2013-2014 BENEFITS ENROLLMENT GUIDE

Medical, Flexible Spending Account and Health Savings

Account, Dental, Vision, Basic and Optional Term Life, Accidental Death and Dismemberment,

Short Term and Long Term Disability, and Care24 Services

2013 – 2014 Benefits Enrollment Guide

Table of Contents Contact Information Page 5

Eligibility Page 6

Medical Plan(s) Page 8

Flexible Spending Account Page 10

Health Savings Account Page 12

Dental Plan Page 16

Vision Plan Page 17

Life and Accidental Death & Dismemberment Page 18

Disability Page 20

Care24 Services Page 21

Notices Page 22

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What’s New For

2013

For 2013-2014 there will be some changes to your benefits as outlined below.

• Associates who are scheduled to work at least 30 hours per week and have also attained 60 days of continuous service are eligible to participate in the programs described in this benefits enrollment guide. The effective date of participation will be the 1st of the month following attainment of 60 days of continuous service. Associates scheduled to work less than 30 hours per week and Temporary Associates are ineligible to participate in Mattress Firm benefit plans.

• 100% preventive coverage for Choice Plus medical plan option

• High Deductible Health Plan medical option

• Health Savings Account

• Employer paid Basic Term Life benefit increased to 1x annual salary, up to $500,000

• Employer paid Accidental Death and Dismemberment benefit increased to 1x annual salary, up to $500,000

• Short Term Disability 100% employer paid

General Information

Our Benefits program reflects our commitment to providing Benefits that are competitive and are a valuable component of the total compensation package provided to Associates. The Benefits program includes:

• Medical Insurance

• Prescription Drugs

• Dental Insurance

• Vision Insurance

• Flexible Spending Account

• Health Savings Account

• Term Life Insurance

• Accidental Death and Dismemberment

• Long Term Disability Insurance

• Short Term Disability Insurance

• Care24 Services

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In addition to your pay, these Benefits, along with personal time and vacation, add substantial value to the overall compensation package provided by Mattress Firm. The comprehensive, low cost Benefits Plans are one of the many rewards of being a part of Mattress Firm.

Paying for Your Benefits Your share of the cost for Medical, Dental, and Vision contributions is deducted from your paycheck on a pre-tax basis. That means your taxable income is lower, so you pay less in taxes. When Coverage Begins If you are an existing Associate electing coverage during the Open Enrollment period, coverage is effective on October 1, 2013. If you are a new Associate and are scheduled to work at least 30 hours per week, coverage begins the 1st of the month after 60 days of continuous employment.

Being a Good

Health Care Consumer

Healthcare is an important part of your Benefit package. At Mattress Firm we take pride in the fact that we are able to provide Associates with competitive benefits at a reasonable cost. By utilizing some of the cost-control measures outlined below, you can help minimize costs and maximize benefits.

• Learn as much as you can about treatments or medications prescribed by your physician. Being an educated and well-informed consumer can help you make the best decisions for you and your family.

• If you do not fully understand the treatment or why it is being prescribed, ask your doctor.

• Take all prescribed medication as indicated by your doctor. Not doing so can be harmful to your health and can lead to additional costs.

• Use the mail order prescription drug service for your maintenance medications – it can save you time, and in most cases, money!

• Maintain an active lifestyle – you may want to consult with your doctor on an exercise program that fits your needs.

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Important Items in This Booklet

• Contact information for all of your Benefit providers

• Overviews of your Medical, Dental, Vision, FSA, Life, Short Term Disability, Long Term Disability, and 401(k) benefits.

• Employee contributions by Plan

Contact Information

Services Carrier Telephone

Benefits Call Center M – F, 7:00 am – 6:00 pm CT

855-232-1849

Medical, Dental, and Vision Benefits (i.e., eligibility, coverage, provider information) Group Number 704140

United Healthcare www.myuhc.com

www.myuhcdental.com www.myuhcvision.com

Medical 800.357.0978

Dental 877.816.3596

Vision 800.638.3120

Flexible Spending Account (FSA) United Healthcare

www.myuhc.com

866.755.2648

Health Savings Account United Healthcare www.myuhc.com 800-791-9361

Term Life Insurance, Accidental Death and Dismemberment, Short Term Disability, and Long Term Disability Benefits Policy Number 226189

SunLife www.sunlife.com/us

Customer Service 1.800.247.6875

STD Fax 781.304.5599

Evidence of Insurability Fax 781.446.1517

401K Retirement Plan Plan Number G36192

One America www.mattressfirm401k.com 800.249.6269

Care24 United Healthcare www.myuhc.com 888.887.4114

Ultipro Password Reset ultipro@mattressfirm.com

Mattress Firm Benefits Department benefits@mattressfirm.com

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Enrolling in Benefits & Making Changes

Who is eligible? As an employee of Mattress Firm, you are eligible for Benefits if you are:

• Scheduled to work 30 hours or more per week • Actively employed by the company for 60 days continuous days

Coverage begins on the first of the month following 60 days of employment. Temporary Associates are not eligible. Your Eligible Dependents Eligible dependents can enroll in Mattress Firm’s Benefits plans; however, supporting documentation will be required to validate eligibility. Please contact the Benefits Department to determine the required supporting documentation. An eligible dependent includes:

• Spouse (not fiancé, but your legal spouse as determined by applicable law) • Common Law Spouse • Legal Dependent – An Associate’s child up to age 26 (birth, adoption, or stepchild) • Qualified Medical Child Support Order

Making Changes During the Plan Year Due to the pre-taxed status of the health and welfare plans, once you make your final choices for 2013-2014, you cannot change your benefits until the next Open Enrollment Period. Changes during the plan year may only be made due to a qualifying event (listed below), and your benefit changes must be consistent with the qualifying event. Qualifying events:

• Marriage – you may add your new spouse to the plan or cancel your plan to join your spouse’s plan.

• Divorce, Legal Separation, Reaching Child Age Limit, Death – you may remove your spouse and/or dependents from the plan

• Birth, Adoption, Court Order/Legal Guardianship, Disability – you may add your dependent to the plan

• Significant Changes in Employment – you may add or remove your spouse and/or dependents depending upon an employment change with your spouse (e.g. job loss, employer plan discontinued, significant change in cost of coverage)

• Loss of Other Group Coverage – you may enroll or add spouse and/or dependents to the plan

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Enrollment due to a qualifying event must be received by the Benefits Department within 31 days of the qualifying event. All qualifying events may require proof, e.g. marriage, birth certificate, court order, proof of insurability, HIPAA letter from previous employer or insurance company, etc. If you fail to enroll or choose not to participate in the benefits program within 31 days of eligibility or a qualified life event, you must wait until the next Open Enrollment Period to enroll for coverage. Annual Salary Definition Annual salary is defined as the salary reported on your prior year’s Form W-2. However, if you joined Mattress Firm in the current year, then your annual salary definition includes your year to date salary, annualized.

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MEDICAL PLAN – Summary Benefit Schedule (Choice Plus) Eligible charges are subject to the calendar year deductible unless stated otherwise. See Plan Document for more details.

