A few years ago, the University of Kentucky found itself faced with unsustainable trends in retiree health care costs, as well as the rising cost of health care in general. This article provides an overview of the process and decisions made by the University of Kentucky to effect positive change in its health benefits for employees, retirees and their family members. These changes resulted in the creation of targeted health intervention programs, increased benefits and services for some individuals, preservation of retiree health care benefits and mitigation of overall costs to the university.