About Your Health Care Benefits. Amended and Restated as of January 1, 2005

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1 About Your Health Care Beefits Ameded ad Restated as of Jauary 1, 2005

2 Itroductio...1 Eligibility...2 For employees...2 If you both work for Citigroup...2 For depedets...3 Qualified Medical Child Support Orders...4 Depedet otificatio...4 Depedets o loger eligible...4 Newbors/ewly adopted childre...5 For domestic parters...5 Termiatio of relatioship...6 Erollmet...7 Other coverage...7 Whe coverage begis...8 Chagig your coverage...8 Midyear electio chages...8 Qualified status chages...9 Cosistecy requiremets...9 Effect o eligibility...9 Correspodig electio chage...9 Coverage & cost evets...10 Coverage evets...10 Cost evets...10 Other rules...10 Chagig your coverage status...11 Your cotributios...12 For Smith Barey fiacial cosultats...13 Before-tax cotributios...13 Social Security taxes...13 Domestic parters...13 Tax implicatios...13 Coordiatio of beefits...15 Coordiatio with Medicare...16 No-fault automobile isurace...16 Facility of paymet...16 Right of recovery...17 Release of iformatio...17 Recovery provisios...18 Refud of overpaymets...18 Reimbursemet...18 Subrogatio...19 i Jauary 1, 2005

3 Whe coverage eds...20 Coverage whe you retire...20 Coverage if you become disabled...20 Coverage if you take a leave of absece...21 Cotiuig coverage durig FMLA...21 Cotiuig coverage durig military leave...22 Coverage for survivig depedets...23 COBRA...24 Who is covered...24 Your duties...25 Citigroup s duties...26 Electig COBRA...26 Duratio of COBRA...26 Early termiatio of COBRA...27 COBRA ad FMLA...27 Cost of coverage...28 Your HIPAA rights (medical oly)...29 Creditable coverage...29 Your special erollmet rights...29 Privacy...29 Claims ad appeals...31 Claims ad appeals for UitedHealthcare medical plas...32 UitedHealthcare level oe appeal...33 UitedHealthcare level two appeal...34 UitedHealthcare urget claim appeals...34 Claims ad appeals for Aeta medical plas...35 Appeals for Aeta medical plas...36 Exteral Review...36 Claims ad appeals for CIGNA medical plas...38 CIGNA level oe appeal...39 CIGNA level two appeal...39 CIGNA idepedet review procedure...40 Claims ad appeals for BlueCross BlueShield medical plas...41 Timig of Appeal Decisio...41 Timig of iitial claim approval or deial...41 Claims ad appeals for the prescriptio drug program...43 Medco level oe appeal...44 Medco level two appeal...45 Medco urget claim appeals...45 Claims ad appeals for MetLife PDP...46 Claims ad appeals for the CIGNA Detal Care DHMO...47 CIGNA Detal level oe appeal...47 ii Jauary 1, 2005

4 CIGNA Detal level two appeal...48 CIGNA Detal expedited appeal...48 CIGNA Detal idepedet review...48 Appeals to the state...49 Claims ad appeals for Delta Detal...49 Claims ad appeals for the visio care pla...50 Davis Visio level oe appeal...52 Davis Visio level two appeal...52 Exteral review...53 Claims ad appeals for Plas admiistered by ADP...54 Importat Iformatio...55 ERISA iformatio...56 Aswers to your questios...57 Admiistrative iformatio...58 Future of the plas...58 No right to employmet...58 Pla admiistratio...58 Pla iformatio...59 iii Jauary 1, 2005

5 Itroductio This documet is a compoet of the pla documet (hereiafter referred to as the documet ) for the Citigroup Medical Pla, Citigroup Detal Beefit Pla, Citigroup Visio Care Pla ad the Health Care Spedig Accout (hereiafter referred to as the health care plas ) for eligible employees of Citigroup ad its participatig compaies (hereiafter referred to as Citigroup, uless otherwise specified). Citigroup reserves the right to chage or discotiue ay or all of the beefits coverage or programs described here at ay time, with or without otice. The beefits ad programs described i this documet are, i effect as of Jauary 1, The terms ad coditios of these plas may also be further prescribed i isurace policies or admiistrative services agreemets, the provisios of which, as may be ameded from time to time, are hereby icorporated by referece. This documet is iteded to comply with the requiremets of the Employee Retiremet Icome Security Act of 1974, as ameded ( ERISA ) ad other applicable laws ad regulatios. It does ot create a cotract or guaratee of employmet betwee Citigroup ad ay idividual. Your employmet is always o a at-will basis. I additio, beefits provided uder the plas described i this documet are ot i ay way subject to your or your depedet s debts or other obligatios ad may ot be volutarily or ivolutarily sold, trasferred, alieated, or ecumbered. As you read the documet you will see some terms that are bold ad uderlied. This meas that the term is a referece to aother sectio of the documet. This documet provides o guaratee that you are eligible to participate i every beefit or program described. Each pla may have its ow eligibility requiremets, so be sure to review idividual eligibility requiremets carefully. I additio, Citigroup i o way guaratees the paymet of ay beefit which may be or become due to ay perso uder the pla. If you have ay questios about this documet or certai provisios of your beefit plas, or would like to receive copies of a isurace policy or other agreemet formig a part of ay pla described i this documet, please call the Beefit Service Ceter at CoectOe at ad select the Health Beefits optios. 1 Jauary 1, 2005

