SUMMARY PLAN DESCRIPTION FOR THE

CDW WELFARE BENEFIT PLAN

“Esta descripción del resumen del plan (Summary Plan Description SPD) contiene un resumen en inglés de los derechos y beneficios de su plan bajo el plan de salud y bienestar de CDW (CDW Health and Welfare Plan). Si usted tiene dificultad entendiendo cualquier parte de este SPD, póngase en contacto con Amy Raupp, la administradora del plan, a su oficina en 200 North Milwaukee Avenue, Vernon Hills, IL 60061. Las horas de oficina son de 8:30 A.M. a 5:00 P.M., de lunes a viernes. También usted puede llamar a la oficina del administrador del plan al (847) 419-6133 para recibir ayuda”.

Amended and Restated Effective January 1, 2013

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TABLE OF CONTENTS

Page 1. INTRODUCTION............................................................................................................................ 1 2. ELIGIBILITY .................................................................................................................................. 1 3. TERMINATION OF PARTICIPATION ...................................................................................... 2

A. Termination and Rescission. ........................................................................................ 2 B. Conversion. .................................................................................................................... 2 C. Certificate of Creditable Coverage.............................................................................. 2

4. LEAVES OF ABSENCE ................................................................................................................. 3 A. Family and Medical Leaves.......................................................................................... 3 B. Military Leaves.............................................................................................................. 3 C. Continuation of Coverage During Leave... ................................................................. 4 D. Payment of Premiums During Leave. ......................................................................... 4

5. ENROLLMENT PROCEDURES .................................................................................................. 4 6. BENEFITS AND COSTS OF COVERAGE ................................................................................. 4

A. Benefits. .......................................................................................................................... 4 B. Women’s Health Cancer Rights Act Notice. .............................................................. 5 C. Newborns’ and Mothers’ Health Protection Act. ...................................................... 5 D. Cost of Coverage. .......................................................................................................... 5

7. GENERAL CLAIMS PROCEDURES .......................................................................................... 5 A. General. .......................................................................................................................... 5 B. Eligibility. ....................................................................................................................... 6 C. Limitations on Claims for Benefits. ............................................................................. 6

8. MEDICAL BENEFIT CLAIMS PROCEDURES ........................................................................ 7 A. General. .......................................................................................................................... 7 B. Initial Claims Determinations. ..................................................................................... 7 C. Appeal of Adverse Benefit Determination. ................................................................. 9 D. External Review Program. ......................................................................................... 10 E. Limitations on Claims for Benefits. ........................................................................... 12

9. HEALTH BENEFIT CLAIMS PROCEDURES (OTHER THAN MEDICAL) ..................... 12 A. General. ........................................................................................................................ 12 B. Initial Claims Determinations. ................................................................................... 13 C. Appeal of Adverse Benefit Determination. ............................................................... 14 D. Limitations on Claims for Benefits. ........................................................................... 16

10. NON-HEALTH BENEFIT CLAIMS PROCEDURES .............................................................. 16 A. General. ........................................................................................................................ 16 B. Filing a Disability Benefit Claim. .............................................................................. 16 C. Initial Claims. .............................................................................................................. 16 D. Notice and Information Contained in Notice Denying Initial Claim. .................... 16 E. Appealing a Denied Claim for Benefits. .................................................................... 17 F. Time Periods for Responding to Appealed Claims. ................................................. 17 G. Notice and Information Contained in Notice Denying Appeal. .............................. 17 H. Limitations on Claims for Benefits. ........................................................................... 17

11. RIGHTS TO CONTINUE COVERAGE UNDER FEDERAL LAW (COBRA)..................... 17

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A. General. ........................................................................................................................ 18 B. Electing COBRA Coverage. ....................................................................................... 19 C. Paying for COBRA Coverage. ................................................................................... 19 D. Application of Deductibles and Other Plan Limits. ................................................. 20 E. Duration of COBRA Coverage. ................................................................................. 21 F. How to Notify the Plan Administrator. ..................................................................... 22 G. Trade Act of 2002.. ...................................................................................................... 23 H. If You Have Questions. ............................................................................................... 23

