations, Division of Workers' Compensation (the "Division") for the prompt release to Conexant of the portion of Conexant's total deposit (the "Reserve Amount") as a self-insured employer with the Division attributable to Washington Participants. Within 20 Business Days after a written request by Conexant, Washington shall pay to Conexant an amount equal to any amounts paid from the Reserve Amount in respect of workers' compensation claims by or relating to Washington Participants made during the period beginning at the Time of Distribution and ending on the date the portion of the Reserve Amount attributable to Washington Participants has been released to Conexant. (iii) Without limiting the generality of the foregoing and except as provided in Section 6.07, from and after the Time of Distribution, Washington and the Washington Subsidiaries (or where appropriate, the Washington Welfare Benefit Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in respect of Washington Participants (and claims by or relating to Washington Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Conexant Welfare Plans, the Washington Welfare Plans Assignment or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and Assumption Agreement whether any claim is made with respect thereto before, at or after the Time of Distribution. (i) From and after the Time of Distribution, Conexant and the Conexant Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in this regardrespect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to employee welfare and fringe benefits (including medical, dental, vision, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (ii) Without limiting the generality of the foregoing, from and after the Time of Distribution, Conexant and the Conexant Subsidiaries (or where appropriate, the Conexant Welfare Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in respect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution.

Welfare Plans. (a) Effective as of the Closing Welfare Benefits Transition Date, Purchaser shall provide group health, life insurance, long term disability Buyer will or will cause the Acquired Companies to establish or maintain employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare and benefit or fringe benefit plan coverage and benefits arrangements (for collectively, the purposes of this Section 6.8, “Purchaser’s Health, Buyer Welfare and Fringe Benefit Plans”) for Newsprint the benefit of Continued Employees which are comparable in all material respects to and Apache Employees who are offered no less favorable in the aggregate than the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and accept employment with Purchaser other employee welfare benefit or fringe benefit arrangements maintained by Buyer for its employees generally, subject to the terms of applicable law and collective bargaining agreements of the Acquired Companies. (b) The Buyer Welfare Benefit Plans will provide for the participation, as of the Welfare Benefits Transition Date, of those Continued Employees who participated in the corresponding employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare benefit or fringe benefit arrangements maintained by Seller and its Affiliates (including the Acquired Companies) immediately prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes benefit of this Section 6.8, employees and former employees of the Acquired Companies (the “Seller’s Health, Rockwell Welfare and Fringe Benefit Plans”) and otherwise comply immediately prior to the Closing Date. The Buyer Welfare Benefit Plans will credit each Continued Employee with the relevant Collective Bargaining Agreements same service and in part shall provide any other item credited to or otherwise accumulated for Purchaser’s assumption and continuation the benefit of Seller’s Health, such Person under the corresponding Rockwell Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees immediately prior to the Welfare Benefits Transition Date, including service credited for waiting periods and Hourly Apache Employeesamounts credited toward any medical or health insurance deductible or co-payments. In Without limiting the generality 56 (c) From and after the Effective Time, except as provided in Section 9.9, Buyer and its Affiliates (including the Acquired Companies) will assume or retain, as the case of Salaried Employeesmay be, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Healthwill be solely responsible for and will fully perform, Welfare pay and Fringe Benefit Plansdischarge, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms their terms, all Liabilities in respect of Continued Employees and former employees of the Transitional Services Agreement. A Newsprint Employee’s Acquired Companies (and claims by or Apache Employee’s last continuous period of service relating to such Persons) with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to employee welfare and fringe benefits (including medical, dental, vision, other health, life, travel, accident, short- and long-term disability, hospitalization, workers’ compensation and other insurance benefits), whether under the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Rockwell Welfare and Fringe Benefit Plans, the parties shall enter into the Buyer Welfare Benefit Plans Assignment or otherwise, and Assumption Agreement whether (i) incurred, or arising in connection with incidents occurring, before, on or after the Closing Date or (ii) any claim is made with respect thereto before, on or after the Closing Date. (d) Nothing in Section 9.8(a) or Section 9.8(b) shall affect Buyer’s obligations under Sections 9.3, 9.8(c) and 9.9(b) and the Acquired Companies’ continuing obligations in respect of all other Liabilities of the Acquired Companies related to former employees that are not expressly assumed by Seller under this regardAgreement.

Welfare Plans. (a) Effective as of the Closing DateEffective Time, Purchaser shall Buyer will provide group healthto each Continued Employee benefits under Buyer’s “employee welfare benefit plans”, life insuranceas defined in Section 3(1) of ERISA, long term disability and other employee benefit welfare and or fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, Buyer Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s healthin all material respects to such benefits provided by Buyer to its similarly situated employees immediately prior to the Effective Time; provided, life insurancehowever, welfare and fringe nothing contained herein is intended to prohibit Buyer from amending, modifying or terminating after the Effective Time any employee benefit, benefit plans provide (plan or program for or for the purposes benefit of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Continued Employees in accordance with the terms of the Transitional Services Agreementthereof and applicable Laws. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, The Buyer Welfare and Fringe Benefit Plans, to the parties shall enter into extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and lifetime maximum benefits with respect to Continued Employees under the corresponding “employee welfare benefit plans” and other employee benefit welfare or fringe benefit arrangements maintained by Seller or Seller Subsidiary immediately prior to the Effective Time for the benefit of Continued Employees (“Seller Welfare Benefit Plans”) for the plan year that includes the Closing Date; (ii) will recognize all service credited to waiting periods with respect to Continued Employees under the corresponding Seller Welfare Benefit Plan; and (iii) will not impose any limitations on coverage of pre-existing conditions of Continued Employees except to the extent such limitations applied to such Continued Employees under the corresponding Seller Welfare Benefit Plan. (b) Seller, Seller Subsidiary, the Seller Welfare Benefit Plans Assignment or Seller’s workers’ compensation carrier will remain liable for, and Assumption Agreement pay, perform and discharge when due, all Liabilities relating to Continued Employees in this regardrespect of claims covered by the Seller Welfare Benefit Plans or by Seller’s workers’ compensation scheme with respect to medical and retiree medical (including vision care and prescription drugs), hospitalization and dental services and other workers’ compensation and welfare benefits (other than severance) rendered or expenses incurred on or prior to the Closing Date (whether such claims are submitted prior to, on or after the Closing Date). Buyer, the Buyer Welfare Benefit Plans or Buyer’s workers’ compensation carrier will be liable for, and pay, perform and discharge when due, all Liabilities relating to Continued Employees in respect of claims covered by the Buyer Welfare Benefit Plans or by Seller’s workers’ compensation scheme with respect to medical (including vision care and prescription drugs), hospitalization and dental services and other workers’ compensation and welfare benefits (other than severance) rendered or expenses incurred after the Closing Date. (c) Seller, Seller Subsidiary or the Seller Welfare Benefit Plans will remain liable for all Liabilities relating to employees and former employees of the Business who elect not to become Continued Employees, including with respect to claims relating to employee welfare benefits.

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and plans providing preretirement welfare benefits (for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of 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 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 or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and 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. (i) Except as otherwise provided in subsection (b)(ii) or (b)(iii) of this Section 6.8(b) or in an applicable collective bargaining agreement, “Purchaser’s HealthBuyer shall provide or cause to be provided retiree medical, Welfare health, and Fringe Benefit Plans”life benefits to each Transferred Employee (or the dependents or beneficiaries of such Transferred Employee, as the case may be) under the same terms and conditions as apply to comparable employees of Buyer, and Seller shall have no obligation to provide retiree medical, health, and life benefits in respect of any Transferred Employee on or after the Closing Date. (ii) Subject to Section 11.4, below, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is not subject to a collective bargaining agreement as of the Closing Date, who has combined age and years of accredited service (within the meaning of the Seller Pension Plan) as of the Closing Date equal to at least 66, and who as of his or her retirement has combined age and years of accredited service (within the meaning of the Seller Pension Plan) equal to at least 76 and at least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Nonunion Transferred Employee"), Seller shall provide or cause to be provided to each such Retired Nonunion Transferred Employee (and/or his or her dependents and beneficiaries) retiree medical, health, and life benefits under terms and conditions that are substantially identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated noncollectively bargained employees retiring as of the Closing Date; provided that nothing in this subsection (b)(ii) shall be construed to prevent any Retired Nonunion Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. For a period of five (5) years following the retirement of each Retired Nonunion Transferred Employee from Buyer and its Affiliates or any successor thereof, Buyer shall reimburse Seller, in accordance with this subsection (b)(ii), for Newsprint Employees the cost of the retiree medical, health, and Apache Employees life coverage for which Seller is responsible and that Seller actually provides pursuant to this subsection (b)(ii). The five (5) year time period for this reimbursement obligation shall be determined separately in respect of each Retired Nonunion Transferred Employee. For each year for which Buyer is required to reimburse Seller under this subsection (b)(ii), Buyer shall pay Seller annually in arrears, within 30 days after Seller provides a statement therefor to Buyer, (A) $4,000 with respect to each Retired Nonunion Transferred Employee who are offered has not yet attained age 65 during the year for which the payment is made and accept employment $4,000 with Purchaser respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has not yet attained age 65 during the year for which the payment is made, and (B) $1,800 with respect to each Retired Nonunion Transferred Employee who has attained at least age 65 during the year for which the payment is made and $1,800 with respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has attained at least age 65 during the year for which the payment is made. No reimbursement shall be due with respect to any dependent, other than a spouse, covered with respect to a Retired Nonunion Transferred Employee. The reimbursement obligation for partial years shall be prorated based on the portion of the year covered by the obligation. Each Retired Nonunion Transferred Employee (or his or her dependent or beneficiary, as the case may be) who is provided benefits by Seller under this subsection (b)(ii) shall be required to pay to Seller any premium, contribution or other payment required under, and shall be subject to any copayment or deductible required under, the terms of Seller's applicable retiree medical, health, or life benefit plan; to the extent that any amount constituting such a payment is deducted from any plan, program, or arrangement maintained by Buyer or one of its Affiliates or is otherwise paid to Buyer or one of its Affiliates by such person, Buyer shall cause such amount to be paid to Seller as soon as administratively practicable. (iii) In addition to any other benefits to be provided pursuant to this Article XI, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is subject to a collective bargaining agreement as of the Closing Date and who otherwise qualify for such coverage as of his or benefits. In her retirement has combined age and years of accredited service (within the case meaning of Hourly Newsprint Employees the Seller Pension Plan) equal to at least 76 and Hourly Apache Employeesat least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Union Transferred Employee"), such coverage or benefits Buyer shall provide substantially comparable coverage or cause to be provided to each such Retired Union Transferred Employee (and/or his or her dependents and benefits in the aggregate as Seller’s beneficiaries) retiree medical, health, and life insurancebenefits, welfare for a period of at least five (5) years following the Closing Date, under terms and fringe benefit plans provide conditions that are substantially identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated collectively bargained employees retiring as of the Closing Date. (for the purposes iv) Benefits provided pursuant to subsections (b)(ii) and (b)(iii) of this Section 6.8(b) (including for this purpose, “the determination of who is eligible for such benefits) shall take into account service with Buyer or any of its Affiliates on and after the Closing Date in the same manner as if such post-Closing Date service was performed with Seller’s Health. Buyer shall provide Seller with such information as shall be reasonably required to implement the immediately preceding sentence with respect to subsection (b)(ii) of this Section (b). (c) Buyer shall refer to GTE Service Corporation and GTE Service Corporation shall assume responsibility for any valid claim under a Seller Welfare Plan for disability, medical, or dental benefits made by a Transferred Employee on or after the Closing Date arising from a disability or loss incurred on or before the Closing Date. Nothing in this Section 11.2.3 shall require Seller, any Affiliate of Seller, or the Seller Welfare Plans to make any payment or to provide any benefit not otherwise provided by the terms of the Seller Welfare Plans. (d) Seller, Buyer, their respective Affiliates, and Fringe Benefit the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans pursuant to subsection (c) of this Section 11.2.3, and in providing each other with any records, documents, or other information within its 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. (e) Except as otherwise provided in Section 11.2.3(f), nothing in this Agreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans to Buyer or the Buyer Welfare Plans”. (f) and otherwise comply Seller will make available to Buyer, prior to the Closing Date, a list of those Transferred Employees that have participated in the health or dependent care reimbursement accounts of Seller under the GTE Flexible Reimbursement Plan (the "FRP"), together with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation elections made prior to the Closing Date with respect to such accounts through the Closing Date, any balances standing to the credit of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Transferred Employees, Purchaser and the corresponding amounts being transferred to the corresponding Buyer's plan in accordance with the following sentence. As of the Closing Date, Seller shall offer substantially comparable coverage cause the portion of the FRP applicable to Transferred Employees to be segregated into a separate component and benefits all account balances of the Transferred Employees in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (g) On and for a period of at least three (3) years after the Closing Date, Transferred Employees not subject to a collective bargaining agreement shall be eligible for benefits under a Buyer severance or separation pay policy or plans that are the same as or comparable to the severance or separation pay policy benefits that are provided by Seller (or the applicable Affiliate, if the Transferred Employee is employed by an employer other than the Seller) or a Seller Pension Plan as of the Closing Date. Buyer shall recognize the service of each such Transferred Employee with Seller and its Affiliates for eligibility, vesting, and benefit determinations under the Buyer severance or separation pay policy or plan. Transferred Employees subject to Retained Employees and Hired Employees a collective bargaining agreement shall be eligible for severance or separation pay benefits in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable collective bargaining agreement.

Welfare Plans. Effective Prior to the Share Purchase Closing in the case of Foreign Subsidiaries and prior to the Merger Closing in the case of the Company and Remaining Subsidiaries and effective no later than the Share Purchase Closing or Merger Closing, as applicable, the Parent and Merger Sub shall establish or identify welfare benefit plans, which may include plans of the Company Group (including plans providing medical, dental, COBRA coverage, vision care, legal services, educational assistance, adoption assistance, employee assistance, long-term disability, short-term disability, group term life and accidental death and dismemberment insurance, executive life insurance, dependent life insurance, business travel accident insurance, and a cafeteria plan under section 125 of the Code with a healthcare spending account and a dependent care spending account), that will, subject to Section 8.1, provide benefits to (and assume liabilities and account balances of the Shareholder’s cafeteria plan with respect to) Company Employees and their dependents. Without limiting the generality of the foregoing, effective as of the Share Purchase Closing or Merger Closing, as the case may be, the Company Group shall be responsible and liable for providing the appropriate COBRA notices to the relevant Company Employees and their beneficiaries who experience a “qualifying event” on or after the Share Purchase Closing or Merger Closing, as applicable, and for providing or continuing to provide coverage required under COBRA with respect to the relevant Company Employees and their beneficiaries who experience a “qualifying event” on or after the Share Purchase Closing or Merger Closing, as applicable, except with respect to any person participating in any Plans the Shareholder shall retain or assume on and after the Share Purchase Closing Date or Merger Closing Date, Purchaser as applicable. The Shareholder shall provide retain liability and responsibility for all benefits requirements under COBRA with respect to Company Employees, Former Employees and their beneficiaries who experience a qualifying event prior to the Share Purchase Closing or Merger Closing, as applicable. If Company Employees participate in the welfare benefit plans of the Parent or its Affiliates after the Share Purchase Closing or Merger Closing, as the case may be, the Parent shall, or shall cause the Merger Sub or Company Group to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health, life insurance, long term disability health plans of the Parent or its Affiliates to be waived with respect to the Company Employees and other welfare their eligible dependents and fringe benefit plan coverage and benefits (ii) give each Company Employee credit for the purposes plan year in which the transition from the Shareholder’s or its Affiliates’ (other than the Company Group) plans to the Parent’s or its Affiliates’ plans occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the transition date; provided, that the foregoing shall not apply to the extent that its application would result in a duplication of this Section 6.8benefits. From and after the Share Purchase Closing or Merger Closing, “Purchaser’s Healthas applicable, Welfare and Fringe Benefit Plans”) the Shareholder shall remain responsible for Newsprint all claims of Former Employees and Apache their eligible dependents and for claims of Company Employees who are offered and accept employment with Purchaser as of their eligible dependents incurred prior to the Share Purchase Closing Date or Merger Closing Date, as applicable, under those Plans that are maintained and who otherwise qualify for such coverage or benefits. In sponsored by the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits Shareholder (other than liabilities under a cafeteria plan in the aggregate which account balances have been transferred as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of described in this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”Section) and otherwise comply with the relevant Collective Bargaining Agreements Parent, Merger Sub and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which Company Group shall be provided to Retained Employees responsible for all liabilities incurred by any Company Employee and Hired Employees in accordance with his/her eligible dependents under those Plans that are maintained by the terms of Parent or its Affiliates on or after the Transitional Services Agreement. A Newsprint Employee’s Share Purchase Closing Date or Apache Employee’s last continuous period of service with Seller or Apache shall be counted Merger Closing Date, as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable.

