PROGRAM OF INSURANCE BENEFITS

Section A. General

1. The Company and the Union shall execute an Insurance Agreement, which shall establish a Program of Insurance Benefits (PIB) for Employees and eligible dependents.

2. The PIB shall include the following types of benefits:

a. Medical Benefits

b. Prescription Drug Benefits

c. Dental Benefits

d. Vision Benefits

e. Life and AD&D Insurance

f. Sickness and Accident Benefits

a. The Medical, Prescription Drug, Dental and Vision benefits contained in

the PIB will be provided and administered, as of the Effective Date, by the Company. Beginning on a date no later than January 1, 2004 and continuing through the remaining duration of the Insurance Agreement, the Medical, Prescription Drug, Dental, and Vision benefits will be provided through the Steelworkers Health and Welfare Fund ("the Fund").

b. Sickness and Accident benefits, and Life/AD&D insurance will be provided and administered by the Company, except that the parties may at any time agree to transfer these benefits to the Fund.

c. Any benefits provided through the Fund will be identical (if not identical for any substantive reason, the parties will meet to conform such benefit Ito be substantially equivalent) to the benefits set forth in this PIB.

4. The terms of Sections B through E shall control over any provisions of the

summary plan descriptions or booklets distributed by the Company or I plan

administrators ("SPD's") that address such matters. Notwithstanding any language to

the contrary in those SPD's, the benefits or covered services described therein I shall

not be subject to amendment, modification or termination except as the Union and the Company agree otherwise.

5. The Company shall pay the full cost of the benefits of the PIB during the term of the Insurance Agreement.

6. The Company and the Union shall enter into a Participation Agreement covering

those benefits provided through the Fund. The Fund shall enter into group insurance

contracts with qualified insurance companies for the purposes of providing the

applicable benefits of the PIB. The Fund Board of Trustees shall have the exclusive

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authority, in its sole and absolute discretion, to administer and interpret the PIB and

all other documents maintained in connection with the PIB, and to decide all matters arising in connection with the operation or administration of the PIB. The Fun~ will

issue a Summary Plan Description (SPD) to eligible participants.                                                             I

7. The Company shall make payments to the Fund in accordance with the terms of the Participation Agreement. The obligation of the Fund to maintain coverage shill be conditioned on timely receipt of required contributions from the Company. The failure

of the Company to make the required contributions to the Fund shall not relieve the

Company of it's obligation to pay the full cost of the benefits set forth in the PIB and the Insurance Agreement.

8. The Insurance Agreement shall become effective on the Effective Date and shall remain in effect until 150 days following the termination date of the Basic Labor Agreement.

Section B. Effective Date of Coverage

Employees will become covered as of the Effective Date of the Insurance Agreement.

Newly hired Employees will become covered as of the first day of employment except for Sickness and Accident benefits, which will become effective following the completion of their probationary period.

Section C. Dependent Coverage

1. Dependent coverage will become effective on the same date as the Employee

becomes covered or the date the Employee acquires a dependent, if later. 2. The term "dependent" includes:

a. a spouse;

b. unmarried children under 19 years of age;

c. children after attainment of age 19 but not beyond age 25 if the child is a

full time student; and

d. children after attainment of age 19 while incapable of self-support because

      of disabling illness or injury.

Section D. Termination of Coverage

1. Non-Occupational Disability

Benefits under the PIB will be continued for the duration of an absence, up to a maximum of twelve (12) months from the end of the month last worked for Employees who have two (2) or more years of Continuous Service on the last day worked and up to a maximum of six (6) months from the end of the month last worked for Employee who have less than two (2) years of Continuous Service on the last day worked.

2. Occupational Disability

Benefits under the PIB will be continued for the duration of an absence, but not beyond one (1) month following the end of the month for which statutory compensation payments terminate; except that Sickness and Accident coverage will terminate:

a. at the end of twelve (12) months following the month last worked for Employees with two (2) or more years of Continuous Service on the last day worked, or

b. at the end of six (6) months following the month last worked, for Employees with less than two (2) years of Continuous Service on the last

                    day worked.

3. Layoff

If the Employee ceases work because of layoff, the following provisions will be applicable to coverage under the PIB:

a. Sickness and Accident coverage will terminate on the last day worked. b. For Employees with less than two (2) years of Continuous Service on the

last day worked, all other coverage under the PIB will be continued during such layoff up to a maximum of six (6) months from the end of the month last worked.

c. For Employees with two (2) but less than ten (10) years of Continuous Service on the last day worked, all other coverage under the PIB will be continued during such layoff up to a maximum of eighteen (18) months from the end of the month last worked.

d. For Employees with ten (10) or more years of Continuous Service on the last day worked, all other coverage under the PIB will be continued during such layoff up to a maximum of thirty (30) months from the end of the month last worked.

4. Suspension

Benefits will be continued as if the Employee were on layoff, except that Sickness and Accident coverage will be continued during a period of suspension which is not converted into discharge.

5. Leave of Absence

                  a. If the Employee ceases work because of a leave of absence, all coverage

                    under the PIE will cease at the end of the month last worked.

