Common use of Collateral Interest Clause in Contracts

Collateral Interest. (a) Upon the occurrence of the Measurement Date, the Corporation's interest in the Policy (the "Collateral Interest") shall be determined in the following manner: (i) Upon the Employee's Termination of Employment, or upon a termination of this Agreement by either party in accordance with Section 9 below, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (ii) Upon the Employee's Retirement, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iii) Upon a Change of Control Event with respect to the Employee, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the Employee, the Corporation shall be entitled to that portion of the Policy's death proceeds that exceeds the Employee's Death Benefit. (b) Subject to Section 6(d) below, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a) above, shall be paid to the Corporation in one of the following ways, as elected by the Employee, within 30 days of the applicable Measurement Date, and shall be paid as soon as is reasonably practical after the applicable Measurement Date, but in no event more than 90 days after that date: (i) Surrender, or partially surrender, the Policy and pay to the Corporation (or arrange for the Insurer to pay directly to the Corporation to the extent of the proceeds payable on surrender) an amount equal to the Corporation's Collateral Interest; (ii) Retain the Policy and take a loan out on the Policy and pay to the Corporation an amount equal to the Corporation's Collateral Interest, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; (iii) Retain the Policy and, from the Employee's separate funds, pay to the Corporation an amount equal to the Corporation's Collateral Interest; or (iv) Transfer ownership of the Policy, and all rights thereunder, to the Corporation, provided that the Cash Surrender Value of the Policy is at least equal to the Corporation's Collateral Interest at the time of the transfer. (c) If the Measurement Date is a result of the Employee's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a) above, shall be paid from the Policy's death proceeds to the Corporation as soon as is reasonably practical after the Employee's death. (d) Despite Section 6(b) above, if, at the time of the applicable Measurement Date, the Tax Limitation Date has not occurred, the Corporation shall have the right, in its sole discretion, to retain its Collateral Interest in the Policy under the terms of this Agreement as if the Measurement Date had not occurred until such time as the Tax Limitation Date occurs (or such shorter period of time, as determined by the Corporation, in it sole discretion). Upon the occurrence of the Tax Limitation Date (or such earlier date), the Corporation shall be paid its Collateral Interest, together with any additional premium payments, if any, it has made on the Policy since the Measurement Date and earnings on the Collateral Interest and the additional premium payments, as such earnings are determined by reference to the performance of the Policy during the period from the date of the applicable Measurement Date to the occurrence of the Tax Limitation Date (or such earlier date). (e) If, at the time of the applicable Measurement Date, the Corporation has pledged the Policy as collateral for a loan, the Corporation shall take all steps that are necessary to ensure that any such pledge of the Policy is promptly released. If this is not done, the Corporation's Collateral Interest shall be reduced to the extent of the outstanding loan balance that relates to such pledge, and the Employee, or his or her beneficiary, shall have the right to pay off the loan that encumbers the Policy and to receive a release of the pledge and to pay to the Corporation its remaining Collateral Interest. (f) If the Employee fails to exercise any of the options under Section 6(b) above within a 30-day period following the applicable Measurement Date, by providing written notice of such election to the Corporation, the Corporation shall be entitled, but not required, to exercise the right to surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the Corporation's Collateral Interest, or to transfer the ownership of and beneficial interest in the Policy to the Corporation, and to pay to the Employee, in either case, the Employee's interest, if any, in the Policy's Cash Surrender Value or death proceeds. (g) The Corporation agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest whenever the Insurer requires such statement. (h) Concurrent with the signing of this Agreement, the Employee will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment Agreement, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the consent of the Corporation. (i) Promptly following the Employee's death, the Corporation and the Employee's designated beneficiary under the Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Employee's Death Benefit and the Corporation's Collateral Interest in the Policy as a result of such death. Such amounts shall be paid, respectively, by the Insurer to the Employee's designated beneficiary and the Corporation. (j) The Corporation shall cooperate in effecting any full or partial policy surrender, policy loan, or surrender of paid-up additions requested by the Employee related to the Employee's exercise of any options provided in Section 6(b) above, provided that the Corporation receives payment in full for its Collateral Interest in the Policy. (k) If the Employee elects to retain the Policy in accordance with Section 6(b) above, the Corporation shall (1) assign its Collateral Interest in the Policy to the Employee, (2) execute and file with the Insurer an appropriate release of the Corporation's Collateral Interest in the Policy and (3) have no further interest in the Policy; provided that, in all instances, the Corporation receives payment in full for its Collateral Interest in the Policy. Further, the Employee hereby acknowledges, understands and agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall not have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments.