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and plans providing preretirement welfare benefits (for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of 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 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 or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and 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. (i) Except as otherwise provided in subsection (b)(ii) or (b)(iii) of this Section 6.8(b) or in an applicable collective bargaining agreement, “Purchaser’s HealthBuyer shall provide or cause to be provided retiree medical, Welfare health, and Fringe Benefit Plans”life benefits to each Transferred Employee (or the dependents or beneficiaries of such Transferred Employee, as the case may be) under the same terms and conditions as apply to comparable employees of Buyer, and Seller shall have no obligation to provide retiree medical, health, and life benefits in respect of any Transferred Employee on or after the Closing Date. (ii) Subject to Section 11.4, below, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is not subject to a collective bargaining agreement as of the Closing Date, who has combined age and years of accredited service (within the meaning of the Seller Pension Plan) as of the Closing Date equal to at least 66, and who as of his or her retirement has combined age and years of accredited service (within the meaning of the Seller Pension Plan) equal to at least 76 and at least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Nonunion Transferred Employee"), Seller shall provide or cause to be provided to each such Retired Nonunion Transferred Employee (and/or his or her dependents and beneficiaries) retiree medical, health, and life benefits under terms and conditions that are substantially identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated noncollectively bargained employees retiring as of the Closing Date; provided that nothing in this subsection (b)(ii) shall be construed to prevent any Retired Nonunion Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. For a period of five (5) years following the retirement of each Retired Nonunion Transferred Employee from Buyer and its Affiliates or any successor thereof, Buyer shall reimburse Seller, in accordance with this subsection (b)(ii), for Newsprint Employees the cost of the retiree medical, health, and Apache Employees life coverage for which Seller is responsible and that Seller actually provides pursuant to this subsection (b)(ii). The five (5) year time period for this reimbursement obligation shall be determined separately in respect of each Retired Nonunion Transferred Employee. For each year for which Buyer is required to reimburse Seller under this subsection (b)(ii), Buyer shall pay Seller annually in arrears, within 30 days after Seller provides a statement therefor to Buyer, (A) $4,000 with respect to each Retired Nonunion Transferred Employee who are offered has not yet attained age 65 during the year for which the payment is made and accept employment $4,000 with Purchaser respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has not yet attained age 65 during the year for which the payment is made, and (B) $1,800 with respect to each Retired Nonunion Transferred Employee who has attained at least age 65 during the year for which the payment is made and $1,800 with respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has attained at least age 65 during the year for which the payment is made. No reimbursement shall be due with respect to any dependent, other than a spouse, covered with respect to a Retired Nonunion Transferred Employee. The reimbursement obligation for partial years shall be prorated based on the portion of the year covered by the obligation. Each Retired Nonunion Transferred Employee (or his or her dependent or beneficiary, as the case may be) who is provided benefits by Seller under this subsection (b)(ii) shall be required to pay to Seller any premium, contribution or other payment required under, and shall be subject to any copayment or deductible required under, the terms of Seller's applicable retiree medical, health, or life benefit plan; to the extent that any amount constituting such a payment is deducted from any plan, program, or arrangement maintained by Buyer or one of its Affiliates or is otherwise paid to Buyer or one of its Affiliates by such person, Buyer shall cause such amount to be paid to Seller as soon as administratively practicable. (iii) In addition to any other benefits to be provided pursuant to this Article XI, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is subject to a collective bargaining agreement as of the Closing Date and who otherwise qualify for such coverage as of his or benefits. In her retirement has combined age and years of accredited service (within the case meaning of Hourly Newsprint Employees the Seller Pension Plan) equal to at least 76 and Hourly Apache Employeesat least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Union Transferred Employee"), such coverage or benefits Buyer shall provide or cause to be provided to each such Retired Union Transferred Employee (and/or his or her dependents and beneficiaries) retiree medical, health, and life benefits, for a period of at least five (5) years following the Closing Date, under terms and conditions that are substantially comparable coverage identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated collectively bargained employees retiring as of the Closing Date. As of the date of this Agreement, Seller maintains one or more voluntary employees' beneficiary associations (within the meaning of Section 501(c)(9) of the IRC) to fund retiree medical, health, and life benefits with respect to the Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date (the "Seller VEBA"). Within 90 days following the Closing Date, Seller shall direct the trustee of the Seller VEBA to transfer an amount in cash from the Seller VEBA to the trustee of one or more voluntary employees' beneficiary associations (within the meaning of Section 501(c)(9) of the IRC) that Buyer maintains or shall cause to be maintained to fund retiree medical, health, and life benefits with respect to the Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date. The amount to be transferred pursuant to the preceding sentence shall be equal, based on the actuarial assumptions set forth in Schedule 11.2.3(b)(iii) (which shall be the actuarial assumptions used by Seller in developing the level of expense under Statement of Financial Accounting Standards No. 106 for the 1999 fiscal year), to the aggregate Accumulated Postretirement Benefit Obligation (as Seller’s defined in Statement of Financial Accounting Standards No. 106) as of the Closing Date attributable to retiree medical, health, and life insurance, welfare benefits for Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date. (iv) Benefits provided pursuant to subsections (b)(ii) and fringe benefit plans provide (for the purposes b)(iii) of this Section 6.8(b) (including for this purpose, “the determination of who is eligible for such benefits) shall take into account service with Buyer or any of its Affiliates on and after the Closing Date in the same manner as if such post-Closing Date service was performed with Seller’s Health. Buyer shall provide Seller with such information as shall be reasonably required to implement the immediately preceding sentence with respect to subsection (b)(ii) of this Section (b). (c) Buyer shall refer to GTE Service Corporation and GTE Service Corporation shall assume responsibility for any valid claim under a Seller Welfare Plan for disability, medical, or dental benefits made by a Transferred Employee on or after the Closing Date arising from a disability or loss incurred on or before the Closing Date. Nothing in this Section 11.2.3 shall require Seller, any Affiliate of Seller, or the Seller Welfare Plans to make any payment or to provide any benefit not otherwise provided by the terms of the Seller Welfare Plans. (d) Seller, Buyer, their respective Affiliates, and Fringe Benefit the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans pursuant to subsection (c) of this Section 11.2.3, and in providing each other with any records, documents, or other information within its 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. (e) Except as otherwise provided in Section 11.2.3(b)(iii) or in Section 11.2.3(f), nothing in this Agreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans to Buyer or the Buyer Welfare Plans”. (f) and otherwise comply Seller will make available to Buyer, prior to the Closing Date, a list of those Transferred Employees that have participated in the health or dependent care reimbursement accounts of Seller under the GTE Flexible Reimbursement Plan (the "FRP"), together with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation elections made prior to the Closing Date with respect to such accounts through the Closing Date, any balances standing to the credit of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Transferred Employees, Purchaser and the corresponding amounts being transferred to the corresponding Buyer's plan in accordance with the following sentence. As of the Closing Date, Seller shall offer substantially comparable coverage cause the portion of the FRP applicable to Transferred Employees to be segregated into a separate component and benefits all account balances of the Transferred Employees in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (g) On and for a period of at least three (3) years after the Closing Date, Transferred Employees not subject to a collective bargaining agreement shall be eligible for benefits under a Buyer severance or separation pay policy or plans that are the same as or comparable to the severance or separation pay policy benefits that are provided by Seller (or the applicable Affiliate, if the Transferred Employee is employed by an employer other than the Seller) or a Seller Pension Plan as of the Closing Date. Buyer shall recognize the service of each such Transferred Employee with Seller and its Affiliates for eligibility, vesting, and benefit determinations under the Buyer severance or separation pay policy or plan. Transferred Employees subject to Retained Employees and Hired Employees a collective bargaining agreement shall be eligible for severance or separation pay benefits in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable collective bargaining agreement.

Welfare Plans. Effective Assuming the applicable carrier(s) consents, the Purchaser shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, the Purchaser maintains or adopts (or causes the Subsidiary to maintain or adopt), 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 other employee welfare benefit plans for the benefit of the Employees (the “Purchaser Welfare Plans”). Assuming the applicable carrier(s) consents, the Purchaser Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date benefits to the Employees (and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees their dependents and Hourly Apache Employeesbeneficiaries) that, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s healthaggregate, life insurance, are comparable to the benefits to which they were entitled under the corresponding welfare and fringe benefit plans provide maintained by the Company or the Subsidiary on the Closing Date (for the purposes of this Section 6.8, “Seller’s Health, Company and Subsidiary Welfare and Fringe Benefit Plans”) and otherwise comply with ), through the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employeesapplicable renewal date. In the case of Salaried EmployeesAt renewal, Purchaser shall offer substantially comparable review renewal increases and make necessary modifications. Any restrictions on coverage and benefits in for preexisting conditions or requirements for evidence of insurability under the aggregate as provided under Seller’s Health, Purchaser Welfare and Fringe Benefit Plans, except Plan shall be waived for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried the Employees, coverage and the Employees shall receive credit under which shall be provided the Purchaser Welfare Plan for co-payments and payments under a deductible limit made by them and for out-of-pocket maximums applicable to Retained Employees them during the plan year of the Company and Hired Employees Subsidiary Welfare Plan in accordance with the terms corresponding Company and Subsidiary Welfare Plan. Notwithstanding the aforementioned, nothing contained herein shall obligate the Purchaser to provide Purchaser Welfare Plans having benefits in excess of the Transitional Services Agreement. A Newsprint Employeethose currently offered to Purchaser’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardexisting employees.

Welfare Plans. Effective as As of the Closing DateDistribution, Purchaser shall provide group healthLAC will have established, life insuranceand will cover LAC Participants under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage arrangements (collectively, "LAC Welfare Plans") that are substantially similar in all material respects to the Welfare Plans and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, other employee welfare benefit and fringe benefit plans provide arrangements maintained by FAF and its Subsidiaries (including members of the FAF Group) immediately prior to the Distribution for the benefit of LAC Participants ("FAF Welfare Plans"). The LAC Welfare Plans will be maintained in such form for a period of at least one year following the Distribution. (a) The LAC Welfare Plans will provide for the immediate participation of those LAC Participants who participated in the FAF Welfare Plans immediately prior to the Distribution. The LAC Welfare Plans will credit each LAC Participant for all LAC Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of this Section 6.8such LAC Participant under the FAF Welfare Benefit Plans immediately prior to the Distribution. The transition from the FAF Welfare Plans to the LAC Welfare Plans will not, “Seller’s Healthin and of itself, adversely affect the LAC Participants. Without limiting the generality of the foregoing, each LAC Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Plans”lifetime maximum benefits with respect to LAC Participants under the corresponding FAF Welfare Plan for the plan year that includes the Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to LAC Participants under the corresponding FAF Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of LAC Participants except to the extent such limitations applied to such LAC Participants under the corresponding FAF Welfare Plan immediately before such LAC Welfare Plan became effective; and otherwise comply (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by LAC Participants who were participating in the corresponding FAF Welfare Plan immediately before such LAC Welfare Plan became effective. (b) LAC and the LAC Subsidiaries will credit each LAC Employee with the relevant Collective Bargaining Agreements unused vacation days and in part shall provide for Purchaser’s assumption personal and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees sickness days accrued in accordance with the terms vacation and personnel policies and labor agreements of FAF and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted LAC Group) applicable to such employees in effect immediately prior to the Distribution. (c) From and after the Distribution, except as if it had been service for Purchaser in determining eligibility for the coverage and benefits specifically set forth in this Section 6.8. Attached Agreement, LAC and the LAC Subsidiaries will assume or retrain, as Schedule 6.8 is a list the case may be, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities in respect of LAC Participants (and claims by or relating to LAC Participants) with respect to employee welfare and fringe benefits (including, without limitation, medical, dental, life, travel, accident, short-term and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, FAF Welfare and Fringe Benefit Plans, the parties shall enter into LAC Welfare Plans or otherwise, whether incurred before, at or after the Distribution and whether any claim is made with respect thereto before, at or after the Distribution. Without limiting the generality of the foregoing, from and after the Distribution, LAC and the LAC Subsidiaries (or where appropriate, the LAC Welfare Benefit Plans) will assume all Liabilities in respect of LAC Participants with respect to retiree health benefits and retiree life insurance benefits, whether under the FAF Welfare Plans, the LAC Welfare Plans Assignment or otherwise, whether incurred before, at or after the Distribution and Assumption Agreement whether any claim is made with respect thereto before, at or after the Distribution. (d) LAC and FAF will cooperate in making all appropriate filings required by law, implementing all appropriate communications with participants, exchanging and sharing appropriate records and taking such other actions as may be necessary or appropriate to implement the provisions of this regardSECTION 6.1.

Welfare Plans. Effective as (a) As of the Closing DateTime of Distribution, Purchaser shall provide group healththe Company and the Company Subsidiaries will have established or assumed, life insuranceand will cover Semiconductor Participants under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Semiconductor Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, to the Welfare Plans and other employee welfare benefit and fringe benefit plans provide arrangements maintained by Rockwell and its Subsidiaries (including members of the Company Group) immediately prior to the Time of Distribution ("Rockwell Welfare Plans") for the purposes benefit of this Section 6.8Semiconductor Participants, “Seller’s Health, with such changes or amendments thereto as the Company may deem appropriate. (b) The Semiconductor Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall Plans will provide for Purchaser’s assumption and continuation the immediate participation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits those Semiconductor Participants who participated in the aggregate as provided under Seller’s Health, Rockwell Welfare Plans immediately prior to the Time of Distribution. The Semiconductor Welfare Plans will credit each Semiconductor Participant for all Semiconductor Welfare Plan purposes with all service and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under other item which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility credited to or otherwise accumulated for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list benefit of such Semiconductor Participant under the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Rockwell Welfare Benefit Plans Assignment immediately prior to the Time of Distribution, including service credited toward any waiting periods and Assumption Agreement in this regard.amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Semiconductor Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and lifetime maximum benefits with respect to Semiconductor Participants under the corresponding Rockwell Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Semiconductor Participants under the corresponding Rockwell Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Semiconductor Participants except to the extent such limitations applied to such Semiconductor Participants under the corresponding Rockwell Welfare Plan immediately before such Semiconductor

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare benefit plans (including retiree medical and fringe benefit plan coverage and benefits (life) for the purposes benefit of this Section 6.8, (1) the non-bargained Transferred Employees (the “Purchaser’s Health, Non-Union Welfare and Fringe Benefit Plans”) for Newsprint and (2) the union-represented Transferred Employees in accordance with the provisions of applicable Labor Contracts (the “Bargained Welfare Plans”). The Non-Union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered hereinafter referred to collectively as the “Buyer Welfare Plans.” Subject to Sections 8.3(b) and accept employment with Purchaser 8.3(c), the terms of Buyer Welfare Plans shall provide as of the Closing Date (but not for any specific time thereafter) pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are at least comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller or its Affiliate on the Closing Date (hereinafter referred to collectively as the “Seller Welfare Plans”). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for plan year of the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees 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 each Transferred Employee’s co-payment amounts, and deductible and out-of-pocket limits under the Seller Welfare Plans. (1) Subject to subsection (b)(2) of this Section 8.9 with respect to CIC Protected Transferred Employees, subject to Section 8.3(c) with respect to Transferred Employees who are not CIC Protected Transferred Employees, and except as provided in an applicable Labor Contract, on the Closing Date (but not for any specific time thereafter with respect to Transferred Employees who are not CIC Protected Transferred Employees) the Buyer Welfare Plans shall provide retiree medical, health and life benefits to each Transferred Employee under substantially comparable terms and conditions as apply to Employees as of May 21, 2004. Seller shall have no obligation to provide retiree medical and life benefits to any Transferred Employee on or after the Closing Date. (2) With respect to Transferred Employees who are former GTE employees who were retirement eligible or within five years of retirement eligibility as of May 18, 1999 (“CIC Protected Transferred Employees”), the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period Buyer Welfare Plans shall provide that retiree medical, health, and life benefits provided in accordance with subsection (b)(1) of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list 8.9 shall not ever be reduced or eliminated, except that Buyer may in the ordinary course of business: (A) add, delete or change providers of the last continuous period of service of Newsprint Employees and Apache Employees as of benefits described in the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Buyer Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.;

Welfare Plans. (a) Without limiting the generality of Section 7.04, effective as of the Closing, Purchaser shall enroll each of the Transferred Employees and their eligible dependents who are enrolled immediately prior to the Closing in the plans and programs maintained or contributed to by Seller and its affiliates that provide medical, dental, vision, disability, life insurance and other welfare benefits with respect to Transferred Employees (collectively, the “Seller’s Welfare Plans”) in plans and programs that provide such benefits that are maintained or contributed to by Purchaser (collectively, the “Purchaser’s Welfare Plans”). Any and all waiting periods and pre-existing conditions, exclusions and actively-at-work requirements shall be waived under Purchaser’s Welfare Plans with respect to the Transferred Employees and their eligible dependents (to the extent such conditions, exclusions and requirements were waived or satisfied as of immediately prior to the Closing under the corresponding Seller’s Welfare Plan). In addition, Purchaser shall cause Purchaser’s Welfare Plans to recognize any out-of-pocket medical and dental expenses incurred by each of the Transferred Employees and their eligible dependents prior to the Closing and during the calendar year in which the Closing Date occurs for purposes of satisfying any applicable deductibles and out-of-pockets maximums under Purchaser’s Welfare Plans. During the Continuation Period, the participation cost to a Transferred Employee under Purchaser’s Welfare Plans shall be not more than the participation cost to similarly situated employees of Purchaser and its subsidiaries and affiliates. (b) Without limiting the generality of Section 7.04, effective as of the Closing, Purchaser shall have in effect a health care and dependent care flexible spending reimbursement account plan (the “Purchaser’s Reimbursement Plan”), which gives full effect to, and continues in effect, salary reduction elections made by Transferred Employees under Seller’s health and dependent care reimbursement account plans (“Seller’s Reimbursement Plan”). As soon as practicable after the Closing, (i) Seller shall pay to Purchaser in cash the amount, if any, by which aggregate contributions made by Transferred Employees to Seller’s Reimbursement Plan for the year in which the Closing occurs exceeded the aggregate benefits provided to Transferred Employees as of the Closing; or (ii) Purchaser shall pay to Seller in cash the amount, if any, by which aggregate benefits provided to Transferred Employees under Seller’s Reimbursement Plan for the year in which the Closing occurs exceeded the aggregate contributions made by Transferred Employees as of the Closing. From and after the Closing, Purchaser shall assume and be solely responsible for all claims made by Transferred Employees under Seller’s Reimbursement Plan, whether incurred prior to, on or after the Closing Date, that have not been paid in full prior to the Closing Date. (c) Effective as of the Closing, Seller or an affiliate thereof shall retain all responsibilities and obligations with respect to (i) each “qualified beneficiary” (as defined in Section 607 of ERISA) in respect of a Transferred Employee who has elected or is eligible to elect continuation coverage as such term is defined under Section 602 of ERISA in respect of “qualifying events” (as defined in Section 603 of ERISA) occurring prior to the Closing Dateand (ii) each former employee of the Company and the Subsidiaries (other than Transferred Employees) and his or her qualified beneficiaries. (d) For the avoidance of doubt, Purchaser and its affiliates shall provide group healthremain solely liable for all liabilities, life insurance, long obligations and commitments with respect to the provision of short-term disability and other welfare and fringe benefit plan coverage and benefits (for in respect of Transferred Employees attributable to an injury or similar event that occurred prior to Closing; provided, however, that, in the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept event any such Transferred Employee does not return to active employment with Purchaser and its affiliates and would otherwise be eligible to receive long-term disability benefits under the terms of a Seller Benefit Plan had he or she remained employed by Seller or its affiliates attributable to any such injury or similar event that occurred prior to Closing, Seller shall retain the liability to provide such long-term disability benefits to such Transferred Employee from and after such time, if any, as such Transferred Employee in fact becomes eligible to commence receiving such long-term disability benefits. (e) Seller shall remain solely liable for all liabilities, obligations and commitments with respect to all workers compensation claims of Transferred Employees solely to the extent that any such claims are attributable to an injury or condition that was incurred prior to Closing, and Purchaser shall assume and be solely liable for all liabilities, obligations and commitments with respect to all workers compensation claims of Transferred Employees to the extent that any such claims are attributable to an injury or condition that was incurred from and after Closing. (f) Seller shall be solely responsible for claims under Seller Benefit Plans for health care (including dental and vision care) that are incurred prior to the Closing Date by Transferred Employees and/or their dependents (“Pre-Closing Health Care Claims”), and Purchaser shall be solely responsible for claims for health care (including dental and vision care) that are incurred on or after the Closing Date by Transferred Employees and/or their dependents; provided, however, that Purchaser shall, within 15 Business Days of demand therefor by Seller accompanied by a statement specifying in reasonable detail the claims for which reimbursement is sought, reimburse and pay to Seller the amount of Pre-Closing Health Care Claims paid by Seller following the Closing; provided further, however, that Purchaser shall not be obligated to reimburse Seller for Pre-Closing Health Care Claims in excess of $1,100,000 in the aggregate. For purposes of the foregoing, a medical/dental/vision claim shall be considered incurred when the medical/dental/vision services are rendered or medical/dental/vision supplies or drugs are provided, and not when the condition arose; provided that claims relating to a hospital confinement that commences prior to the Closing Date and who otherwise qualify for such coverage or benefitscontinues thereafter shall be treated as incurred prior to the Closing Date. In From the case of Hourly Newsprint Employees date hereof until Closing, Seller shall cause Pre-Closing Health Care Claims to be processed and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits paid in the aggregate usual, regular and ordinary course in substantially the same manner as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardpreviously conducted.