6 Eligibility Citigroup provides beefits coverage for you, your spouse or qualified domestic parter, ad/or eligible depedets. For employees You are oly eligible to participate i the health care plas (as defied above) if you work for a participatig compay as defied below, i the Uited States for a regular semimothly or mothly paycheck as either a active full-time employee regularly scheduled to work 40 hours or more a week or a active part-time employee regularly scheduled to work 20 hours or more a week. Participatig compaies iclude America Health ad Life Compay; Citibak, N.A. ad Participatig Compaies; CitiFiacial; Citigroup Corporate Ceter; Citigroup Global Corporate ad Ivestmet Bak; Global Wealth Maagemet; Citigroup Ivestmet Group; CitiStreet Istitutioal Divisio; CitiStreet Total Beefits Outsourcig Divisio; CitiStreet Retiremet Services Divisio; Primerica Fiacial Services; Natioal Beefit Life Isurace Compay; ad Travelers Life ad Auity. For purposes of determiig whether you are a eligible employee uder the health care plas, you are a active employee if you are workig for your employer doig all the material ad substatial duties of your occupatio at your usual place of busiess or some other locatio that your employer s busiess requires you to be or abset from work solely due to vacatio days, holiday, scheduled days off or approved leaves of absece ot due to disability. You are ot a eligible employee ad ca ot participate i the Plas if: your compesatio is ot reported o a Form W-2 Wage ad Tax Statemet issued by a participatig compay; you are employed by a Citigroup subsidiary or affiliate that is ot a participatig compay; you are egaged uder a agreemet that states you are ot eligible to participate i the Plas; you are a o-residet alie performig services outside the Uited States; you are classified by Citigroup as a idepedet cotractor or cosultat, or as beig employed o a temporary basis;. If you are a US citize or legal residet employed outside the Uited States i a expatriate classificatio, your eligibility will be determied i accordace with practices ad procedures established uder the Plas. If you both work for Citigroup If both you ad your spouse or qualified domestic parter are employed by Citigroup or a participatig compay, either of you ca be covered both as a employee ad a depedet for ay Citigroup beefit pla. Medical, detal, ad visio care Each of you may be covered uder the medical ad detal plas as either a employee or a depedet but ot both. Either of you may cover your childre, but they caot be covered by both of you. Health Care Spedig Accout Either of you may be covered uder a Health Care Spedig Accout but you may ot file more tha oce for reimbursemet of the same eligible expese. Your qualified domestic parter ad his/her eligible child(re) are eligible, provided they are cosidered depedets withi the meaig of sectio 152 of the Iteral Reveue Code of 1986, as ameded (the Code ), as determied without regard to subsectios (b)(1), (b)(2) ad (d)(1)(b) thereof. 2 Jauary 1, 2005

7 For depedets Your eligible depedets are: Your lawfully married spouse or state-recogized commo-law spouse; if you are legally separated, your spouse is ot a eligible depedet uless madated by state law. Each of your childre who is umarried ad a qualifyig child as defied i sectio 152(c) of the Code. Geerally, a qualifyig child must share your residece for more tha half the year, must ot provide over oe-half of his or her ow fiacial support, ad: will attai age 18* as of the close of the pla year or is youger; or will attai age 23* as of the close of the pla year or is youger, ad is a full-time studet (meaig the studet is erolled i courses for at least 5 moths durig the pla year) attedig a accredited school or college. Upo request, you must provide proof of studet status i writig to the Claims Admiistrator. The ames, addresses ad phoe umbers of the health care Claims Admiistrators are listed i the Pla iformatio sectio of this documet. Each of your childre who is umarried, is a qualifyig relative as defied i sectio 152(d) of the Code as determied without regard to subsectio(d)(1)(b), does ot share your residece for more tha half the year, ad : will attai age 19* as of the close of the pla year or is youger; or will attai age 25* as of the close of the pla year or is youger, ad a full-time studet (meaig the studet is erolled i courses for at least 5 moths durig the pla year) who is attedig a accredited school or college. Upo request, you must provide proof of studet status i writig to the Claims Admiistrator. The ames, addresses ad phoe umbers of the health care Claims Admiistrators are listed i the Pla iformatio sectio of this documet. Geerally, for you to have a qualifyig relative as described above, you must be providig over oe- half of your relative s fiacial support. * Coverage geerally will remai i effect through December 31 of the year i which the child reaches the maximum age or is o loger a full-time studet. However, for some HMOs, coverage eds o the last day of the moth i which the child reaches the maximum age. For more specific iformatio, cotact your HMO directly. If the child gets married or obtais a full-time job, coverage geerally will remai i effect through the ed of the moth i which this occurs To be a eligible depedet, your childre must be either: Your atural childre; Your legally adopted childre (For purposes of coverage uder the health care plas, adopted childre will be cosidered eligible depedets whe they are lawfully placed i your home for adoptio or whe the adoptio becomes fial, whichever occurs first.); Your stepchildre; ad A child permaetly residig i your household for whom you are the legal guardia. You must provide proof of guardiaship i writig to the Claims Admiistrator. Eligible depedets also iclude a employee s domestic parter ad/or his or her depedet childre, provided the childre of the domestic parter meet all the qualificatios of eligible depedet childre as described i this sectio. Please ote that ot all HMOs cover domestic parters or their childre. For more specific iformatio, cotact your HMO directly. 3 Jauary 1, 2005