United Healthcare Network Non-Network Deductible Individual (calendar yr) $1,200 $2,400 Family (calendar yr) $2,400 $7,200 Out-of-Pocket Maximum Individual $4,900 N/A Family $9,800 N/A Co-Insurance 80% after deductible 50% after deductible Physician Office Visit $30 Office Visit/$60 Specialist No copay – deductible applies Lifetime Maximum Unlimited Preventive Care 100% Not covered Hospital Services (Inpatient, Outpatient Surgery, Lab & X-Ray) 80% after copay and deductible 50% after deductible

Urgent Care Copayment $60 copay No copay – deductible applies Mental Health Care Inpatient/Outpatient 80% after copay and deductible 50% after deductible

Skilled Nursing Facility (60 days limit) 80% after copay and deductible 50% after deductible Home Health Care (60 days limit) 80% after copay and deductible 50% after deductible Physician Surgical Services in any setting and Maternity 80% after copay and deductible 50% after deductible

Hospice Care (360 days, lifetime) 80% after copay and deductible 50% after deductible

Pharmacy Benefits Network Non-Network Prescription Drugs (Retail) (Up to 30 Day Supply)

Generic $10 Preferred Brand Name $30 Non-Preferred Brand Name $50 Prescription Drugs (Home Delivery) Generic $25 Preferred Brand Name $75

Non-Preferred Brand Name $125 Monthly Employee Contributions

Associate Only $126.00 Associate + Spouse $335.00 Associate + Child(ren) $283.00

Associate + Family $463.00

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MEDICAL PLAN – Summary Benefit Schedule (High Deductible Health Plan) Eligible charges are subject to the calendar year deductible unless stated otherwise. See Plan Document for more details.

United Healthcare Network Non-Network Deductible Individual (calendar yr) $2,000 $4,000 Family (calendar yr) $4,000 $8,000 Out-of-Pocket Maximum Individual $5,000 $10,000 Family $10,000 $20,000 Co-Insurance 80% after deductible 60% after deductible Physician Office Visit 80% after deductible 60% after deductible Lifetime Maximum Unlimited Preventive Care 100% Not covered Hospital Services 80% after deductible 60% after deductible Urgent Care Copayment 80% after deductible 60% after deductible Mental Health Care Inpatient/Outpatient 80% after deductible 60% after deductible

Skilled Nursing Facility 80% after deductible 60% after deductible

Home Health Care 80% after deductible 60% after deductible Physician Surgical Services In any setting and Maternity 80% after deductible 60% after deductible

Hospice Care (unlimited) 80% after deductible 60% after deductible Pharmacy Benefits Network Non-Network

Pharmacy copays do not apply until after Medical deductible

Prescription Drugs (Retail) (Up to 30 Day Supply)

Generic $10 Preferred Brand Name $35 Non-Preferred Brand Name $60 Prescription Drugs (Home Delivery) Generic $25 Preferred Brand Name $87.50

Non-Preferred Brand Name $150 Monthly Employee Contributions

Associate Only $75.00 Associate + Spouse $232.00 Associate + Child(ren) $189.00

Associate + Family $309.00

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Flexible Spending Account (FSA) 100% Associate Contributions A Flexible Spending Account (FSA) allows you to set aside a portion of your salary, before taxes, to pay for qualified medical expenses. Because that portion of your income is not taxed, you end up with more money in your pocket. If you would like to participate in the Health Care FSA, you must enroll and elect your annual contribution amount during Open Enrollment or your new hire election period. The money you contribute towards an FSA is deducted from your paycheck before taxes, resulting in a lower taxable income. This allows you to stretch your benefit dollars and receive real tax savings. How Does an FSA Work? You choose how much money you would like automatically deducted from your paycheck on a pre-tax basis. Once you enroll, the FSA administrator, United Healthcare, will issue you a debit card to use on qualified out-of-pocket medical expenses. If you do not have a debit card, you will need to save your receipts and submit them to the FSA administrator for reimbursement. You should estimate conservatively because any unused/unclaimed amounts in your account at the end of the plan year will be forfeited. Once you have enrolled, you cannot stop or change your contributions unless you have a qualified family status change. The Health Care FSA allows you to set aside up to $2,500 to pay expenses not covered by your medical insurance (such as copays, deductibles, coinsurance, etc.). Over-the-counter drugs will require a written prescription from a physician to be eligible for reimbursement under the Health Care FSA. Coverage Eligibility You are eligible to participate in the Medical FSA if you are enrolled in the Choice Plus Plan. You are eligible to participate in the Dependent Care FSA regardless of your medical enrollment choice. The maximum that you can contribute to the Dependent Care FSA is $5,000 annually. Plan Your Contributions The key to getting the most from your FSA is to maximize your contributions based on the expenses you expect to incur during the benefit year. To plan your contributions, just follow these simple steps:

• Review the list of eligible expenses on the FSA website at www.myuhc.com • Review your healthcare expenditures from last year • Write down any new eligible expenses you anticipate during the benefit year (new medications,

scheduled surgery, insurance plan deductible, changes in insurance coverage, orthodontia, etc.)

Once you have estimated the total cost for each of these expenses, then the total is what you should contribute to your FSA. If needed, contribution planning assistance can be located on the FSA website. When can I start using the money in my FSA? You have immediate access to your entire medical FSA election amount from the first day your benefits become effective. For example, if you set aside $1,000 and during the first week your benefits become effective you incur eligible medical expenses that total $1,000, then you can use your debit card to pay for those expenses. Access to your dependent care FSA amount is limited to the amount contributed to your FSA as of the date of your request for reimbursement.

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What expenses are covered under my FSA? An FSA covers eligible health care expenses that are not paid for by health insurance. Some examples of eligible health expenses include the following:

• Medical and dental copays and deductibles • Orthodontia and/or dental care • Physical therapy • Hearing care, eye exams, contact lenses and glasses • Prescription copays and coinsurance

What happens to my contributions if I leave or terminate employment with Mattress Firm? If there is a positive balance in your FSA account you have COBRA rights. If you do not exercise your COBRA rights, you forfeit any of the remaining balance. What is the “Use it or Lose it rule”? It is important to remember that an FSA is not a savings account. You must use all of your contributions each year or risk losing any unused balance at the end of the plan year. Be sure to base your contributions on what you expect to be able to spend on eligible expenses during the benefit plan year, it is better to be conservative and underestimate.

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High Deductible Health Plans and Health Savings Account 100% Associate Contributions - Mattress Firm will match your contributions into the Health Savings Account up to specific levels. Associates who enroll in the High Deductible Health Plan (HDHP) are eligible to participate in a Health Savings Account (HSA). The HSA is a tax advantaged account designed to help you save for current and future health care expenses. HSA contributions will be deducted from your paycheck on a pre-tax basis and are subject to annual IRS limits. The maximum annual match from Mattress Firm will be:

• $240 for Associate only coverage • $360 for Associate + Spouse or Associate + Child(ren) coverage • $480 for Associate + Family coverage

The contributions will be deposited to your HSA account set-up with an Optum Bank. You can use these funds to pay for qualified medical care expenses. Qualified expenses also count toward your annual deductible. Balances roll over from year to year and the account is portable, which means it stays with you if you change benefit plans or employers. Who is eligible for an HSA?