Collateral Interest. (a) Upon On the occurrence of the Measurement Split Dollar Maturity Date, the Corporation's interest in the Policy (the "Collateral Interest") shall be determined in the following manner: (i) Upon If the EmployeeSplit Dollar Maturity Date occurs due to the Executive's Retirement or the Fifteenth Anniversary, the Corporation shall be entitled to receive from the Policy an amount equal to that portion of the Policy's Cash Surrender Value that exceeds the Minimum Retirement Cash Value, but in no event less than the Aggregate Premiums Paid. (ii) If the Split Dollar Maturity Date occurs due to the Executive's Termination of EmploymentEmployment (other than Termination for Cause), or upon the Corporation shall be entitled to receive from the Policy an amount equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid plus accrued interest thereon (from the date such premiums were actually paid by the Corporation) at a rate of annual interest equal to the Prime Rate. (iii) If the Split Dollar Maturity Date occurs due to the death of the Executive (except as provided in Section 6(a)(vi) below), the Corporation shall be entitled to that portion of the Policy's death proceeds equal to the sum of (A) the Aggregate Premiums Paid; and (B) any death proceeds in excess of the Aggregate Premiums Paid and the Executive's Death Benefit. (iv) If the Split Dollar Maturity Date occurs due to the termination of this Agreement by either party the Corporation in accordance with Section 9 below, the Corporation shall be entitled to receive from the Policy an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (iiv) Upon If the Employee's RetirementSplit Dollar Maturity Date occurs due to the termination of this Agreement by the Executive in accordance with Section 9 below or as a result of a Termination for Cause, the Corporation shall be entitled to receive from the Policy an amount that is equal to that portion the entire Cash Surrender Value of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iiivi) Upon a Change of Control Event with respect If the Split Dollar Maturity Date occurs due to the Employee, the Corporation shall be entitled to an amount that is equal to that portion suicide of the Policy's Cash Surrender Value that does not exceed Executive or other contestable Policy event, and the Aggregate Premiums Paid. Despite proceeds from the foregoing, if, at the time of the Measurement Date, Policy are limited by either a suicide or contestability provision under the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the Employee, the Corporation shall be entitled to that portion of the Policy's Cash Surrender Value and/or death proceeds that exceeds equal to the Employeesum of (A) the Aggregate Premiums Paid; and (B) any death proceeds or Cash Surrender Value, as the case may be, in excess of the Aggregate Premiums Paid and the Executive's Death Benefit. (b) Subject to Section 6(d) belowIf the Split Dollar Maturity Date is other than the date of the Executive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a6(a)(i), (ii), (iv) or (v) above, shall be paid to the Corporation in one of the following ways, as elected by the Employee, Executive in writing within 30 days after the date the Corporation first notifies the Executive in writing of the applicable Measurement occurrence of the Split Dollar Maturity Date, and shall be paid as soon as is reasonably practical after the applicable Measurement Date, but in no event more than 90 days after that date: (i) Surrender, or partially surrender, By the Policy and Executive authorizing the Insurer to pay to the Corporation (or arrange for from the Insurer to pay directly to the Corporation to the extent Cash Surrender Value of the proceeds payable on surrender) Policy an amount equal to the Corporation's Collateral Interest; (ii) Retain By the Policy and take Executive taking a loan out on the Policy and pay to the Corporation in an amount equal to the Corporation's Collateral Interest, with payment of the loan proceeds to the Corporation, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan;; or (iii) Retain By the Policy andExecutive's payment to the Corporation, from the EmployeeExecutive's separate funds, pay to the Corporation of an amount equal to the Corporation's Collateral Interest; or (iv) Transfer ownership of the Policy, and all rights thereunder, to the Corporation, provided that the Cash Surrender Value of the Policy is at least equal to the . The Corporation's Collateral Interest at in the time of Policy shall be paid as soon as is reasonably practicable after the transferSplit Dollar Maturity Date. (c) If the Measurement Split Dollar Maturity Date is a result the date of the EmployeeExecutive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a6(a)(iii) or (vi) above, shall be paid to the Corporation from the Policy's death proceeds to the Corporation as soon as is reasonably practical practicable after the EmployeeExecutive's death. (d) Despite Section 6(b) above, if, at the time of the applicable Measurement Date, the Tax Limitation Date has not occurred, the Corporation shall have the right, in its sole discretion, to retain its Collateral Interest in the Policy under the terms of this Agreement as if the Measurement Date had not occurred until such time as the Tax Limitation Date occurs (or such shorter period of time, as determined by the Corporation, in it sole discretion). Upon the occurrence of the Tax Limitation Date (or such earlier date), the Corporation shall be paid its Collateral Interest, together with any additional premium payments, if any, it has made on the Policy since the Measurement Date and earnings on the Collateral Interest and the additional premium payments, as such earnings are determined by reference to the performance of the Policy during the period from the date of the applicable Measurement Date to the occurrence of the Tax Limitation Date (or such earlier date). (e) If, at the time of the applicable Measurement Date, the Corporation has pledged the Policy as collateral for a loan, the Corporation shall take all steps that are necessary to ensure that any such pledge of the Policy is promptly released. If this is not done, the Corporation's Collateral Interest shall be reduced to the extent of the outstanding loan balance that relates to such pledge, and the Employee, or his or her beneficiary, shall have the right to pay off the loan that encumbers the Policy and to receive a release of the pledge and to pay to the Corporation its remaining Collateral Interest. (f) If the Employee Executive fails to timely exercise any of the options under Section 6(b) above within a 30-day period following the applicable Measurement Date, by providing written notice of such election to the Corporationabove, the Corporation shall be entitled, but not required, entitled to exercise instruct the right Insurer to surrender pay to the Corporation from the Cash Surrender Value of the Policy and an amount equal to receive the Policy's Cash Surrender Value, to the extent of the Corporation's Collateral Interest, or to transfer the ownership of and beneficial interest in the Policy to the Corporation, and to pay to the Employee, in either case, the Employee's interest, if any, in the Policy's Cash Surrender Value or death proceeds. (ge) The Corporation agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest whenever the Insurer requires such statement. (hf) Concurrent with the signing of this Agreement, the Employee Executive will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment AgreementAssignment, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the consent of the CorporationCorporation and the Executive. (ig) Promptly following the EmployeeExecutive's death, the Corporation and the EmployeeExecutive's designated beneficiary under the Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the Employee's Death Benefit and the Corporation's Collateral Interest in the Policy as a result at the time of such death. Such amounts amount shall be paid, respectively, paid by the Insurer to the EmployeeCorporation and the remainder of the Policy's death benefit will be paid by the Insurer to the Executive's designated beneficiary and the Corporationbeneficiary. (jh) The Corporation shall cooperate in effecting any full or partial policy surrender, policy loan, or surrender of paid-up additions requested by the Employee related to the Employee's exercise of any options provided in Section 6(b) above, provided that the Corporation receives Upon payment in full for to the Corporation of its Collateral Interest in the Policy. (k) If the Employee elects to retain the Policy in accordance with Section 6(b) as provided above, the Corporation shall (1i) assign its Collateral Interest in the Policy to the EmployeeExecutive, (2ii) execute and file with the Insurer an appropriate release of the Corporation's Collateral Interest in the Policy and (3iii) have no further interest in the Policy; provided that, in all instances, the Corporation receives payment in full for its Collateral Interest in the Policy. Further, the Employee The Executive hereby acknowledges, understands and agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall not have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (i) Upon payment to the Corporation of its Collateral Interest in accordance with this Section 6, this Agreement and the Executive's participation in the Plan shall terminate and neither party shall have any further rights or obligations under the Agreement or the Plan with respect to the Executive.