8 If oe of your eligible depedet childre becomes permaetly ad totally disabled ad is covered uder the health care plas before reachig the applicable maximum age as described above, this child may cotiue to be cosidered a eligible depedet uder the health care plas beyod the date his/her eligibility for coverage would otherwise ed. You must provide writte proof of this icapacity to the Claims Admiistrator withi 31 days after the date eligibility would otherwise ed ad as requested thereafter. This eligible depedet must still meet all other eligibility qualificatios for coverage to be cotiued. No perso will be covered uder this pla both as a employee ad as a eligible depedet or as a eligible depedet of more tha oe employee. Eligible depedets must be U.S. citizes or legal residets. Qualified Medical Child Support Orders As required by the Federal Omibus Budget Recociliatio Act of 1993, ay child of a pla participat who is a alterate recipiet uder a Qualified Medical Child Support Order (QMCSO) will be cosidered as havig a right to depedet coverage uder the medical ad detal plas. I geeral, QMCSOs are state court orders requirig a paret to provide medical support to a eligible child, for example, i the case of a divorce or separatio. Cotact the Plas Admiistratio Committee to receive, free of charge, a detailed descriptio of the procedures for a QMCSO. Depedet otificatio The first time you eroll i Citigroup beefits, you will be asked to report iformatio about each of your eligible depedets such as ame, date of birth, Social Security umber ad, if over age 19, whether the child is a full-time studet or has a metal or physical disability. Without this iformatio o file, you caot eroll i ay depedet coverage. If your depedet does ot have a Social Security umber at this time, you ca eter depedet iformatio ad report the Social Security umber after you obtai it. You also must keep your depedet iformatio curret: Whe you eroll durig the aual ope erollmet period, you will be prompted to make chages to your depedet iformatio; ad You must report chages i depedet iformatio to the Beefit Service Ceter whe you wat to make chages to your coverage or coverage category as a result of a qualified status chage. Depedets o loger eligible Your spouse or qualified domestic parter is eligible for coverage util the last day of the moth i which you become legally separated or divorced or submit a Domestic Partership Termiatio Form. Coverage for your depedat childre will ed: The last day of the moth i which they: Become employed full time; Get married; or Become eligible for coverage uder ay pla as employees; or December 31 of: the caledar year i which they lose full-time studet status or the caledar year prior to the year i which they fail to meet other eligibility criteria: 4 Jauary 1, 2005

9 Newbors/ewly adopted childre Eve if you are ot erolled for depedet coverage, Citigroup will pay medical beefits for your ewbor child from birth through 31 days. However, if you have Citigroup medical coverage, you must report this family status chage withi 31 days of the child s birth to add the child to your coverage. If you do ot report the additio of your child durig the first 31 days, beefits will ot be payable for the child after the 31 days followig the date of the child s birth, ad you will geerally have to wait util the ext aual ope erollmet period to eroll the child i medical coverage uless aother evet occurs that would permit coverage to begi at a earlier time. I this case, o paymet will be made for ay day of cofiemet, treatmet, services, or supplies give to the child after these iitial 31 days. No other beefit or provisio of the medical pla will apply to the child. This icludes, but is ot limited to, the followig provisios: Extesio of beefits; ad Cotiuatio of coverage. Remember, you must report iformatio to the Beefit Service Ceter about a ew depedet eve if you already have family coverage, or else your ew depedet wo t be covered. For domestic parters Where available, Citigroup allows you to cover your domestic parter ad/or his or her childre i the followig plas: Medical (domestic parter beefits are ot available through some HMOs); Detal; Health Care Spedig Accout, provided your domestic parter ad eligible depedet child(re) are cosidered tax depedets uder sectio 152 of the Code, as determied without regard to subsectios (b)(1), (b)(2) ad (d)(1)(b) thereof; ad Visio care pla. You caot cover both a spouse ad a domestic parter. To eroll a domestic parter ad/or his or her childre, a employee must sig a affidavit affirmig that he or she meets Citigroup s eligibility criteria for domestic parter coverage, ad complete a Certificatio of Domestic Parter s Tax Status. This form is available o or by callig the Beefit Service Ceter. Your domestic parter ca be of the same or opposite sex. To qualify for coverage as a domestic parter, you ad your domestic parter must meet all of the followig criteria: You curretly reside together ad ited to do so permaetly; You have lived together for at least six cosecutive moths prior to erollmet ad ited to do so permaetly; You have mutually agreed to be resposible for each other s commo welfare; You are both at least 18 years of age ad metally competet to coset to cotract; You are ot related by blood to a degree of closeess that would prohibit marriage if you ad your parter were of opposite sexes; Neither you or your parter is legally married to aother perso; Neither you or your parter is i a domestic parter relatioship with ayoe else; ad 5 Jauary 1, 2005

10 You are i a relatioship that is iteded to be permaet ad i which each of you is the sole domestic parter of the other. To qualify for coverage, your domestic parter s umarried child(re) must: Be the biological or adopted child of your domestic parter, a child for whom your domestic parter has legal guardiaship, or a child who has bee placed i your home for adoptio; ad Satisfy all other qualificatios of eligible depedet childre as described above. Your domestic parter ad his or her umarried childre must be U.S. citizes or legal residets to qualify for coverage. Termiatio of relatioship If you have erolled your domestic parter ad his or her childre for medical, detal, ad/or visio care coverage ad you termiate your domestic partership, you must otify Citigroup by completig a Termiatio of Domestic Partership Form withi 31 days of the evet. Cotact the Beefit Service Ceter for this form. As a result, your domestic parter will be eligible to cotiue medical, detal, visio care, ad/ or Health Care Spedig Accout coverage at his or her expese for a period of 36 moths. This coverage will be similar to COBRA coverage offered to spouses ad other covered depedets, excludig domestic parters ad their childre. See the COBRA sectio for more iformatio. If you eroll a parter ad termiate the domestic parter relatioship, you must wait six moths before erollig a ew domestic parter i a medical, detal, or visio care pla sposored by Citigroup. 6 Jauary 1, 2005