12. QUALIFIED MEDICAL CHILD SUPPORT ORDERS ........................................................... 23 13. STATEMENT OF ERISA RIGHTS ............................................................................................ 23 14. NOTICE OF HEALTH INFORMATION PRIVACY PRACTICES ....................................... 25

A. Our Pledge Regarding Your Health Information. .................................................. 25 B. The Plan is Required by Law To. ............................................................................. 26 C. The Plan Will Use Your Health Information For. .................................................. 26 D. Other Uses of Your Health Information. .................................................................... 27 E. Your Rights Regarding Your Health Information. ................................................ 27 F. The Plan’s Responsibilities. ....................................................................................... 27 G. For More Information or To Report a Problem. .................................................... 28

15. GENERAL PLAN INFORMATION ........................................................................................... 28 16. DEFINITIONS ............................................................................................................................... 29 Attachment A .............................................................................................................................................. 1 Attachment B .............................................................................................................................................. 1

SUMMARY PLAN DESCRIPTION FOR THE

CDW LLC WELFARE BENEFIT PLAN

1. INTRODUCTION

CDW LLC (the “Company”) is the sponsor of the CDW LLC Welfare Benefit Plan (the “Plan”). The Plan provides eligible Coworkers with welfare benefits such as those described in Attachment A (the "Benefits"). Benefits are also provided to eligible Coworkers of those companies affiliated with the Company who have adopted the Plan, as identified in Attachment B.

This document, along with the attached or previously distributed Benefit Booklets,

Summary Plan Descriptions, Certificate Booklets, and Certificates of Insurance (the "Booklets"), is the summary plan description for the Plan. All of the Booklets are incorporated into this summary plan description by reference.

This document is intended to describe the features of the Plan. However, this is only a

summary of the important features of the Plan, and it cannot explain every situation that might arise. The Plan is governed by a separate legal document that is available for your review. If there is a conflict between this summary and the legal documents for the Plan, the legal documents will control, unless stated otherwise herein.

The Company has the right to amend or terminate the Plan, or any Benefit provided under

the Plan (including the right to change the Insurer providing a Benefit) at any time, in its sole discretion. You will be notified of any changes which are made to the Plan that change the information provided in this summary.

The Company and/or any Claims Fiduciaries have the discretion and authority to

determine eligibility and claims for benefits and interpret the terms of the Plan. The decision of the Plan Administrator (or its designee) shall be final and conclusive on all persons claiming benefits under the Plan, subject to applicable law. If you challenge the decision of the Plan Administrator (or its designee), a review by a court of law will be limited to the facts, evidence and issues presented during the applicable claims procedure. The appeal process described herein must be exhausted before you can pursue the claim in Federal court.

The Plan shall not be deemed to constitute a contract between the Company and any

Participant or Coworker. In this document, capitalized terms have a special meaning. You should refer to the end

of the document for the definitions of any capitalized terms. 2. ELIGIBILITY

The Coworkers eligible to participate in a Benefit and the waiting periods and effective dates of coverage for a Benefit are generally described in the attached or previously distributed

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Booklets. Notwithstanding the information provided in the Booklets, coworkers eligible to participate in the Benefits are Coworkers with at least 30 continuous days of service with the Company and who are regularly scheduled to work 20 or more hours per week. Coworkers eligible to participate in the Benefits include Coworkers designated as eligible by the CDW LLC Board of Directors or one of its committees. All Coworkers, regardless of the number of hours they are regularly scheduled to work, are eligible to participate in the Employee Assistance Program Benefit. 3. TERMINATION OF PARTICIPATION