Collateral Interest. (a) Upon The Corporation's Collateral Interest in the occurrence of Policy shall be paid as soon as is reasonably practical after the Benefit Measurement Date. (b) On the Benefit Measurement Date, the Corporation's interest in the Policy (the "Collateral Interest") shall be determined in the following manner: (i) Upon If the EmployeeBenefit Measurement Date occurs due to the Executive's Termination of Employment, Employment or upon a the termination of this Agreement by either party in accordance with Section 9 below, the Corporation shall be entitled to receive from the Policy an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (ii) Upon If the EmployeeBenefit Measurement Date occurs due to the death of the Executive (except as provided in Section 6(b)(iii) below), the Corporation shall be entitled to that portion of the Policy's death proceeds that exceeds the Executive's Death Benefit. (iii) If the Benefit Measurement Date occurs due to the suicide of the Executive, and the proceeds from the Policy are limited by either a suicide or contestability provision under the Policy, the Corporation shall be entitled to that portion of the Policy's Cash Surrender Value and/or death proceeds that does not exceed the Aggregate Premiums Paid. (iv) If the Benefit Measurement Date occurs due to the Executive's Retirement, the Corporation shall be entitled to receive from the Policy an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at on the time of the Benefit Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Minimum Retirement Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Minimum Retirement Cash Surrender Value exceeds the remaining Cash Surrender Value. (iiic) Upon a Change of Control Event with respect to If the Employee, Benefit Measurement Date is other than the Corporation shall be entitled to an amount that is equal to that portion date of the PolicyExecutive's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the Employee, the Corporation shall be entitled to that portion of the Policy's death proceeds that exceeds the Employee's Death Benefit. (b) Subject to Section 6(d) belowdeath, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a6(b)(i) and (iv) above, shall be paid to the Corporation in one of the following ways, as elected by the Employee, Executive in writing within 30 days after the date the Corporation first notifies the Executive in writing of the applicable occurrence of the Benefit Measurement Date, and shall be paid as soon as is reasonably practical after the applicable Measurement Date, but in no event more than 90 days after that date: (i) SurrenderBy the Executive's surrender or partial surrender of, or partially surrenderwithdrawal from, the Policy and pay in an amount equal to the Corporation (or arrange for the Insurer to pay directly to the Corporation to the extent Corporation's Collateral Interest and payment of the proceeds payable to the Corporation; (ii) By the Executive taking a loan out on surrender) the Policy in an amount equal to the Corporation's Collateral Interest; (ii) Retain , and payment of the Policy and take a loan out on the Policy and pay to the Corporation an amount equal proceeds to the Corporation's Collateral Interest, provided that the Corporation shall not be responsible for any interest that may accrue on any such loan; (iii) Retain By the Policy andExecutive's payment to the Corporation, from the EmployeeExecutive's separate funds, pay to the Corporation an amount equal to the Corporation's Collateral Interest; or (iv) Transfer By the Executive's transfer of the ownership of the Policy, and all rights thereunder, to the Corporation, provided that the Cash Surrender Value of the Policy is at least equal to the Corporation's Collateral Interest at the time of the transfer. (cd) If the Benefit Measurement Date is a result the date of the EmployeeExecutive's death, the Corporation's Collateral Interest in the Policy, as determined in Section 6(a6(b)(ii) above, shall be paid to the Corporation from the Policy's death proceeds to the Corporation as soon as is reasonably practical practicable after the EmployeeExecutive's death. (de) Despite Section 6(b6(c) aboveabove and Section 6(f) below, if, at the time of the applicable Benefit Measurement Date, the Tax Limitation Date has not occurred, (i) the Corporation shall have the right, in its sole discretion, to retain its Collateral Interest in require the Policy under the terms of this Agreement as if the Measurement Date had not occurred until such time as the Tax Limitation Date occurs (or such shorter period of time, as determined by the Corporation, in it sole discretion). Upon the occurrence of the Tax Limitation Date (or such earlier date), the Corporation shall be paid its Collateral Interest, together with any additional premium payments, if any, it has made on the Policy since the Measurement Date and earnings on the Collateral Interest and the additional premium payments, as such earnings are determined by reference Executive to the performance of the Policy during the period from the date of the applicable Measurement Date elect to the occurrence of the Tax Limitation Date (or such earlier date). (e) If, at the time of the applicable