Welfare Plans. (a) Continued Employees and their dependents who are eligible to participate in Seller's current welfare benefits plans, programs or arrangements shall be eligible to participate in the welfare benefits plans, programs or arrangements maintained or established by Buyer ("Buyer's Welfare P1ans"), effective as of the Closing Date. Effective as of the Closing Date, Purchaser any and all limitations as to pre-existing conditions and actively-at-work exclusions and waiting periods under Buyer's Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint be waived by Buyer with respect to Continued Employees and Apache Employees who are offered and accept employment with Purchaser their eligible dependents to the extent satisfied under Seller's applicable Welfare Plans. in addition, effective as of the Closing Date, Buyer shall cause Buyer's Welfare Plans to recognize any out-of-pocket health care expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date and who otherwise qualify during the calendar year in which such Closing Date occurs for such coverage or benefitspurposes of determining their deductibles and out-of-pocket maximums under Buyer's Welfare Plans. In the case of Hourly Newsprint Seller shall retain responsibility under Seller's welfare plans for claims relating to expenses incurred by Continued Employees and Hourly Apache Employeestheir eligible dependents prior to the Closing Date. Buyer shall have responsibility under Buyer's Welfare Plans for claims relating to expenses incurred by Continued Employees and their eligible dependents on and after the Closing Date. (b) Effective as of the Closing Date, such coverage or benefits Buyer shall provide substantially comparable coverage have in effect health care and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit dependent care reimbursement account plans provide (for the purposes benefit of this Section 6.8each Continued Employee, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of which shall (i) be identical in all material respects to the Transitional Services AgreementFlexible Reimbursement Account Plans for Management and Weekly Employees of Seller ("Seller's Reimbursement Account Plans") as in effect on the Closing Date and (ii) give full effect to, and continue in effect, salary reduction elections made under Seller's Reimbursement Account Plans. A Newsprint Employee’s or Apache Employee’s last continuous period Prior to the Closing Date, Seller shall cause the accounts of service with Seller or Apache shall Continued Employees under Seller's Reimbursement Account Plans to be counted as if it had been service for Purchaser in determining eligibility for segregated into separate health care and dependent care reimbursement accounts (the coverage "Segregated Reimbursement Accounts"), and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.such Segregated

Welfare Plans. Effective as As of the Closing DateDistribution, Purchaser shall provide group healthLAC will have established, life insuranceand will cover LAC Participants under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage arrangements (collectively, "LAC Welfare Plans") that are substantially similar in all material respects to the Welfare Plans and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, other employee welfare benefit and fringe benefit plans provide arrangements maintained by FAF and its Subsidiaries (including members of the FAF Group) immediately prior to the Distribution for the benefit of LAC Participants ("FAF Welfare Plans"). The LAC Welfare Plans will be maintained in such form for a period of at least one year following the Distribution. (a) The LAC Welfare Plans will provide for the immediate participation of those LAC Participants who participated in the FAF Welfare Plans immediately prior to the Distribution. The LAC Welfare Plans will credit each LAC Participant for all LAC Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of this Section 6.8such LAC Participant under the FAF Welfare Benefit Plans immediately prior to the Distribution. The transition from the FAF Welfare Plans to the LAC Welfare Plans will not, “Seller’s Healthin and of itself, adversely affect the LAC Participants. Without limiting the generality of the foregoing, each LAC Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Plans”lifetime maximum benefits with respect to LAC Participants under the corresponding FAF Welfare Plan for the plan year that includes the Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to LAC Participants under the corresponding FAF Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of LAC Participants except to the extent such limitations applied to such LAC Participants under the corresponding FAF Welfare Plan immediately before such LAC Welfare Plan became effective; and otherwise comply (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by LAC Participants who were participating in the corresponding FAF Welfare Plan immediately before such LAC Welfare Plan became effective. (b) LAC and the LAC Subsidiaries will credit each LAC Employee with the relevant Collective Bargaining Agreements unused vacation days and in part shall provide for Purchaser’s assumption personal and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees sickness days accrued in accordance with the terms vacation and personnel policies and labor agreements of FAF and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted LAC Group) applicable to such employees in effect immediately prior to the Distribution. (c) From and after the Distribution, except as if it had been service for Purchaser in determining eligibility for the coverage and benefits specifically set forth in this Section 6.8. Attached as Schedule 6.8 is a list Agreement, LAC and the LAC Subsidiaries will be solely responsible for and will fully perform, pay and discharge, all Liabilities in respect of LAC Participants (and claims by or relating to LAC Participants) with respect to employee welfare and fringe benefits (including, without limitation, medical, dental, life, travel, accident, short-term and long-term disability, hospitalization, workers' compensation and other insurance benefits) and retiree health benefits and retiree life insurance benefit, whether under the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, FAF Welfare and Fringe Benefit Plans, the parties shall enter into LAC Welfare Plans or otherwise. (d) LAC and FAF will cooperate in making all appropriate filings required by law, implementing all appropriate communications with participants, exchanging and sharing appropriate records and taking such other actions as may be necessary or appropriate to implement the Welfare Benefit Plans Assignment and Assumption Agreement in provisions of this regardSECTION 6.1.

Welfare Plans. Effective Establishment of NewCo Welfare Plans. Except as provided below, the members of the NewCo Group who had previously adopted a SLM BankCo Welfare Plan and were participating employers therein (“Participating NewCo Employers”) will, as of not later than the day following the Distribution Date, withdraw from such participation, and, effective as of the Closing day following the Distribution Date, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as one or more of the Closing Date and who otherwise qualify for such coverage or benefits. In the case Participating NewCo Employers will assume sponsorship, under newly established welfare plans, of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached which were offered under such plans to the NewCo Employees and the Former NewCo Employees (and their eligible spouses and dependents as Schedule 6.8 is a list the case may be) of the last continuous period of service of Newsprint Employees Participating NewCo Employers (collectively, the “NewCo Welfare Plan Participants”). Such coverage and Apache Employees benefits shall then be provided to the NewCo Welfare Plan Participants on an uninterrupted basis under the newly established NewCo Welfare Plans which shall contain substantially the same benefit provisions as in effect under the corresponding SLM BankCo Welfare Plan immediately prior to the Effective Time. Except as provided below, effective as of the Effective Time, liabilities relating to the NewCo Welfare Plan Participants shall be spun off from each SLM BankCo Welfare Plan and allocated to the corresponding new NewCo Welfare Plan. The participating employers in each of the NewCo Welfare Plan and SLM BankCo Welfare Plan as of the Effective Time are described in Schedule 6.1. As a result of withdrawal from participation in the SLM BankCo Welfare Plans by the Participating NewCo Employers, the NewCo Welfare Plan Participants ceased to be eligible for coverage under the SLM BankCo Welfare Plans as of the Effective Time. NewCo Welfare Plan Participants shall not participate in any SLM BankCo Welfare Plans after the Distribution Date, unless they shall become employed after such date set forth on Schedule 6.8by any member of the SLM BankCo Group that participates in such plans and meet the terms and conditions of participation thereunder. If Purchaser assumes and continues one or more of Seller’s Health, SLM BankCo Employees shall not participate in any NewCo Welfare and Fringe Benefit Plans, unless they shall become employed after the parties shall enter into Distribution Date by any member of the Welfare Benefit Plans Assignment NewCo Group that participates in such plans and Assumption Agreement in this regardmeet the terms and conditions of participation thereunder.

Welfare Plans. Effective Except with respect to any Continuing Employee who is either on short-term disability leave at Closing and thereafter becomes eligible to receive long-term disability benefits under an applicable Seller Benefit Plan after Closing or who is on long-term disability leave as of the Closing Dateor as set forth in the Transition Services Agreement, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache EmployeesClosing, such coverage or benefits each Continuing Employee shall provide substantially comparable coverage and benefits cease participation in the aggregate as Seller’s health, life insurance, health and welfare and fringe benefit plans provide of Seller and the Retained Subsidiaries (for the purposes of this Section 6.8each, a “Seller’s Health, Seller Welfare and Fringe Benefit PlansPlan”) and otherwise comply with commence or continue participation in the relevant Collective Bargaining Agreements health and welfare benefit plans maintained by Buyer and its Affiliates (which, for the avoidance of doubt, after the Closing shall include any Company Benefit Plans). Seller and the Retained Subsidiaries shall be responsible for providing benefits in part shall provide respect of claims incurred under a Seller Welfare Plan for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Continuing Employees and Hourly Apache Employeestheir beneficiaries and dependents prior to the Closing Date. In Benefits in respect of all welfare plan claims incurred by Continuing Employees on or after the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which Closing Date shall be provided by Buyer and its Affiliates and, to Retained the extent any benefits are provided to Continuing Employees and Hired Employees via the Transition Services Agreement, the full cost (i.e., of actual claims, not only premiums) shall be borne by Buyer (and/or its Affiliates) in accordance with the terms and conditions of the Transitional Transition Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period For purposes of service with Seller or Apache this ‎Section 6.04, the following claims shall be counted deemed to be incurred as if it had been service follows: (a) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits and (b) health or medical, dental, vision care and/or prescription drug benefits, upon provision of the applicable services, materials or supplies. Unless the Companies would otherwise be responsible for Purchaser in determining eligibility such benefits, Seller shall be responsible for providing short- and long-term disability benefits to Continuing Employees that, by their terms, are payable prior to the coverage and benefits Closing Date and, except as set forth in the first sentence of this Section 6.8. Attached as Schedule 6.8 is a list ‎Section 6.04, Buyer (and/or its Affiliates) shall be responsible for providing such benefits that, by their terms, are payable at or after the Closing Date (regardless of when the last continuous period of service of Newsprint Employees and Apache Employees as of event entitling the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardContinuing Employee to such benefits occurred).

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and benefits (plans for the purposes benefit of this Section 6.8, “Purchaser’s Health, (i) the non-bargained Transferred Employees (the "Non-Union Welfare Plans") and Fringe Benefit (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans”) for Newsprint Employees "). The Non-Union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered and accept employment with Purchaser hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for plan year of the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of each Transferred Employee's co-payment amounts, and deductible and out-of-pocket limits under the last continuous period Seller Welfare Plans. (i) Except as otherwise provided in subsection (b)(ii) of service this Section (b) or in an applicable collective bargaining agreement, Buyer shall provide or cause to be provided retiree medical, health, and life benefits to each Transferred Employee under substantially comparable terms and conditions as apply to similarly situated employees of Newsprint Employees and Apache Employees Buyer as of the date set forth of this Agreement, and Seller shall have no obligation to provide retiree medical and life benefits to any Transferred Employee on Schedule 6.8. If Purchaser assumes or after the Closing Date. (ii) Following the termination of employment from Buyer and continues one its Affiliates of a Transferred Employee who is not covered by a Labor Contract and who, as of the Closing Date, has at least fifteen (15) years of accredited service (within the meaning of the Seller Salaried Pension Plan) and combined years of age and accredited service of at least 74 (within the meaning of the Seller Salaried Pension Plan), Seller shall provide or more cause to be provided to each such Transferred Employee (or the dependents or beneficiaries of Seller’s Healthsuch Transferred Employee) retiree medical, Welfare health, and Fringe Benefit Plans, life benefits under the parties shall enter into terms and conditions of the Welfare Benefit Plans Assignment and Assumption Agreement corresponding programs then offered by Seller to its similarly situated non-collectively bargained employees retiring at such time; provided that nothing in this regardsubsection (b)(ii) shall be construed to prevent any such Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. Buyer shall reimburse Seller for the cost of the retiree medical, health and life coverage for which Seller is responsible and that Seller actually provides pursuant to this subsection (b)(ii). For each year for which Buyer is required to reimburse Seller under this subsection (b)(ii), Buyer shall pay Seller annually in arrears, within thirty (30) days after Seller provides a statement therefor to Buyer: (A) $4,500 with respect to each eligible Transferred Employee who has not yet attained age 65 during the year for which the payment is made and $4,500 with respect to each spouse who is covered with respect to an eligible Transferred Employee and who has not yet attained 65 during the year for which the payment is made, and (B) $2,000 with respect to each eligible Transferred Employee who has attained at least age 65 during the year for which the payment is made and $2,000 with respect to each spouse who is covered with respect to an eligible Transferred Employee and who has attained at least age 65 during the year for which the payment is made. No reimbursement shall be due with respect to any dependent, other than a spouse, covered with respect to an eligible Transferred Employee. The reimbursement obligation for partial years shall be prorated based on the portion of the year covered by the obligation. (c) Seller, Buyer, their respective Affiliates, and the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans or the Buyer Welfare Plans and in providing each other with any records, documents, or other information within its 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. (d) Except for the Flexible Reimbursement Plan (the "FRP") account balances described in Section 8.2.3(e), nothing in this Agreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans to Buyer or the Buyer Welfare Plans. (e) As of the Closing Date, Seller shall cause the portion of the FRP applicable to Transferred Employees to be segregated into a separate component and all account balances of the Transferred Employees in the FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs.

Welfare Plans. Effective (i) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer or one of its Affiliates maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and benefits (plans for the purposes benefit of this Section 6.8, “Purchaser’s Health, the Transferred Employees (the "Buyer Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser "). The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller or its Affiliates on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Subject to Section 6.2(c)(ii)(B) and who otherwise qualify the transfer of assets required by Section 6.2(c)(ii)(C), the Buyer Welfare Plans shall provide as of the Closing Date post-retirement benefits to which Transferred Employees will be entitled upon retirement that, in the aggregate, are comparable to the post-retirement benefits to which they would be entitled upon retirement under the Seller Welfare Plans. For purposes of determining eligibility to participate in each Buyer Welfare Plan, each Transferred Employee shall be credited with service, determined under the terms of the corresponding Seller Welfare Plan on the Closing Date. Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Buyer Welfare Plans shall be waived for Transferred Employees and Hourly Apache Employees, such coverage or benefits Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for plan year of the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of the last continuous period 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. Except as described in Section 6.2(c)(ii)(B), the Buyer Welfare Plans shall provide benefits as described in this paragraph until December 31, 2000. (A) Subject to Section 6.2(c)(ii)(B) and the transfer of assets required by Section 6.2(c)(ii)(C), Buyer shall provide or cause to be provided retiree medical, health, and life benefits to each Business Retiree comparable to the benefits provided under the corresponding Seller Welfare Plans as of the Closing Date. Any restrictions on coverage for pre-existing conditions or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Business Retirees and Business Retirees 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. For purposes of determining eligibility to participate in each Buyer Welfare Plan, each Business Retiree shall be credited with service, determined under the terms of the corresponding Seller Welfare Plan on the Closing Date. As soon as practicable after the Closing Date, Seller shall deliver to Buyer a list of the Business Retirees, together with each such Business Retiree's service, co-payment amounts and deductible and out-of-pocket limits under such plan. (B) With respect to Business Retirees and active employees of the Company identified on Schedule 6.2(c)(ii)(B) whose combined age and years of service of Newsprint Employees and Apache Employees as of the date set forth on of this Agreement total at least 66 (such schedule to be provided within 30 days after the date of this Agreement), benefits provided by the Buyer Welfare Plans shall not be reduced or eliminated, except that Buyer may in the ordinary course of business: (i) add, delete or change providers of the benefits described in the Buyer Welfare Plans; (ii) change, increase or decrease co-payments, deductibles and other requirements for coverage or benefits (e.g. utilization review or pre-certification requirements) under the Buyer Welfare Plans; and/or (iii) make other changes in administration or changes in the design of the Buyer Welfare Plans and their coverage and benefits. Buyer may also transfer the obligation described in this Section 6.2(c)(ii)(B) to another entity in connection with a transaction in which Buyer sells or transfers all or a portion of the Business or an outsourcing arrangement, joint venture, or other business transaction. (C) VEBAs. Schedule 6.86.2(c)(ii)(C) identifies the voluntary employees' beneficiary association ("VEBA") trusts that will be identified by the parties as "Assumed VEBAs" or "Retained VEBAs" as soon as practicable after the date of this Agreement pursuant to good faith negotiations between the parties. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit PlansAt Closing, the Retained VEBAs shall remain with Seller or an Affiliate thereof, and the Assumed VEBAs shall be continued by the Buyer or the Company. Seller shall share financial information and analysis with Buyer regarding the VEBA assets and their valuations. Buyer and Seller shall cooperate with each other in good faith in determining the liabilities associated with the Transferred Employees and Business Retirees and the liabilities that are retained or transferred to GTE and its Affiliates. The parties shall enter into cooperate in good faith to determine how the Welfare Benefit Plans Assignment VEBA assets associated with these liabilities shall be allocated among the Assumed and Assumption Agreement Seller VEBAs (with transfers between VEBAs, as necessary) with the objectives of minimizing taxes or transaction costs and of reasonably sharing liquid and illiquid assets between the Assumed VEBAs and the Seller VEBAs, but with the preference that trust-owned life insurance policies be retained by or be transferred to a Seller VEBA. The allocation of VEBA assets shall be done in this regard.a manner consistent with the methods described in 48 CFR 9904.413, using actuarial cost methods and assumptions used by Seller for the plan year ending December