A. Termination and Rescission. Coverage under a Benefit ends at the times described in the attached or previously distributed Booklets. Coverage for health Benefits may be rescinded, that is, retroactively cancelled or terminated, only in the event of your fraud, intentional misrepresentation of a material fact, or material omission. The Plan Administrator has the right, in its sole discretion, to determine whether there has been fraud, intentional misrepresentation of a material fact or a material omission. If your coverage for health Benefits is rescinded, the plan will provide you with at least thirty (30) calendar days advance notice. However, the following situations will not be considered rescissions of coverage and do not require the Plan Administrator to give you 30 days advance written notice:

i. Retroactive cancellation of coverage due to an administrative delay of up to 30 days after your termination of employment and no premiums are paid for coverage after your termination;

ii. Retroactive cancellation of coverage due to your failure to notify the Plan of your divorce and payment of the full COBRA premium associated with the divorce has not been made;

iii. Retroactive cancellation of coverage due to your failure to timely pay required premiums or contributions toward the cost of coverage.

For any other unintentional mistakes or errors under which you or your dependents were covered by the Plan when you should not have been covered, your coverage will be cancelled prospectively, once the mistake is identified. Such a cancellation will not be considered a rescission of coverage and does not require that you be provided with 30 days advance written notice.

B. Conversion. In some instances, you may be able to elect to convert your

coverage to an individual policy of insurance. Please refer to the applicable Booklets for more information. Also, if your coverage under a Group Health Plan ends, you may be eligible to elect COBRA continuation coverage, as described later in this summary.

C. Certificate of Creditable Coverage. Upon loss of coverage under one of the health Benefits, a Certificate of Creditable Coverage will be mailed to each terminating individual at the last address on file. You or your dependent may also request a Certificate of Creditable Coverage, without charge, at any time while enrolled in health Benefits and for 24 months following termination of coverage. You may need this document as evidence of your prior coverage to reduce any pre-existing condition limitation period under another plan, to help

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you get special enrollment in another plan, or to obtain certain types of individual health coverage even if you do not have health problems. To obtain a Certificate of Creditable Coverage, contact BlueCross and BlueShield of Illinois at Customer Service 1-800-327-8497 or the Plan Administrator in writing using the contact information on Page 14 of this document. 4. LEAVES OF ABSENCE

A. Family and Medical Leaves. If you are absent from work for a family or medical leave covered by the Family and Medical Leave Act (“FMLA”), you may revoke your election of coverage under a Group Health Plan and reinstate coverage when you return from the FMLA leave.

If you elect to maintain your Group Health Plan coverage during your absence and your leave is a paid leave, payroll deductions will continue in accordance with your election. If you wish to maintain your coverage under these Benefits and your leave is unpaid, you must pay the premiums for the coverage using one of the following methods:

i. Prepayment. Under the prepayment option, you may (at your option)

increase your salary reduction in an amount sufficient to cover the premiums that will come due during the FMLA leave during the same Plan Year. Alternatively you can elect to prepay the premiums that will come due during the leave on an after-tax basis.

ii. Pay-as-you-go. With the pay-as-you-go option, you continue to pay premiums on a regular basis throughout the FMLA leave. If you choose this option, you will have to reimburse the Company at regular intervals from your after-tax funds for the premiums that come due during the leave. Your coverage will end if you fail to make the payments required under this option.

iii. Catch-up Payments. If you do not choose either the prepayment or the pay-as-you-go options, the amount of your salary reduction will be increased when you return to work to catch up on the premiums that were due during the leave of absence. Upon your return to work, you may contact a member of the benefits department to discuss an alternative payment schedule.

B. Military Leaves. If you are absent from work for active military duty that is

covered by the federal Uniformed Services Employment and Reemployment Rights Act (“USERRA”), your right to continued participation in the Plan will be as follows:

i. If you are absent from work for less than 31 days including reserve duty and your two week tour, your coverage under a Group Health Plan will be continued at active coworker rates.

ii. If you are absent for more than 30 days, you may elect to continue coverage under a Group Health Plan for up to 60 months or the period of your military service, whichever is shorter. You will not be required to

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pay the premium for this continued coverage. If you elect not to continue coverage under a Group Health Plan, your coverage will be reinstated to the extent required under USERRA upon your return to employment.

