ATLANTICARE HEALTH SYSTEM INC WELFARE BENEFITS TRUST

ATLANTICARE HEALTH SYSTEM, INC. AND SUBSIDIARIES AND AFFILIATES (THE "COMPANY") MAINTAIN THE GROUP HEALTH INSURANCE FOR EMPLOYEES OF ATLANTICARE HEALTH SYSTEM, INC. (THE "FORMER PLAN") TO PROVIDE WELFARE BENEFITS, INCLUDING MEDICAL, DENTAL, PRESCRIPTION, EMPLOYEE ASSISTANCE PLAN, VISION AND BUSINESS TRAVEL INSURANCE. THE FORMER PLAN PREVIOUSLY COVERED BOTH ELIGIBLE EMPLOYEES AND THEIR DEPENDENTS AND ELIGIBLE RETIREES AND THEIR DEPENDENTS. IN 2008, THE COMPANY ESTABLISHED A TRUST (THE "VEBA TRUST") FOR THE PURPOSE OF FUNDING CERTAIN WELFARE BENEFITS FOR ELIGIBLE RETIREES AND THEIR DEPENDENTS UNDER THE FORMER PLAN. EFFECTIVE JANUARY 1, 2011, THE BOARD OF TRUSTEES (THE "BOARD") OF THE COMPANY ESTABLISHED THIS PLAN TO PROVIDE RETIREE WELFARE BENEFITS PREVIOUSLY PROVIDED UNDER THE FORMER PLAN AND AMENDED THE FORMER PLAN TO PROVIDE THAT RETIREES AND THEIR DEPENDENTS ARE NO LONGER ELIGIBLE FOR BENEFITS UNDER THE FORMER PLAN. THE BOARD ALSO AMENDED THE VEBA TRUST TO BE USED EXCLUSIVELY TO FUND