• Must be enrolled in an IRS “qualified” High Deductible Health Plan (HDHP)

• You must not be covered by another medical plan, unless the other medical plan is a “qualified” HDHP

• You must not be enrolled in Medicare coverage

Can I participate in a High Deductible Health Plan (HDHP) and another health plan and still be eligible for the HSA? As long as both health plans are HDHPs, you are eligible for an HSA. What is my contribution limit to the HSA? The limits on HSA contributions for 2013 are $3,250 for Individual and $6,450 for Family. You may contribute to the account via pay roll deduction up to the maximums. If you are age 55 and older, you may contribute a “catch up” contribution in addition to your limit. The catch up contribution in 2013 is $1,000. What expenses may I pay for from my HSA? You may use your HSA for a medical expense that pays for healthcare services, equipment or medications. These include expenses applied to your health plan deductible, dental care services, vision services, prescription services, over-the-counter medications prescribed by your doctor, and certain medical equipment. For a more detailed list of qualified medical expenses, please visit the IRS Publication 502: http://www.irs.gov/publications/p502/index.html OR www.myuhc.com How do I pay for claims through my HSA?

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You will receive your HSA Bank card under a separate mailing from United Healthcare. You can use this card for HSA-eligible expenses at certain qualified locations that accept Visa cards. Save your receipts every time you withdraw money from your HSA - the IRS may ask you to verify an expense should you be audited. Is there a penalty for paying for non-qualified health expenses from my HSA? Yes, you will be subject to your regular income tax rate and a 20% penalty. Do I have to prove my expenses are qualified health expenses? You are responsible for keeping receipts in the event the IRS audits your tax return. If I do not spend all of the money in my HSA, do I lose it? No, you own your HSA. Any unused funds are yours and remain in your HSA. Your account rolls from year to year. You can use the funds in the account for any medical, dental, vision or prescription drugs you need for any of your eligible dependents.

If I leave Mattress Firm, do I lose the money in my HSA? No, you own your HSA and the money in it is yours.

How do I open an HSA bank account? A link to Optum Bank will be provided on the Mattress Firm benefits site, www.mattressfirmbenefits.com . Click on the link and follow directions to set up your individual account. You can also copy and paste the address below to your web browser: https://enrollhsa.optumbank.com/hsaAppWeb/WelcomeAction.do?is_partner_post=Y&group_num=704140

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Partial List of Qualified Health Care Expenses for HSA

• Abdominal Supports • Abortion • Acupuncture • Air Conditioner (when

difficulty breathing) • Alcoholism Treatment • Ambulance • Anesthetist • Arch Supports • Artificial Limbs • Autoette (when used for relief

of sickness/disability) • Birth Control Pills (by

prescription) • Blood Tests • Blood Transfusions • Braces • Cardiographs • Chiropractor • Christian Science Practitioner • Contact Lenses • Contraceptive Devices (by

prescription) • Convalescent Home (for

medical treatment only) • Crutches • Dental Treatment • Dental X-Rays • Dentures • Dermatologist • Diagnostic Fees • Diathermy • Drug Addiction Therapy • Drugs (Prescription)

• Elastic Hosiery (prescription) • Eyeglasses • Fees Paid to Health Institute

Prescribed by a doctor • FICA and FUTA tax paid for

medical care service • Fluoridation Unit • Guide Dog • Gum Treatment • Gynecologist • Healing Services • Hearing Aids & Batteries • Hospital Bills • Insulin Treatment • Lab Tests • Lead Paint Removal • Legal Fees • Lodging (away from home for

outpatient care) • Metabolism Tests • Neurologist • Nursing (including board and

meals) • Obstetrician • Operating Room Costs • Ophthalmologist • Optician • Optometrist • Oral Surgery • Organ Transplant (including

donor’s expenses) • Orthopedic Shoes • Orthopedist • Osteopath

• Oxygen & Oxygen Equipment • Pediatrician • Physician • Physiotherapist • Podiatrist • Postnatal Treatments • Practical Nurse for Medical

Services • Prenatal Care • Prescription Medicines • Psychiatrist • Psychoanalyst • Psychologist • Psychotherapy • Radium Therapy • Registered Nurse • Special School Costs for the

Handicapped • Spinal Fluid Test • Splints • Sterilization • Surgeon • Telephone or TV Equipment

to Assist the Hard-of-Hearing • Therapy Equipment • Transportation Expenses

(relative to health care) • Ultra-violet Ray Treatment • Vaccines • Vasectomy • Vitamins (if prescribed) • Wheelchair • X-Rays

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Partial List of Non-Qualified Health Care Expenses for HSA

• Advancement payment services to be

rendered next year • Athletic Club membership • Automobile insurance premium allocable to medical coverage • Boarding school fees • Bottled Water • Commuting expenses of a disabled person • Cosmetic surgery and procedures • Cosmetics, hygiene products and similar items • Funeral, cremation, or burial expenses • Health programs offered by resort hotels, health clubs, and gyms • Illegal operations and treatments • Illegally procured drugs • Maternity clothes

• Premiums for life insurance, income protection, Disability, loss of limbs. Sight or similar benefits

• Scientology counseling • Social activities • Special foods and beverages • Specially designed car for the handicapped other than an autoette or special • Stop-smoking programs • Swimming pool • Travel for general health improvement • Tuition and travel expenses for a problem child to a particular school • Weight loss programs

Effective 1/1/2011 – Over-the-Counter Medications are not eligible expenses for HSAs.

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DENTAL PLAN – Summary Benefit Schedule Mattress Firm contributes to reduce the amount you pay.

United Healthcare Dental Plan

Calendar Year Maximum $1,500 Orthodontia Lifetime Maximum (per child) $1,000

Calendar Year Deductible

Individual $50

Family $150 Co-Insurance

Preventive 100%, no deductible

Basic 80% after deductible

Major 50% after deductible

Oral Surgery 80% after deductible

Orthodontia (children under the age of 19) 50%, no deductible

Covered Services

Preventive Exams, Bitewing X-rays, All Other X-Rays, Cleaning &Fluoride, Treatments, Sealants, and Palliative Treatment

Basic

Basic Restorative (Fillings) Simple Extractions

Complex Oral Surgery General Anesthesia

Resin or Amalgam Fillings

Major Crowns, Dentures

Prosthetics (Bridges, Dentures) Implants

Monthly Employee Contributions Associate Only $30.41 Associate + Spouse $55.93 Associate + Child(ren) $59.19 Associate + Family $87.42

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VISION PLAN – Summary Benefit Schedule The plan provides the following benefits: • Comprehensive benefits for eye exams, glasses, contacts and a discount on

laser vision correction • Network and Non-Network options - greater discounts by utilizing Network

Providers • Find participating network providers at www.myuhcvision.com

United Healthcare Vision Plan Network Non-Network

Copay Exams $10 Up to $40 Hardware $25 Up to $80 Eye Exam 100% Up to $40 Lenses Single 100% Up to $40

Bifocal 100% Up to $60 Trifocal 100% Up to $80 Lenticular 100% Up to $80 Contact Lenses

Fitting, follow up & Lenses (in lieu of glasses)

Up to $140 Up to $150

Medically Necessary Contacts 100% Up to $210

Frame – Retail Value Up to $130 Up to $50

Plan Frequencies Exam Every 12 months Lenses Every 12 months Frames Every 24 months Contacts Every 12 months

Monthly Employee Contributions Employee Only $6.50 Employee + Spouse $12.40 Employee + Child(ren) $13.00 Employee + Family $20.00

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GROUP TERM LIFE AND AD&D PLAN – Summary Benefit Schedule Sun Life – 100% Employer Paid Mattress Firm provides Group Term Life insurance in an amount of 1x your annual salary up to $500,000 through Sun Life. Mattress Firm pays 100% of the Basic Group Term Life cost. Additionally, your family could incur an unexpected financial hardship should an untimely death occur as a result of an accident. For this reason, Mattress Firm provides you with Accidental Death & Dismemberment (AD&D) coverage in the amount of 1x your annual salary up to $500,000 as part of your overall benefits program. Mattress Firm pays 100% of the Basic Accidental Death & Dismemberment cost. Beneficiary Designation Your beneficiary designation is the person you name to receive life insurance benefits in the event of your death. This also includes any life insurance benefits payable under the Voluntary Life insurance plan available through Mattress Firm. It is very important you keep a current updated Beneficiary Designation Form on file with the Benefits Department at all times. Changes can be made at any time throughout the year. You can obtain a Beneficiary Designation Form on the Benefits website at mattressfirmbenefits.com under the Life Insurance tab. Please forward all completed forms to the Benefits Department by fax at 866-593-1124 or email benefits@mattressfirm.com.