11 Erollmet You ca eroll i Citigroup coverage withi 31 days of the time you first become eligible or durig the aual ope erollmet period. The coverage available to you will be listed o your erollmet materials alog with the erollmet deadlie ad how to eroll. You ca eroll i ay or all of the plas offered to you. For the medical ad detal plas, you must choose a coverage category. The four coverage categories are: Employee oly; Employee + child(re); Employee + spouse or domestic parter; ad Employee + family. You ca choose a differet coverage category for medical ad detal. For example, you might eroll i Employee oly coverage for medical, sice your spouse has medical coverage at his or her employmet ad Employee + spouse for detal coverage sice your spouse s employer does ot offer detal coverage. Each category has a differet cost. I additio, your cost for medical coverage will deped o your total compesatio bad as defied i Your cotributios. You will fid your costs i your erollmet materials. If you elect visio care coverage, you must also desigate a level of coverage (oe perso, two people, or three or more people). You do ot eed to be erolled i the visio care pla to eroll a depedet for visio care coverage. Other coverage If you are eligible to eroll i coverage elsewhere, for example, through a spouse s or other employer s pla, you ca compare the Citigroup coverage ad costs with the other coverage. You may decide to eroll i some plas offered through Citigroup ad some from the other source. For example, you might eroll i medical coverage elsewhere ad i detal coverage from Citigroup. However, if you are erollig i coverage from two sources, be sure you uderstad how beefits are paid whe you are covered by two group medical plas or group detal plas. I may istaces, you may pay for coverage from two group plas but you will ot receive double beefits or eve be reimbursed for 100% of your costs as a result of what is called coordiatio of beefits. See Coordiatio of beefits for the guidelies o whose pla pays first. 7 Jauary 1, 2005

12 Whe coverage begis If: You eroll for yourself ad your eligible depedets whe first eligible. You eroll for yourself ad your eligible depedets durig the aual ope erollmet period. You eroll i medical, detal, visio care, ad/or spedig accout coverage for yourself or a ew depedet withi 31 days of a qualified status chage. The: You have 31 days to eroll yourself ad your eligible depedets. Coverage ad cotributios will be retroactive to your date of hire or date of eligibility. Coverage will begi o Jauary 1 of the followig year. Coverage for yourself or your depedet(s) will begi o the date of the qualified status chage, such as the date of your marriage or divorce, your biological child s birth date, or the date your adopted child was placed for adoptio. Chagig your coverage Durig the year, you may wat to chage your coverage or coverage category. Citigroup has specific rules about whe you ca chage your coverage. For medical, detal, ad visio care coverage ad the Health Care Spedig Accout the coverages you pay for with before-tax dollars you ca make chages oly durig the ope erollmet period or as a result of certai evets, such as marriage, the birth or adoptio of a child, divorce, or the death of a depedet. These evets are called qualified status chages. You must make ay qualified status chagerelated chages to your coverage withi 31 days of the evet. See Qualified status chages. Type of coverage: Medical ad detal Visio care Health Care Spedig Accouts Whe you ca chage your coverage or coverage category: The aual ope erollmet period or withi 31 days of a qualified status chage. Note: You ca chage your medical or detal pla electio oly as a result of your relocatio out of your medical or detal pla s service area. The ope erollmet period or withi 31 days of a qualified status chage. The aual ope erollmet period or withi 31 days of a qualified status chage. Midyear electio chages The federal govermet recetly clarified the rules that gover whe you ca chage beefit coverage electios outside of ope erollmet. These rules apply to coverage electios you make for your medical, detal, visio care, ad the health care spedig accout coverage. I geeral, the beefit plas ad coverage levels you choose at ope erollmet remai i effect for the followig caledar year. However, 8 Jauary 1, 2005

13 you may be able to chage your electios betwee aual erollmet periods if you have a qualified status chage or other applicable evet, as further explaied below. Qualified status chages The followig is a list of qualified status chages that will allow you to make a chage to your electios (as log as you meet the cosistecy requiremets, as described below): Legal marital status. Ay evet that chages your legal marital status, icludig marriage, divorce, death of a spouse, legal separatio, or aulmet; Domestic partership status. You eter ito or termiate a domestic partership; Number of depedets. Ay evet that chages your umber of tax depedets, icludig birth, death, adoptio, ad placemet for adoptio; Employmet status. Ay evet that chages your, your spouse s, or your other depedet s employmet status that results i gaiig or losig eligibility for coverage. Examples iclude: Begiig or termiatig employmet; A strike or lockout; Startig or returig from a upaid leave of absece; Chagig from part-time to full-time employmet or vice versa; ad A chage i work locatio. Depedet status. Ay evet that causes your tax depedet to become eligible or ieligible for coverage because of age, studet status, or similar circumstaces; Residece. A chage i the place of residece for you, your spouse, or aother depedet if outside your medical or detal pla s etwork service area. Cosistecy requiremets The chages you make to your medical, detal, visio care, ad spedig accout coverages must be due to ad cosistet with your qualified status chage. To satisfy the federally required cosistecy rule, your qualified status chage ad correspodig chage i coverage must meet both of the followig requiremets. Effect o eligibility The qualified status chage must affect eligibility for coverage uder the pla or uder a pla sposored by the employer of your spouse or other depedet. For this purpose, eligibility for coverage is affected if you become eligible (or ieligible) for coverage or if the qualified status chage results i a icrease or decrease i the umber of your depedets who may beefit from coverage uder the pla. Correspodig electio chage The electio chage must correspod with the qualified status chage. For example, if your depedet loses eligibility for coverage uder the terms of the health pla, you may cacel medical coverage oly for that depedet. Additioally, you may decrease or ed cotributios to a Health Care Spedig if you have or adopt a child or a child is placed with you for adoptio. The Pla Admiistrator will determie whether a requested chage is due to a qualified status chage ad is cosistet with the qualified status chage. 9 Jauary 1, 2005

