RETIREE INSURANCE

Section A. General

1. The Company and the Union shall enter into a Retiree Insurance Agreement which shall establish a Program of Retiree Insurance Benefits (Program) for eligible pensioners and surviving spouses and their eligible dependents.

2. The Program shall include, the following types of benefits:

a. Medical Benefits;

b. Prescription Drug Benefits; and

             c. Life Insurance.

3. The benefits contained in the Program will be provided through the Steelworkers Health and Welfare Fund (Fund) during the term of the Retiree Insurance Agreement.

4. The Company shall pay the full cost of the benefits of the Program less the applicable pensioner/surviving spouse monthly contributions set forth in Paragraph J(1).

5. The Company and the Union shall enter into a Participation Agreement covering those benefits provided under the Program 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 Program.

6. The Program s~all be administered in accordance with one or more group insurance contracts and the Summary Plan Description issued by the Fund. The Fund

Board of Trustees shall to administer the Program and all other documents maintained in connection with the Program and to decide all matters arising in connection with the operation or administration of the Program.

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 insurance coverage shall 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 its obligation to pay the full cost of the benefits set forth in the Program and Retiree Insurance Agreement.

8. The Pensioners' and Surviving Spouses' Insurance Agreement shall become effective on the Effective Date, and shall remain in effect until 150 days following the Termination of the Basic Labor Agreement.

Section B. Eligibility

An individual will be eligible for benefits under the Program if the requirements of

Paragraphs 1 or 2 and Paragraphs 3 and 4 are satisfied.

1. Slhe has accrued at least fifteen (15) years of Continuous Service with ISG and any Predecessor Company (as the term Predecessor Company is used in Article Five, Section E (Seniority) of the Basic Labor Agreement) and either:

a. retires from ISG and receives a Normal Retirement or unreduced Early Retirement Benefit from the Steelworkers Pension Trust after having accrued at least the following years of Continuous Service as an Employee of ISG (measured without reference to service with any Predecessor Company) :

or

b. becomes eligible for a Severance Allowance due to a Permanent Closure in accordance with Article Eight, Section C (Severance Allowance) of the Basic Labor Agreement and whose age and Continuous Service is the sum of 65 or greater and who has at least twenty (20) years of Continuous Service; or

                           c. retires and receives a Disability Benefit from the Steelworkers Pension

                    Trust.

2. S/he is the surviving spouse of

                     a. an individual described in Paragraph 1 above and was married to such

                    individual both at the time of retirement or eligibility for Severance

                    Allowance as described in Paragraph 1 above and the date of death; or

b. an Employee who has completed 15 years of Continuous Service with ISG and any Predecessor Company and who dies while accruing Covered Service under the Steelworkers Pension Trust.

3. S/he elects coverage when first becomes eligible; however, if s/he or any dependents are eligible for medical coverage under any other employer's insurance program, s/he may defer election until the other coverage terminates, provided s/he notifies the Company within ninety (90) days of the termination of the other coverage; and

4. S/he authorizes the deduction of premiums for such coverage from any payment from the Steelworkers Pension Trust or, in the event such deduction is not administratively feasible or such payment is insufficient to cover the premium or is not due, agrees to send a check or money order payable to the Company each month for the applicable cost.

5. 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 C. Enrollment and Effective Date of Coverage

1. Coverage for pensioners becomes effective on the first day of the month for which

a pension benefit or Severance Allowance as determined in B.l. (b) above is payable. 2. Coverage for surviving spouses becomes effective on the first day of the month following the month in which the spouse dies.

3. Coverage for pensioners or surviving spouses who defer coverage under Paragraph B(3) or terminate coverage under Paragraph E(3) becomes effective on the first day of the month following the month the Company is notified of the termination of other coverage.

Section D. Dependent Coverage

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.

1. Coverage for dependents becomes effective on the later of (a) the effective date of coverage for the pensioner or surviving spouse or (b) the date the dependent is acquired.

Section E. Termination of Coverage

1. Coverage of a pensioner or surviving spouse terminates on the earliest of:

a. the day the person ceases to be eligible for coverage;

b. the end of the month in which a person requests termination of coverage;

or

              c. the day immediately preceding the date on which a surviving spouse

remarries. 2. Coverage of a dependent of a pensioner or surviving spouse terminates on the earliest of:

             a. the day immediately preceding the date such person ceases to be an

                    eligible dependent, except as provided in (b) below;

                  b. the end of the month in which a dependent child attains age 19 unless such

                    dependent qualifies as a full-time student or is disabled; or

                    c. the date coverage terminates for the pensioner or surviving spouse except

                      that coverage of a dependent continues until the end of the month in which

                    the pensioner or surviving spouse dies.

3. A pensioner or surviving spouse may voluntarily terminate medical and prescription drug coverage because slhe is eligible for medical and prescription drug coverage under another employer's insurance program, and slhe may again elect medical coverage provided s/he notifies the Company within ninety (90) days of the termination of the other coverage. Coverage terminates for non payment of premiums sixty (60) days after notification of non payment.

Section F. Continuation of Coverage

1. Any pensioner entitled to life insurance pursuant to the provisions of the Retiree Insurance Agreement shall not have such life insurance terminated so long as he or she remains retired from the Company, notwithstanding the expiration of this Agreement except as the Company and the Union may agree otherwise.

2. Any pensioner or surviving spouse who shall become covered by the Program established by the Retiree Insurance Agreement shall not have such coverage terminated or reduced (except as provided in the Agreement) so long as the individual remains retired from the Company or remains a surviving spouse, notwithstanding the expiration of the Agreement, except as the Company and the Union may agree otherwise.

Section G. Summary of Retiree Medical Benefits

The following summary of Medical benefits applies to all Pensioners, Surviving Spouses and eligible Dependents. Please refer to the Summary Plan Description (SPD) for a more detailed description of the benefit program.

Summary of Medical Benefits Eligible Pensioners and Surviving Spouses (See chart of Active Employees Medical Benefits on page 94)