Optional Life insurance is available for you to purchase coverage on yourself and/or your eligible dependents. The premiums are based on the employee’s age and will be paid by payroll deduction. This coverage is portable and convertible.

Sun Life Optional Term Life – Summary Benefit Schedule

Increments of $10,000 Guarantee Issue Amount

Associate $10,000 to $500,000 $200,000

Spouse $10,000 to $250,000 (not to exceed 100% of the member’s amount) $100,000

Benefit Reductions To 65% at age 70, 40% at age 75, 25% at age 80, 15% at age 85 and 10% at age 90 or Over

Child $2,000 to $10,000 (increments of $2,000) All

Sun Life Basic Term Life and AD&D – Summary Benefit Schedule

Benefit Amount 1x annual salary to a maximum of $500,000

Guarantee Issue All Guarantee Issue

Benefit Reductions To 65% at age 70, 40% at age 75, 25% at age 80, 15% at age 85 and 10% at age 90 or Over

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Optional AD&D insurance is available for you to purchase coverage on yourself and/or your eligible dependents. The premiums are based on the flat rate and will be paid by payroll deduction.

Sun Life Optional AD&D – Summary Benefit Schedule

Coverage Amounts Starting At: Maximum Benefit Allowed

Associate $10,000 increments $500,000

Spouse $10,000 increments $250,000

Child(ren) $2,000 increments $10,000

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SHORT TERM DISABILITY PLAN – Summary Benefit Schedule Sun Life – 100% Employer Paid Mattress firm values your service and wants to ensure you are taken care of in the event of a life changing accident or disability. Therefore, Mattress Firm pays 100% of the Short Term Disability cost. Short Term Disability coverage allows you to continue receiving a portion of your salary while you are disabled due to a non-occupational accident, illness, or medical conditions such as maternity.

Sun Life Benefit

% of Weekly Salary 60% of weekly salary

Maximum Weekly Benefit $2,000 per week

Max Period Benefit Paid 11 Weeks

Accident/Sickness Elimination Period 7 days

LONG TERM DISABILITY PLAN – Summary Benefit Schedule Sun Life 100% Employer Paid Mattress firm values your service and wants to ensure you are taken care of in the event of a life changing accident or disability. Therefore, Mattress Firm pays 100% of the Long Term Disability cost. The Long Term disability plan will, upon approval of a claim by Sun Life, pay you a monthly benefit until you are no longer disabled or to normal retirement age. This benefit is taxed when paid.

Sun Life Benefit

Monthly Benefit 60% of monthly salary

Duration To Social Security Normal Retirement Age

Elimination Period 90 Days

Maximum Monthly Benefit $6,000 per month

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CARE 24 SERVICES Mattress Firm cares about your total health management – both physical and emotional. For that reason, we offer a medical benefit through Care24, administered by United Healthcare. The service connects you with the best nurses, mental health, and counseling services to fit your individual needs. With just one phone call, at any hour of the day or night, you can reach a compassionate ear and connect to helpful resources. Services available consist of:

• 24 hour advice nurse • Routine illness • Stress and anxiety • Relationship worries • Coping with grief and loss • Questions to ask your doctor • Men’s, women’s, and children’s health • Prevention • Self-care information • Help finding a doctor • Information on medications • General health information

Care24 provides over-the-phone assistance, you may call toll free 1-888-887-4114. To access the Employee Assistance Program website, log onto www.myuhc.com . Group Number: 704140

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Continuation Coverage Rights Under COBRA

Introduction You are receiving this notice because you have recently become covered under your employer’s group health plan(s), collectively known as the “Plan.” This notice contains important information about your right to COBRA continuation coverage, which is a temporary extension of coverage under the Plan. This notice generally explains COBRA continuation coverage, when it may become available to you and your family, and what you need to do to protect the right to receive it. The right to COBRA continuation coverage was created by a federal law, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). COBRA continuation coverage can become available to you when you would otherwise lose your group health coverage. It can also become available to other members of your family who are covered under the Plan when they would otherwise lose their group health coverage. For additional information about your rights and obligations under the Plan and under federal law, you should review the Plan’s Summary Plan Description or contact the Plan Administrator. What is COBRA Continuation Coverage? COBRA continuation coverage is a continuation of Plan coverage when coverage would otherwise end because of a life event known as a “qualifying event.” Specific qualifying events are listed later in this notice. After a qualifying event, COBRA continuation coverage must be offered to each person who is a “qualified beneficiary.” You, your spouse, and your dependent children could become qualified beneficiaries if coverage under the Plan is lost because of the qualifying event. Under the Plan, qualified beneficiaries who elect COBRA continuation coverage must pay for COBRA continuation coverage. If you are an employee, you will become a qualified beneficiary if you lose your coverage under the Plan because either one of the following qualifying events happens:

• Your hours of employment are reduced • Your employment ends for any reason other than your gross misconduct

If you are the spouse of an employee, you will become a qualified beneficiary if you lose your coverage under the Plan because of any of the following qualifying events:

• Your spouse dies • Your spouse’s hours of employment are reduced • Your spouse’s employment ends for any reason other than his or her gross misconduct • Your spouse becomes entitled to Medicare benefits (under Part A, Part B, or both) • You become divorced or legally separated from your spouse

Your dependent children will become qualified beneficiaries if they lose coverage under the Plan because of any of the following qualifying events:

• The parent-employee dies • The parent-employee’s hours of employment are reduced • The parent-employee’s employment ends for any reason other than his or her gross misconduct • The parent-employee becomes entitled to Medicare benefits (Part A, Part B, or both) • The parents become divorced or legally separated • The child stops being eligible for coverage under the plan as a “dependent child