14 Coverage & cost evets I some istaces, you ca make chages to your beefits coverage for other reasos, such as midyear evets affectig your cost or coverage, as described below. However, i o evet will ay cost or coverage evet allow you to make a chage to your Health Care Spedig Accout electio. Coverage evets If Citigroup adds or elimiates a pla optio i the middle of the pla year, or if Citigroup-sposored coverage is sigificatly limited or eds, you ad your eligible depedets ca elect differet coverage i accordace with Iteral Reveue Service (IRS) regulatios. For example, if there is a overall reductio uder a pla optio that reduces coverage to participats i geeral, participats erolled i that pla optio may elect coverage uder aother optio providig similar coverage (if the other pla optio permits). Additioally, if Citigroup adds a HMO or other pla optio midyear, participats ca drop their existig coverage ad eroll i the ew pla optio (if the ew pla optio permits). You ad/or your eligible depedets may also eroll i the ew pla optio eve if ot previously erolled for coverage at all (if the ew pla optio permits). Also, if a electio chage is permitted durig a differet ope erollmet period applicable to a pla of aother employer (or, if applicable, to aother pla sposored by Citigroup), you may make a correspodig midyear electio chage. If aother employer s pla allows your spouse or other depedet to make a mid-year chage to his or her electios i accordace with IRS regulatios, you may make a correspodig midyear electio chage to your coverage. Cost evets You must cotact Citigroup withi 31 days of a cost evet. Otherwise, your ext opportuity to make chages will be the ext erollmet period or whe you have a qualified status chage or other applicable evet, whichever occurs first. If your cost for medical, detal, or visio care coverage icreases or decreases sigificatly durig the year, you may make a correspodig electio chage. For example, you may elect aother pla optio with similar coverage, or drop coverage if o coverage is available. Additioally, if there is a sigificat decrease i the cost of a pla durig the year, you may eroll i that pla, eve if you declied to eroll i that pla earlier. Ay chage i the cost of your pla optio that is ot sigificat will result i a automatic icrease or decrease, as applicable, i your share of the total cost. Other rules Medicare or Medicaid etitlemet: You may chage a electio for medical coverage midyear if you, your spouse, or your eligible depedet becomes etitled to, or loses etitlemet to, coverage uder Part A or Part B of Medicare, or uder Medicaid. However, you are limited to reducig your medical/detal coverage oly for the perso who becomes etitled to Medicare or Medicaid, ad you are limited to addig medical/detal coverage oly for the perso who loses eligibility for Medicare or Medicaid. Family ad Medical Leave Act: You may drop medical (icludig the Health Care Spedig Accout), detal, ad visio care coverage midyear whe you begi a upaid leave, subject to the provisios of the Family ad Medical Leave Act (FMLA). If you drop coverage or if you fail to make paymets for beefit coverage durig your FMLA leave, whe you retur from the FMLA leave, you have the right to be reistated to the same electios you made prior to takig your FMLA leave. 10 Jauary 1, 2005

15 Special ote regardig domestic parter coverage: The evets qualifyig you to make a midyear electio chage described i this sectio also apply to evets related to a qualified domestic parter. However, IRS rules geerally do ot permit you to make a midyear chage o a before-tax basis for such evets uless they ivolve a tax depedet. Thus, if you make a midyear chage due to a evet ivolvig your domestic parter, that chage must geerally be made o a post-tax basis, uless your domestic parter ca be claimed as your depedet for federal icome tax purposes. (Exceptios may be made if your domestic parter makes a electio chage uder his or her employer s pla i accordace with IRS regulatios.) Please see IRS Publicatio 17, Your Federal Icome Tax, for a discussio of the defiitio of a tax depedet. The publicatio is available at Chagig your coverage status You must make chages to your health beefits withi 31 days of a qualified status chage by callig the Beefit Service Ceter. The chage will be effective o the date of your status chage. 11 Jauary 1, 2005

16 Your cotributios Your cotributios for medical, detal, ad visio care are based o the pla chose ad the coverage category. Your medical cotributio also depeds o your total compesatio ad which total compesatio bad applies to you. The compesatio bads for 2004 are show i the table below. Cotributios for your Health Care Care Spedig Accout are determied by your cotributio amout. For purposes of calculatig your medical cost ad coverage amouts, total compesatio is determied each year ad will apply for the etire caledar year. With respect to the curret pla year, total compesatio cosists of (a) the aual rate of regular base pay based o scheduled work hours, excludig ay shift differetials, as of July 1 of the caledar year (the Prior Year ) which precedes the curret pla year; (b) ay commissios paid durig the caledar year which precedes the Prior Year; (c) ay o-aual cash bouses paid durig the caledar year which precedes the Prior Year; ad (d) ay aual bous eared durig the caledar year which precedes the Prior Year ad that is paid i cash or i the form of a equity award uder the Core Capital Accumulatio Program durig such caledar year or the Prior Year. For example, the total compesatio for the 2005 pla year icludes: Base pay aualized as of July 1, 2004 (excludig shift differetials); Commissios paid from Jauary 1 December 31, 2003; Cash bouses paid from Jauary 1 December 31, 2003 (excludig ay aual bous); ad 2003 aual bous (paid i 2003 ad 2004). If you were hired or rehired o or after July 1, 2004, yout total compesatio is your aualized base pay as of your date of hire. If you are a part-time employee, your total compesatio will be calculated as follows: Total compesatio bads o which employee cotributios for medical coverage are based: $20,000 or less $20,001 $25,000 $25,001 $40,000 $40,001 $60,000 $60,001 $80,000 $80,001 $100,000 $100,001 $150,000 $150,001 $250,000 $250,000 + Hourly rate of pay as of July 1, weeks the umber of hours scheduled to work 12 Jauary 1, 2005