Welfare Plans. Effective Each New Employee shall be eligible for coverage as ------------- of the date on which he or she becomes a New Employee of TowerCo (the "Employment Transfer Date") under any medical, dental, vision, prescription ------------------------ drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by TowerCo for its employees ("TowerCo's --------- Welfare Plans"). TowerCo agrees to (i) waive any waiting periods and ------------- preexisting condition limitations in TowerCo's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sublessors ("Sublessors' Welfare Plans") and (ii) ------------------------- coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under TowerCo's Welfare Plans for deductibles paid under the Sublessors' Welfare Plans during the coverage year of the TowerCo's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under the Sublessors' Welfare Plans during the coverage year of the TowerCo's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under TowerCo's Welfare Plans. As soon as reasonably practicable after the Initial Closing Date, Purchaser Sublessors shall provide group health, life insurance, long term disability prepare and other welfare and fringe benefit plan coverage and benefits (deliver to TowerCo a schedule setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise TowerCo to comply with the relevant Collective Bargaining Agreements preceding sentence. Sublessors will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Sublessors' Welfare Plans. Sublessors will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections ----- 601-608 of ERISA to or with respect to any of Sublessors' employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transactions contemplated by this Agreement. A Newsprint Employee’s TowerCo will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective On and after the Closing, to satisfy Section 5.7(c) the Buyer shall provide welfare benefit coverage for all Transferred Employees and their respective dependents to immediately continue or replace their welfare benefit coverages most recently in effect prior to the Closing Date under Company Benefit Plans that are welfare benefit plans by: (i) assuming the Assumed Plans that are welfare benefit plans (the “Buyer’s Assumed Welfare Plans”); (ii) joining, pursuant to the Transition Services Agreement, as an additional participating Employer any or all Company Benefit Plans that are welfare benefit plans sponsored by the GasServ United States portion of the Business and maintained exclusively for employees of that portion of the Business (the “Buyer’s Joined Welfare Plans”); and (iii) establishing such new Buyer welfare plans, or amending existing Buyer welfare plans (together the “Buyer’s Replacement Welfare Plans”), as needed to provide welfare benefit coverage to Transferred Employees. Collectively the Buyer’s Assumed, Joined and Replacement Welfare Plans shall be referred to herein as “Buyer’s Welfare Plans.” Coverage for all Transferred Employees and their respective dependents under the Company Benefit Plans that are not Buyer’s Assumed Welfare Plans or Buyer’s Joined Welfare Plans (the “Seller’s Welfare Plans”) shall cease to be effective as of the Closing Date, Purchaser . The “Buyer’s Welfare Plans” shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits for all Transferred Employees and their respective eligible spouses and other dependents effective as of the Closing. The Buyer, its Affiliates, the Sold Companies and the Buyer’s Welfare Plans (including only the Buyer’s portion of any Buyer’s Joined Welfare Plans) shall be liable for all covered welfare benefit claims of any Transferred Employees and their respective eligible spouses and dependents on or after the Closing Date, to the extent such claims are incurred on or after the Closing Date, while the Asset Sellers shall retain exclusive responsibility and liability for all welfare benefit claims of the Transferred Employees and their respective eligible spouses and other dependents incurred before the Closing Date. For purposes of this Section 6.8‎5.7(e), a claim shall be deemed “Purchaserincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that the service was rendered or the supply was purchased (for purposes of health care programs). The Buyer shall, or shall cause the Sold Companies to, waive any pre-existing condition limitations and eligibility waiting periods under the Buyer’s Health, Welfare Plans (but only to the extent such pre-existing condition limitations and Fringe eligibility waiting periods were satisfied under the Company Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser Plans as of the Closing Date) and shall recognize (or cause to be recognized) the dollar amount of all expenses covered under the relevant Company Benefit Plans and incurred prior to Closing Date by Transferred Employees and who otherwise qualify their respective spouses and other dependents during the calendar year in which the Closing Date occurs for purposes of satisfying the deductibles and co-payment or out-of-pocket limitations for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with calendar year under the relevant Collective Bargaining Agreements and in part shall provide for PurchaserBuyer’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. (a) Effective as of the Closing Welfare Benefits Transition Date, Purchaser shall provide group health, life insurance, long term disability Buyer will or will cause the Acquired Companies to establish or maintain employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare and benefit or fringe benefit plan coverage and benefits arrangements (for collectively, the purposes of this Section 6.8, “Purchaser’s Health, Buyer Welfare and Fringe Benefit Plans”) for Newsprint the benefit of Continued Employees which are comparable in all material respects to and Apache Employees who are offered no less favorable in the aggregate than the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and accept employment with Purchaser other employee welfare benefit or fringe benefit arrangements maintained by Buyer for its employees generally, subject to the terms of applicable law and collective bargaining agreements of the Acquired Companies. (b) The Buyer Welfare Benefit Plans will provide for the participation, as of the Welfare Benefits Transition Date, of those Continued Employees who participated in the corresponding employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare benefit or fringe benefit arrangements maintained by Seller and its Affiliates (including the Acquired Companies) immediately prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes benefit of this Section 6.8, employees and former employees of the Acquired Companies (the “Seller’s Health, Rockwell Welfare and Fringe Benefit Plans”) and otherwise comply immediately prior to the Closing Date. The Buyer Welfare Benefit Plans will credit each Continued Employee with the relevant Collective Bargaining Agreements same service and in part shall provide any other item credited to or otherwise accumulated for Purchaser’s assumption and continuation the benefit of Seller’s Health, such Person under the corresponding Rockwell Welfare and Fringe Benefit Plans covering Hourly Newsprint immediately prior to the Welfare Benefits Transition Date, including service credited for waiting periods and amounts credited toward any medical or health insurance deductible or co-payments. Without limiting the generality of the foregoing, each Buyer Welfare Benefit Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and lifetime maximum benefits with respect to Continued Employees under the corresponding Rockwell Welfare Benefit Plan for the plan year that includes the Welfare Benefits Transition Date and Hourly Apache Employees. In for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Continued Employees under the case corresponding Rockwell Welfare Benefit Plan; (iii) will not impose any limitations on coverage of Salaried Employeespre-existing conditions of Continued Employees except to the extent such limitations applied to such Persons under the corresponding Rockwell Welfare Benefit Plan; and (iv) will not impose any other conditions (such as proof of good health, Purchaser shall offer substantially comparable coverage and benefits evidence of insurability or a requirement of a physical examination) upon the participation by Continued Employees who were participating in the aggregate corresponding Rockwell Welfare Benefit Plan immediately prior to the Closing Date (except as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except required by third party insurers for including retiree health and retiree optional supplemental life insurance). Purchaser may assume Buyer will or will cause the Acquired Companies to credit each Continued Employee with the unused vacation days and continue any or all of Seller’s Health, Welfare personal and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided sickness days earned by such Continued Employee prior to Retained Employees and Hired Employees the Closing Date in accordance with the terms vacation and personnel policies and agreements of Seller and its Affiliates (including the Acquired Companies) applicable to such employees in effect immediately prior to the Closing Date. (c) From and after the Effective Time, except as provided in Section 9.9, Buyer and its Affiliates (including the Acquired Companies) will assume or retain, as the case may be, and will be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Continued Employees and former employees of the Transitional Services Agreement. A Newsprint Employee’s Acquired Companies (and claims by or Apache Employee’s last continuous period of service relating to such Persons) with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to employee welfare and fringe benefits (including medical, dental, vision, other health, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Rockwell Welfare and Fringe Benefit Plans, the parties shall enter into the Buyer Welfare Benefit Plans Assignment or otherwise, and Assumption Agreement whether (i) incurred, or arising in connection with incidents occurring, before, on or after the Closing Date or (ii) any claim is made with respect thereto before, on or after the Closing Date. (d) Nothing in Section 9.8(a) or Section 9.8(b) shall affect Buyer’s obligations under Sections 9.3, 9.8(c) and 9.9(b) and the Acquired Companies’ continuing obligations in respect of all other Liabilities of the Acquired Companies related to former employees that are not expressly assumed by Seller under this regardAgreement.

Welfare Plans. Effective as Purchaser will use commercially reasonable efforts to (i) waive or cause the waiver of any limitation on benefits relating to pre-existing conditions, actively-at-work exclusions, evidence of insurability and waiting periods for the Closing Date, Purchaser shall provide group healthContinuing Employees under a New Plan providing medical, life insuranceor disability benefits, long term disability and other welfare and fringe benefit to the extent that such limitations are waived or otherwise inapplicable to a Continuing Employee under any comparable plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser Seller as of the Closing Date and who otherwise qualify (ii) credit each Continuing Employee for such coverage or benefits. In any co-payments, deductibles and other out-of-pocket expenses paid prior to the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided Closing Date under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s any analogous Seller Benefit Plan in satisfying any applicable copayment, deductible or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility out-of-pocket requirements for the coverage plan year in which the Closing Date occurs under an applicable Purchaser welfare plan; provided that Seller has made plan information and benefits set forth in this Section 6.8records available to Purchaser that enable Purchaser to provide such crediting. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees Seller will be responsible for making available COBRA Continuation Coverage to any current and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more former employees of Seller’s Health, Welfare including Business Employees, or to any qualified beneficiaries of such employees, who become entitled to COBRA Continuation Coverage as a result of loss of group health plan coverage under a Seller Benefit Plan, which for the avoidance of doubt relates to COBRA Continuation Coverage qualifying events occurring prior to or on the Closing Date. Purchaser will be responsible for making available COBRA Continuation Coverage to any Continuing Employees (and Fringe Benefit Plans, their qualified beneficiaries) who become entitled to such COBRA Continuation Coverage after the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing as a result of their loss of group health plan coverage under any New Plan.

Welfare Plans. Effective as (a) As of the Closing DateTime of Distribution, Purchaser shall provide group healthRockwell ▇▇▇▇▇▇▇ and the Rockwell ▇▇▇▇▇▇▇ Subsidiaries will have established or assumed, life insuranceand will cover all Rockwell ▇▇▇▇▇▇▇ Welfare Participants under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Rockwell ▇▇▇▇▇▇▇ Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s healthto the Rockwell Welfare Plans that covered Rockwell ▇▇▇▇▇▇▇ Welfare Participants immediately prior to the Time of Distribution. As of the Time of Distribution, life insuranceRockwell Science Center and the Rockwell Science Center Subsidiaries will have established or assumed, and will cover Rockwell Science Center Participants under, Welfare Plans and other employee welfare benefit and fringe benefit plans provide arrangements (for the purposes of this Section 6.8collectively, “Seller’s Health, "Rockwell Science Center Welfare and Fringe Benefit Plans”") and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially that are comparable coverage and benefits in the aggregate as provided to the Rockwell Welfare Plans that covered Rockwell Science Center Participants immediately prior to the Time of Distribution. (i) The Rockwell ▇▇▇▇▇▇▇ Welfare Plans will provide for the immediate participation of those Rockwell ▇▇▇▇▇▇▇ Welfare Participants who participated in the corresponding Rockwell Welfare Plans immediately prior to the Time of Distribution. Each of the Rockwell ▇▇▇▇▇▇▇ Welfare Plans will credit each Rockwell ▇▇▇▇▇▇▇ Welfare Participant for all Rockwell ▇▇▇▇▇▇▇ Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of such participant under Seller’s Healththe corresponding Rockwell Welfare Benefit Plans immediately prior to the Time of Distribution, including service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Rockwell ▇▇▇▇▇▇▇ Welfare Plan, to the extent applicable: (A) will recognize all amounts applied to 43 <PAGE> 47 deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Planslifetime maximum benefits with respect to Rockwell ▇▇▇▇▇▇▇ Welfare Participants under the corresponding Rockwell Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (B) will recognize all service credited to waiting periods with respect to Rockwell ▇▇▇▇▇▇▇ Welfare Participants under the corresponding Rockwell Welfare Plan; (C) will not impose any limitations on coverage of pre-existing conditions of Rockwell ▇▇▇▇▇▇▇ Welfare Participants, except to the extent such limitations applied to such participants under the corresponding Rockwell Welfare Plan immediately before such Rockwell ▇▇▇▇▇▇▇ Welfare Plan became effective; and (D) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Rockwell ▇▇▇▇▇▇▇ Welfare Participants who were participating in the corresponding Rockwell Welfare Plan immediately before such Rockwell ▇▇▇▇▇▇▇ Welfare Plan became effective. (ii) The Rockwell Science Center Welfare Plans will provide for the immediate participation of those Rockwell Science Center Participants who participated in the corresponding Rockwell Welfare Plans immediately prior to the Time of Distribution. Each of the Rockwell Science Center Welfare Plans will credit each Rockwell Science Center Participant for all Rockwell Science Center Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of such participant under the corresponding Rockwell Welfare Benefit Plans immediately prior to the Time of Distribution, including retiree service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Rockwell Science Center Welfare Plan, to the extent applicable: (A) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and retiree life insurance. Purchaser may assume lifetime maximum benefits with respect to Rockwell Science Center Participants under the corresponding Rockwell Welfare Plan for the plan year that includes the Time of Distribution and continue for prior periods (if applicable); (B) will recognize all service credited to waiting periods with respect to Rockwell Science Center Participants under the corresponding Rockwell Welfare Plan; (C) will not impose any or all limitations on coverage of Seller’s Health, Welfare and Fringe Benefit Planspre-existing conditions of Rockwell Science Center Participants, except for Seller’s health to the extent such limitations applied to such participants under the corresponding Rockwell Welfare Plan immediately before such Rockwell Science Center Welfare Plan became effective; and dental benefits for Salaried Employees(D) will not impose any other conditions (such as proof of good health, coverage under which shall be provided evidence of insurability or a requirement of a physical examination) upon the participation by Rockwell Science Center Participants who were participating in the corresponding Rockwell Welfare Plan immediately before such Rockwell Science Center Welfare Plan became effective. (c) (i) As of the Time of Distribution, Rockwell ▇▇▇▇▇▇▇ and the Rockwell ▇▇▇▇▇▇▇ Subsidiaries will credit each Active Rockwell ▇▇▇▇▇▇▇ Employee with the unused vacation days and personal and sickness days accrued immediately prior to Retained Employees and Hired Employees 44 <PAGE> 48 the Distribution in accordance with the terms vacation and personnel policies and labor agreements of Rockwell and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage Rockwell ▇▇▇▇▇▇▇ Group and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list members of the last continuous period Rockwell Science Center Group) applicable to such employee in effect immediately prior to the Time of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardDistribution.

Welfare Plans. Effective As of the applicable Employment Start Date or such later date as set forth in the Transition Services Agreement, each Transferred Employee shall cease participation in the health and welfare benefit plans (other than, for the avoidance of doubt, Purchased Subsidiary Benefit Plans) of Sellers and their Affiliates (each, a “Seller Welfare Plan”) and commence participation in the health and welfare benefit plans maintained, administered or contributed to by Buyer and its Subsidiaries and Affiliates or a PEO. Sellers and the Retained Subsidiaries shall be responsible for providing benefits in respect of claims incurred under a Seller Welfare Plan, (a) for Transferred Employees who commence employment or engagement with Buyer or its Subsidiaries or Affiliates or a PEO on the Closing Date (and their beneficiaries and dependents), prior to the Closing Date and (b) for Transferred Employees who are Interim Services Employees (and their beneficiaries and dependents) prior to the applicable Employment Start Date and on the terms set forth in the applicable Global Employee Interim Services Agreement. Benefits in respect of all welfare plan claims incurred by Transferred Employees at or after the applicable Employment Start Date shall be provided by Buyer and its Subsidiaries and Affiliates or a PEO. For purposes of this ‎‎Section 9.07, the following claims shall be deemed to be incurred as follows: (i) life, accidental death and dismemberment, disability and business travel accident insurance benefits, upon the death or accident giving rise to such benefits and (ii) health or medical, dental, vision care and/or prescription drug benefits, upon provision of the applicable services, materials or supplies. Sellers and ▇▇▇▇▇ hereby agree that any Business Colleague in the United States who (i) as of the Closing Date, Purchaser shall provide group health, life insurance, long is receiving or entitled to receive short-term disability benefits and other welfare and fringe benefit plan coverage and who subsequently become eligible to receive long-term disability benefits due to the same disability event which gave rise to the short-term disability benefits or (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”ii) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date is receiving or entitled to receive long-term disability benefits, shall continue to be eligible, as applicable, to receive long-term disability benefits under a Seller Benefit Plan that is a long-term disability plan unless and who otherwise qualify for until such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees employee is no longer disabled in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with such Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardPlan.

Welfare Plans. (a) Continued Employees and their dependents who are eligible to participate in Seller's current welfare benefits plans, 69 62 programs or arrangements shall be eligible to participate in the welfare benefits plans, programs or arrangements maintained or established by Buyer ("Buyer's Welfare Plans"), effective as of the Closing Date. Effective as of the Closing Date, Purchaser any and all limitations as to pre-existing conditions and actively-at-work exclusions and waiting periods under Buyer's Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint be waived by Buyer with respect to Continued Employees and Apache Employees who are offered and accept employment with Purchaser their eligible dependents to the extent satisfied under Seller's applicable Welfare Plans. In addition, effective as of the Closing Date, Buyer shall cause Buyer's Welfare Plans to recognize any out-of-pocket health care expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date and during the calendar year in which such Closing Date occurs for purposes of determining their deductibles and out-of-pocket maximums under Buyer's Welfare Plans. Seller shall retain responsibility under Seller's welfare plans for claims relating to expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date. Buyer shall have responsibility under Buyer's Welfare Plans for claims relating to expenses incurred by Continued Employees and their eligible dependents on and after the Closing Date. (b) Effective as of the Closing Date, Buyer shall have in effect health care and dependent care reimbursement account plans for the benefit of each Continued Employee, the terms of which shall (i) be identical in all material respects to the Flexible Reimbursement Account Plans for Management and Weekly Employees of Seller ("Seller's Reimbursement Account Plans") as in effect on the Closing Date and (ii) give full effect to, and continue in effect, salary reduction elections made under Seller's Reimbursement Account Plans. Prior to the Closing Date, Seller shall cause the accounts of Continued Employees under Seller's Reimbursement Account Plans to be segregated into separate health care and dependent care reimbursement accounts (the "Segregated Reimbursement Accounts"), and such Segregated Reimbursement Accounts shall be transferred to and assumed by Buyer as of the Closing Date. (c) Buyer shall, subject to any applicable laws, provide a retiree health program identical in all material respects to Seller's retiree health program as in effect on the Closing Date to each Continued Employee who otherwise qualify for such coverage or benefits. In terminates his employment with Buyer within three years after the Closing Date, in the case of Hourly Newsprint Employees a Continued Non-Union Employee, and Hourly Apache Employees, such coverage on or benefits shall provide substantially comparable coverage and benefits in prior to the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for expiration date of the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and Agreement, in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employeesa Continued Union Employee, Purchaser shall offer substantially comparable coverage and benefits and, in each case, who at the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except time of such termination of employment satisfies the eligibility 70 63 requirements for including such retiree health and program provided by Buyer; provided, however, that Seller shall remain liable, pursuant to Seller's retiree life insurance. Purchaser may assume and continue any or health program, for all of Seller’s HealthContinued Employees who satisfy, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit PlansClosing Date, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement eligibility requirements then in this regardeffect for Seller's retiree health program.

Welfare Plans. Effective Coverage for all Transferred Employees and their respective dependents under the Seller Benefit Plans that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Seller’s Welfare Plans”) shall cease to be effective as of the Closing Date, Purchaser except that coverage under the Seller’s Welfare Plans for individuals described in the last sentence of Section 5.5(a) (and their eligible dependents) who become Transferred Employees shall cease when they become Transferred Employees. The plans sponsored by the Buyer or its Affiliates that are welfare benefit plans within the meaning of Section 3(1) of ERISA (the “Buyer’s Welfare Plans”) shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits for all Transferred Employees and their respective eligible spouses and dependents effective as of the Closing, except that coverage under the Buyer’s Welfare Plans for individuals described in the last sentence of Section 5.5(a) (and their eligible dependents) who become Transferred Employees shall commence when they become Transferred Employees. The Buyer and its Affiliates and the Buyer’s Welfare Plans shall be liable for all claims of any Transferred Employees and their respective eligible spouses and dependents on or after the Closing Date submitted pursuant to the terms of the Buyer’s Welfare Plans, to the extent such claims are incurred on or after the Closing Date and are otherwise eligible for coverage under the terms of the Buyer’s Welfare Plans. The Seller shall retain responsibility and liability for all claims of the Transferred Employees incurred before the Closing Date that are otherwise eligible for coverage under the terms of the Seller’s Welfare Plans. For purposes of this Section 6.85.5(e), a claim shall be deemed “Purchaserincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that the service was rendered or the supply was purchased (for purposes of health care programs). The Buyer shall use commercially reasonable efforts to waive any pre-existing condition limitations and eligibility waiting periods under the Buyer’s Health, Welfare Plans (but only to the extent such pre-existing condition limitations and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser eligibility waiting periods were satisfied under the Seller’s Welfare Plans as of the Closing Date) and shall use commercially reasonable efforts to recognize (or cause to be recognized) the dollar amount of all expenses incurred by Transferred Employees and their respective dependents during the calendar year in which the Closing Date occurs under the Seller’s Welfare Plans for purposes of satisfying the deductibles and who otherwise qualify co-payment or out-of-pocket limitations for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with calendar year under the relevant Collective Bargaining Agreements and in part shall provide for PurchaserBuyer’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard.

