HEALTH BENEFITS CONTINUATION AGREEMENT

Exhibit 10.1

HEALTH BENEFITS CONTINUATION
AGREEMENT

     This AGREEMENT, made and entered into on                                         , 2005 is by and between ▇▇▇▇▇▇ & ▇▇▇▇▇ CORPORATION, a Tennessee Corporation (“T&B”), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”).

WITNESSETH

     WHEREAS, ▇▇▇▇▇▇▇ is President and Chief Executive Officer of T&B; and

     WHEREAS, T&B has determined that it is in the best interests of T&B to agree to provide health benefits under the circumstances described below to ▇▇▇▇▇▇▇;

     NOW, THEREFORE, IN CONSIDERATION of the mutual promises, covenants and agreements set forth below and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

SECTION 1
DEFINITIONS

     “Benefits” shall mean medical (including prescription drug) and dental benefits coverage under the Welfare Plan, or the alternative benefits described in Section 2(b)(ii).

     “Cause” shall mean ▇▇▇▇▇▇▇’▇ termination of employment due to his conviction of, or plea of guilty or nolo contendere to, a felony, or the willful engaging by ▇▇▇▇▇▇▇ in ▇▇▇▇▇ misconduct which is materially and demonstrably injurious to the Company, as determined by the Board of Directors of T&B, in its sole discretion.

     “Dependent” shall mean any dependent of ▇▇▇▇▇▇▇ (including ▇▇▇▇▇▇▇’▇ spouse) who is receiving medical (including prescription drug) or dental coverage under the Welfare Plan immediately prior to ▇▇▇▇▇▇▇’▇ Retirement. An individual shall not be eligible for Benefits under this Agreement if he or she (a) becomes a dependent of ▇▇▇▇▇▇▇ after the date of ▇▇▇▇▇▇▇’▇ Retirement, or (b) is not covered under the Welfare Plan immediately prior to ▇▇▇▇▇▇▇’▇ Retirement.

     “Retirement” shall mean severance from employment with T&B and its affiliates after attaining age 50 and completing at least five Years of Credited Service (as defined in Part A of the ▇▇▇▇▇▇ & ▇▇▇▇▇ Pension Plan, as amended and restated effective January 1, 2002).

     “Welfare Plan” shall mean the comprehensive medical benefits and dental benefits maintained by T&B for its employees generally, as amended from time to time. In the event T&B maintains more than one medical program or dental program, the program offered by T&B to active employees at its corporate headquarters (as amended from time to time) shall be the Welfare Plan.

SECTION 2
BENEFITS

     (a) Eligibility. Upon his Retirement, ▇▇▇▇▇▇▇ and his Dependents shall receive Benefits as provided in this Agreement. If ▇▇▇▇▇▇▇’▇ ▇▇▇▇▇▇▇▇▇ from employment with T&B and its affiliates occurs

prior to Retirement or for Cause, ▇▇▇▇▇▇▇ and his Dependents shall not be eligible for any Benefits under this Agreement.

     (b) Benefits Provided.

          (i) Benefits Under Welfare Plan. If ▇▇▇▇▇▇▇ is eligible for Benefits under this Agreement, ▇▇▇▇▇▇▇ and his Dependents shall be entitled to Benefits under the Welfare Plan as if ▇▇▇▇▇▇▇ had continued to be employed by T&B during his lifetime, at the same level of benefits generally available to active employees of T&B (as such level may change from time to time in T&B’s sole discretion); provided, however, that ▇▇▇▇▇▇▇ and his Dependents shall not be required to pay all or any part of the cost of Benefits hereunder; and further provided that for purposes of coordination of benefits, ▇▇▇▇▇▇▇ shall not be treated as if he were employed by T&B (so that, for example, in the event coverage is available under Medicare or the medical or dental benefits program maintained by ▇▇▇▇▇▇▇’▇ then employer, the Welfare Plan shall provide secondary coverage. The level and terms and conditions of Benefits provided to active employees under the Welfare Plan at the time ▇▇▇▇▇▇▇ or his Dependent incurs an expense (and not the level provided at the time of Retirement) shall determine the level and terms and conditions of Benefits provided to ▇▇▇▇▇▇▇ and his Dependent(s) under this Agreement.