                          b. If the Employee ceases work due to authorized military duty, Medical,

                    Dental, Vision, Life, AD&D and Prescription Drug benefits coverage will

                    terminate as of the thirty-first (31st) day after the last day worked.

c. If the Employee ceases work due to authorized leave under the Family and Medical Leave Act, Medical, Dental, Vision, Life, AD&D, and Prescription Drug coverage will terminate upon expiration of the authorized leave,

                    unless the Employee returns to work at that time.

6. Termination of Employment

If employment is terminated by other than retirement, all coverage under the PIE will cease on the date of such termination.

7. Reinstatement or Re-Employment

If the Employee returns to work following an absence on account of layoff, leave of absence or disability during which some or all of the coverage under the PIE shall have terminated, all coverage under the PIE will be reinstated on the day the Employee retiIrns to work.

Section E. Continuous Service

Wherever the term Continuous Service is used herein, it means Continuous Service as determined in accordance with Article Five, Section E(3) of the Basic Labor Agreement.

Section F. Summary of Medical Benefits

1. Medical benefits will be provided through a Preferred Provider Organization (PPO), which offers two (2) levels of benefits. Services from a provider who is in the PPO network will be covered at the highest level of benefits. Services from a provider who is not in the PPO network will be covered at the lower level of benefits. In either case, there is no requirement to select a Primary Care Physician (PCP) to coordinate care.

2. Refer to the Summary Plan Description (SPD) entitled "A Guide to Your Benefits" issued by Anthem Blue Cross and Blue Shield for a more detailed description of the benefit program. Following the transfer of medical coverage to the Fund, a revised SPD will be issued by the Fund to eligible participants.

Summary of Medical Benefits

Section G. Summary of Prescription Drug Benefits

1. Prescription Drug benefits are provided using an open prescription drug formulary through a network of national chain and local pharmacies and a mail order provider. Lower benefits are provided when prescription drugs are dispensed at a non-network pharmacy.

2. Prescription Drug benefits are not subject to the Medical plan deductibles, coinsurance or lifetime maximums. Refer to the Summary Plan Description (SPD) for a more detailed description of the Prescription Drug benefit plan.

Schedule Of Prescription Drug Benefits

Section H. Summary of Dental Benefits

1. Benefit payments under the Dental plan are not dependent upon the use of a provider network. Dentists who participate in the insurance carrier's network will accept the carrier's reimbursement, subject to required coinsurance. Reimbursement to dentists who do not participate in the network will be based on a reasonable charge allowance, in addition to the deductible and coinsurance provisions of the plan.

2. Refer to the Summary Plan Description (SPD) for a more detailed description of the benefit plan.

Schedule of Dental Benefits

Section I. Vision Benefits

1. Vision benefits are provided through the use of a national provider network. To receive the higher level of benefits care must be obtained at a network provider. H a non-network provider is utilized, reimbursement will be at the allowance amount and the Employee will be responsible for any difference between the provider's charge and the allowance amount.

2. Eye examinations, lenses and contact lenses are covered once every twelve (12) months for persons under age nineteen (19) and once every twenty-four (24) months for persons nineteen (19) years of age or older. Frames are covered once every twenty-four (24) months for all covered persons.

3. The Company and the Union will prepare a Summary Plan Description.

Schedule of Vision Benefits

Section J. Summary of Life and AD&D Insurance

1. Life and AD&D Insurance to be administered by the Company.

2. Benefit Amount

a. The amount of active Life Insurance is $50,000.

b. The principal sum amount of AD&D Insurance is $50,000. The amount of

the principal sum paid is dependent upon the loss incurred.

                3. Optional Life Insurance.

Employees may purchase up to an additional $300,000 of optional life insurance, and up to $10,000 of dependent life insurance for a spouse and each dependent child, in accordance with the terms of the group insurance policy maintained by the Company.

Section K. Sickness and Accident Benefits

1. Sickness and Accident benefits to be administered by the Company.

2. The Company and the Union will prepare a Summary Plan Description of Sickness and Accident benefits.

3. Eligibility

An Employee is eligible for Sickness and Accident benefits:

a. if s/he is totally disabled as a result of sickness or accident and prevented

                    from performing employment duties as certified by a physician.

b. due to outpatient pre-admission testing prior to surgery if tests are within five (5) days of the hospital confinement and are not repeated during confinement and the Employee is not admitted before the day prior to surgery.

            c. if slhe is a donor of an organ or tissue requiring surgical removal of the

                    donated part.

4. Benefit Amount and Commencement

a. The weekly benefit amount will be equal to sixty percent (60%) of the Employee's Base Rate of Pay up to a maximum of forty (40) hours. The

      weekly benefit amount shall not exceed $400.                .

b. Benefits begin on the first (1st) day of a disability as a result of an accident or hospitalization, and on the eighth (8th) day of a disability as a result of sickness.

c. The weekly benefit will be reduced by:

   (1) any workers' compensation benefits received for the same disability

                  except for payments for hospitalization or medical expense or