Welfare Plans. Effective as (a) As of the Closing DateTime of Distribution, Purchaser shall provide group healthMindspeed and the Mindspeed Subsidiaries will have established, life insuranceand will cover Mindspeed Participants who were eligible to participate in the Conexant Welfare Plans immediately prior to the Time of Distribution under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Mindspeed Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate to the Conexant Welfare Plans. (b) The Mindspeed Welfare Plans will provide for the immediate participation of those Mindspeed Participants who participated in the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution. Each of the Mindspeed Welfare Plans will credit each Mindspeed Participant thereunder for all Mindspeed Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of such Mindspeed Participant under the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution, including service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Mindspeed Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums, lifetime maximum benefits and amounts contributed under a flexible spending plan with respect to Mindspeed Participants under the corresponding Conexant Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Mindspeed Participants under the corresponding Conexant Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Mindspeed Participants except to the extent such limitations applied to such Mindspeed Participants under the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution; and (iv) will not impose any other conditions (such as Seller’s proof of good health, life insuranceevidence of insurability or a requirement of a physical examination) upon the participation by Mindspeed Participants who were participating in the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution. (c) As of the Time of Distribution, welfare Mindspeed and fringe benefit plans provide (for the purposes of this Section 6.8Mindspeed Subsidiaries will have established, “Seller’s Healthand will cover Active Mindspeed Employees under, Welfare policies relating to vacation days and Fringe Benefit Plans”) personal and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially sick days that are comparable coverage and benefits in the aggregate as provided under Seller’s Healthto the policies relating to vacation days and personal and sick days maintained by Conexant immediately prior to the Time of Distribution. As of the Time of Distribution, Welfare Mindspeed and Fringe Benefit Plans, except for including retiree health the Mindspeed Subsidiaries will credit each Active Mindspeed Employee with the unused vacation days and retiree life insurance. Purchaser may assume personal and continue any or all sick days accrued by such employee through the Time of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Distribution in accordance with the terms policies relating to vacation days and personal and sick days maintained by Conexant and its Subsidiaries (including members of the Transitional Services AgreementMindspeed Group) applicable to such employee in effect immediately prior to the Time of Distribution. (i) From and after the Time of Distribution, except as specifically set forth in Section 5.01(e)(ii), Mindspeed and the Mindspeed Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) in respect of Mindspeed Participants (and claims by or relating to Mindspeed Participants) with respect to employee welfare and fringe benefits (including medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans, the Mindspeed Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (ii) From and after the Time of Distribution, Conexant will provide workers' compensation insurance coverage on the terms in effect prior to the Time of Distribution in respect of claims by or relating to Mindspeed Participants for periods prior to the Time of Distribution. A Newsprint Employee’s Promptly (and in no event later than five (5) Business Days) after receipt of a written request by Conexant, Mindspeed shall reimburse Conexant for any amounts paid by Conexant after the Time of Distribution in respect of workers' compensation claims by or Apache Employee’s last continuous period relating to Mindspeed Participants. If the portion of service Conexant's total deposit (the "Reserve Amount") as a self-insured employer with Seller the California Department of Industrial Relations, Division of Workers' Compensation (the "Division") attributable to claims by or Apache relating to Mindspeed Participants (the "Mindspeed Reserve Amount") is equal to or greater than $170,000, promptly (and in no event later than five (5) Business Days) after receipt of a written request by Conexant, Mindspeed will deposit with Conexant cash in an amount equal to the excess of the Mindspeed Reserve Amount over the then-current amount deposited by Mindspeed with Conexant pursuant to this Section 5.01(d)(ii). The Mindspeed Reserve Amount shall be counted based on the Reserve Amount determined by the Division on the basis of claims reported on the most recent Self-Insurer's Annual Report filed by Conexant with the Division. The Mindspeed Reserve Amount shall be adjusted annually based on the portion of the Reserve Amount (as determined by the Division on the basis of claims reported on the Self-Insurer's Annual Report) attributable to claims by or relating to Mindspeed Participants. Conexant shall pay to Mindspeed an amount equal to the excess, if it had been service for Purchaser in determining eligibility for any, of the coverage amount deposited by Mindspeed with Conexant pursuant to this Section 5.01(d)(ii) over the then-current Mindspeed Reserve Amount within five (5) Business Days after Conexant receives any excess Reserve Amounts from the Division following the Division's annual determination of the Reserve Amount. (i) From and benefits after the Time of Distribution, except as specifically set forth in this Section 6.8. Attached Agreement, Conexant and the Conexant Subsidiaries hereby assume or retain, as Schedule 6.8 is a list applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the last continuous period Mindspeed Group) in respect of service Conexant Participants (and claims by or relating to Conexant Participants) with respect to employee welfare and fringe benefits (including medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Newsprint Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (ii) Except as specifically set forth in this Agreement, from and after the Time of Distribution, Conexant and the Conexant Subsidiaries (or where appropriate, the Conexant Welfare Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) in respect of Conexant Participants and Former Mindspeed Employees and Apache their beneficiaries (and claims by or relating to Conexant Participants and Former Mindspeed Employees as and their beneficiaries) with respect to retiree health and welfare benefits, whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more Time of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardDistribution.

Welfare Plans. (a) As of the Separation (i) ARAC shall assume or retain and shall be solely responsible for, or cause its insurance carriers to be responsible for (A) all liabilities and obligations whatsoever that relate to claims of ARAC Individuals, whether or not incurred prior to the Separation, in connection with all claims under any Welfare Plan (including any Welfare Plan providing for post-retirement benefits) and (B) all liabilities and obligations whatsoever that relate to claims of Car Rental Individuals, but only to the extent such claims were incurred prior to the Separation (whether or not a claim was filed prior to the Separation) in connection with all claims under any Welfare Plan (including any Welfare Plan providing for post-retirement benefits), and (ii) Car Rental shall assume or retain and shall be solely responsible for, or cause its insurance carriers to be responsible for, all liabilities and obligations whatsoever that relate to claims of Car Rental Employees, but only to the extent such claims are incurred after the Separation, in connection with all claims under any Welfare Plan (including any Welfare Plan providing for post-retirement benefits). (b) Effective as of the Closing DateSeparation, Purchaser ARAC shall amend the Welfare Plans and take such other action necessary and appropriate to provide group healththat, life insuranceduring the Transition Period, each Car Rental Employee shall be deemed not to have terminated employment with ARAC and its subsidiaries for purposes of the Welfare Plans by virtue of the Separation so long term disability and other welfare and fringe benefit plan coverage and benefits (as such employee remains employed with Car Rental, any Car Rental/HFS Subsidiary or HFS. In consideration for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as to be provided under Seller’s Health, the Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided Plans to Retained Employees and Hired Car Rental Employees in accordance with this Section 2.6, HFS shall pay to ARAC an amount equal to all claims or premiums, as applicable, paid under the Welfare Plans on behalf of Car Rental Employees during the Transition Period, as well as ARAC's reasonable costs and expenses for administering the Welfare Plans with respect to Car Rental Employees during the Transition Period. (c) Effective as of (i) the Separation Period, ARAC shall take all action necessary and appropriate to assume each existing Welfare Plan and (ii) the close of the Transition Period, Car Rental and HFS shall take all action necessary and appropriate to either establish new welfare plans, or provide existing welfare plans maintained by HFS or any of its subsidiaries, to the Car Rental Employees. HFS shall take such further actions necessary and appropriate to provide that under the terms of the Transitional Services Agreement. A Newsprint Employee’s such welfare plans provided to Car Rental Employees (whether such welfare plans are provided by HFS, Car Rental or Apache Employee’s last continuous period any of their respective subsidiaries), each Car Rental Employee shall receive service credit for all past service with Seller or Apache shall be counted Car Rental, ARAC and their respective subsidiaries as if it such service had been service for Purchaser in determining eligibility for rendered to Car Rental and shall credit such Car Rental Employees with respect to deductibles, copayments, out-of-pocket maximums and the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of like with amounts credited to such Car Rental Employees under the last continuous period of service of Newsprint Employees and Apache Employees corresponding Welfare Plan as of the date set forth on Schedule 6.8close of the Transition Period. If Purchaser assumes In connection with the foregoing, ARAC agrees to provide HFS or its designated insurance representative with such information as may be reasonably requested by HFS and continues one or more of Seller’s Health, Welfare necessary for HFS to establish any such welfare plan and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardto enroll such Car Rental Employees.

Welfare Plans. Effective Coverage for all Continuing Employees and their respective spouses and dependents under the Compensation and Benefit Plans that are welfare benefit plans (“Seller Welfare Plans”) will cease to be effective as of immediately prior to the Closing Date, Purchaser shall . Seller and the Seller Welfare Plans will be liable for all claims incurred with respect to Continuing Employees and their spouses and dependents prior to the Closing Date. Acquiror will cause welfare benefit plans sponsored by Acquiror and its Subsidiaries (“Acquiror Welfare Plans”) to provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for all Continuing Employees and their respective eligible spouses and dependents effective on the Closing Date. Acquiror and the Acquiror Welfare Plans will be liable for all claims incurred with respect to Continuing Employees and their eligible spouses and dependents on and after the Closing Date. For purposes of this Section 6.85.03(b), a claim will be deemed “Purchaser’s Healthincurred” on the date that the event that gives rise to the claim occurs (for purposes of life insurance, severance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs). To the extent permitted by applicable Law, and except where such treatment cannot be reasonably accommodated under any applicable Acquiror Welfare Plan that is a life insurance plan, Acquiror will cause each Acquiror Welfare Plan to (i) waive all limitations as to preexisting conditions, exclusions and Fringe Benefit Plans”) for Newsprint service conditions with respect to participation and coverage requirements applicable to Continuing Employees, other than limitations that were in effect with respect to such Continuing Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date under the corresponding Seller Welfare Plan, (ii) honor any payments, charges and who expenses of such Continuing Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Seller Welfare Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Acquiror Welfare Plan during the same plan year in which such payments, charges and expenses were made, and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise qualify for be applicable to a Continuing Employee following the Closing Date to the extent such coverage or benefits. In employee had satisfied any similar limitation under the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, corresponding Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardPlan.

Welfare Plans. Effective as of the Closing DateClosing, the Purchaser shall establish or identify welfare benefit plans that will provide group health, life insurance, long term disability benefits to (and other welfare assume liabilities and fringe benefit account balances of the Seller's flexible benefits plan coverage with respect to) Company Employees and benefits (for the purposes of their dependents in accordance with this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser 5.1.7. Effective as of the Closing Date and who otherwise qualify for such coverage Closing, Seller shall transfer or benefits. In cause to be transferred to the case Purchaser (or one of Hourly Newsprint Employees and Hourly Apache Employeesits Affiliates designated by Purchaser) an amount in cash equal to the excess, such coverage or benefits shall provide substantially comparable coverage and benefits in if any, of the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (contributions for the purposes plan year in which the Closing occurs of this Section 6.8, “all Company Employees then participating in Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with 's flexible benefits plans over the relevant Collective Bargaining Agreements and aggregate reimbursements for the plan year in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint which the Closing occurs to all Company Employees and Hourly Apache Employeesunder such plan. In the case of Salaried Employees, The Purchaser shall offer substantially comparable coverage and cause such amounts to be credited to each such employee's accounts under the Purchaser's (or one of its Affiliate's) corresponding flexible benefits in the aggregate as provided under Seller’s Healthplan, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided established and in effect for such employees as of the Closing, and all claims for reimbursement which have not been paid as of the date of the transfer to Retained Employees the Purchaser (or one of its Affiliates) and Hired Employees in accordance with credited under the Purchaser's (or one of its Affiliate's) flexible benefits plan shall be paid pursuant to and under the terms of the Transitional Services AgreementPurchaser's (or one of its Affiliate's) flexible benefits plan. A Newsprint Employee’s In connection with such transfer, the Purchaser shall deem that such employees' deferral elections made under the Seller's flexible benefits plan for the plan year in which the Closing occurs shall continue in effect under the Purchaser's (or Apache Employee’s last continuous period one of service with its Affiliate's) flexible benefits plan for the remainder of the plan year in which the Closing occurs. Effective as of the Closing, the Company shall be responsible and liable for providing the appropriate COBRA notices and coverage required under COBRA to Company Employees and their beneficiaries who experience a "qualifying event" on or after the Closing Date, and Seller or Apache one of its Affiliates other than the Company shall be counted as if it had been service responsible and liable for providing the appropriate COBRA notices and for providing or continuing to provide coverage required under COBRA with respect to Company Employees, Former Employees and their beneficiaries who experience a "qualifying event" before the Closing Date. If Company Employees participate in the welfare benefit plans of the Purchaser in determining or its Affiliates after the Closing, the Purchaser shall, or shall cause the Company to, (i) cause any pre-existing conditions or limitations and eligibility waiting periods under any group health plans of the Purchaser or its Affiliates to be waived with respect to the Company Employees and their eligible dependents to the extent waived under the corresponding Plan subject to applicable Law and (ii) give each Company Employee credit for the coverage plan year in which the transition from the Seller's or its Affiliates' (other than the Company) plans to the Purchaser's or its Affiliates' plans occurs towards applicable deductibles and annual out-of-pocket limits for expenses incurred prior to the transition date. From and after the Closing, the Seller shall remain responsible for claims of Company Employees and their eligible dependents incurred prior to the Closing Date under those plans that are health, disability, accident or life insurance plans (other than liabilities under a flexible benefits set forth plan within which account balances have been transferred as described in this Section) and, except as otherwise provided in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans5.1.7, the parties Purchaser and the Company shall enter into be responsible for all such liabilities incurred by any Company Employee and his/her eligible dependents on or after the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective With respect to any Buyer Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) or any plan directly or indirectly maintained or contributed to by Buyer providing similar benefits to an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), Buyer shall use commercially reasonable efforts to (i) cause to be waived any pre-existing condition limitations or actively-at-work requirements, except to the extent such pre-existing condition or requirement would have applied to the New Buyer Employee under the corresponding Employee Benefit Plan immediately prior to the Closing Date and (ii) give effect, in determining any deductible and maximum out of pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, New Buyer Employees with respect to similar plans maintained Seller or its Affiliates for New Buyer Employees immediately prior to the Closing Date. Following the Closing Date, Purchaser Buyer shall provide group healthhave in effect, life insuranceor cause to be in effect, long term disability and other welfare and fringe benefit flexible spending reimbursement accounts under a cafeteria plan coverage and benefits qualifying under Section 125 of the Code (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit PlansBuyer Cafeteria Plan”) for Newsprint Employees and Apache that provides benefits to New Buyer Employees who are offered and accept employment with Purchaser participate in the flexible spending account reimbursement plans of Seller or its subsidiaries as of the Closing Date that is not a Company Benefit Plan (a “Seller Cafeteria Plan”). Buyer will cause the Buyer Cafeteria Plan to honor and who otherwise qualify continue through the end of the calendar year in which the Closing Date occurs the elections made by each New Buyer Employee under any Seller Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date. As soon as reasonably practicable following the Closing Date, Seller shall cause to be transferred to Buyer an amount in cash equal to the excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under any Seller Cafeteria Plan made during the year in which the Closing Date occurs by the New Buyer Employees over the aggregate reimbursement payouts made for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, year from such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache accounts to such New Buyer Employees. In the case of Salaried Employees, Purchaser Buyer shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall cause such amounts to be provided credited to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint each such New Buyer Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser corresponding accounts under the Buyer Cafeteria Plan in determining eligibility for which such New Buyer Employees participate following the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as of the later of the Closing Date or the date on which he or she becomes a New Employee (the "Employment Transfer Date") under any medical, dental, vision, prescription drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by Buyer for its employees ("Buyer's Welfare Plans"). Buyer agrees to (i) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sellers for employees of the Systems ("Sellers' Welfare Plans") and (ii) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under Buyer's Welfare Plans for deductibles paid under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under Buyer's Welfare Plans. As soon as reasonably practicable after the Closing Date, Purchaser Sellers shall provide group healthprepare and deliver to Buyer SCHEDULE 6.5(d), life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise Buyer to comply with the relevant Collective Bargaining Agreements preceding sentence. Sellers will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Sellers' Welfare Plans. Sellers will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections 601-608 of ERISA to or with respect to any of Sellers' employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. A Newsprint Employee’s Buyer will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as of the later of the Closing Date or the date on which he or she becomes a New Employee (the "Employment Transfer Date") under any medical, dental, vision, prescription drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by Buyer for its employees ("Buyer's Welfare Plans"). Buyer agrees to (i) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Sellers for employees of the Systems ("Sellers' Welfare Plans") and (ii) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under Buyer's Welfare Plans for deductibles paid under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under the Sellers' Welfare Plans during the coverage year of the Buyer's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under Buyer's Welfare Plans. As soon as reasonably practicable after the Closing Date, Purchaser Sellers shall provide group healthprepare and deliver to Buyer SCHEDULE 0, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise Buyer to comply with the relevant Collective Bargaining Agreements preceding sentence. Sellers will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Sellers' Welfare Plans. Sellers will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections 601-608 of ERISA to or with respect to any of Sellers' employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. A Newsprint Employee’s Buyer will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.83(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) ("Welfare Plans") that are sponsored by the New Diamond Entities ("Old Welfare Plans") and shall commence participation in Welfare Plans sponsored by Retained Entities ("New Welfare Plans"). New Diamond will provide administrative services and support to the New Welfare Plans following the Closing Date, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all ▇▇▇▇▇▇▇'▇ compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all ▇▇▇▇▇▇▇'▇ compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all ▇▇▇▇▇▇▇'▇ compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a ▇▇▇▇▇▇▇'▇ compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective (i) For the period from the Distribution Date through December 31, 2001 ("Benefit Transition Period"), Pitney Bowes shall continue to provide benefits for Transferred Employees (▇▇▇ ▇heir eligible spouses and dependants) to the extent provided to such individuals immediately prior to the Distribution Date under its medical plan, dental plan, long-term disability plan, short-term disability policy, life insurance plan and accidental death and dismemberment plan ("Pitney Bowes Welfare Plans"). Imagistics shall promptly reimburse Pitney Bo▇▇▇ ▇or the costs of such benefits incurred during the Benefit Tra▇▇▇▇▇on Period as follows: (A) Imagistics shall transfer to an account designated by Pitney Bowes a cash amount, based on historical claim levels, on the first day of October 2001, November 2001, December 2001, January 2002 and February 2002 as stipulated in writing by Pitney Bowes to cover the payment of claims by Transferred Employ▇▇▇ ▇nd their eligible spouses and dependants incurred under the Pitney Bowes Medical Plan and Pitney Bowes Dental Plan during the ▇▇▇▇fit Transition Period. No later tha▇ December 31, 2002, if the actual claims incurred for these individuals during the Benefit Transition Period are less than the aggregate estimated payments described above, Pitney Bowes shall transfer to Imagistics an amount equal to the ▇▇▇▇▇s, and if the actual claims incurred for such period are greater than the aggregate estimated payments, Imagistics shall transfer in cash an amount equal to the underpayment. (B) As soon as practicable following the Distribution Date, Pitney Bowes shall cause any Transferred Employee who was receiving ▇▇nefits under the Pitney Bowes Long Term Disability Plan to be covered by UNUM, or ▇▇▇▇▇ replacement carrier, such that following such transfer of coverage, neither Pitney Bowes nor Imagistics will be responsible or liable for the ▇▇▇▇me replacement benefits which would otherwise be provided by the Pitney Bowes Long Term Disability Plan. In addition, as soon as p▇▇▇▇▇cable following December 31, 2001, Pitney Bowes shall cause any Transferred Employee who becomes entitled to benefits under the Pitney Bowes Long Term Disability Plan during the Benefit Transit▇▇▇ ▇eriod to be covered by UNUM, or other replacement carrier, such that following such transfer of coverage, neither Pitney Bowes nor Offices Systems will be responsible or liable for the inco▇▇ replacement benefits which would otherwise be provided by the Pitney Bowes Long Term Disability Plan. Imagistics shall reimburse Pitney Bowes in cash on the last day of September 2001, October 2001, November 2001 and December 2001, an amount equal to the income replacement benefits provided to Transferred Employees who become eligible for such benefits under the Pitney Bowes Long Term Disability Plan. (C) Imagi▇▇▇▇▇ shall provide to Transferred Employees who are receiving income replacement benefits under the Pitney Bowes Long Term Disability Plan as of the Closing DateDistribution Dat▇ ▇▇▇ical benefits which are comparable, Purchaser shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan in terms of coverage and cost sharing arrangements, to the medical benefits provided to active Transferred Employees for a period of three years following the Distribution Date. (ii) As of December 31, 2001, Imagistics will cease participation in the foregoing Pitney Bowes Welfare Plans and will establish or designate welfare pla▇▇ ▇▇thin the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, for the purposes benefit of this Section 6.8, “Purchaser’s Health, Transferred Employees (the "Replacement Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regard").