          (ii) Alternative Benefits. Notwithstanding Section 2(b)(i), if T&B reasonably determines that the Benefits required under Section 2(b)(i) would cause the Welfare Plan to violate any provision of the Internal Revenue Code of 1986, as amended, prohibiting discrimination in favor of highly compensated employees or key employees, or if any Benefits described in Section 2(b)(i) cannot be provided under the Welfare Plan (or T&B determines that it does not wish to provide such Benefits under the Welfare Plan), T&B shall provide the Benefits described in Section 2(b)(i) outside the Welfare Plan at no cost (including, without limitation, tax costs) to ▇▇▇▇▇▇▇ or, as determined by T&B in its sole discretion, T&B shall pay ▇▇▇▇▇▇▇ the cash equivalent thereof.

          (iii)  General Requirements. The Benefits provided under this Agreement, whether pursuant to Section 2(b)(i) or Section 2(b)(ii), shall be subject to all the terms and conditions set forth in the Welfare Plan including, but not limited to, coordination of benefits and subrogation; provided, however, that (A) in no event shall ▇▇▇▇▇▇▇ or his Dependents be required to pay all or any part of the cost of Benefits under this Agreement, (B) in no event shall T&B have the right to terminate ▇▇▇▇▇▇▇’▇ Benefits under this Agreement for any reason, and (C) in no event shall T&B have the right to terminate a Dependent’s Benefits under this Agreement except as provided in Section 2(c).

     (c) Duration of Benefits. Benefits provided under this Agreement to ▇▇▇▇▇▇▇ shall continue during ▇▇▇▇▇▇▇’▇ lifetime. Benefits provided under this Agreement to a Dependent shall cease if the Dependent ceases to be a Dependent for any reason (including, but not limited to, divorce or failure to meet the requirements for dependent coverage under the Welfare Plan) other than ▇▇▇▇▇▇▇ ceasing to have coverage under the Welfare Plan. Such Dependent coverage shall cease on the date coverage would cease under the terms of the Welfare Plan if ▇▇▇▇▇▇▇ were then an employee of T&B.

SECTION 3
MISCELLANEOUS

     (a) Termination Protection Agreement. This Agreement shall have no effect on the Termination Protection Agreement (or any successor thereto) between ▇▇▇▇▇▇▇ and T&B that provides certain welfare benefits in the event of a change in control.

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     (b) Amendment or Termination. This Agreement may not be amended or terminated other than by an instrument in writing, signed by the parties hereto. Notwithstanding anything contained herein to the contrary, this Agreement shall automatically terminate if ▇▇▇▇▇▇▇’▇ employment with T&B and it affiliates is terminated for Cause or for any reason prior to Retirement.

     (c) Mergers/Transfers. This Agreement shall be binding upon and inure to the benefit of T&B and its successors and assigns and ▇▇▇▇▇▇▇ and his Dependents. Nothing in this Agreement shall preclude T&B from consolidating or merging into or with, or transferring all or substantially all of its assets to, another entity. T&B shall require any such successor to expressly assume this Agreement and all obligations of T&B hereunder. Upon such a consolidation, merger or transfer of assets and assumption, the term “T&B” shall refer to such other entity and this Agreement shall continue in full force and effect.

     (d) No Contract of Employment. This Agreement shall not be construed as conferring any legal right upon ▇▇▇▇▇▇▇ for a continuation of employment, nor shall it interfere with the right of T&B to discharge ▇▇▇▇▇▇▇.

     (e) Termination for Cause. In the event ▇▇▇▇▇▇▇ is terminated for Cause he and his dependents shall have no rights to any payments or benefits under this Agreement.

     (f) Governing Law. This Agreement shall be governed by and construed under the laws of the State of Tennessee, excepting its choice of law provisions.

     IN WITNESS WHEREOF, ▇▇▇▇▇▇ AND ▇▇▇▇▇ CORPORATION has caused this Agreement to be executed and its corporate seal to be affixed and attested by its duly authorized officer, and ▇▇▇▇▇▇▇ has executed this Agreement, as of the day and year first written above.

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