Measurement Date, the Corporation has pledged the Policy as collateral for a loan, the Corporation shall take all steps that are necessary to ensure that any such pledge of the Policy is promptly released. If this is not done, pay the Corporation's Collateral Interest in accordance with Section 6(c)(ii) above, and (ii) the Corporation's rights under Section 6(f) shall be reduced limited to the extent of the outstanding taking a loan balance that relates to such pledge, and the Employee, or his or her beneficiary, shall have the right to pay off the loan that encumbers the Policy and to receive a release of the pledge and to pay to the Corporation its remaining Collateral Interestin accordance with Section 6(f)(ii) below. (f) If the Employee Executive fails to exercise any of the options under Section 6(b6(c) above within a 30-day period following the applicable Measurement Dateabove, by providing delivering written notice of such election to the CorporationCorporation no later than 30 days after the date the Corporation first notifies the Executive in writing of the occurrence of the Benefit Measurement Date, the Corporation shall be entitled, but not required, to exercise the right to entitled to: (i) surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the Corporation's Collateral Interest, or (ii) take out a loan on the Policy in an amount equal to the Corporation's Collateral Interest, with the loan proceeds paid to the Corporation and the Corporation not responsible for any interest that may accrue on such loan, or (iii) transfer the ownership of and beneficial interest in the Policy to the Corporation. In the case of (i) or (iii) above, and to the Corporation shall pay to the Employee, in either case, Executive the Employee's interest, if any, in the Policy's Cash Surrender Value or death proceedsproceeds that remain after the Corporation has been paid its Collateral Interest. (g) The Corporation agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest whenever the Insurer requires such statement. (h) Concurrent with the signing of this Agreement, the Employee Executive will collaterally assign the Policy to the Corporation, in the form of the Collateral Assignment AgreementAssignment, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the consent of the CorporationCorporation and the Executive. (i) Promptly following the EmployeeExecutive's death, the Corporation and the EmployeeExecutive's designated beneficiary under the Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation shall notify the Insurer of the amount of the EmployeeExecutive's Death Benefit (except when the Policy's proceeds are limited because of the Executive's death by suicide) and the Corporation's Collateral Interest in the Policy as a result at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the EmployeeExecutive's designated beneficiary and the Corporation. (j) The Corporation shall cooperate in effecting any full or partial policy surrender, policy loan, or surrender of paid-up additions requested by the Employee related to the Employee's exercise of any options provided in Section 6(b) above, provided that the Corporation receives payment in full for its Collateral Interest in the Policy. (k) If the Employee Executive elects to retain the Policy in accordance with Section 6(b6(c) above, the Corporation shall (1i) assign its Collateral Interest in the Policy to the EmployeeExecutive, (2ii) execute and file with the Insurer an appropriate release of the Corporation's Collateral Interest in the Policy and (3iii) have no further interest in the Policy; provided that, in all instances, the Corporation receives payment in full for its Collateral Interest in the Policy. Further, the Employee Executive hereby acknowledges, understands and agrees that, upon the release of the Corporation's Collateral Interest, the Corporation shall not have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (k) If the Executive elects to transfer the Policy to the Corporation, or the Corporation makes such an election in accordance with Section 6(f)(iii) above, the Executive agrees to execute within thirty (30) days of such election all documents necessary to transfer the Policy to the Corporation, and the Executive shall have no further interest in and to the Policy. Executive hereby appoints Corporation as its lawful attorney-in-fact to execute any document necessary to transfer the Policy to the Corporation and not executed by Executive within thirty (30) days of such election. (l) Upon payment to the Corporation of its Collateral Interest in accordance with this Section 6, this Agreement, and the Executive's participation in the Plan, shall terminate and neither party shall have any further rights or obligations under the Agreement or the Plan with respect to the Executive. (m) The Corporation shall cooperate in effecting any full or partial policy surrender, withdrawal or policy loan requested by the Executive related to the Executive's exercise of any options provided in Section 6(c) above, provided that the Corporation receives payment in full for its Collateral Interest in the Policy. Moreover, the Executive shall cooperate in effecting any right granted to the Corporation under this Agreement.