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and plans providing preretirement welfare benefits (for the benefit of (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans"). The Non-union Welfare Plans and the Bargained Welfare Plans are hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of 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 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 or requirements for evidence of insurability under the Buyer Welfare Plans shall be waived for Transferred Employees, and 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. (i) Except as otherwise provided in subsection (b)(ii) or (b)(iii) of this Section 6.8(b) or in an applicable collective bargaining agreement, “Purchaser’s HealthBuyer shall provide or cause to be provided retiree medical, Welfare health, and Fringe Benefit Plans”life benefits to each Transferred Employee (or the dependents or beneficiaries of such Transferred Employee, as the case may be) under the same terms and conditions as apply to comparable employees of Buyer, and Seller shall have no obligation to provide retiree medical, health, and life benefits in respect of any Transferred Employee on or after the Closing Date. (ii) Subject to Section 11.4, below, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is not subject to a collective bargaining agreement as of the Closing Date, who has combined age and years of accredited service (within the meaning of the Seller Pension Plan) as of the Closing Date equal to at least 66, and who as of his or her retirement has combined age and years of accredited service (within the meaning of the Seller Pension Plan) equal to at least 76 and at least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Nonunion Transferred Employee"), Seller shall provide or cause to be provided to each such Retired Nonunion Transferred Employee (and/or his or her dependents and beneficiaries) retiree medical, health, and life benefits under terms and conditions that are substantially identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated noncollectively bargained employees retiring as of the Closing Date; provided that nothing in this subsection (b)(ii) shall be construed to prevent any Retired Nonunion Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. For a period of five (5) years following the retirement of each Retired Nonunion Transferred Employee from Buyer and its Affiliates or any successor thereof, Buyer shall reimburse Seller, in accordance with this subsection (b)(ii), for Newsprint Employees the cost of the retiree medical, health, and Apache Employees life coverage for which Seller is responsible and that Seller actually provides pursuant to this subsection (b)(ii). The five (5) year time period for this reimbursement obligation shall be determined separately in respect of each Retired Nonunion Transferred Employee. For each year for which Buyer is required to reimburse Seller under this subsection (b)(ii), Buyer shall pay Seller annually in arrears, within 30 days after Seller provides a statement therefor to Buyer, (A) $4,000 with respect to each Retired Nonunion Transferred Employee who are offered has not yet attained age 65 during the year for which the payment is made and accept employment $4,000 with Purchaser respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has not yet attained age 65 during the year for which the payment is made, and (B) $1,800 with respect to each Retired Nonunion Transferred Employee who has attained at least age 65 during the year for which the payment is made and $1,800 with respect to each spouse who is covered with respect to a Retired Nonunion Transferred Employee and who has attained at least age 65 during the year for which the payment is made. No reimbursement shall be due with respect to any dependent, other than a spouse, covered with respect to a Retired Nonunion Transferred Employee. The reimbursement obligation for partial years shall be prorated based on the portion of the year covered by the obligation. Each Retired Nonunion Transferred Employee (or his or her dependent or beneficiary, as the case may be) who is provided benefits by Seller under this subsection (b)(ii) shall be required to pay to Seller any premium, contribution or other payment required under, and shall be subject to any copayment or deductible required under, the terms of Seller's applicable retiree medical, health, or life benefit plan; to the extent that any amount constituting such a payment is deducted from any plan, program, or arrangement maintained by Buyer or one of its Affiliates or is otherwise paid to Buyer or one of its Affiliates by such person, Buyer shall cause such amount to be paid to Seller as soon as administratively practicable. (iii) In addition to any other benefits to be provided pursuant to this Article XI, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is subject to a collective bargaining agreement as of the Closing Date and who otherwise qualify for such coverage as of his or benefits. In her retirement has combined age and years of accredited service (within the case meaning of Hourly Newsprint Employees the Seller Pension Plan) equal to at least 76 and Hourly Apache Employeesat least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Union Transferred Employee"), such coverage or benefits Buyer shall provide or cause to be provided to each such Retired Union Transferred Employee (and/or his or her dependents and beneficiaries) retiree medical, health, and life benefits, for a period of at least five (5) years following the Closing Date, under terms and conditions that are substantially comparable coverage identical to the terms and conditions under the corresponding programs offered by Seller to its similarly situated collectively bargained employees retiring as of the Closing Date. As of the date of this Agreement, Seller maintains one or more voluntary employees' beneficiary associations (within the meaning of Section 501(c)(9) of the IRC) to fund retiree medical, health, and life benefits with respect to the Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date (the "Seller VEBA"). Within 90 days following the Closing Date, Seller shall direct the trustee of the Seller VEBA to transfer an amount in cash from the Seller VEBA to the trustee of one or more voluntary employees' beneficiary associations (within the meaning of Section 501(c)(9) of the IRC) that Buyer maintains or shall cause to be maintained to fund retiree medical, health, and life benefits with respect to the Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date. The amount to be transferred pursuant to the preceding sentence shall be equal, based on the actuarial assumptions set forth in Schedule 11.2.3(b)(iii), to the aggregate Accumulated Postretirement Benefit Obligation (as Seller’s defined in Statement of Financial Accounting Standards No. 106) as of the Closing Date (which shall be the actuarial assumptions used by seller in developing the level of expense under Statement of Financial Accounting Standards No. 106 for the 1999 fiscal year) attributable to retiree medical, health, and life insurance, welfare benefits for Transferred Employees who are subject to a collective bargaining agreement as of the Closing Date. (iv) Benefits provided pursuant to subsections (b)(ii) and fringe benefit plans provide (for the purposes b)(iii) of this Section 6.8(b) (including for this purpose, “the determination of who is eligible for such benefits) shall take into account service with Buyer or any of its Affiliates on and after the Closing Date in the same manner as if such post-Closing Date service was performed with Seller’s Health. Buyer shall provide Seller with such information as shall be reasonably required to implement the immediately preceding sentence with respect to subsection (b)(ii) of this Section (b). (c) Buyer shall refer to GTE Service Corporation and GTE Service Corporation shall assume responsibility for any valid claim under a Seller Welfare Plan for disability, medical, or dental benefits made by a Transferred Employee on or after the Closing Date arising from a disability or loss incurred on or before the Closing Date. Nothing in this Section 11.2.3 shall require Seller, any Affiliate of Seller, or the Seller Welfare Plans to make any payment or to provide any benefit not otherwise provided by the terms of the Seller Welfare Plans. (d) Seller, Buyer, their respective Affiliates, and Fringe Benefit the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans pursuant to subsection (c) of this Section 11.2.3, and in providing each other with any records, documents, or other information within its 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. (e) Except as otherwise provided in Section 11.2.3(b)(iii) or in Section 11.2.3(f), nothing in this Agreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans to Buyer or the Buyer Welfare Plans”. (f) and otherwise comply Seller will make available to Buyer, prior to the Closing Date, a list of those Transferred Employees that have participated in the health or dependent care reimbursement accounts of Seller under the GTE Flexible Reimbursement Plan (the "FRP"), together with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation elections made prior to the Closing Date with respect to such accounts through the Closing Date, any balances standing to the credit of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Transferred Employees, Purchaser and the corresponding amounts being transferred to the corresponding Buyer's plan in accordance with the following sentence. As of the Closing Date, Seller shall offer substantially comparable coverage cause the portion of the FRP applicable to Transferred Employees to be segregated into a separate component and benefits all account balances of the Transferred Employees in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (g) On and for a period of at least three (3) years after the Closing Date, Transferred Employees not subject to a collective bargaining agreement shall be eligible for benefits under a Buyer severance or separation pay policy or plans that are the same as or comparable to the severance or separation pay policy benefits that are provided by Seller (or the applicable Affiliate, if the Transferred Employee is employed by an employer other than the Seller) or a Seller Pension Plan as of the Closing Date. Buyer shall recognize the service of each such Transferred Employee with Seller and its Affiliates for eligibility, vesting, and benefit determinations under the Buyer severance or separation pay policy or plan. Transferred Employees subject to Retained Employees and Hired Employees a collective bargaining agreement shall be eligible for severance or separation pay benefits in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardapplicable collective bargaining agreement.

Welfare Plans. Effective as of the Closing Date, Purchaser Retained Employees shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (cease to participate in plans providing for the purposes type of this benefits described in Section 6.8, 3(1) of ERISA (other than retiree medical plans under which Former Retained Employees shall continue to participate (but not to actively accrue credit for service) following the Closing Date) (“Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees that are sponsored by the New Diamond Entities (“Old Welfare Plans”) and Apache Employees who are offered shall commence participation in Welfare Plans sponsored by Retained Entities (“New Welfare Plans”). New Diamond will provide administrative services and accept employment with Purchaser support to the New Welfare Plans following the Closing Date, as set forth in the Transition Services Agreement. Effective as of the Closing Date, the Company shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of Retained Employees, and New Diamond shall assume all responsibility for, and all Liabilities in respect of, accrued but unused vacation days of New Diamond Employees. As of the Closing Date, (a) New Diamond shall assume or retain liability for all w▇▇▇▇▇▇’▇ compensation claims with respect to New Diamond Employees and Retained Employees that arose directly out of injuries or illness that occurred prior to the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint disability claims with respect to New Diamond Employees and Hourly Apache EmployeesRetained Employees that arose prior to the Closing Date, such coverage (b) New Diamond shall assume or benefits retain liability for all w▇▇▇▇▇▇’▇ compensation claims with respect to New Diamond Employees that arise out of injuries or illness that arise on or after the Closing Date and disability claims with respect to New Diamond Employees that arise on or after the Closing Date and (c) the Company shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (assume or retain liability for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply all w▇▇▇▇▇▇’▇ compensation claims with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided respect to Retained Employees that arise directly out of injuries or illness that arise on or after the Closing Date and Hired disability claims with respect to Retained Employees in accordance with that arise on or after the terms Closing Date. For purposes of the Transitional Services Agreement. A Newsprint Employee’s preceding sentence, under no circumstances will a w▇▇▇▇▇▇’▇ compensation claim be deemed to have arisen out of an injury occurring prior to the Closing Date or Apache Employee’s last continuous period of service with Seller will a claim for disability benefits be deemed to have arisen prior to the Closing Date, in each case, if the applicable claim is not filed prior to, or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Planswithin 180 days following, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardClosing Date.

Welfare Plans. Effective (1) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, the Surviving Corporation maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and benefits (plans for the purposes benefit of this Section 6.8, “Purchaser’s Health, the Transferred Employees (the "BUYER WELFARE PLANS"). The Buyer Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees their dependents and Hourly Apache Employeesbeneficiaries) that, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate aggregate, are comparable to the welfare benefits provided by other employers in the same industry as Seller’s health, life insurance, the Company. 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 to the extent satisfied under the employee welfare and fringe benefit plans provide maintained by Verizon on the Closing Date (hereinafter referred to collectively as the "SELLER WELFARE PLANS"), and 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 purposes plan year of this Section 6.8, “Seller’s Health, the applicable Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of each Transferred Employee's co-payment amounts and deductible and out-of-pocket limits under the last continuous Seller Welfare Plans. (2) For a period of service of Newsprint Employees three years after the Closing Date, Seller shall cause the Seller Welfare Plans providing retiree medical, health, and Apache life benefits to former Employees as of the date set forth on Schedule 6.8Closing Date (the "SELLER RETIREE WELFARE PLANS") to recognize service with Buyer and the Surviving Corporation after the Closing Date by Transferred Participants for the purpose of determining eligibility for retiree welfare benefits under the then applicable terms of the Seller Retiree Welfare Plans. If Purchaser assumes and continues one or more of Seller’s Health, To the extent such service crediting requires an amendment to the Seller Retiree Welfare and Fringe Benefit Plans, Seller shall provide Buyer, within ten business days after the parties Closing Date, with a copy of such amendment. Nothing herein shall enter into prevent Seller in its sole discretion from crediting such service with Buyer and the Surviving Corporation to other Transferred Employees or shall require Seller to provide greater benefits to Transferred Participants than are provided to other participants in the Seller Retiree Welfare Benefit Plans Assignment who are actively employed by Seller and Assumption Agreement its Affiliates after the Closing Date. (3) Seller, Buyer, their respective Affiliates, and the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans and the Buyer Welfare Plans, and in providing each other with any records, documents, or other information within its 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. Seller shall be and remain solely responsible and liable for any and all claims under any Seller Welfare Plan incurred on or prior to the Closing Date by any Transferred Employee. Buyer shall be and remain solely responsible and liable for any and all claims under any Buyer Welfare Plan incurred after the Closing Date by any Transferred Employee. For purposes of this Agreement: (i) a claim for health benefits (including claims for medical, prescription drug 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 individual claiming such benefit; (ii) a claim for sickness, accident or disability benefits will be deemed to have been incurred on the date on which all events (other than the filing of a claim or similar procedural requirements) entitling the claimant to benefits have occurred; and (iii) in the case of any claim for benefits other than health benefits and sickness, accident or disability benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurrence of the event giving rise to such claim. (4) Except as provided in Section 6.2(c)(5) below, nothing in this regardAgreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans (including the Seller Retiree Welfare Plans) to Buyer or its Affiliates or the Buyer Welfare Plans. (5) As of the Closing Date, Seller shall cause the portion of the GTE Flexible Reimbursement Plan providing for medical and dependent care flexible spending accounts (the "FRP") applicable to Transferred Employees to be segregated into a separate component and all liabilities and account balances of the Transferred Employees in the FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (6) Transferred Employees who are involuntarily terminated (other than for cause, which may include poor performance) by the Surviving Corporation or any of its Affiliates within the 12-month period beginning on the Closing Date shall be eligible for benefits under a Surviving Corporation severance or separation pay policy or plan that provides a severance benefit of at least two weeks of pay (including cash incentives and bonuses) for each year of service (credited with Buyer, Seller, and their respective Affiliates), subject to a maximum benefit of 35 weeks of pay (including cash incentives and bonuses) and to a minimum severance benefit of 26 weeks of pay (including cash incentives and bonuses) for those Transferred Employees listed in Section 6.2(c)(6) of the Seller Disclosure Schedule. Subject to the foregoing, such benefits may be provided in the manner and under the plan or policy designated by Buyer in its discretion. Except as specifically provided otherwise in the relevant Seller severance pay plan, each Transferred Employee listed in Section 6.1(a)(1) of the Seller Disclosure Schedule shall be treated as a "Transferred Employee" for purposes of the Seller Pension Plan and shall not be entitled to severance benefits (including under the Qualified Involuntary Separation Program) from Seller or any of its Affiliates (other than, after the Closing Date, the Surviving Corporation) or any plan or policy maintained by any of such Persons. Seller shall take any actions necessary or appropriate in respect of the immediately preceding sentence.

Welfare Plans. Effective (i) Seller shall retain the responsibility for payment of all covered medical, dental, life insurance and long-term disability claims or expenses incurred by any Affected Employee under any Seller Plan prior to the Closing Date; provided, however, that Purchaser shall be responsible for reimbursing Seller for any claims incurred but not reported under such a Benefit Plan with respect to Affected Employees and their eligible dependents and beneficiaries as of the Closing Date. Purchaser shall remit to Seller all Affected Employee premiums due for medical and dental benefit coverage under any Seller Plan attributable to periods prior to the Closing Date, but which, as of the Closing Date, had not been collected and remitted to Seller. To the extent an Affected Employee is receiving short-term disability benefits as of the Closing Date, Purchaser shall provide group health, life insurance, long assume responsibility for such continuing short-term disability benefits; provided, however, that should such Affected Employee become entitled to long-term disability benefits pursuant to the long-term disability plan maintained by Seller (assuming, for these purposes, that such Affected Employee had been employed by Seller at the time that the event giving rise to the disability occurred), then Seller shall retain responsibility for providing such Affected Employee with long-term disability benefits. On, or no later than fourteen (14) days following, the Closing Date, Seller shall provide Purchaser with a list that sets forth the Affected Employees who are out on short term disability or other leave of absence as of the Closing Date. (ii) To the extent applicable and other permitted under applicable Law, Purchaser shall, or shall cause the Companies, the Companies’ Subsidiaries, and their respective Affiliates to, waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees (and their eligible dependents) under any Purchaser Plan that is a welfare plan (within the meaning of section 3(1) of ERISA) to the extent such conditions were satisfied under a corresponding Benefit Plan immediately prior to the Closing Date. Purchaser shall provide each Affected Employee (and fringe their eligible dependents) with credit under any Purchaser Plan that is a welfare plan for any co-payments and deductibles paid under a corresponding Benefit Plan in the calendar year in which the Closing Date occurs (or, if later, in the calendar year in which Affected Employees (and their eligible dependents) become eligible to participate in such Purchaser Plan) for purposes of satisfying any applicable deductibles, co-payment or out-of-pocket limits under the corresponding Purchaser Plans. (iii) Purchaser shall take all action necessary to ensure that all Affected Employees (and their eligible dependents) who participated in any medical plan maintained by Seller or any of its Affiliates immediately prior to the Closing shall be eligible to participate in a medical plan maintained by Purchaser or any of its Affiliates, effective as of the Closing Date. Following the Closing Date, Seller shall, or shall cause its Affiliates to, retain all obligations to provide continuation health care coverage in accordance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“COBRA”) to all Persons who incur or incurred a “qualifying event” in accordance with COBRA at any time under any Seller Benefit Plans. Following the Closing Date, Purchaser shall, or shall cause an Affiliate to, provide COBRA coverage to all Affected Employees and their qualified beneficiaries who incur a “qualifying event” in accordance with COBRA under an employee benefit plan coverage and benefits maintained by Purchaser or any of its Affiliates at any time on or after the Closing Date. (iv) Purchaser shall establish, for the calendar year in which the Closing Date occurs, flexible spending accounts for medical and dependent care expenses under a new or existing plan established or maintained under Section 125 and Section 129 of the Code (“Purchaser’s FSA”), effective as of the Closing Date, for each Affected Employee who, on or prior to such date, is a participant in, and maintains a flexible spending account for medical or dependent care expenses under, a Seller Benefit Plan pursuant to Section 125 and Section 129 of the Code (“Seller’s FSA”). As of the Closing Date, Purchaser shall credit the applicable account of each such Affected Employee under Purchaser’s FSA with an amount equal to the balance of such Affected Employee’s account under Seller’s FSA immediately prior to such date. Purchaser and Seller intend that the actions to be taken pursuant to this subparagraph be treated as an assumption by Purchaser of the portion of Seller’s FSA and the elections made thereunder attributable to such Affected Employees. As soon as reasonably practicable after the Closing Date, the Seller shall determine the Aggregate Balance (as defined below) of the assumed flexible spending accounts and notify the Purchaser of the amount of such Aggregate Balance in writing. For purposes of this Section 6.87.1(e)(iv), the term “Purchaser’s HealthAggregate Balance” shall mean, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache EmployeesDate, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for amount of contributions that have been made to the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Affected Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided ’ flexible spending accounts under Seller’s Health, Welfare and Fringe Benefit Plans, except FSA by Affected Employees for including retiree health and retiree life insurance. Purchaser may assume and continue any or all the plan year in which the Closing Date occurs minus the aggregate amount of reimbursements that have been made from the Affected Employees’ flexible spending accounts under Seller’s HealthFSA to Affected Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, Welfare and Fringe Benefit Plansthe Purchaser shall pay such negative amount to the Seller as soon as practicable following the Purchaser’s receipt of the written notice thereof. If the Aggregate Balance is a positive amount, except for the Seller shall pay such positive amount to the Purchaser as soon as practicable following the Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided delivery to Retained Employees and Hired Employees in accordance with the terms Purchaser of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardwritten notice thereof.