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When is COBRA Coverage Available? The Plan will offer COBRA continuation coverage to qualified beneficiaries only after the Plan Administrator has been notified that a qualifying event has occurred. When the qualifying event is the end of employment, reduction of hours of employment, or death of the employee or the employee becomes entitled to Medicare benefits (Part A, Part B, or both); the employer must notify the Plan Administrator of the qualifying event. You must give notice of some qualifying events. For the other qualifying events (divorce or legal separation of the employee and spouse or a dependent child loses eligibility for coverage as a dependent child), you must notify the Plan Administrator within 60 days after the qualifying event occurs. You must provide written notice to your employer. How is COBRA Coverage Provided? Once the Plan Administrator receives notice that a qualifying event has occurred, COBRA continuation coverage will be offered to each of the qualified beneficiaries. Each qualified beneficiary will have an independent right to elect COBRA continuation coverage. Covered employees may elect COBRA continuation coverage on behalf of their spouse. Parents may elect COBRA continuation coverage on behalf of their children. COBRA continuation coverage is a temporary continuation of coverage. When the qualifying event is the death of the employee, the employee becomes entitled to Medicare benefits (under Part A, Part B, or both), divorce or legal separation, or a dependent child loses eligibility as a dependent child, COBRA continuation coverage lasts for up to a total of 36 months. When the qualifying event is the end of employment or reduction of the employee’s hours of employment, and the employee became entitled to Medicare benefits less than 18 months before the qualifying event, COBRA continuation coverage for qualified beneficiaries other than the employee lasts until 36 months after the date of Medicare entitlement. For example, if a covered employee becomes entitled to Medicare 8 months before the date on which his employment terminates, COBRA continuation coverage for his spouse and children can last up to 36 months after the date of Medicare entitlement, which is equal to 28 months after the date of the qualifying event (36 months minus 8 months). Otherwise, when the qualifying event is the end of employment or reduction of the employee’s hours of employment, COBRA continuation coverage generally lasts for only up to a total of 18 months. There are two ways in which this 18-month period of COBRA continuation coverage can be extended. Disability Extension of 18-Month Period of Continuation Coverage If you or anyone in your family covered under the Plan is determined by the Social Security Administration to be disabled and you notify the Plan Administrator in a timely fashion, you and your entire family may be entitled to receive up to an additional 11 months of COBRA continuation coverage, for a total maximum of 29 months. The disability would have to have started before the 60th day of COBRA continuation coverage and must last at least until the end of the 18-month period of continuation coverage. A copy of the Social Security Administration determination notice must be provided within 60 days of the date of the determination and prior to the end of the 18th month on continuation coverage to: benefits@mattressfirm.com

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Second Qualifying Event Extension of 18-Month Period of Continuation Coverage If your family experiences another qualifying event while receiving 18 months of COBRA continuation coverage, the spouse and dependent children in your family can get up to 18 additional months of COBRA continuation coverage, for a maximum of 36 months, if notice of the second qualifying event is properly given to the Plan Administrator. This extension may be available to the spouse and any dependent children receiving continuation coverage if the employee or former employee dies, becomes entitled to Medicare benefits (under Part A, Part B, or both), or gets divorced or legally separated, or if the dependent child stops being eligible under the Plan as a dependent child, but only if the event would have caused the spouse or dependent child to lose coverage under the Plan had the first qualifying event not occurred. If You Have Questions Questions concerning your Plan or your COBRA continuation coverage rights should be addressed to the contact or contacts identified below. For more information about your rights under ERISA, including COBRA, the Health Insurance Portability and Accountability Act (HIPAA), and other laws affecting group health plans, contact the nearest Regional or District Office of the U.S. Department of Labor’s Employee Benefits Security Administration (EBSA) in your area or visit the EBSA website at www.dol.gov/ebsa. (Addresses and phone numbers of Regional and District EBSA Offices are available through EBSA’s website.) Keep Your Plan Administrator Informed of Address Changes In order to protect your family’s rights, you should keep the Plan Administrator informed of any change in the addresses of family members. You should keep a copy, for your records, of any notices you send to the Plan Administrator.

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Women’s Health and Cancer Rights Act of 1998

The Women’s Health and Cancer Rights Act of 1998 requires Mattress Firm to notify you, as a participant or beneficiary of the Mattress Firm Group Insurance Plan, of your rights related to benefits provided through the plan in connection with a mastectomy. You as a participant or beneficiary have rights to coverage to be provided in a manner determined in consultation with your attending physician for:

(a) all stages of reconstruction of the breast on which the mastectomy was performed (b) surgery and reconstruction of the other breast to produce a symmetrical appearance (c) prostheses and treatment of physical complications of the mastectomy, including lymph edema

These benefits are subject to the plan’s regular deductible and copays. For further details, refer to your SPD. Keep this notice for your records and call your Plan Administrator for more information.

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Genetic Information Nondiscrimination Act of 2008 (GINA)

GINA is a Federal law that prohibits discrimination in health coverage and employment based on genetic information. GINA, together with already existing nondiscrimination provisions of the Health Insurance Portability and Accountability Act, generally prohibits health insurers or health plan administrators from requesting or requiring:

• Genetic tests of any fetus of an individual or family member who is a pregnant woman, and genetic tests of any embryo legally held by an individual or family member utilizing assisted reproductive technology

• The manifestation of a disease or disorder in an individual’s family members (family history)

• Any request for, or receipt of, genetic services or participation in clinical research that includes genetic services (genetic testing, counseling, or education) by an individual or an individual’s family members

Genetic information does not include information about the sex or age of any individual. GINA defines a genetic test as an analysis of human DNA, RNA, chromosomes, proteins, or metabolites that detect genotypes, mutations, or chromosomal changes. Routine tests that do not detect genotypes, mutations, or chromosomal changes, such as complete blood counts, cholesterol tests, and liver enzyme tests, are not considered genetic tests under GINA. Also, under GINA, genetic tests do not include analyses of proteins or metabolites that are directly related to a manifested disease, disorder, or pathological condition that could reasonably be detected by a health care professional with appropriate training and expertise in the field of medicine involved. GINA includes a “research exception” to the general prohibition against health insurers or group health plans requesting that an individual undergo a genetic test. This exception allows health insurers and group health plans engaged in research to request (but not require) that an individual undergo a genetic test. This exception permits the request to be made but imposes the following requirements:

• The request must be made pursuant to research that complies with HHS regulations at 45 CFR part 46, or equivalent Federal regulations, and any applicable state or local laws for the protection of human subjects in research

• No genetic information collected or acquired as part of the research may be used for underwriting purposes

• The health insurer or group health plan must notify the Federal government in writing that it is

conducting activities pursuant to this research exception and provide a description of the activities conducted

• The health insurer or group health plan must comply with any future conditions that Federal government may require for activities conducted under this research exception

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GINA’s provisions prohibiting discrimination in health coverage based on genetic information do not extend to life insurance, disability insurance, or long-term care insurance. For example, GINA does not make it illegal for a life insurance company to discriminate based on genetic information. In addition, GINA’s provisions prohibiting discrimination by employers based on genetic information generally do not apply to employers with fewer than 15 employees. For health coverage provided by a health insurer to individuals, GINA does not prohibit the health insurer from determining eligibility or premium rates for an individual based on the manifestation of a disease or disorder in that individual. For employment-based health coverage provided by group health plans, GINA permits the overall premium rate for an employer to be increased because of the manifestation of a disease or disorder of an individual enrolled in the plan, but the manifested disease or disorder of one individual cannot be used as genetic information about other group members to further increase the premium. GINA also does not prohibit health insurers or health plan administrators from obtaining and using genetic test results in making payment determinations.

