Summary of Material Modifications for the Vision Program

Summary of Material Modifications for the Vision Program This notice serves as a Summary of Material Modifications (SMM) updating information in the 2009 Vision Program Summary Plan Description (SPD) booklet and the 2010, 2011 and 2012 Vision Program SMMs. This SMM provides information about important changes to those documents. The changes described in this SMM are effective as of January 1, 2013, except as noted. Please review your 2009 Vision Program SPD booklet and the subsequent related SMMs for more information about Vision Program details. Change in Access to the Prudential Benefits Center via the Prudential Intranet The first paragraph of the Via the Prudential Intranet section on page 1 of the 2009 Vision Program SPD booklet is replaced by the following. To access the Prudential Benefits Center website through the Prudential intranet, visit PRU Today, select the My Prudential tab under Most Popular, then go to the Health, Life & Wellness tab. The Prudential Benefits Center website link is in the right column under Popular Destinations. Changes to Qualified Dependent Eligibility Clarification of Qualified Dependent Eligibility The boxes on pages 15 and 37 of the 2009 Vision Program SPD booklet are replaced by the following. Please note: Your Qualified Dependents are eligible for coverage if you elect coverage for yourself and they meet the criteria described in detail in the Glossary definitions of Spouse, Qualified Adult, Domestic Partner, Qualified Same-Sex Spouse, Extended Family Member, Dependent Child(ren), Qualifying Child or Qualifying Relative as shown in the 2009 Vision Program SPD booklet, as modified by the 2011 Vision Program SMM, the 2012 Vision Program SMM and this SMM. The Important Notice Regarding Civil Union Partnership section beginning on page 18 of the 2009 Vision Program SPD booklet and the Important Notice Regarding Civil Union Partnership and Same-Sex Marriage section on page 1 of the 2012 Vision Program SMM are replaced by the following. Important Notice Regarding Civil Union Partnership and Same-Sex Marriage Certain states have passed legislation that requires insurers to provide equal benefit coverage for civil union partners and same-sex spouses, if spousal coverage is provided through an employer s group insurance plan. If you live in a state that has passed such legislation and want to enroll a same-sex spouse in the Vision Program, you may enroll yourself and your same-sex spouse for coverage. Otherwise, if your same-sex spouse qualifies as a Domestic Partner, you may enroll your same-sex spouse as a Domestic Partner. For more details regarding eligibility requirements for this program, please contact the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. ORD. 115151 ED. 01/2013 Vision Program Summary of Material Modifications Page 1

Clarification to Imputed Income for Domestic Partner and Qualified Same-Sex Spouse Coverage The first two paragraphs of the Imputed Income for Domestic Partner Coverage section beginning on page 21 of the 2009 Vision Program SPD booklet are replaced by the following three paragraphs. If you enroll for coverage for yourself and your Domestic Partner or Qualified Same-Sex Spouse, the Cost of coverage for your Domestic Partner or Qualified Same-Sex Spouse is paid on a Before-Tax basis. Because Domestic Partners and Qualified Same-Sex Spouses generally do not satisfy the definition of a dependent under the Internal Revenue Code, Prudential must add to your Form W-2 earnings an amount representing the fair market value for providing Vision Care Insurance Program coverage for your Domestic Partner or Qualified Same-Sex Spouse, less any After-Tax contribution (if applicable). Generally, the fair market value equals the difference between the Consolidated Omnibus Budget Reconciliation Act (COBRA) rate for You Only coverage and You + Spouse/Qualified Adult coverage, less the 2% administrative fee usually included in these rates. You will pay applicable Federal taxes on this Imputed Income. This Imputed Income amount is also subject to applicable income tax withholding including Federal Insurance Contributions Act (FICA) taxes. If you enroll for coverage for yourself and your Domestic Partner or Qualified Same-Sex Spouse, you will pay applicable state taxes on this Imputed Income amount. However, if you cover a Qualified Same-Sex Spouse and you live in a state that has modified its state tax code to exempt same-sex spousal coverage from taxation, such as New York, you will not pay state taxes on this Imputed Income amount. Change to Claims Administrator for COBRA (Effective April 1, 2013) References to the Claims Administrator for enrollment and eligibility claims in the Enrollment and Eligibility Claims for COBRA Coverage or COBRA-Like Coverage section on page 63 and in the Glossary definition of Claims Administrator