17 For Smith Barey fiacial cosultats I your first year of employmet, your total compesatio is cosidered to be $60,000. If you eared more tha $60,000 i a previous brokerage firm i the prior year ad wat your isurace coverage to represet your prior earigs, you must provide a copy of your previous year s Form W-2 wage reportig statemet to your HR represetative withi 30 days of your hire date. Your medical cotributios will also be based o the higher amout. Note: Actual cotributio amouts are show o the aual erollmet worksheet, which is provided to all eligible employees durig each Aual Erollmet period. Before-tax cotributios Whe you choose coverage that requires a payroll cotributio, most of your cotributios are made with before-tax dollars. This meas your cotributios come out of your pay before federal icome ad employmet taxes are deducted. Before-tax cotributios reduce your gross salary, which lowers your taxable icome ad, therefore, the amout of icome tax you must pay. Cotributios may, however, be subject to state or local icome taxes i certai jurisdictios. Social Security taxes Each year you pay Social Security taxes o a certai level of your earigs, called the taxable wage base. Sice the before-tax dollars you use for some of your pla cotributios are ot cosidered part of your pay for Social Security tax purposes, your Social Security taxes will also be reduced if your pay falls below the taxable wage base after these before-tax dollars are subtracted from your total earigs. I this case, your future Social Security beefit may be smaller tha if after-tax dollars were used for those purposes. Domestic parters The cost of coverage for a domestic parter is the same as the cost for a spouse. The cost of coverage for a domestic parter s child(re) is the same as the cost for a depedet child. For the cost of domestic parter coverage i a particular pla, call the Beefit Service Ceter. If your domestic parter ad his or her child(re) qualify as your depedets uder sectio 152 of the Code, as determied without regard to subsectios (b)(1), (b)(2) ad (d)(1)(b) thereof, your cotributios for domestic parter medical, detal, ad/or visio care coverage will be take o a pre-tax basis. However, if your parter ad his or her child(re) do ot qualify as depedets for federal icome tax purposes as described above, you will pay for their medical, detal, ad/or visio care coverage with aftertax dollars. Tax implicatios Accordig to federal tax law, your taxes may be affected whe you eroll your domestic parter i Citigroup coverage. If your domestic parter does NOT qualify as a tax depedet: If your domestic parter ad his or her child(re) do ot qualify as depedets for federal icome tax purposes as described above, the cost of ay medical, detal, ad/or visio care coverage for your domestic parter ad/or his or her child(re) is cosidered imputed icome ad will be show o your pay statemet ad Form W-2. You will pay taxes o the amout of imputed icome. If your domestic parter qualifies as a tax depedet: If your domestic parter ad his or her child(re) qualify as depedets for federal icome tax purposes as described above, your cotributios for their medical, detal, ad/or visio care coverage will be take before taxes are withheld, ad there are o tax implicatios for you. 13 Jauary 1, 2005

18 Sice the tax requiremets are complex, you should cosult a tax professioal for advice o your persoal situatio. To review the qualificatios of a sectio 152 depedet, see IRS Publicatio 501 at formspubs/idex.html. 14 Jauary 1, 2005

19 Coordiatio of beefits Coordiatio of beefits provisios apply to the medical ad detal plas oly ad are described i this sectio. All paymets uder the plas described i this documet will be coordiated with beefits payable uder ay other group beefit plas that provide coverage for you or your depedet(s). Coordiatio of beefits prevets duplicatio ad works to the advatage of all members of the group. Whe you or your depedet(s) are eligible for beefits uder aother group pla, the eligible expeses uder this pla will be determied. Oe of the plas ivolved will pay beefits first the primary pla ad the other pla(s) will pay beefits ext the secodary pla(s). The followig defiitios apply to terms used i this sectio: Allowable expese: Icludes ay ecessary, reasoable, ad customary expese that would be covered i full or i part uder the Citigroup pla. Whe a HMO provides beefits i the form of furishig services or supplies rather tha cash paymets, the service or supply will ot be cosidered a allowable expese or a beefit paid. Pla: Most plas uder which group health beefits are provided, icludig group isurace closed pael or other forms of group or group-type coverage (whether isured or uisured), medical care compoets of group log-term care cotracts (such as skilled ursig care), medical beefits uder group or idividual automobile cotracts, Workers Compesatio, ad Medicare or other govermetal beefits, as permitted by law. Primary pla: A beefit pla that has primary liability for a claim. Secodary pla: A beefit pla that adjusts its beefits by the amout payable uder the primary pla. The Citigroup pla will be the primary pla o claims: For you, if you are ot covered as a employee by aother pla; For your spouse, if your spouse is ot covered as a employee by aother pla; ad For your depedet childre, the birthdays of the parets are used to determie which coverage is primary. The coverage of the paret whose birthday (moth ad day) comes before the other paret s birthday i the caledar year will be cosidered primary coverage (For example, if your spouse s birthday is i Jauary ad your birthday is i May, your spouse s pla is the primary pla for your childre). If both parets have the same birthday, the the coverage that has bee i effect the logest is primary. This rule applies oly if the parets are married to each other. Whe the Citigroup pla is the primary pla, it will pay beefits first. Beefits will be calculated accordig to the terms of the pla ad will ot be reduced due to beefits payable uder other plas. Whe the Citigroup pla is the secodary pla, beefits uder the Citigroup pla may be reduced. The Claims Admiistrator will determie the amout the Citigroup pla ormally would pay. The the amout payable uder the primary pla for the same expeses will be subtracted from the amout the Citigroup pla would have ormally paid. The Citigroup pla will pay you the differece. If the Citigroup pla is secodary, you will ever be paid more for the same expeses uder both the Citigroup pla ad the primary pla tha the Citigroup pla would have paid aloe. Whe the Citigroup pla is secodary ad the patiet is covered uder a HMO, beefits uder the Citigroup pla will be limited to the copaymet, if ay, for which you would have bee resposible uder the HMO, whether or ot the services provided are redered by the HMO. 15 Jauary 1, 2005