Welfare Plans. Effective (a) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Buyer maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and plans providing preretirement welfare benefits (for the purposes benefit of this Section 6.8, “Purchaser’s Health, (i) the non-bargained Transferred Employees (the "Non-union Welfare Plans") and Fringe Benefit (ii) the union-represented Transferred Employees in accordance with the provisions of applicable collective bargaining agreements (the "Bargained Welfare Plans”) for Newsprint Employees "). The Non-union Welfare Plans and Apache Employees who the Bargained Welfare Plans are offered and accept employment with Purchaser hereinafter referred to collectively as the "Buyer Welfare Plans." The Buyer Welfare Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify their dependents and beneficiaries) that, in the aggregate, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare benefit plans maintained by Seller on the Closing Date. For purposes of 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 plans maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Any restrictions on coverage for such coverage pre-existing conditions or benefits. In requirements for evidence of insurability under the case of Hourly Newsprint Employees and Hourly Apache Buyer Welfare Plans shall be waived for Transferred Employees, such coverage or benefits and Transferred Employees shall provide substantially comparable coverage receive credit under the Buyer Welfare Plans for co-payments and benefits in payments under a deductible limit made by them and for out-of-pocket maximums applicable to them during the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for plan year of the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Plan in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of the last continuous period 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. (i) Except as otherwise provided in subsection (b)(ii) or (b)(iii) of service this Section (b) or in an applicable collective bargaining agreement, Buyer shall provide or cause to be provided retiree medical, health, and life benefits to each Transferred Employee (or the dependents or beneficiaries of Newsprint Employees such Transferred Employee, as the case may be) under the same terms and Apache Employees conditions as apply to comparable employees of Buyer, and Seller shall have no obligation to provide retiree medical, health, and life benefits in respect of any Transferred Employee on or after the Closing Date. (ii) Subject to Section 11.4, below, following the retirement from Buyer and its Affiliates or any successor thereof of a Transferred Employee who is not subject to a collective bargaining agreement as of the date set forth on Schedule 6.8. If Purchaser assumes Closing Date, who has combined age and continues one years of accredited service (within the meaning of the Seller Pension Plan) as of the Closing Date equal to at least 66, and who as of his or more her retirement has combined age and years of Seller’s Healthaccredited service (within the meaning of the Seller Pension Plan) equal to at least 76 and at least 15 years of accredited service (within the meaning of the Seller Pension Plan) (a "Retired Nonunion Transferred Employee"), Welfare Seller shall provide or cause to be provided to each such Retired Nonunion Transferred Employee (and/or his or her dependents and Fringe Benefit Plansbeneficiaries) retiree medical, health, and life benefits under terms and conditions that are substantially identical to the parties shall enter into terms and conditions under the Welfare Benefit Plans Assignment and Assumption Agreement corresponding programs offered by Seller to its similarly situated noncollectively bargained employees retiring as of the Closing Date; provided that nothing in this regard.subsection (b)(ii) shall be construed to prevent any Retired Nonunion Transferred Employee (or his or her dependents or beneficiaries) from voluntarily relinquishing such benefits. For a period of five (5) years following the retirement of each Retired Nonunion Transferred Employee from Buyer and its Affiliates or any successor thereof, Buyer shall reimburse Seller, in accordance with this subsection (b)(ii), for the cost of the retiree medical, health, and life coverage for which Seller is responsible and that Seller actually provides pursuant to this subsection (b)(ii). The five (5) year time period for this reimbursement obligation shall be determined separately in respect of each Retired Nonunion Transferred Employee. For each year for which Buyer is required to reimburse Seller under this subsection (b)(ii), Buyer shall pay Seller annually in arrears, within 30 days after Seller provides a statement therefor to Buyer, (A) $4,000 with respect to each Retired Nonunion Transferred Employee who has not yet attained

Welfare Plans. Effective (i) Buyer shall take all action necessary and appropriate to ensure that, as soon as possible after the Closing Date, Subsidiary maintains or adopts, as of the Closing Date, Purchaser one or more employee benefit plans, including pre-retirement medical, health, and dental plans, for the benefit of the Continuing Employees and Continuing Executives (the "Subsidiary Welfare Plans"). The Subsidiary Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In pre-retirement benefits to the case of Hourly Newsprint Continuing Employees and Hourly Apache EmployeesContinuing Executives (and their dependents and beneficiaries) that, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s healthaggregate, life insurance, are comparable to the pre-retirement benefits to which they were entitled under the corresponding employee welfare and fringe benefit plans provide maintained by Seller on the Closing Date (hereinafter referred to collectively as the "Seller Welfare Plans"). Buyer shall use its good faith best efforts to ensure that the Subsidiary Welfare Plans contain no restrictions on coverage for the purposes pre-existing conditions or requirements for evidence of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide insurability for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Continuing Employees and Hourly Apache Employees. In the case of Salaried EmployeesContinuing Executives, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained that Continuing Employees and Hired Employees Continuing Executives shall receive credit under the Subsidiary Welfare Plans for co-payments and payments under deductible limits 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 terms of such plan. As soon as possible as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of the last continuous period of service of Newsprint Continuing Employees and Apache Employees as of Continuing Executives who had credited service under a Seller Welfare Plan, together with each such Continuing Employee's and Continuing Executive's service, co-payment amounts, and deductible and out-of-pocket limits under such plan. (ii) Seller, Buyer, the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Seller Welfare and Fringe Benefit Plans, and the parties Subsidiary Welfare Plans shall enter into assist and cooperate with each other in the disposition of claims made under the Seller Welfare Benefit Plans Assignment Plans, and Assumption Agreement in this regardproviding each other with any records, documents, or other information within its 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.

Welfare Plans. Effective Each New Employee shall be eligible for coverage as of the later of the Closing Date or the date on which he or she becomes a New Employee (the "Employment Transfer Date") under any medical, dental, vision, prescription drug, life insurance and other welfare benefit plans (within the meaning of section 3(1) of ERISA) maintained by Buyer for its employees ("Buyer's Welfare Plans"). Buyer agrees to (i) waive any waiting periods and preexisting condition limitations in Buyer's Welfare Plans, except to the extent coverage would have been denied or restricted on a similar basis under the welfare benefit plans of Seller for employees of the Systems ("Seller's Welfare Plans") and (ii) coordinate deductibles, maximum benefit restrictions and "out-of-pocket" maximums so that (A) New Employees receive credit toward any deductibles under Buyer's Welfare Plans for deductibles paid under Seller's Welfare Plans during the coverage year of Buyer's Welfare Plans in which the Employment Transfer Date occurs and (B) New Employees receive credit for eligible claims incurred under Seller's Welfare Plans during the coverage year of Buyer's Welfare Plans in which the Employment Transfer Date occurs toward any "out-of-pocket" maximums under Buyer's Welfare Plans. As soon as reasonably practicable after the Closing Date, Purchaser Seller shall provide group healthprepare and deliver to Buyer SCHEDULE 0, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (setting forth the information needed for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise Buyer to comply with the relevant Collective Bargaining Agreements preceding sentence. Seller will pay or cause to be paid all eligible unpaid claims incurred by New Employees prior to the Employment Transfer Date and in part shall provide which are timely submitted for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees reimbursement in accordance with the terms Seller's Welfare Plans. Seller will be responsible for providing continuation health care ("COBRA") coverage as required by section 4980B of the Transitional Services Code and sections 601-608 of ERISA to or with respect to any of Seller's employees who incurs a "qualifying event" prior to the Employment Transfer Date, including a qualifying event that occurs as a result of the transaction contemplated by this Agreement. A Newsprint Employee’s Buyer will be responsible for providing COBRA coverage to or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for respect to any New Employee who incurs a "qualifying event" after the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardEmployment Transfer Date.

Welfare Plans. Effective (a) The participation by Employee Beneficiaries in Welfare Plans maintained by Seller and its Affiliates (excluding for this purpose Company and Company Subsidiaries) shall cease at the Closing. Buyer shall permit each Employee Beneficiary to enroll as of the Closing in Welfare Plans sponsored by Buyer and its Affiliates (including for this purpose Company and Company Subsidiaries) that are substantially similar to the Welfare Plans applicable to such Employee Beneficiaries immediately prior to the Closing. With respect to such coverage of Employee Beneficiaries under the Welfare Plans of Buyer and its Affiliates: (1) limitations on benefits due to pre-existing conditions shall be waived for any Employee Beneficiary enrolled in any Welfare Plan maintained by Seller and its Affiliates as of the Closing Date, (2) any out-of-pocket annual maximums and deductibles taken into account under Welfare Plans maintained by Seller and its Affiliates for any Employee Beneficiary in the calendar year which contains the Closing Date shall be credited under the Welfare Plans of Buyer and its Affiliates for the same calendar year, Purchaser and (3) with respect to aggregate lifetime maximum benefits available under Welfare Plans of Buyer and its Affiliates, an Employee Beneficiary’s prior claim experience under Welfare Plans maintained by Seller and its Affiliates will not be taken into account. (b) Except as otherwise provided in this Article 12 with respect to specific benefits or Plans, after the Closing: (1) Seller and its Affiliates (excluding for this purpose Company and Company Subsidiaries) shall provide group healthbe solely responsible for: (A) claims for Welfare Benefits that are incurred by or with respect to any Employee Beneficiary before the Closing Date; and (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Employee Beneficiary and his or her beneficiaries and dependents that occur before the Closing Date; and (2) Buyer and its Affiliates (including for this purpose Company and Company Subsidiaries) shall be solely responsible for: (A) claims for Welfare Benefits that are incurred by or with respect to any Employee Beneficiary on or after the Closing Date, life insuranceand (B) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Employee Beneficiary and his or her beneficiaries and dependents that occur on or after the Closing Date. (3) For purposes of the foregoing, long a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or medication is prescribed, and not when the condition arose. (c) Notwithstanding anything herein to the contrary, if any Company employee covered by Seller’s Short Term Disability Plan has become disabled (within the meaning of such plan) prior to the Closing Date, any short-term disability salary continuation income benefits relating to such disability shall be the sole responsibility of Seller, whether payable before or after the Closing Date. Seller’s Long Term Disability Plan shall be responsible for any Company employee covered by Seller’s Long Term Disability Plan who has become disabled (within the meaning of such plan) prior to Closing but has not qualified for benefits because the elimination period has not then expired, subject to the elimination period requirement being met after Closing. (d) From and other welfare after the Closing Date, Buyer, through Company and fringe benefit plan coverage the Company Subsidiaries, shall honor all vacation days of Company employees that accrued prior to the Closing Date and benefits that remain outstanding as of the Closing Date. (for the purposes e) The amount in each Company employee’s account under Seller’s Dependent Care Assistance Plan (which is part of this Section 6.8, “PurchaserSeller’s Health, Welfare and Fringe Benefit Plans”Cafeteria Plan) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify will be transferred by Seller as soon as practicable after Closing to a plan to be set up by Company (or by Buyer or one of its Affiliates for such coverage the benefit of Company employees) that provides equivalent or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or better benefits shall provide substantially comparable coverage and benefits in the aggregate as to Company employees than Seller’s healthDependent Care Assistance Plan. (f) Subject to applicable Law, life insuranceSeller shall cooperate and use its reasonable best efforts in assisting Buyer’s efforts to transition the employees and Plans including providing access and making available to Buyer employee records and benefit information necessary for Buyer to fulfill its obligations under this Article 12, welfare and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part but such cooperation shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided not require Seller to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with incur out-of-pocket costs unless Buyer agrees to reimburse Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardtherefor.

Welfare Plans. (a) Continued Employees and their dependents who are eligible to participate in Seller's current welfare benefits plans, programs or arrangements shall be eligible to participate in the welfare benefits plans, programs or arrangements maintained or established by Buyer ("Buyer's Welfare Plans"), effective as of the Closing Date. Effective as of the Closing Date, Purchaser any and all limitations as to pre-existing conditions and actively-at-work exclusions and waiting periods under Buyer's Welfare Plans shall provide group health, life insurance, long term disability and other welfare and fringe benefit plan coverage and benefits (for the purposes of this Section 6.8, “Purchaser’s Health, Welfare and Fringe Benefit Plans”) for Newsprint be waived by Buyer with respect to Continued Employees and Apache Employees who are offered and accept employment with Purchaser their eligible dependents to the extent satisfied under Seller's applicable Welfare Plans. In addition, effective as of the Closing Date, Buyer shall cause Buyer's Welfare Plans to recognize any out-of-pocket health care expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date and during the calendar year in which such Closing Date occurs for purposes of determining their deductibles and out-of-pocket maximums under Buyer's Welfare Plans. Seller shall retain responsibility under Seller's welfare plans for claims relating to expenses incurred by Continued Employees and their eligible dependents prior to the Closing Date. Buyer shall have responsibility under Buyer's Welfare Plans for claims relating to expenses incurred by Continued Employees and their eligible dependents on and after the Closing Date. (b) Effective as of the Closing Date, Buyer shall have in effect health care and dependent care reimbursement account plans for the benefit of each Continued Employee, the terms of which shall (i) be identical in all material respects to the Flexible Reimbursement Account Plans for Management and Weekly Employees of Seller ("Seller's Reimbursement Account Plans") as in effect on the Closing Date and (ii) give full effect to, and continue in effect, salary reduction elections made under Seller's Reimbursement Account Plans. Prior to the Closing Date, Seller shall cause the accounts of Continued Employees under Seller's Reimbursement Account Plans to be segregated into separate health care and dependent care reimbursement accounts (the "Segregated Reimbursement Accounts"), and such Segregated Reimbursement Accounts shall be transferred to and assumed by Buyer as of the Closing Date. (c) Buyer shall, subject to any applicable laws, provide a retiree health program identical in all material respects to Seller's retiree health program as in effect on the Closing Date to each Continued Employee who otherwise qualify for such coverage or benefits. In terminates his employment with Buyer within three years after the Closing Date, in the case of Hourly Newsprint Employees a Continued Non-Union Employee, and Hourly Apache Employees, such coverage on or benefits shall provide substantially comparable coverage and benefits in prior to the aggregate as Seller’s health, life insurance, welfare and fringe benefit plans provide (for expiration date of the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant applicable Collective Bargaining Agreements and Agreement, in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employeesa Continued Union Employee, Purchaser shall offer substantially comparable coverage and benefits and, in each case, who at the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except time of such termination of employment satisfies the eligibility requirements for including such retiree health and program provided by Buyer; provided, however, that Seller shall remain liable, pursuant to Seller's retiree life insurance. Purchaser may assume and continue any or health program, for all of Seller’s HealthContinued Employees who satisfy, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit PlansClosing Date, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement eligibility requirements then in this regardeffect for Seller's retiree health program.

Welfare Plans. (a) Effective as of the Closing Date, Purchaser shall provide group health, life insurance, long term disability Buyer will or will cause the Acquired Companies to establish or maintain employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare and benefit or fringe benefit plan coverage and benefits arrangements (for collectively, the purposes of this Section 6.8, “Purchaser’s Health, Buyer Welfare and Fringe Benefit Plans”) for Newsprint the benefit of Continued Employees and Apache former employees of the Acquired Companies which are substantially equivalent in the aggregate to the employee welfare benefit plans (within the meaning of Section 3(1) of ERISA) and other employee welfare benefit or fringe benefit arrangements maintained by Seller and its Affiliates (including the Acquired Companies) immediately prior to the Closing Date for the benefit of Continued Employees and former employees of the Acquired Companies (the “Seller Welfare Benefit Plans” if sponsored by an Affiliate and the “Acquired Company Welfare Benefit Plans” if sponsored by the Acquired Company, but only to the extent to which they apply to the employees of the Acquired Company sponsoring the Acquired Company Welfare Benefit Plan). (b) The Buyer Welfare Benefit Plans will provide for the immediate participation of those Continued Employees and former employees of the Acquired Companies who are offered participated in the corresponding Seller Welfare Benefit Plans and accept employment Acquired Company Welfare Benefit Plans immediately prior to the Closing Date. The Buyer will use reasonable best efforts to provide that the Buyer Welfare Benefit Plans will credit each Continued Employee and each former employee of the Acquired Companies with Purchaser as the same service and any other item credited to or otherwise accumulated for the benefit of such Person under the corresponding Seller Welfare Benefit Plans and the Acquired Company Welfare Benefit Plans immediately prior to the Closing Date, including service credited for waiting periods and amounts credited toward any medical or health insurance deductible or co-payments. Without limiting the generality of the foregoing, Buyer will use reasonable best efforts to provide that each Buyer Welfare Benefit Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and lifetime maximum benefits with respect to Continued Employees and former employees of the Acquired Companies under the corresponding Seller Welfare Benefit Plan and the Acquired Company Welfare Benefit Plan for the plan year that includes the Closing Date and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Continued Employees and former employees of the Acquired Companies under the corresponding Seller Welfare Benefit Plan and Acquired Company Welfare Benefit Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of or annual or lifetime maximum limits for Continued Employees and former employees of the Acquired Companies or, in each case, their covered dependents except to the extent such limitations applied to such Persons under the corresponding Seller Welfare Benefit Plan and Acquired Company Welfare Benefit Plan and are permitted under applicable Law; and (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Continued Employees and former employees of the Acquired Companies who otherwise qualify for such coverage were participating in the corresponding Seller Welfare Benefit Plan and Acquired Company Welfare Benefit Plan immediately prior to the Closing Date. (c) From and after the Closing Date, Buyer and its Affiliates (including the Acquired Companies) will assume or benefits. In retain, as the case may be, and will be solely responsible for and will fully perform, pay and discharge, in accordance with their terms, all Liabilities in respect of Hourly Newsprint Continued Employees and Hourly Apache Employees, former employees of the Acquired Companies (and claims by or relating to such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate as Seller’s health, life insurance, Persons) with respect to employee welfare and fringe benefit plans provide (for benefits, whether under the purposes of this Section 6.8, “Seller’s Health, Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list of the last continuous period of service of Newsprint Employees and Apache Employees as of the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into Acquired Company Welfare Benefit Plans, the Buyer Welfare Benefit Plans Assignment or otherwise, and Assumption Agreement whether (i) incurred, or arising in this regardconnection with incidents occurring, before, on or after the Closing Date, or (ii) any claim is made with respect thereto before, on or after the Closing Date. On and after the Closing Date, Buyer and its Affiliates will have full power and authority with respect to investment and disposition of assets held under any trusts (e.g., VEBA Trusts) related to the Seller Welfare Benefit Plans and Acquired Company Welfare Benefit Plans in respect of liabilities related to the Continued Employees, subject to the restrictions of such trusts. (d) From and after the Closing Date, none of Seller or its Affiliates, any Seller Welfare Benefit Plan (as defined below) or any trust thereunder will have any Liability in respect of any (i) Acquired Company Welfare Benefit Plan, (ii) Buyer Welfare Benefit Plan or (iii) claims, benefits and entitlements of Continued Employees under the Seller Welfare Benefit Plans, and no Continued Employees shall be eligible for benefits under the Seller Welfare Benefit Plans.