on page 82 of the 2009 Vision Program SPD booklet are updated by the following. The Prudential Benefits Center is the Claims Administrator for COBRA enrollment and eligibility claims and the Administrative Committee is the Claims Fiduciary for COBRA. Changes to Continuing Your Coverage (Effective April 1, 2013) The Continuing Your Coverage section beginning on page 65 (including sub-sections through page 73) of the 2009 Vision Program SPD booklet, the Change to COBRA Contact Information section on page 1 of the 2010 Vision Program SMM and the Changes to Continuing Your Coverage section (including sub-sections) beginning on page 2 of the 2012 Vision Program SMM are modified by the following. Change to COBRA Administrator (Effective April 1, 2013) The COBRA administrator has changed and is now the Prudential Benefits Center. All references to Ceridian Benefits Services in the 2009 Vision Program SPD booklet and subsequent related SMMs are replaced with the Prudential Benefits Center. Telephone Access (Effective April 1, 2013) You can contact the Prudential Benefits Center by calling 1-800-PRU-EASY (1-800-778-3279) and following the prompts for Health and Welfare benefits and then COBRA. Prudential Benefits Center Representatives are available to assist you between 8 a.m. and 6 p.m., Eastern time, Monday through Friday, except on holidays. Mail Access (Effective April 1, 2013) The mailing address for filing claims related to program enrollment and eligibility is: Prudential Benefits Center Claims and Appeals Management (CAM) P.O. Box 1407 Lincolnshire, IL 60069-1407 Vision Program Summary of Material Modifications Page 2

Changes to How to Purchase Continued Vision Coverage (Effective April 1, 2013) The second paragraph of the How to Purchase Continued Vision Coverage section beginning on page 69 of the 2009 Vision Program SPD booklet and the entire Clarification of COBRA Election Form Due Date section on page 1 of the 2010 Vision Program SMM are replaced by the following. To elect continuation of coverage, you must make your COBRA election on the Prudential Benefits Center website at www.prubenefitscenter.com or by calling the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) within 60 days after the later of the following dates: The date on the notice of the right to continue coverage; or The date Program coverage ends. An additional 45-day period is available to pay the initial premium from the date of your COBRA election. Premium Due Date (Effective April 1, 2013) The Premium Due Date section on page 70 of the 2009 Vision Program SPD booklet and the Change to Premium Due Date sections on page 1 of the 2010 Vision Program SMM and on page 2 of the 2011 Vision Program SMM are replaced by the following. If you elect COBRA continuation coverage for the Vision Care Insurance Program, you must pay the initial premium within 45 days of the date of your COBRA election. Your invoice will indicate the amount of the first payment. Thereafter, COBRA premiums must be paid monthly and within 30 days after the date each one is due. If payment is not received in a timely manner, your coverage will be terminated retroactively to the last day for which timely payment was made. Paying for Coverage (Effective April 1, 2013) The Paying for Coverage section on page 3 of the 2012 Vision Program SMM is replaced by the following. No contributions are required for the Vision Discount Program. For the Vision Care Insurance Program, continuation premiums are required. You can choose to pay for your coverage monthly by submitting payment to the Prudential Benefits Center or by using the Pay Now feature on the Prudential Benefits Center website to process a one-time bank payment from your checking or savings account. You can also take advantage of direct debit with the Prudential Benefits Center and have automatic deductions from your checking or savings account. If you choose direct debit, all future payments will be taken from your account on the first of the month. To make a payment, you can access the Prudential Benefits Center website at www.prubenefitscenter.com or call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279). Changes to COBRA-Like Coverage for Qualified Adults The conditions that apply to the COBRA-Like Coverage for Qualified Adults section beginning on page 72 of the 2009 Vision Program SPD booklet now apply to Qualified Same-Sex Spouses. The COBRA-Like Coverage for Qualified Adults section beginning on page 72 of the 2009 Vision Program SPD booklet is modified by the following addition. Imputed Income for COBRA-Like Coverage for a Domestic Partner or Qualified Same-Sex Spouse If you are receiving subsidized COBRA coverage and enroll your Domestic Partner or Qualified Same-Sex Spouse for COBRA-like coverage, Prudential must add to your Form W-2 earnings an amount representing the fair market value for providing Vision Care Insurance Program coverage for your Domestic Partner or Qualified Same-Sex Spouse. Generally, the fair market value equals the difference between the COBRA rate for You + Spouse/Qualified Adult coverage and You Only coverage, less the 2% administrative fee. You will pay applicable taxes on this Imputed Income. This Imputed Income is also subject to applicable income tax withholding including Federal Insurance Contributions Act (FICA) taxes. Vision Program Summary of Material Modifications Page 3