Collateral Interest. (a) Upon On the occurrence of the Measurement Rollout Date, the CorporationCompany's interest in the Policy (the "Collateral Interest") shall be determined in the following manner: (i) Upon If the EmployeeBenefit Measurement Date occurred due to the Executive's Retirement or due to a termination of this Agreement by the Company subject to Section 9(b)(i) and the Rollout Date did not occur due to Executive's death, the Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Rollout Date an amount equal to the lesser of (i) the Aggregate Premiums Paid or (ii) the Cash Surrender Value minus the Minimum Retirement Cash Value (if this calculation results in a negative number, the Company's Collateral Interest shall be zero). (ii) If the Benefit Measurement Date occurred due to the Executive's Termination of Employment, Employment or upon a the termination of this Agreement by either party in accordance with subject to Section 9 below9(b)(ii) below and the Rollout Date did not occur due to Executive's death, the Corporation Company shall be entitled to receive from the Policy's Cash Surrender Value (or otherwise, as specified in Section 6(b)) at the Benefit Measurement Date an amount that is equal to that portion of the Policy's Cash Surrender Value that does up to but not exceed exceeding the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. (ii) Upon the Employee's Retirement, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid, plus the difference, if any, between the remaining Cash Surrender Value and the Required Cash Surrender Value, all as determined at the time of such Measurement Date. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iii) Upon a Change of Control Event with respect If the Benefit Measurement Date or Rollout Date occurred due to the Employee, the Corporation shall be entitled to an amount that is equal to that portion of the Policy's Cash Surrender Value that does not exceed the Aggregate Premiums Paid. Despite the foregoing, if, at the time of the Measurement Date, the Policy's remaining Cash Surrender Value (after taking into account the Corporation's Collateral Interest described in the preceding sentence) is less than the Required Cash Surrender Value, then the Corporation's Collateral Interest specified in the preceding sentence shall be reduced by the amount that the Required Cash Surrender Value exceeds the remaining Cash Surrender Value. (iv) Upon the death of the EmployeeExecutive, the Corporation Company shall be entitled to that portion of the Policy's death proceeds that exceeds the EmployeeExecutive's Death Benefit, except as provided in Section 6(a)(iv) Sierra Health Services, Inc. DRAFT Split Dollar Life Insurance Agreement below. (iv) If the Benefit Measurement Date or Rollout Date occurred due to the suicide of the Executive, and the death proceeds from the Policy are limited by either a suicide or contestability provision under the Policy such that the amount payable to the Company under Section 6(a)(iii) would be less than the Aggregate Premiums Paid with respect to the Policy or the portion thereof so limited, the Company shall be entitled to that portion of the Cash Surrender Value and/or death proceeds resulting from the Policy or portion thereof so limited that does not exceed the Aggregate Premiums Paid with respect to the Policy or portion thereof so limited. (b) Subject to Section 6(d) belowIf the Benefit Measurement Date and Rollout Date are each on a date other than the date of the Executive's death, the CorporationCompany's Collateral Interest in the Policy, as determined in Section 6(a6(a)(i) and (ii) above, shall be paid to the Corporation Company in one of the following ways, as elected by the EmployeeExecutive or the trustee then owning the Policy in trust (if the power to make this election has been transferred to such owner by the Executive), in writing within 30 days after the date the Company first notifies the Executive or such trustee in writing of the applicable occurrence of the Rollout Date, if the Collateral Interest is determined under Section 6(a)(i), or the Benefit Measurement Date, and shall be paid as soon as if the Collateral Interest is reasonably practical after the applicable Measurement Date, but in no event more than 90 days after that date:determined under Section 6(a)(ii): (i) SurrenderBy the Executive's or