Welfare Plans. Effective as (a) As of the Closing DateTime of Distribution, Purchaser shall provide group healthMindspeed and the Mindspeed Subsidiaries will have established, life insuranceand will cover Mindspeed Participants who were eligible to participate in the Conexant Welfare Plans immediately prior to the Time of Distribution under, long term disability Welfare Plans and other employee welfare benefit and fringe benefit plan coverage and benefits arrangements (for the purposes of this Section 6.8collectively, “Purchaser’s Health, "Mindspeed Welfare and Fringe Benefit Plans”") for Newsprint Employees and Apache Employees who that are offered and accept employment with Purchaser as of the Closing Date and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees and Hourly Apache Employees, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate to the Conexant Welfare Plans. (b) The Mindspeed Welfare Plans will provide for the immediate participation of those Mindspeed Participants who participated in the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution. Each of the Mindspeed Welfare Plans will credit each Mindspeed Participant thereunder for all Mindspeed Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of such Mindspeed Participant under the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution, including service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment. Without limiting the generality of the foregoing, each Mindspeed Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums, lifetime maximum benefits and amounts contributed under a flexible spending plan with respect to Mindspeed Participants under the corresponding Conexant Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) will recognize all service credited to waiting periods with respect to Mindspeed Participants under the corresponding Conexant Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Mindspeed Participants except to the extent such limitations applied to such Mindspeed Participants under the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution; and (iv) will not impose any other conditions (such as Seller’s proof of good health, life insuranceevidence of insurability or a requirement of a physical examination) upon the participation by Mindspeed Participants who were participating in the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution. (c) As of the Time of Distribution, welfare Mindspeed and fringe benefit plans provide (for the purposes of this Section 6.8Mindspeed Subsidiaries will have established, “Seller’s Healthand will cover Active Mindspeed Employees under, Welfare policies relating to vacation days and Fringe Benefit Plans”) personal and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially sick days that are comparable coverage and benefits in the aggregate as provided under Seller’s Healthto the policies relating to vacation days and personal and sick days maintained by Conexant immediately prior to the Time of Distribution. As of the Time of Distribution, Welfare Mindspeed and Fringe Benefit Plans, except for including retiree health the Mindspeed Subsidiaries will credit each Active Mindspeed Employee with the unused vacation days and retiree life insurance. Purchaser may assume personal and continue any or all sick days accrued by such employee through the Time of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Distribution in accordance with the terms policies relating to vacation days and personal and sick days maintained by Conexant and its Subsidiaries (including members of the Transitional Services AgreementMindspeed Group) applicable to such employee in effect immediately prior to the Time of Distribution. (i) From and after the Time of Distribution, except as specifically set forth in Section 5.01(e)(ii), Mindspeed and the Mindspeed Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) in respect of Mindspeed Participants (and claims by or relating to Mindspeed Participants) with respect to employee welfare and fringe benefits (including medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans, the Mindspeed Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (ii) Conexant and Mindspeed acknowledge and agree that, prior to the Time of Distribution, Conexant, as a joint or concurrent employer of Mindspeed Participants under California Labor Code Section 3602, shall have covered such Mindspeed Participants under workers' compensation coverage through a workers' compensation insurance policy, or as allowed by law, through self-insurance. A Newsprint Employee’s From and after the Time of Distribution, Conexant will provide workers' compensation insurance coverage on the terms in effect prior to the Time of Distribution in respect of claims by or Apache Employee’s last continuous period relating to Mindspeed Participants for periods prior to the Time of service Distribution. Promptly (and in no event later than five (5) Business Days) after receipt of a written request by Conexant, Mindspeed shall reimburse Conexant for any amounts paid by Conexant after the Time of Distribution in respect of workers' compensation claims by or relating to Mindspeed Participants. If the portion of Conexant's total deposit (the "Reserve Amount") as a self-insured employer with Seller the California Department of Industrial Relations, Division of Workers' Compensation (the "Division") attributable to claims by or Apache relating to Mindspeed Participants (the "Mindspeed Reserve Amount") is equal to or greater than $170,000, promptly (and in no event later than five (5) Business Days) after receipt of a written request by Conexant, Mindspeed will deposit with Conexant cash in an amount equal to the excess of the Mindspeed Reserve Amount over the then-current amount deposited by Mindspeed with Conexant pursuant to this Section 5.01(d)(ii). The Mindspeed Reserve Amount shall be counted based on the Reserve Amount determined by the Division on the basis of claims reported on the most recent Self-Insurer's Annual Report filed by Conexant with the Division. The Mindspeed Reserve Amount shall be adjusted annually based on the portion of the Reserve Amount (as determined by the Division on the basis of claims reported on the Self-Insurer's Annual Report) attributable to claims by or relating to Mindspeed Participants. Conexant shall pay to Mindspeed an amount equal to the excess, if it had been service for Purchaser in determining eligibility for any, of the coverage amount deposited by Mindspeed with Conexant pursuant to this Section 5.01(d)(ii) over the then-current Mindspeed Reserve Amount within five (5) Business Days after Conexant receives any excess Reserve Amounts from the Division following the Division's annual determination of the Reserve Amount. (i) From and benefits after the Time of Distribution, except as specifically set forth in this Section 6.8. Attached Agreement, Conexant and the Conexant Subsidiaries hereby assume or retain, as Schedule 6.8 is a list applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the last continuous period Mindspeed Group) in respect of service Conexant Participants (and claims by or relating to Conexant Participants) with respect to employee welfare and fringe benefits (including medical, dental, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Newsprint Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (ii) Except as specifically set forth in this Agreement, from and after the Time of Distribution, Conexant and the Conexant Subsidiaries (or where appropriate, the Conexant Welfare Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge all Liabilities of Conexant or any of its Subsidiaries (including members of the Mindspeed Group) in respect of Conexant Participants and Former Mindspeed Employees and Apache their beneficiaries (and claims by or relating to Conexant Participants and Former Mindspeed Employees as and their beneficiaries) with respect to retiree health and welfare benefits, whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more Time of Seller’s Health, Welfare and Fringe Benefit Plans, the parties shall enter into the Welfare Benefit Plans Assignment and Assumption Agreement in this regardDistribution.

Welfare Plans. Effective (1) Buyer shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, the Company maintains or adopts, as of the Closing Date, Purchaser shall provide group one or more employee welfare benefit plans, including medical, health, life insurancedental, long flexible spending account, accident, life, short-term disability, and long-term disability and other employee welfare and fringe benefit plan coverage and benefits (plans for the purposes benefit of this Section 6.8, “Purchaser’s Health, the Transferred Employees (the "BUYER WELFARE PLANS"). The Buyer Welfare and Fringe Benefit Plans”) for Newsprint Employees and Apache Employees who are offered and accept employment with Purchaser Plans shall provide as of the Closing Date pre-retirement benefits to Transferred Employees (and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint Employees their dependents and Hourly Apache Employeesbeneficiaries) that, such coverage or benefits shall provide substantially comparable coverage and benefits in the aggregate aggregate, are comparable to the welfare benefits provided by other employers in the same industry as Seller’s health, life insurance, the Company. 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 to the extent satisfied under the employee welfare and fringe benefit plans provide maintained by Verizon on the Closing Date (hereinafter referred to collectively as the "SELLER WELFARE PLANS"), and 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 purposes plan year of this Section 6.8, “Seller’s Health, the applicable Seller Welfare and Fringe Benefit Plans”) and otherwise comply with the relevant Collective Bargaining Agreements and in part shall provide for Purchaser’s assumption and continuation of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees in accordance with the terms of corresponding Seller Welfare Plans. As soon as practicable after the Transitional Services Agreement. A Newsprint Employee’s or Apache Employee’s last continuous period of service with Closing Date, Seller or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is deliver to Buyer a list of each Transferred Employee's co-payment amounts and deductible and out-of-pocket limits under the last continuous Seller Welfare Plans. (2) For a period of service of Newsprint Employees three years after the Closing Date, Seller shall cause the Seller Welfare Plans providing retiree medical, health, and Apache life benefits to former Employees as of the date set forth on Schedule 6.8Closing Date (the "SELLER RETIREE WELFARE PLANS") to recognize service with Buyer and the Company after the Closing Date by Transferred Participants for the purpose of determining eligibility for retiree welfare benefits under the then applicable terms of the Seller Retiree Welfare Plans. If Purchaser assumes and continues one or more of Seller’s Health, To the extent such service crediting requires an amendment to the Seller Retiree Welfare and Fringe Benefit Plans, Seller shall provide Buyer, within ten business days after the parties Closing Date, with a copy of such amendment. Nothing herein shall enter into prevent Seller in its sole discretion from crediting such service with Buyer and the Company to other Transferred Employees or shall require Seller to provide greater benefits to Transferred Participants than are provided to other participants in the Seller Retiree Welfare Benefit Plans Assignment who are actively employed by Seller and Assumption Agreement its Affiliates after the Closing Date. (3) Seller, Buyer, their respective Affiliates, and the Seller Welfare Plans and the Buyer Welfare Plans shall assist and cooperate with each other in the disposition of claims made under the Seller Welfare Plans and the Buyer Welfare Plans, and in providing each other with any records, documents, or other information within its 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. Seller shall be and remain solely responsible and liable for any and all claims under any Seller Welfare Plan incurred on or prior to the Closing Date by any Transferred Employee. Buyer shall be and remain solely responsible and liable for any and all claims under any Buyer Welfare Plan incurred after the Closing Date by any Transferred Employee. For purposes of this Agreement: (i) a claim for health benefits (including claims for medical, prescription drug 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 individual claiming such benefit; (ii) a claim for sickness, accident or disability benefits will be deemed to have been incurred on the date on which all events (other than the filing of a claim or similar procedural requirements) entitling the claimant to benefits have occurred; and (iii) in the case of any claim for benefits other than health benefits and sickness, accident or disability benefits (e.g., life insurance benefits), a claim will be deemed to have been incurred upon the occurrence of the event giving rise to such claim. (4) Except as provided in Section 6.2(c)(5) below, nothing in this regardAgreement shall require Seller or its Affiliates to transfer assets or reserves with respect to the Seller Welfare Plans (including the Seller Retiree Welfare Plans) to Buyer or its Affiliates or the Buyer Welfare Plans. (5) As of the Closing Date, Seller shall cause the portion of the GTE Flexible Reimbursement Plan providing for medical and dependent care flexible spending accounts (the "FRP") applicable to Transferred Employees to be segregated into a separate component and all liabilities and account balances of the Transferred Employees in the FRP shall be transferred to a flexible reimbursement plan that Buyer shall cause to be maintained for the duration of the calendar year in which the Closing Date occurs. (6) Transferred Employees who are involuntarily terminated (other than for cause, which may include poor performance) by the Company or any of its Affiliates within the 12-month period beginning on the Closing Date shall be eligible for benefits under a Company severance or separation pay policy or plan that provides a severance benefit of at least two weeks of pay (including cash incentives and bonuses) for each year of service (credited with Buyer, Seller, and their respective Affiliates), subject to a maximum benefit of 35 weeks of pay (including cash incentives and bonuses) and to a minimum severance benefit of 26 weeks of pay (including cash incentives and bonuses) for those Transferred Employees listed in Section 6.2(c)(6) of the Seller Disclosure Schedule. Subject to the foregoing, such benefits may be provided in the manner and under the plan or policy designated by Buyer in its discretion. Except as specifically provided otherwise in the relevant Seller severance pay plan, each Transferred Employee listed in Section 6.1(a)(1) of the Seller Disclosure Schedule shall be treated as a "Transferred Employee" for purposes of the Seller Pension Plan and shall not be entitled to severance benefits (including under the Qualified Involuntary Separation Program) from Seller or any of its Affiliates (other than, after the Closing Date, the Company) or any plan or policy maintained by any of such Persons. Seller shall take any actions necessary or appropriate in respect of the immediately preceding sentence.

Welfare Plans. (a) Effective as of the Closing DateEffective Time, Purchaser shall provide group healthWashington or Alpha will have established, life insuranceand will cover Washington Participants under, long term disability new or existing Welfare Plans and other employee welfare benefit and fringe benefit plan coverage arrangements (collectively, "WASHINGTON WELFARE PLANS") that are comparable in the aggregate to the Welfare Plans and benefits other employee welfare benefit and fringe benefit arrangements maintained by Conexant and its Subsidiaries (including members of the Washington Group) prior to the Time of Distribution in which Washington Participants were eligible to participate immediately prior to the Time of Distribution ("CONEXANT WELFARE PLANS"), with such changes or amendments thereto as Washington may deem appropriate. (b) The Washington Welfare Plans will provide for the immediate participation of those Washington Participants who participated in the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution. Each of the Washington Welfare Plans will credit each Washington Participant thereunder for all Washington Welfare Plan purposes with all service and any other item which had been credited to or otherwise accumulated for the benefit of this Section 6.8such Washington Participant under the corresponding Conexant Welfare Plans immediately prior to the Time of Distribution, “Purchaser’s Healthincluding service credited toward any waiting periods and amounts credited toward any medical or health insurance deductible or co-payment (except to the extent that such crediting would result in the duplication of benefits). Without limiting the generality of the foregoing, each Washington Welfare Plan, to the extent applicable: (i) will recognize all amounts applied to deductibles, co-payments, out-of-pocket maximums and Fringe Benefit Plans”lifetime maximum benefits with respect to Washington Participants under the corresponding Conexant Welfare Plan for the plan year that includes the Time of Distribution and for prior periods (if applicable); (ii) for Newsprint Employees will recognize all service credited to waiting periods with respect to Washington Participants under the corresponding Conexant Welfare Plan; (iii) will not impose any limitations on coverage of pre-existing conditions of Washington Participants, except to the extent such limitations applied to such Washington Participants under the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution; and Apache Employees (iv) will not impose any other conditions (such as proof of good health, evidence of insurability or a requirement of a physical examination) upon the participation by Washington Participants who are offered and accept employment with Purchaser were participating in the corresponding Conexant Welfare Plan immediately prior to the Time of Distribution. (c) Effective as of the Closing Date Effective Time, Washington or Alpha will have established, and who otherwise qualify for such coverage or benefits. In the case of Hourly Newsprint will cover Active Washington Employees under, policies relating to vacation days and Hourly Apache Employees, such coverage or benefits shall provide substantially personal and sick days that are comparable coverage and benefits in the aggregate to the policies relating to vacation days and personal and sick days maintained by Conexant immediately prior to the Time of Distribution. Effective as Seller’s healthof the Time of Distribution, life insurance, welfare Washington and fringe benefit plans provide (for the purposes of this Section 6.8, “Seller’s Health, Welfare and Fringe Benefit Plans”) and otherwise comply Washington Subsidiaries will credit each Active Washington Employee with the relevant Collective Bargaining Agreements unused vacation days and in part shall provide for Purchaser’s assumption personal and continuation sickness days accrued by such employee through the Time of Seller’s Health, Welfare and Fringe Benefit Plans covering Hourly Newsprint Employees and Hourly Apache Employees. In the case of Salaried Employees, Purchaser shall offer substantially comparable coverage and benefits in the aggregate as provided under Seller’s Health, Welfare and Fringe Benefit Plans, except for including retiree health and retiree life insurance. Purchaser may assume and continue any or all of Seller’s Health, Welfare and Fringe Benefit Plans, except for Seller’s health and dental benefits for Salaried Employees, coverage under which shall be provided to Retained Employees and Hired Employees Distribution in accordance with the terms vacation and personnel policies and agreements of Conexant and its Subsidiaries (including members of the Transitional Services Agreement. A Newsprint Employee’s Washington Group) applicable to such employee in effect immediately prior to the Time of Distribution. (d) From and after the Time of Distribution, Washington and the Washington Subsidiaries hereby assume or Apache Employee’s last continuous period retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of service with Seller Conexant or Apache shall be counted as if it had been service for Purchaser in determining eligibility for the coverage and benefits set forth in this Section 6.8. Attached as Schedule 6.8 is a list any of its Subsidiaries (including members of the last continuous period Washington Group) in respect of service of Newsprint Employees Washington Participants (and Apache Employees as of claims by or relating to Washington Participants) with respect to employee welfare and fringe benefits (including medical, dental, vision, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the date set forth on Schedule 6.8. If Purchaser assumes and continues one or more of Seller’s Health, Conexant Welfare and Fringe Benefit Plans, the parties shall enter into Washington Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. Notwithstanding the preceding sentence, Washington and the Washington Subsidiaries will not be liable for amounts actually paid under insured Conexant Welfare Benefit Plans Assignment with respect to which Conexant and Assumption Agreement its Subsidiaries have no obligation to reimburse for claims made with respect to incidents occurring before the Time of Distribution covered thereby. Without limiting the generality of the foregoing, from and after the Time of Distribution, Washington and the Washington Subsidiaries (or where appropriate, the Washington Welfare Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in this regardrespect of Washington Participants (and claims by or relating to Washington Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Conexant Welfare Plans, the Washington Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. (e) From and after the Time of Distribution, Conexant and the Conexant Subsidiaries hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in respect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to employee welfare and fringe benefits (including medical, dental, vision, life, travel, accident, short- and long-term disability, hospitalization, workers' compensation and other insurance benefits), whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution. Without limiting the generality of the foregoing, from and after the Time of Distribution, Conexant and the Conexant Subsidiaries (or where appropriate, the Conexant Welfare Plans) hereby assume or retain, as applicable, and will be solely responsible for and will fully perform, pay and discharge, all Liabilities of Conexant or any of its Subsidiaries (including members of the Washington Group) in respect of Conexant Participants (and claims by or relating to Conexant Participants) with respect to retiree health and welfare benefits and retiree life insurance benefits, whether under the Conexant Welfare Plans or otherwise, whether incurred, or arising in connection with incidents occurring, before, at or after the Time of Distribution and whether any claim is made with respect thereto before, at or after the Time of Distribution.