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Important Notice Regarding Continued Coverage for Dependent Students

Effective January 1, 2010, Michelle’s Law requires group health plans to continue coverage for up to 1 year for dependent college students who take a “Medically Necessary Leave of Absence” that begins on or after January 1, 2010. Medically Necessary Leave of Absence A “Medically Necessary Leave of Absence” is a leave of absence or change in enrollment status that:

• Commences while an individual is suffering from serious illness or injury • Is medically necessary • Causes the individual to lose student status for purposes of the plan

The individual’s treating physician must certify that he or she is suffering from a serious illness or injury and that the leave of absence is medically necessary. Requirements To qualify for continued coverage under Michelle’s Law, an individual must:

• Be qualified as a dependent child under the terms of the group health plan or coverage • Have been enrolled in the group health plan or coverage, based on his or her status as a student

at a post-secondary educational institution, immediately before the first day of the Medically Necessary Leave of Absence

Duration and Type of Coverage Under Michelle’s Law, coverage must be continued until the earlier of:

• One year after the first day of the Medically Necessary Leave of Absence • The date on which the coverage would otherwise terminate (e.g., the dependent child reaches

the plan’s limiting age) The dependent child is entitled to the same benefits during a Medically Necessary Leave of Absence as those benefits in which he/she was enrolled immediately before the leave. Continuation Process If you feel that this law applies to your situation, please contact Human Resources.

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Medicaid and the Children’s Health Insurance Program (CHIP) Offers Free or Low Cost Health Coverage To Children & Families If you are eligible for health coverage from your employer, but are unable to afford the premiums, some States have premium assistance programs that can help pay for coverage. These States use funds from their Medicaid or CHIP programs to help people who are eligible for employer-sponsored health coverage, but need assistance in paying their health premiums. If you or your dependents are already enrolled in Medicaid or CHIP and you live in a State listed below, you can contact your State Medicaid or CHIP office to find out if premium assistance is available. If you or your dependents are NOT currently enrolled in Medicaid or CHIP, and you think you or any of your dependents might be eligible for either of these programs, you can contact your State Medicaid or CHIP office or dial 1-877-KIDS NOW or visit www.insurekidsnow.gov to find out how to apply. If you qualify, you can ask the State if it has a program that might help you pay the premiums for an employer-sponsored plan. Once it is determined that you or your dependents are eligible for premium assistance under Medicaid or CHIP, your employer’s health plan is required to permit you and your dependents to enroll in the plan – as long as you and your dependents are eligible, but not already enrolled in the employer’s plan. This is called a “special enrollment” opportunity, and you must request coverage within 60 days of being determined eligible for premium assistance.

If you live in one of the following States, you may be eligible for assistance paying your employer health plan premiums. The following list of States is current as of January 31, 2013. You should contact your State for further information on eligibility .

ALABAMA – Medicaid COLORADO – Medicaid

Website: http://www.medicaid.alabama.gov

Phone: 1-855-692-5447

Medicaid Website: http://www.colorado.gov/

Medicaid Phone (In state): 1-800-866-3513 Medicaid Phone (Out of state): 1-800-221-3943

ALASKA – Medicaid FLORIDA – Medicaid

Website: http://health.hss.state.ak.us/dpa/programs/medicaid/

Phone (Outside of Anchorage): 1-888-318-8890

Phone (Anchorage): 907-269-6529

Website: https://www.flmedicaidtplrecovery.com/

Phone: 1-877-357-3268

ARIZONA – CHIP GEORGIA – Medicaid

Website: http://www.azahcccs.gov/applicants

Phone (Outside of Maricopa County): 1-877-764-5437 Phone (Maricopa County): 602-417-5437

Website: http://dch.georgia.gov/ Click on Programs, then Medicaid, then Health Insurance Premium Payment (HIPP)

Phone: 1-800-869-1150

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IDAHO – Medicaid and CHIP MASSACHUSETTS – Medicaid and CHIP

Medicaid Website: www.accesstohealthinsurance.idaho.gov

Medicaid Phone: 1-800-926-2588

CHIP Website: www.medicaid.idaho.gov

CHIP Phone: 1-800-926-2588

Website: http://www.mass.gov/MassHealth

Phone: 1-800-462-1120

INDIANA – Medicaid MINNESOTA – Medicaid

Website: http://www.in.gov/fssa

Phone: 1-800-889-9949

Website: http://www.dhs.state.mn.us/

Click on Health Care, then Medical Assistance

Phone: 1-800-657-3629

IOWA – Medicaid MISSOURI – Medicaid

Website: www.dhs.state.ia.us/hipp/

Phone: 1-888-346-9562

Website: http://www.dss.mo.gov/mhd/participants/pages/hipp.htm

Phone: 573-751-2005

KANSAS – Medicaid MONTANA - Medicaid

Website: http://www.kdheks.gov/hcf/

Phone: 1-800-792-4884

Website: http://medicaidprovider.hhs.mt.gov/clientpages/ clientindex.shtml

Phone: 1-800-694-3084

KENTUCKY – Medicaid NEBRASKA – Medicaid

Website: http://chfs.ky.gov/dms/default.htm

Phone: 1-800-635-2570

Website: www.ACCESSNebraska.ne.gov

Phone: 1-800-383-4278

LOUISIANA – Medicaid NEVADA – Medicaid

Website: http://www.lahipp.dhh.louisiana.gov

Phone: 1-888-695-2447

Medicaid Website: http://dwss.nv.gov/

Medicaid Phone: 1-800-992-0900

MAINE – Medicaid NEW HAMPSHIRE – Medicaid

Website: http://www.maine.gov/dhhs/ofi/public-assistance/index.html Phone: 1-800-977-6740 TTY 1-800-977-6741

Website: http://www.dhhs.nh.gov/oii/documents/hippapp.pdf

Phone: 603-271-5218

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NEW JERSEY – Medicaid and CHIP SOUTH CAROLINA – Medicaid

Medicaid Website: http://www.state.nj.us/humanservices/dmahs/clients/medicaid/

Medicaid Phone: 609-631-2392

CHIP Website: http://www.njfamilycare.org/index.html

CHIP Phone: 1-800-701-0710

Website: http://www.scdhhs.gov Phone: 1-888-549-0820

NEW YORK – Medicaid SOUTH DAKOTA - Medicaid

Website: http://www.nyhealth.gov/health_care/medicaid/

Phone: 1-800-541-2831 Website: http://dss.sd.gov Phone: 1-888-828-0059

NORTH CAROLINA – Medicaid TEXAS – Medicaid

Website: http://www.ncdhhs.gov/dma

Phone: 919-855-4100

Website: https://www.gethipptexas.com/ Phone: 1-800-440-0493

NORTH DAKOTA – Medicaid UTAH – Medicaid and CHIP

Website: http://www.nd.gov/dhs/services/medicalserv/medicaid/

Phone: 1-800-755-2604

Website: http://health.utah.gov/upp

Phone: 1-866-435-7414

OKLAHOMA – Medicaid and CHIP VERMONT– Medicaid

Website: http://www.insureoklahoma.org Phone: 1-888-365-3742

Website: http://www.greenmountaincare.org/ Phone: 1-800-250-8427

OREGON – Medicaid and CHIP VIRGINIA – Medicaid and CHIP

Website: http://www.oregonhealthykids.gov http://www.hijossaludablesoregon.gov Phone: 1-877-314-5678

Medicaid Website: http://www.dmas.virginia.gov/rcp-HIPP.htm

Medicaid Phone: 1-800-432-5924

CHIP Website: http://www.famis.org/

CHIP Phone: 1-866-873-2647 PENNSYLVANIA – Medicaid WASHINGTON – Medicaid

Website: http://www.dpw.state.pa.us/hipp Phone: 1-800-692-7462

Website: http://hrsa.dshs.wa.gov/premiumpymt/Apply.shtm Phone: 1-800-562-3022 ext. 15473

RHODE ISLAND – Medicaid WEST VIRGINIA – Medicaid Website: www.ohhs.ri.gov Phone: 401-462-5300