such trustee's surrender or partial surrender of, or partially surrenderwithdrawal from, the Policy and pay to the Corporation (or arrange for the Insurer to pay directly to the Corporation to the extent of the proceeds payable on surrender) in an amount equal to the CorporationCompany's Collateral Interest, and the payment of the cash proceeds thereof to the Company; (ii) Retain By the Policy and take Executive or such trustee taking a loan out on the Policy and pay to the Corporation in an amount equal to the CorporationCompany's Collateral Interest, and payment of the loan proceeds to the Company, provided that the Corporation Company shall not be responsible for repayment of any principal of or interest that may accrue accruing on any such loan; (iii) Retain By the Policy andExecutive's or such trustee's payment to the Company, from the Employee's separate funds, pay other funds available to the Corporation Executive or such trustee, an amount equal to the CorporationCompany's Collateral Interest; or (iv) Transfer By the Executive's or such trustee's transfer of the ownership of the Policy, and all rights thereunder, to the CorporationCompany, provided that the Cash Surrender Value of the Policy is at least equal to the CorporationCompany's Collateral Interest at the time of the transfer. The Company's Collateral Interest in the Policy shall be paid to the Company as soon as is reasonably practical after the Rollout Date. (c) If the Benefit Measurement Date or Rollout Date is a result the date of the EmployeeExecutive's death, the CorporationCompany's Collateral Interest in the Policy, as determined in Section 6(a6(a)(iii) above, shall be paid to the Company from the Policy's death proceeds to the Corporation as soon as is reasonably practical practicable after the EmployeeExecutive's death. (d) Despite Section 6(b) aboveabove and Section 6(e) below, if, at the time of the applicable Measurement DateCompany's Collateral Interest is determined, the Tax Limitation Date has not occurred, (i) the Corporation Company shall have the right, in its sole discretion, to retain its require the Executive or the trustee then owning the Policy in trust to elect to pay the Company's Collateral Interest in accordance with Section 6(b)(ii) above, and (ii) the Policy Company's rights under the terms of this Agreement as if the Measurement Date had not occurred until such time as the Tax Limitation Date occurs (or such shorter period of time, as determined by the Corporation, in it sole discretion). Upon the occurrence of the Tax Limitation Date (or such earlier date), the Corporation Section 6(e) shall be paid its Collateral Interest, together limited to taking a loan in accordance with any additional premium payments, if any, it has made on the Policy since the Measurement Date and earnings on the Collateral Interest and the additional premium payments, as such earnings are determined by reference to the performance of the Policy during the period from the date of the applicable Measurement Date to the occurrence of the Tax Limitation Date (or such earlier date)Section 6(e)(ii) below. (e) If, at If the time of Executive or the applicable Measurement Date, the Corporation has pledged trustee then owning the Policy as collateral for a loan, the Corporation shall take all steps that are necessary to ensure that any such pledge of the Policy is promptly released. If this is not done, the Corporation's Collateral Interest shall be reduced to the extent of the outstanding loan balance that relates to such pledge, and the Employee, or his or her beneficiary, shall have the right to pay off the loan that encumbers the Policy and to receive a release of the pledge and to pay to the Corporation its remaining Collateral Interest. (f) If the Employee in trust fails to exercise any of the options under Section 6(b) above within a 30-day period following the applicable Measurement Dateabove, by providing delivering written notice of such election to the CorporationCompany no later than 30 days after the date the Company first notifies the Executive or such trustee in writing of Sierra Health Services, Inc. DRAFT Split Dollar Life Insurance Agreement the occurrence of an event whereby the Company's Collateral Interest has been determined, the Corporation Company shall be entitled, but not required, to entitled to: (i) exercise the right to