If you are receiving subsidized COBRA coverage and enroll your Domestic Partner or Qualified Same-Sex Spouse for COBRA-like coverage, you will pay applicable state taxes on this Imputed Income amount. However, if you cover a Qualified Same-Sex Spouse and you live in a state that has modified its state tax code to exempt same-sex spousal coverage from taxation, such as New York, you will not pay state taxes on this Imputed Income amount. IRS Circular 230 disclosure: Neither Prudential nor its representatives are authorized to provide tax or legal advice or financial advice on behalf of the Program. Any tax information provided is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code. You are encouraged to consult with your tax, financial and/or legal advisors for advice regarding your particular situation. Changes to Family and Medical Leave Act The first three paragraphs of the Family and Medical Leave Act section beginning on page 73 of the 2009 Vision Program SPD booklet and the entire Family and Medical Leave Act sections in the 2010 Vision Program SMM and the 2011 Vision Program SMM are replaced by the following. All Employees who have at least one year of service and have worked at least 1,000 hours (excluding any unpaid leave, any disability absences and any designated FMLA absences during that period) during the 12 months prior to commencing a leave are eligible for unpaid leave under the Federal Family and Medical Leave Act of 1993 (FMLA). Eligible Employees may take an unpaid leave of absence, up to 12 weeks, under the following circumstances: To care for the Employee s child (as defined by applicable law) after birth, or placement for adoption or foster care; To care for the Employee s Spouse, child or parent (as defined by applicable law) with a serious health condition; To care for the Employee s child who is 18 years of age or older with a serious health condition, but is incapable of self-care because of a mental or physical disability (as defined by applicable law), regardless of when the disability commenced; For the Employee s own serious health condition that renders the Employee unable to perform the essential functions of the Employee s job; or For qualifying exigency leave when (1) the Employee s Spouse, child or parent is a member of a regular component of the United States Armed Forces (i.e., is a military member ) and is deployed to a foreign country; or (2) the family member belongs to the National Guard or Reserves and is called to military duty in support of a contingency operation. Qualifying exigencies may include: attending certain military events; arranging for alternative childcare for the military member s child; addressing certain financial and legal arrangements arising from the military member s covered active duty; attending counseling for the Employee, the military member or the military member s child when the need for the counseling arises from the military member s covered active duty; attending post-deployment reintegration briefings and handling other situations arising out of the military member s deployment; spending up to 15 calendar days with a military member who is on Rest and Recuperation leave during covered active duty; and addressing certain activities related to the care of the military member s parent who is incapable of self-care, such as arranging for alternative parental care, providing care on a non-routine, urgent basis, admitting the parent to a new care facility or attending meetings with staff at a care facility. The Company also provides a special leave entitlement that permits eligible Employees who are the Spouse, son, daughter, parent or next of kin of a covered service member (as defined by applicable law) to take up to 26 weeks of leave to care for a covered service member during a single 12-month period. A covered service member is a: Current member of the Armed Forces, including a member of the National Guard or Reserves, who has a serious injury or illness incurred in the line of active duty (or had a serious injury or illness that existed before the beginning of the member s active duty and was aggravated by service in the Vision Program Summary of Material Modifications Page 4

