(As an Alternative Claim in the Event the Agreements Do Not Constitute an ERISA Plan)  (Breach of the Implied Covenant of Good Faith and Fair Dealing)  (Individual and Class Claims)  311.  Plaintiffs and the members of the Contract Class hereby repeat, reiterate and re- allege each and every allegation in each of the preceding paragraphs as if fully set forth herein.  312.  EmblemHealth entered into binding and enforceable contracts with Plaintiffs  pursuant to which EmblemHealth would provide them and their eligible dependents with health  benefits for life.   313.  By withdrawing its retiree health coverage from Plaintiffs, EmblemHealth acted  in a manner that, even if not expressly forbidden by any contractual provision, deprived Plaintiffs  of the right to receive benefits under these contracts.  314.  EmblemHealth’s implied promise to act in good faith and deal fairly with  Plaintiffs is not contrary to any express provision in the contracts.  315.  EmblemHealth’s breaches have caused Plaintiffs to suffer monetary and/or  economic harm, for which they are entitled to an award of monetary damages and other relief.  35.  Plaintiffs began working at EmblemHealth (or, if employed prior to September  2005, at either Group Health Incorporated or Health Insurance Plan of Greater New York, before  the two companies merged to form EmblemHealth) and/or ConnectiCare as early as 1980.   36.  At EmblemHealth, Plaintiffs held various prestigious positions within the  Company, including, but not limited to, Chief Executive Officer, Chief Operating Officer, Chief  Actuary, Chief Medical Officer, Chief Information Officer, General Counsel, President,  Executive Vice President, Senior Vice President and Vice President.   37.  Indeed, it was Plaintiffs who built EmblemHealth into the successful health  insurance company it is today, worth approximately $10 billion and with more than 3 million  active members.   38.  Without the tireless efforts of Plaintiffs, EmblemHealth would not be nearly as  successful as it has been over the last 36 years.  II.  EmblemHealth’s Promises to Plaintiffs   39.  Despite their contributions to EmblemHealth’s success, however, EmblemHealth  recently decided it will not honor its explicit and binding written agreements with Plaintiffs to  repay them for their hard work through the provision of lifetime retiree health benefits.   41.  EmblemHealth promised to provide these retiree health benefits to Plaintiffs for  the duration of their lives, with no provisions for the Company to stop providing the retirement  benefits at any earlier date or for any other reason save for the event that the individual became  eligible for coverage under another employer-promulgated healthcare plan.   42.  Each of the 24 Plaintiffs signed binding agreements with EmblemHealth and met  the prerequisite conditions to receiving lifetime retiree health coverage.  EmblemHealth, on the  other hand, did not uphold its end of the deal.   43.  The retirement plans created by, or benefits promised in, Plaintiffs’ various  employment and separation agreements with EmblemHealth are unique and distinct from the  Company’s various other retirement plans.  That said, upon information and belief, the Company  entered into similar contracts with other retired EmblemHealth executives.   44.  Moreover, these contracts created an enforceable right to lifetime retiree health  benefits consistent with the benefits provided to active EmblemHealth executives and not subject  to unilateral withdrawal or revocation by the Company.    I.  Plaintiffs’ Contributions to EmblemHealth  