Website: www.dhhr.wv.gov/bms/ Phone: 1-877-598-5820, HMS Third Party Liability

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WISCONSIN – Medicaid WYOMING – Medicaid Website: http://www.badgercareplus.org/pubs/p-10095.htm Phone: 1-800-362-3002

Website: http://health.wyo.gov/healthcarefin/equalitycare Phone: 307-777-7531

To see if any more States have added a premium assistance program since January 31, 2013, or for more information on special enrollment rights, you can contact either: U.S. Department of Labor U.S. Department of Health and Human Services Employee Benefits Security Administration Centers for Medicare & Medicaid Services www.dol.gov/ebsa www.cms.hhs.gov 1-866-444-EBSA (3272) 1-877-267-2323, Ext. 61565 OMB Control Number 1210-0137 (expires 09/30/2013)

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HIPAA/HITECH Notice of Privacy Practices

THIS NOTICE DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. This Notice is effective as of January 1, 2010 and shall remain in effect until you are notified of any changes, modifications or amendments. This Notice applies to health information the Mattress Firm Employee Benefit Plans (referred to herein as the “Plan” OR collectively referred to herein as the “Plan”) creates or receives about you. You may receive notices about your medical information and how it is handled by other plans or insurers. The Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), mandated the issuance of regulations to protect the privacy of individually identifiable health information, which were issued at 45 CFR Parts 160 through 164 (the “Privacy Regulations”). As a participant or beneficiary of the Plan, you are entitled to receive a notice of the Plan’s privacy procedures with respect to your health information that is created or received by the Plan (your “Protected Health Information” or “PHI”). This Notice is intended to inform you about how the Plan will use or disclose your PHI, your privacy rights with respect to the PHI, the Plan’s duties with respect to your PHI, your right to file a complaint with the Plan or with the Secretary of the U.S. Department of Health and Human Services (“HHS”) and the office to contact for further information about the Plan’s privacy practices. How the Plan Will Use or Disclose Your PHI Other than the uses or disclosures discussed below, any use or disclosure of your PHI will be made only with your written authorization. Any authorization by you must be in writing. You will receive a copy of any authorization you sign. You may revoke your authorization in writing, except your revocation cannot be effective to the extent the Plan has taken any action relying on your authorization for disclosure. Your authorization may not be revoked if your authorization was obtained as a condition for obtaining insurance coverage and any law provides the insurer with the right to contest a claim under the policy or the policy itself provides such right. When using or disclosing PHI or when requesting PHI from another covered entity, the Plan will make reasonable efforts not to use, disclose or request more than the minimum amount of PHI necessary to accomplish the intended purpose of the use, disclosure or request, taking into consideration practical and technological limitations. However, the minimum necessary standard will not apply in the following situations:

• disclosures to or requests by a health care provider for treatment • uses or disclosures made to the individual • disclosures made to HHS • uses or disclosures that are required by law • uses or disclosures that are required for the Plan’s compliance with legal regulations • uses and disclosures made pursuant to a valid authorization

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The following uses and disclosures of your PHI may be made by the Plan: For Payment. Your PHI may be used or disclosed to obtain payment, including disclosures for coordination of benefits paid with other plans and medical payment coverages, disclosures for subrogation in order for the Plan to pursue recovery of benefits paid from parties who caused or contributed to the injury or illness, disclosures to determine if the claim for benefits are covered under the Plan, are medically necessary, experimental or investigational, and disclosures to obtain reimbursement under insurance, reinsurance, stop loss or excessive loss policies providing reimbursement for the benefits paid under the Plan on your behalf. Your PHI may be disclosed to other health plans maintained by the Plan sponsor for any of the purposes described above. For Treatment. Your PHI may be used or disclosed by the Plan for purposes of treating you. One example would be if your doctor requests information on what other drugs you are currently receiving during the course of treating you. For the Plan’s Operations. Your PHI may be used as part of the Plan’s health care operations. Health care operations include quality assurance, underwriting and premium rating to obtain renewal coverage, and other activities that are related to creating, renewing, or replacing the contract of health insurance or health benefits or securing or placing a contract for reinsurance of risk, including stop loss insurance, reviewing the competence and qualification of health care providers and conducting cost management and quality improvement activities, and customer service and resolution of internal grievances. The Plan is prohibited from using or disclosing your PHI that is genetic information for underwriting purposes. The following use and disclosure of your PHI may only be made by the Plan with your written authorization or by providing you with an opportunity to agree or object to the disclosure: To Individuals Involved in Your Care. The Plan is permitted to disclose your PHI to your family members, other relatives and your close personal friends if:

• the information is directly relevant to the family or friend’s involvement with your care or payment for that care; and

• you have either agreed to the disclosure or have been given an opportunity to object and have not objected.

The following uses and disclosures of your PHI may be made by the Plan without your authorization or without providing you with an opportunity to agree or object to the disclosure: For Appointment Reminders. Your PHI may be used so that the Plan, or one of its contracted service providers, may contact you to provide appointment reminders, information on treatment alternatives, or other health related benefits and services that may be of interest to you, such as case management, disease management, wellness programs, or employee assistance programs. To the Plan Sponsor. PHI may be provided to the sponsor of the Plan provided that the sponsor has certified that this PHI will not be used for any other benefits, employee benefit plans or employment-related activities.

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When Required by Law. The Plan may also be required to use or disclose your PHI as required by law. For example, the law may require reporting of certain types of wounds or a disclosure to comply with a court order, a warrant, a subpoena, a summons, or a grand jury subpoena received by the Plan. For Workers’ Compensation. The Plan may disclose your PHI as authorized by and to the extent necessary to comply with laws relating to workers’ compensation or other similar programs, established by law, that provide benefits for work-related injuries or illnesses without regard to fault. For Public Health Activities. When permitted for purposes of public health activities, including when necessary to report product defects, to permit product recalls and to conduct post-marketing surveillance. Your PHI may also be used or disclosed if you have been exposed to a communicable disease or are at risk of spreading a disease or condition, if authorized or required by law. To Report Abuse, Neglect or Domestic Violence. When authorized or required by law to report information about abuse, neglect or domestic violence to public authorities if there exists a reasonable belief that you may be a victim of abuse, neglect or domestic violence. In such case, the Plan will promptly inform you that such a disclosure has been or will be made unless that notice would cause a risk of serious harm. For the purpose of reporting child abuse or neglect, the Plan is not required to inform the minor that such a disclosure has been or will be made. Disclosure may generally be made to the minor’s parents or other representatives, although there may be circumstances under federal or state law when the parents or other representatives may not be given access to a minor’s PHI. For Public Health Oversight Activities. The Plan may disclose your PHI to a public health oversight agency for oversight activities authorized or required by law. This includes uses or disclosures in civil, administrative or criminal investigations; inspections; licensure or disciplinary actions (for example, to investigate complaints against providers); and other activities necessary for appropriate oversight of government benefit programs (for example, to investigate Medicare or Medicaid fraud). For Judicial or Administrative Proceedings. The Plan may disclose your PHI when required for judicial or administrative proceedings. For example, your PHI may be disclosed in response to a subpoena or discovery request provided certain conditions are met. One of those conditions is that satisfactory assurances must be given to the Plan that the requesting party has made a good faith attempt to provide written notice to you, and the notice provided sufficient information about the proceeding to permit you to raise an objection and no objections were raised or any raised were resolved in favor of disclosure by the court or tribunal. For Other Law Enforcement Purposes. The Plan may disclose your PHI for other law enforcement purposes, including for the purpose of identifying or locating a suspect, fugitive, material witness or missing person. Disclosures for law enforcement purposes include disclosing information about an individual who is or is suspected to be a victim of a crime, but only if the individual agrees to the disclosure, or the Plan is unable to obtain the individual’s agreement because of emergency circumstances. Furthermore, the law enforcement official must represent that the information is not intended to be used against the individual, the immediate law enforcement activity would be materially and adversely affected by waiting to obtain the individual’s agreement, and disclosure is in the best interest of the individual as determined by the exercise of the Plan’s best judgment.