line of duty while on active duty in the Armed Forces) that may render the service member medically unfit to perform his/her duties for which the service member is undergoing medical treatment, recuperation or therapy; or is in outpatient status; or is on the temporary disability retired list; or Veteran who is undergoing medical treatment, recuperation or therapy, for a serious injury or illness that was incurred in the line of active duty (or had a serious injury or illness that existed before the beginning of the member s active duty and was aggravated by service in the line of duty while on active duty in the Armed Forces) and who was a member of the Armed Forces, including a member of the National Guard or Reserves, at any time during the period of five years preceding the date on which the veteran undergoes that medical treatment, recuperation or therapy. The 26-week leave available to eligible Employees to care for a covered service member is not in addition to the 12-week leave allotment available for other types of FMLA leave. Thus, if an Employee takes leave for any other reason permitted by the FMLA, the leave will be deducted from the 26-week allotment during that year. Certain state statutes may provide additional leave rights and coverage. For complete information regarding your FMLA leave rights and responsibilities, as well as your family and medical leave rights and obligations in the specific state in which you work, contact your local Human Resources Consultant or refer to the Human Resources Policies Lotus Notes database under the Quick Links tab on Prudential s intranet site, PRU Today. Updates to the Glossary The following definitions are in addition to or replace the existing definitions in the Glossary of the 2009 Vision Program SPD booklet and subsequent related SMMs. Update to Definition of Dependent Child(ren) The Glossary definition of Dependent Child(ren) beginning on page 84 of the 2009 Vision Program SPD booklet is replaced by the following. Dependent Child(ren) are individuals who both qualify as a Qualifying Child or as a Qualifying Relative under the Internal Revenue Code (as limited below), and who qualify under one of the following categories: Your unmarried Dependent Children under age 19 who are Substantially Dependent on you. Your Dependent Children are: Your natural children; Your adopted children; Children placed with you for adoption; Children who are living in your home for whom you are the legal guardian and for whom you receive no monetary compensation from a state or county agency; Your stepchildren (your Spouse must be the legal custodial parent); and Your unmarried grandchildren under age 19 when: Your child the parent or stepparent (who has legal custody) of the grandchild meets the definition of a Dependent Child, and is covered under the Plan (your child cannot be covered as an Extended Family Member if the grandchild is to be covered as a Dependent Child); and Your grandchild is living in your household or is a full-time student at an Educational Institution. Your unmarried Dependent Children (as previously described) continue to qualify between the ages of 19 and 24 if they: Vision Program Summary of Material Modifications Page 5

Are attending school on a full-time basis; Are Substantially Dependent on you; and Participated in the Vision Program at the time they attained age 19 or participated in a different vision program at the time they attained age 19 and remained continuously covered until the loss of that other coverage and the children became participants within 31 days of the loss of the other coverage. Coverage is continued without regard to whether: Your Spouse continues to have legal custody of a stepchild; Your unmarried Dependent Child continues to have legal custody of your grandchild; You have a legal obligation of support in the case of legally adopted children or children placed for adoption; or The child continues to live in your home or you continue to have legal responsibility under an order of guardianship. You must certify or re-certify Dependent Children between the ages of 19 and 24 as full-time students each year during the Annual Enrollment Period. If you do not (re-)certify full-time students during the Annual Enrollment Period, their coverage will end December 31 of the year in which you did not complete the (re-)certification, or the end of the pay period during which the Dependent Child reaches age 24, if earlier. You must certify Dependent Children who reach age 19 mid-year as full-time students on the Prudential Benefits Center website at www.prubenefitscenter.com or by calling the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and following the prompts for Health and Welfare benefits. Coverage for Dependent Children who reach age 24 mid-year will be terminated at the end of the pay period during which the Dependent Child reaches age 24. Coverage for Dependent Children who remain Substantially Dependent on you after ceasing to be full-time students mid-year will be terminated at the earlier of the following dates: The end of the Calendar Year