C. Continuation of Coverage During Leave. If you are absent from work on a

non-FMLA and non-military leave of absence, you may remain covered under the Benefits for which you were a participant immediately prior to the leave of absence. Your coverage under such Benefits will end upon the earlier of when you indicate you will not return to work, or you fail to make any required premium payment, within 30 days of the premium due date..

D. Payment of Premiums During Leave. If you are absent from work on non-FMLA, and non-military leave for any reason and you remain covered under a Benefit for more than 60 days, you must timely pay the required premium for coverage on the same date such premiums would have been deducted from your pay if you were actively at work. If you fail to timely make the required premium payment, the Company will terminate your coverage retroactive to the date for the coverage period for which the premium was unpaid. If the non-FMLA, non-military leave is a paid leave, payroll deductions will continue in accordance with your election unless such deductions would reduce your pay below levels allowed under applicable federal or state law. In such cases, and in situations when the leave is unpaid, you will be responsible for making the required premium payment. 5. ENROLLMENT PROCEDURES If you are eligible for and wish to become covered under a Benefit, you must enroll through the Company’s online enrollment website or, if you do not have appropriate access to the internet, complete any required enrollment forms. The attached or previously distributed Booklets describe the deadlines for completing the enrollment forms. If you do not submit a completed enrollment form on a timely basis, your coverage under a Benefit may be delayed or subject to evidence of insurability requirements. The Plan Administrator will provide you with any necessary forms. The Booklets for the health plans describe special enrollment rights under the Health Insurance Portability and Accountability Act (HIPAA) and events which allow you to make a change of coverage. Notice regarding such requests for change must be sent by first class mail or other nationally-recognized courier service, by fax, e-mail, or by hand-delivery to the Plan Administrator at helpdesk-benefits@cdw.com or (847) 419-6433. Oral notice will not be accepted. 6. BENEFITS AND COSTS OF COVERAGE

A. Benefits. The benefits provided under a Benefit are described in detail in the attached or previously distributed Booklets. Under the health and dental plans, you may receive services at a lower cost by using a network provider, as described in the attached or previously distributed Booklets. A list of participating providers will be provided to you automatically, free of charge.

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B. Women’s Health Cancer Rights Act Notice. In accordance with the Women’s Health and Cancer Rights Act of 1998, the certain breast reconstructive benefits in connection with a mastectomy are covered under the Booklets for health benefits. If you choose breast reconstruction in connection with a mastectomy, coverage is available in a manner determined in consultation with you and your Physician for:

i. Reconstruction of the breast on which the mastectomy was performed

ii. Surgery and reconstruction of the other breast to produce a symmetrical appearance

iii. Prosthesis and treatment of physical complications for all stages of

mastectomy, including lymphedemas Such coverage is subject to all the terms of the Plan, including relevant deductibles and coinsurance provisions.

C. Newborns’ and Mothers’ Health Protection Act. The health plans and health

insurance issuers generally may not, under Federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section. However, Federal law generally does not prohibit the mother's or newborn's attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than 48 hours (or 96 hours as applicable). In any case, plans and issuers may not, under Federal law, require that a provider obtain authorization from the plan or the insurance issuer for prescribing a length of stay not in excess of 48 hours (or 96 hours).

D. Cost of Coverage. The Benefits available under the Plan may be provided through contracts of insurance with insurance companies (the “Insurers”) in return for premium payments paid to the Insurers. As described in Attachment C, the Company pays the cost of certain Benefits, while the cost of other Benefits are shared by the Company and eligible Coworkers or are paid entirely by eligible Coworkers. The Company forwards all contributions that it or eligible Coworkers make for coverage under a Benefit directly to the Insurers as premium payments, when the Benefit is provided under a contract of insurance. The cost of coverage under a Benefit may change from time to time. The current cost for coverage under a Benefit is described on Attachment C to this summary. The Company will inform eligible Coworkers of any change in the cost of a Benefit. 7. GENERAL CLAIMS PROCEDURES

A. General. The following claims procedures in Sections 7, 8, and 9 shall apply to the extent that the claims procedures are not provided in the Booklets or such claims procedures do not comply with ERISA or other applicable law. The following terms apply to the claims procedures:

"Days" means calendar days.