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To a Coroner or Medical Examiner. When required to be given to a coroner or medical examiner for the purpose of identifying a deceased person, determining a cause of death or other duties as authorized or required by law. Also, disclosure is permitted to funeral directors, consistent with applicable law, as necessary to carry out their duties with respect to the decedent. For Research. The Plan may use or disclose PHI for research, subject to certain conditions. To Prevent or Lessen a Serious and Imminent Threat. When consistent with applicable law and standards of ethical conduct, if the Plan, in good faith, believes the use or disclosure is necessary to prevent or lessen a serious and imminent threat to the health or safety of a person or the public and the disclosure is to a person reasonably able to prevent or lessen the threat, including the target of the threat. State Privacy Laws. Some of the uses or disclosures described in this Notice may be prohibited or materially limited by other applicable state laws to the extent such laws are more stringent than the Privacy Regulations. The Plan shall comply with any applicable state laws that are more stringent when using or disclosing your PHI for any purposes described by this Notice. Article I.

Article I. Your Privacy Rights With Respect to PHI Right to Request Restrictions on PHI Uses and Disclosures You may request the Plan to restrict uses and disclosures of your PHI to carry out treatment, payment or health care operations, or to restrict uses and disclosures to family members, relatives, friends or other persons identified by you who are involved in your care or payment for your care. The Plan is required to comply with your request if (1) the disclosure is to a health care plan for purposes of carrying out payment or health care operations, and (2) the PHI pertains solely to a health care item or service for which the health care provider involved has already been paid in full. Otherwise, the Plan is not required to agree to your request. The Plan will accommodate reasonable requests to receive communications of PHI by alternative means or at alternative locations. You or your personal representative will be required to complete a form to request restrictions on uses and disclosures of your PHI. Right to Inspect and Copy PHI You have a right to inspect and obtain a copy of your PHI contained in a “designated record set,” for as long as the Plan maintains the PHI, other than psychotherapy notes and any information compiled in reasonable anticipation of or for the use of civil, criminal, or administrative actions or proceedings or PHI that is maintained by a covered entity that is a clinical laboratory. Psychotherapy notes are separately filed notes about your conversations with your mental health professional during a counseling session. Psychotherapy notes do not include summary information about your mental health treatment. To the extent that the Plan uses or maintains an electronic health record, you have a right to obtain a copy of your PHI from the Plan in an electronic format. In addition, you may direct the Plan to transmit a copy of your PHI in such electronic format directly to an entity or person designated by the individual. A “designated record set” includes the medical records and billing records about individuals maintained by or for a covered health care provider; enrollment, payment, billing, claims adjudication and case or medical management record systems maintained by or for the Plan; or other information used in whole or in part by or for the Plan to make decisions about individuals.

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Right to Inspect and Copy PHI (continued) Information used for quality control or peer review analyses and not used to make decisions about individuals is not in the designated record set. You or your personal representative will be required to complete a form to request access to the PHI in your designated record set. If access is denied, you or your personal representative will be provided with a written denial setting forth the basis for the denial, a statement of your review rights, a description of how you may exercise those review rights and a description of how you may complain to HHS. Right to Amend You have the right to request the Plan to amend your PHI or a record about you in a designated record set for as long as the PHI is maintained in the designated record set. If the request is denied in whole or part, the Plan must provide you with a written denial that explains the basis for the denial. You or your personal representative may then submit a written statement disagreeing with the denial and have that statement included with any future disclosures of your PHI. You or your personal representative will be required to complete a form to request amendment of the PHI in your designated record set. You must make requests for amendments in writing and provide a reason to support your requested amendment. Right to Receive an Accounting of PHI Disclosures At your request, the Plan will also provide you with an accounting of disclosures by the Plan of your PHI during the six years prior to the date of your request. However, such accounting need not include PHI disclosures made: (1) to carry out treatment, payment or health care operations; (2) to individuals about their own PHI; (3) pursuant to a valid authorization; (4) incident to a use or disclosure otherwise permitted or required under the Privacy Regulations; (5) as part of a limited data set; or (6) prior to the date the Privacy Regulations were effective for the Plan on April 14, 2004. If you request more than one accounting within a 12-month period, the Plan will charge a reasonable, cost-based fee for each subsequent accounting. Right to Receive Confidential Communications You have the right to request to receive confidential communications of your PHI. This may be provided to you by alternative means or at alternative locations if you clearly state that the disclosure of all or part of the information could endanger you. Right to Receive a Paper Copy of This Notice Upon Request To obtain a paper copy of this Notice, contact the Privacy Official at the address and telephone number set forth in the Contact Information section below. A Note About Personal Representatives You may exercise your rights through a personal representative. Your personal representative will be required to produce evidence of his or her authority to act on your behalf before that person will be given access to your PHI or allowed to take any action for you. Proof of such authority may take one of the following forms: a power of attorney for health care purposes, notarized by a notary public a court order of appointment of the person as the conservator or guardian of the individual an individual who is the parent of a minor child

The Plan retains discretion to deny access to your PHI to a personal representative to provide protection to those vulnerable people who depend on others to exercise their rights under these rules and who may be subject to abuse or neglect. This also applies to personal representatives of minors.

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Article II. The Plan’s Duties With Respect to Your PHI

The Plan has the following duties with respect to your PHI: The Plan is required by law to maintain the privacy of PHI and provide individuals with notice of its

legal duties and privacy practices with respect to the PHI The Plan is required to abide by the terms of the notice that are currently in effect The Plan reserves the right to make amendments or changes to any and all of its privacy policies and

practices described in this Notice and to apply such changes to all PHI the Plan maintains. Any PHI that the Plan previously received or created will be subject to such revised policies and practices and the Plan may make the changes applicable to all PHI it receives or maintains. Any revised version of this Notice will be distributed within 60 days of the effective date of any material change to the uses or disclosures, the individual’s rights, the duties of the Plan or other privacy practices stated in this Notice

Your Right to File a Complaint You have the right to file a complaint with the Plan or HHS if you believe that your privacy rights have been violated. You may file a complaint with the Plan by filing a written notice with the Complaint Official, describing when you believe the violation occurred, and what you believe the violation was. You will not be retaliated against for filing a complaint. Contact Information If you would like to exercise any of your rights described in this Notice or to receive further information regarding HIPAA privacy, how the Plan uses or discloses your PHI, or your rights under HIPAA, you should contact the Privacy Official and Complaint Official for the Plan, Director of Human Resources or the Benefits Administrator.

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Information contained in this Benefits Enrollment Guide is a summarization and not intended to replace the full details regarding eligibility, covered expenses, exclusions, limitations, definitions and other provisions of each plan contained in legal documents, handbooks and group contracts. Legal documents shall govern any differences.