surrender the Policy and to receive the Policy's Cash Surrender Value, to the extent of the CorporationCompany's Collateral Interest, or (ii) take out a loan on the Policy in an amount equal to the Company's Collateral Interest, with the loan proceeds paid to the Company and the Company not responsible for repayment of principal of or interest accruing on such loan, or (iii) transfer the ownership of and beneficial interest in the Policy to the CorporationCompany. In the case of (i) or (iii) above, and to the Company shall pay to the EmployeeExecutive, if he or she then owns the Policy, or to the trustee of the trust then owning the Policy in either casetrust, the Employee's interest, if any, in the Policy's Cash Surrender Value or death proceedsproceeds that remain after the Company has been paid its Collateral Interest. (gf) The Corporation Company agrees to keep records of its premium payments and to furnish the Insurer with a statement of its Collateral Interest (with a copy to the Executive and to the trustee then owning the Policy in trust) whenever the Insurer requires such statement. (hg) Concurrent with the signing of this Agreement, the Employee Executive or the trustee which owns or will own the Policy in trust, will collaterally assign the Policy to the CorporationCompany, in the form of the Collateral Assignment AgreementAssignment, as security for the payment of the Collateral Interest, which assignment shall not be altered or changed without the written consent of the CorporationCompany, the Executive, and any such trustee. (ih) Promptly following the EmployeeExecutive's death, the Corporation Company and the EmployeeExecutive's designated beneficiary under the Policy shall take all steps necessary to collect the death proceeds of the Policy by submitting the proper claims forms to the Insurer. The Corporation Company shall notify the Insurer of the amount of the EmployeeExecutive's Death Benefit (subject to adjustment if the Policy's proceeds are limited because of the Executive's death by suicide) and the CorporationCompany's Collateral Interest in the Policy as a result at the time of such death. Such amounts shall be paid, respectively, by the Insurer to the EmployeeExecutive's designated beneficiary and the CorporationCompany. (j) The Corporation shall cooperate in effecting any full or partial policy surrender, policy loan, or surrender of paid-up additions requested by the Employee related to the Employee's exercise of any options provided in Section 6(b) above, provided that the Corporation receives payment in full for its Collateral Interest in the Policy. (ki) If the Employee Executive or the trustee of a trust then owning the Policy elects to retain the Policy in accordance with Section 6(b) above, the Corporation Company shall (1i) assign its Collateral Interest in the Policy to the EmployeeExecutive or such trustee, as the case may be, (2ii) execute and file with the Insurer an appropriate release of the CorporationCompany's Collateral Interest in the Policy and (3iii) have no further interest in the Policy; provided that, in all instances, the Corporation Company receives payment in full for its Collateral Interest in the Policy. Further, the Employee Executive hereby acknowledges, understands and agrees that, upon the release of the CorporationCompany's Collateral Interest, the Corporation Company shall not have any responsibility for the future performance of the Policy and shall have no obligation to make any additional premium payments. (j) If the Executive or the trustee of a trust then owning the Policy elects to transfer the Policy to the Company, or the Company makes such an election in accordance with Section 6(e)(iii) above, the Executive or such trustee shall sign all documents necessary to transfer the Policy to the Company, and the Executive, such trustee, and any beneficiary designated by Executive or beneficiary of such trust or other party (other than the Company) with a right or interest in the Policy from or through the Executive or such trust shall have no further right or interest in and to the Policy. (k) Upon payment to the Company of its Collateral Interest in accordance with this Section 6, this Agreement, and the Executive's participation in the Plan, shall terminate, and no party shall have any further rights or obligations under the Agreement or the Plan.