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A "Relevant Document" is a document, record, or other information which shall be

considered relevant to a health claim if it:

i. Was relied upon in making the benefit determination;

ii. Was submitted, considered, or generated in the course of making the benefit determination, without regard to whether it was relied upon in making the benefit determination;

iii. Demonstrates compliance with the administrative processes and safeguards designed to ensure and to verify that benefit determinations are made in accordance with Plan documents and that Plan provisions have been applied consistently with respect to all participants; or

iv. Constitutes a statement of policy or guidance with respect to the Plan concerning the denied treatment option or benefit.

"Adverse Benefit Determination" means a denial, reduction, or termination of, or a failure to provide or make a payment (in whole or in part) for, a benefit (including benefit determinations relating to a claimant’s eligibility) and, determinations that particular services are experimental and/or investigational or not medically necessary or appropriate. An Adverse Benefit Determination includes a "rescission of coverage."

B. Eligibility. Decisions on eligibility to participate in the Plan are reviewed by

Coworker Services and decided in a uniform and non-discriminatory manner. If you were denied enrollment in the Plan and believe that you are entitled to participate, you may file a claim in writing with the Benefits Manager. The Benefits Manager will make his or her determination and notify you of that determination within 90 days after receipt of your claim. If special circumstances require up to another 90 days to process the claim, the Benefits Manager will notify you that an extension is needed within the initial 90 days. This notice of extension will describe the special circumstances requiring an extension and the date the Benefits Manager expects to issue his or her determination.

If you disagree with the decision of the Benefits Manager, you can appeal in writing to

the Administrative Committee within 60 days of the claim denial. The Administrative Committee will notify you of the decision on appeal within 60 days after receipt of your appeal, unless special circumstances require an extension of time of up to 60 days for processing the appeal. If an extension is required, the Administrative Committee will notify you before the expiration of the initial 60-day period that explains the special circumstances that require an extension of time and includes the date by which the Administrative Committee expects to issue his or her determination on the appeal.

C. Limitations on Claims for Benefits: No action in law or equity may be brought

regarding a Participant’s eligibility under the Plan until his or her claim and appeal rights have been exhausted. Following a denial on the appeal under the Plan, a Participant has the right to bring a civil action pursuant to Section 502(a) of ERISA. Any action against the Plan must be brought, if at all, within 6 months of exhausting the appeal.

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8. MEDICAL BENEFIT CLAIMS PROCEDURES

A. General. The claims procedures described in this section shall apply if you make an actual claim for benefits –rather than just a request for eligibility – under any of the medical benefit options. The claims procedures described in this Section shall apply to any Benefit that is a medical benefit and is not grandfathered under the Patient Protection and Affordable Care Act, to the extent that the claims procedures are not provided in the Booklets or such claims procedures do not comply with ERISA or other applicable law. There are different kinds of medical claims and each one has a specific timetable for approval, payment, request for further information, or denial of the claim. All medical claims must be submitted to the Plan within twelve (12) months of the data services or supplies are received by the Participant.

B. Initial Claims Determinations.

i. Urgent Care Claims. An “Urgent Care Claim” is a claim for medical care or treatment where failure to act quickly (1) could seriously jeopardize the Participant’s health or ability to achieve a full recovery or (2) would, in the opinion of a physician with knowledge of the Participant’s medical condition, subject the Participant to severe pain that could not be adequately managed without the care or treatment. If a physician with knowledge of the Participant’s medical condition determines that a claim is an Urgent Care Claim, the claim will be treated as such under the Plan. Otherwise, the Plan Administrator or its designee will determine whether a claim is an Urgent Care Claim by applying the judgment of a prudent layperson with an average knowledge of health and medicine. Once the Urgent Care Claim is received, the Plan Administrator or its designee will notify the Participant of the benefit determination within 72 hours. If the Participant does not provide sufficient information for the Plan Administrator or its designee to make a determination, the Plan Administrator or its designee will notify the Participant, within 24 hours after the claim is filed, of the specific information necessary to complete the claim. The Participant will have up to 48 hours to provide this information. The Participant may be notified of a benefit determination orally; however, the Participant will also be sent a written or electronic notice of the determination within 3 days of the oral notice.