20 Whe a child is claimed as a depedet by parets who are separated or divorced, the primary pla is the pla of the paret who has court-ordered fiacial resposibility for the depedet child s health care expeses. Otherwise, the Citigroup pla will be secodary. Whe a child s parets are separated or divorced ad there is o court decree, the beefits will be determied i the followig order: The pla of the paret with custody of the child; The pla of the spouse of the paret with custody of the child; The pla of the paret ot havig custody of the child. I the evet that a legal coflict exists betwee two plas as to which is primary ad which is secodary, the pla that has covered the patiet for the loger time will be cosidered primary. Whe a pla does ot have a coordiatio of beefits provisio, the rules i this provisio are ot applicable ad such pla s coverage is automatically cosidered primary. With regard to ay govermetal health care coverage provided durig a military leave, ay health care coverage provided uder the Citigroup plas (icludig ay such coverage required uder USERRA, COBRA or other law or uder ay Citigroup military leave policy) will be secodary to the govermetal health care coverage. Coordiatio with Medicare Whe you or your eligible depedets are etitled to Medicare ad are covered uder the Citigroup pla, the Citigroup pla cotiues to be the primary pla. The Citigroup pla is primary for the followig situatios: Eligible active employees age 65 ad over ad who are etitled to Medicare beefits; Depedet spouses age 65 ad over who participate i the Citigroup pla o the basis of curret employmet status of the employee ad who are etitled to Medicare beefits; Social Security disabled participats who are covered by the Citigroup pla o the basis of your active employmet status with Citigroup ad who are etitled to Medicare beefits; ad For the first 30 moths of Medicare etitlemet, certai idividuals who become eligible for Medicare o the basis of havig ed-stage real disease (ESRD). If you are etitled to Medicare ad wat Medicare as your primary coverage, you must declie Citigroup medical coverage. From that poit forward, Medicare will be your oly coverage, ad o beefits will be provided by the Citigroup pla. If you or a covered family member becomes covered by Medicare after a COBRA electio is made, your COBRA coverage will ed. No-fault automobile isurace I states with o-fault automobile isurace, the automobile isurace carrier is the primary isurace for ijuries resultig from a automobile accidet. All medical expeses related to the automobile accidet should be submitted to the automobile isurace carrier first. The Citigroup pla will pay covered expeses ot payable uder the o-fault automobile isurace accordig to the coordiatio of beefit rules discussed above. Facility of paymet Whe beefit paymets that would have bee made uder a Citigroup pla have bee made uder aother pla, the Citigroup pla has the right to pay the other pla the amout that satisfies the itet of 16 Jauary 1, 2005

21 the provisio. Ay paymet made will be cosidered paymet of beefits uder the Citigroup pla ad, to the extet of such paymets, the Citigroup pla s obligatio to pay beefits will be satisfied. Right of recovery The Citigroup pla has the right to recover ay paymet made i excess of the maximum amout payable uder this provisio. The Citigroup pla may recover from oe or more of the followig etities i a effort to make the pla whole: Ay persos it paid or for whom paymet was made; Ay isurer, ad ay other orgaizatio; or Ay etity that was thereby eriched. Release of iformatio Certai facts are eeded to apply the rules of this provisio. The Claims Admiistrator has the right to decide which facts are eeded. The Claims Admiistrator may get the eeded facts from or give them to ay other orgaizatio or perso. The Claims Admiistrator eed ot tell, or get the coset of, ay perso to do this. At the time a claim for beefits is made, the Claims Admiistrator will determie the iformatio ecessary to operate this provisio. Citigroup will use ad disclose health care iformatio that relates to pla participats oly as appropriate for pla admiistratio ad oly as permitted by applicable law. 17 Jauary 1, 2005

22 Recovery provisios Recovery provisios apply to the medical ad detal plas ad are described i this sectio. Refud of overpaymets Wheever paymets have bee made by the pla with respect to covered or o-covered expeses i a total amout, at ay time, i excess of the maximum amout payable uder the pla s provisio, the covered perso(s) must make a refud to the pla i the amout paid i excess of the amout payable uder the pla ad help the pla obtai the refud from aother perso or orgaizatio. If the covered perso(s) or ay other perso or orgaizatio that was paid does ot promptly refud the full amout, the pla may reduce the amout of ay future beefits that are payable. The reductios will equal the amout it should have paid. I the case of recovery from a source other tha the pla, the refud equals the amout of recovery up to the amout paid uder the pla. The pla may have other rights i additio to the right to reduce future beefits. Reimbursemet This sectio applies whe a covered perso recovers damages, by settlemet, verdict, or otherwise, for a ijury, sickess, or other coditio. If the covered perso has made, or i the future may make, such a recovery, icludig a recovery from a isurace carrier, the pla will ot cover either the reasoable value of the services to treat such a ijury or illess or the treatmet of such a ijury or illess. However, if the pla does pay or provide beefits for such a ijury, sickess, or other coditio, the covered perso or the legal represetatives, estate, or heirs of the covered perso will promptly reimburse the pla from all recovery amouts (whether or ot characterized as related to medical expeses) from ay settlemet, verdicts, or isurace proceeds received by the covered perso (or by the legal represetatives, estate, or heirs of the covered perso) to the extet that medical beefits have bee paid for or provided by the pla to the covered perso. If the covered perso receives paymet from a third party or his or her isurace compay as a result of a ijury or harm due to the coduct of aother party ad the covered perso has received beefits from the pla, the pla must be reimbursed first. I other words, the covered perso s recovery from a third party may ot compesate the covered perso fully for all of the fiacial expeses icurred because acceptace of beefits from the pla costitutes a agreemet to reimburse the pla for ay beefits the covered perso receives. The covered perso also must take ay reasoably ecessary actio to protect the pla s subrogatio ad reimbursemet right. That meas by acceptig beefits from the pla, the covered perso agrees to otify the Pla Admiistrator if ad whe the covered perso istitutes a lawsuit or other actio, or eters ito settlemet egotiatios with aother party (icludig his or her isurace compay) i coectio with or related to the coduct of aother party. The covered perso also must cooperate with the Pla Admiistrator s reasoable requests cocerig the pla s subrogatio ad reimbursemet rights ad must keep the Pla Admiistrator iformed of ay importat developmets i his or her actio. The covered perso also agrees that the Pla Admiistrator may withhold ay future beefits paid by this pla or ay other disability or health pla maitaied by Citigroup or its participatig compaies to the extet ecessary to reimburse this pla uder the pla s subrogatio or reimbursemet rights. 18 Jauary 1, 2005