during which the Dependent Child ceases to be a full-time student; or The end of the pay period during which the Dependent Child reaches age 24. Your unmarried Dependent Children (as previously described) age 19 or older who are incapable of sustaining self-supporting employment due to a mental or physical disability, if: Such children participated in the Vision Program at the time they attained age 19 (this must be a continuation of coverage that was in effect prior to exceeding the above age limit); The children participated in a different vision program at the time they attained age 19 and remained continuously covered until the loss of that other coverage and the children became participants within 31 days of the loss of the other coverage; You are a newly hired Employee whose child met these requirements other than the age limits and became a participant within 31 days of your date of hire; or At the time of your marriage your Spouse s child was already disabled and over age 19 and such child became a participant within 31 days of the date of your marriage. Vision Program Summary of Material Modifications Page 6

For a Dependent Child meeting this definition, you may continue that child s coverage as long as your child remains continuously covered, is Substantially Dependent on you and the child remains incapacitated and unmarried. If you wish to enroll a Dependent Child who meets this definition, you may do so by accessing the Prudential Benefits Center website at www.prubenefitscenter.com or by calling the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and following the prompts for Health and Welfare benefits. You will be required to furnish medical evidence of the Dependent Child s disability upon request from your medical program carrier. Any child required to be covered under either a Qualified Medical Child Support Order or a National Medical Support Notice (without regard to whether such child is a Qualifying Child or Qualifying Relative ). Your Child Must Be Your Qualifying Child or Your Qualifying Relative Except in the case of a child required to be covered under a Qualified Medical Child Support Order or a National Medical Support Notice, your Dependent Child must, in addition to falling into one of the above categories, qualify and continue to qualify as your Qualifying Child or Qualifying Relative under Section 152 of the Code, without regard to the requirement that the child has gross income less than the exemption amount (the income limitation ) or whether your child has dependents. See the definitions of Qualifying Child beginning on page 92 and Qualifying Relative beginning on page 93 of the 2009 Vision Program SPD booklet, respectively, for more information. If you are a divorced or separated parent, see the Special Rules for Divorced or Separated Parents section beginning on page 16 for the Vision Care Insurance Program and beginning on page 38 for the Vision Discount Program of the 2009 Vision Program SPD booklet for exceptions that may apply to you. Update to Definition of Extended Family Member The definition of Extended Family Member on page 88 of the 2009 Vision Program SPD booklet, the Changes to Extended Family Member Eligibility section on page 1 of the 2011 Vision Program SMM and the Clarification of Extended Family Member Eligibility section on page 1 of the 2012 Vision Program SMM are replaced by the following. To meet the eligibility requirements of an Extended Family Member under a program, your Extended Family Member must meet all of the following criteria: Be age 18 or older, but not have reached the first day of the month in which he/she attains Medicare eligibility. In situations where the Extended Family Member is not eligible for Medicare (for example, a non-u.s. citizen), eligibility ends at either the end of the month during which he/she attains age 65 (for all birth dates that do not fall on the first of a month) or on the date he/she attains age 65 (for all birth dates that fall on the first of a month); Meet the definition of a Qualifying Relative as defined in Internal Revenue Code Section 152 (without regard to the requirement that the child has gross income less than the exemption amount or whether the Extended Family Member has dependents or has filed a joint return with his Spouse) during the period of coverage (including, but not limited to, being Substantially Dependent upon you); Have lived with you for at least six months and remain a member of your household during the period of coverage; Not otherwise be eligible for coverage under the Vision Program (for example, as a Prudential Employee); Be related to you as follows: mother, father, grandmother, grandfather, stepmother, stepfather, mother-in-law, father-in-law, brother, sister, stepbrother, stepsister, niece, nephew, aunt, uncle, son, daughter, stepson, stepdaughter, son-in-law, daughter-in-law, brother-in-law or sister-in-law, or any Vision Program Summary of Material Modifications Page 7

person (other than your Spouse) who, for that Calendar Year, lives with you and is a member of your household; Not file a joint return for Federal income tax purposes; and Be a citizen or resident of the United States, Canada or Mexico. To newly enroll your Extended Family Member, you must follow the Extended Family Member certification process on the Prudential Benefits Center website, available via the Internet (at www.prubenefitscenter.com). If you wish to enroll an existing Qualified Dependent (for example, a child) as an Extended Family Member, or, if you do not have access to a computer or the Internet or you need more information, you may call the Prudential Benefits Center at 1-800-PRU-EASY (1-800-778-3279) and follow the prompts for Health and Welfare benefits. Addition of Definition of Imputed Income Imputed Income is the value of certain benefits you receive from Prudential that may be counted as income to you under the Internal Revenue Code. This may include the value of any Prudential-paid life insurance coverage in excess of $50,000, and the value of Domestic Partner and Qualified Same-Sex Spouse medical, dental and/or vision coverage. Value is determined pursuant to the Internal Revenue Code. Update to Definition of Qualified Adult The Glossary definition of Qualified Adult on page 91 of the 2009 Vision Program SPD booklet is replaced by the following. A Qualified Adult is a person who meets certain eligibility requirements for a program and is not your Spouse. A Qualified Adult is a Domestic Partner (as defined in the Glossary of the 2009 Vision Program SPD booklet and modified by the 2011 Vision Program SMM) or a Qualified Same-Sex Spouse or Extended Family Member (as defined in this SMM). Update to Definition of Qualified Dependents The Glossary definition of Qualified Dependents on page 92 of the 2009 Vision Program SPD booklet is replaced by the following. Qualified Dependents are: Your Spouse or one Qualified Adult. A Qualified Adult is defined as your same-sex or opposite-sex Domestic Partner (as defined in the Glossary of the 2009 Vision Program SPD booklet and modified by the 2011 Vision Program SMM) or your Qualified Same-Sex Spouse or an Extended Family Member (as defined in this SMM); and Your Dependent Children (as defined in this SMM). Addition of Definition of Qualified Same-Sex Spouse An individual who is legally married to a participant of the same sex is a Qualified Same-Sex Spouse for an insured program provided under the Plan if the insured program is subject to state laws, including Civil Union Partnership laws, that require the Plan to offer equal coverage for a participant s same-sex spouse whenever the Plan provides spousal coverage. An individual is not a Qualified Same-Sex Spouse under any self-insured program or under any insured program that is subject to state laws that do not require equal coverage for same-sex spouses. (See the Insurance Issuers and Administrators section on page 55 of the 2009 Vision Program SPD booklet for details about insured programs.) Vision Program Summary of Material Modifications Page 8

Important Notice This SMM is not a substitute for the official Plan Document(s) that govern(s) the operation of the program. All terms and conditions of the program, including your eligibility and any benefits, will be determined pursuant to and are governed by the provisions of the applicable Plan Document(s). If there is any discrepancy between the information in this summary or in any other Prudential materials related to the program and the actual Plan Document(s), or if there is a conflict between information discussed by anyone acting on Prudential s behalf and the actual Plan Document(s), the Plan Document(s), as interpreted by the applicable Plan Administrator in its sole discretion, will always govern. Prudential may, in its sole discretion, modify, amend, suspend or terminate any or all of its HR policies, programs, Plans and benefits including those described in this summary, in whole or in part, at any time, without notice to or consent of any participant, employee or former employee to the extent permissible under applicable law. Nothing contained in this summary is intended to constitute or create a contract of employment, nor shall it constitute or create the right to remain associated with or in the employ of Prudential for any particular period of time. In addition, no oral or written statements made by anyone acting on Prudential s behalf are intended to create the right to remain associated with or in the employ of Prudential for any particular period of time. Employment with Prudential is employment at-will. This means that either you or Prudential may terminate the employment relationship at any time, with or without cause or notice. Vision Program Summary of Material Modifications Page 9