23 I order to secure the rights of the pla uder this sectio, the covered perso hereby: Grats to the pla a first priority lie agaist the proceeds of ay such settlemet, verdict or other amouts received by the covered perso to the extet of all beefits provided i a effort to make the pla whole; ad Assigs to the pla ay beefits the covered perso may have uder ay automobile policy or other coverage. The covered perso shall sig ad deliver, at the request of the pla or its agets, ay documets eeded to protect such lie or to effect such assigmet of beefits. The covered perso will cooperate with the pla ad its agets ad will: Sig ad deliver such documets as the pla or its agets reasoably request to protect the pla s right of reimbursemet; Provide ay relevat iformatio; ad Take such actios as the pla or its agets reasoably request to assist the pla i makig a full recovery of the value of the beefits provided. If the covered perso does ot sig ad deliver ay such documets for ay reaso (icludig but ot limited to the fact that the covered perso was ot give a agreemet to sig or is uable or refused to sig), the Pla Admiistrator, i its sole discretio, may or may ot advace beefits to the covered perso uder the pla. If the Pla Admiistrator has advaced beefits, it has the right to subrogatio ad reimbursemet whether or ot the covered perso has siged the agreemet. The covered perso shall ot take ay actio that prejudices the pla s right of reimbursemet. Subrogatio This sectio applies whe aother party is, or may be cosidered, liable for a covered perso s ijury, sickess, or other coditio (icludig isurace carriers who are so liable) ad the pla has provided or paid for beefits. The pla is subrogated to all the rights of the covered perso agaist ay party liable for the covered perso s ijury or illess or for the paymet for the medical treatmet of such ijury or occupatioal illess (icludig ay isurace carrier), to the extet of the value of the medical beefits provided to the covered perso uder the pla. The pla may assert this right idepedetly of the covered perso. The covered perso is obligated to cooperate with the pla ad its agets i order to protect the pla s subrogatio rights. Cooperatio meas providig the pla or its agets with ay relevat iformatio requested by them, sigig ad deliverig such documets as the pla or its agets reasoably request to secure the pla s subrogatio claim, ad obtaiig the coset of the pla or its agets before releasig ay party from liability for paymet. If the covered perso eters ito litigatio or settlemet egotiatios regardig the obligatios of other parties, the covered perso must ot prejudice, i ay way, the subrogatio rights of the pla uder this sectio. The costs of legal represetatio retaied by the pla i matters related to subrogatio shall be bore solely by the pla. The costs of legal represetatio retaied by the covered perso shall be bore solely by the covered perso. 19 Jauary 1, 2005

24 Whe coverage eds Your coverage automatically will termiate o the earliest of the followig dates: The date the Citigroup pla termiates; The last day for which the ecessary cotributios are made; Midight of the last day of the moth i which you retire, you die, or you otherwise cease to be eligible for coverage. The date beefits paid o behalf of a participat equal the lifetime maximum beefit uder the Citigroup pla. Coverage for eligible depedets who have ot reached their lifetime maximum will ot be affected. Midight of the last day of employmet if your termiatio is due to gross miscoduct. Your eligible depedet s coverage automatically will termiate o the earliest of the followig dates: Midight of the last day of the moth i which your coverage termiates; The date you elect to termiate your eligible depedet s coverage; The last day for which the ecessary cotributios are made; The date the eligible depedet(s) ceases to be eligible for coverage. Coverage will remai i effect through December 31 of the year i which the child reaches the maximum age or is o loger a fulltime studet. Coverage will remai i effect through the ed of the moth i which the child gets married or obtais a full-time job; The date the eligible depedet(s) is covered as a employee uder the pla; The date the eligible depedet(s) is covered as the depedet of aother employee uder the pla; The date the eligible depedet(s) eters the armed forces of ay coutry or iteratioal orgaizatio; The date the depedet is o loger eligible for coverage uder a QMCSO; or Midight of the last day of the moth i which you become legally separated or divorced (this applies to coverage for your spouse or domestic parter) You ad your eligible covered depedets may be able to cotiue coverage uder COBRA. See COBRA for more iformatio. Coverage whe you retire You could be eligible for retiree health care coverage if you are at least age 55 with at least 5 years of service whe you leave Citigroup. For more iformatio o eligibility ito these plas, cotact the Beefits Service Ceter. You will be required to cotribute to the cost of coverage. Coverage if you become disabled If you are disabled, you ad your eligible depedets may cotiue medical, detal, ad visio care pla coverage ad participatio i the Health Care Spedig Accout for up to 13 weeks, as log as you make the active employee cotributios. After you have bee disabled for 13 weeks, if you are still disabled ad/ or log-term disability coverage is pedig, your coverage will remai i effect ad you will be billed for beefits. 20 Jauary 1, 2005

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