ii. Ongoing Course of Treatment. If the Plan reduces or terminates benefits that the Participant is receiving through an ongoing course of treatment, the Plan Administrator or its designee will notify the Participant well enough in advance to allow the Participant to appeal before the Participant’s benefit is actually reduced or terminated. If the Participant would like to extend the course of treatment beyond the scheduled time or number of treatments and the request is an Urgent Care Claim, the Plan Administrator or its designee will notify the Participant of its determination within 24 hours after receiving the claim. The Participant must make such claims for extension at least 24 hours prior to the expiration of the scheduled time or number of treatments.

iii. Pre-Service Claims. “Pre-Service Claim” means any claim for benefits where the Plan conditions receipt of the benefit, in whole or in part, on advance approval of the

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benefit, including pre-certification or utilization review procedures. After the Plan Administrator or its designee receives a Pre-Service Claim, the Plan Administrator or its designee will notify the Participant of the benefit determination within 15 days, unless an extension of up to 15 days is necessary due to matters beyond the Plan Administrator’s or its designee’s control. This notice of extension will state why an extension is necessary and the date the Plan Administrator or its designee expects to issue its determination. If an extension is necessary because the Participant has failed to submit the information necessary to make a benefit determination, the notice will describe the specific information necessary to complete the claim. The Participant will be given 45 days to provide this information. If the Participant attempts to file a Pre-Service Claim and the claim does not follow the Plan’s claim filing procedures, the Participant will receive notice from the Plan Administrator or its designee within 5 days. The notice will explain the proper procedures to be followed in filing a claim. If the Pre-Service claim is an Urgent Care Claim, the Claims Administrator will notify the Participant of an improperly filed claim within 24 hours.

iv. Post-Service Claims. A “Post-Service Claim” is any claim for benefits that is not a Pre-Service Claim. After the Plan Administrator or its designee receives a Post-Service Claim, the Plan Administrator or its designee will notify the Participant of the benefit determination within 30 days, unless an extension of up to 15 days is necessary. If an extension is necessary, the Plan Administrator or its designee will notify the Participant during the initial 30-day period stating why an extension is necessary and the date the Plan Administrator or its designee expects to issue its decision. If an extension is necessary because the Participant did not submit the information necessary to make a benefit determination, the notice will describe the required information and the Participant will be given 45 days to provide information.

v. Notice of Adverse Benefit Determination. If the initial benefit

determination is an Adverse Benefit Determination, the Plan Administrator or its designee will send a notice that will (1) include information sufficient to identify the claim involved; (2) itemize the specific reason or reasons for the adverse determination; (3) refer to the specific Plan criteria on which the determination is based; (4) detail any additional specific information required for claimant to complete the claim and explain why the additional specific information is needed; (5) outline the Plan’s internal and external appeal procedures and the time frames for the procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA after any adverse determination on the second appeal; (6) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, state that such rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy of it will be provided free of charge to claimant upon request; (7) if the adverse determination is based on a medical necessity or experimental treatment or similar exclusion or limit, state that an explanation of the scientific or clinical judgment for the determination, applying the Plan’s terms to claimant’s medical circumstances, will be provided free of charge upon request; (8) provide a description of your right to review your claim file; (9) include a statement describing the availability, upon request, of the diagnosis and treatment codes along with the corresponding meaning of the codes; (10) notify claimant that claimant may make an expedited appeal of the denial orally or in writing and that if claimant requests an expedited appeal, all necessary information, including the Plan

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Administrator’s benefit determination on the expedited appeal, will be transmitted to claimant by telephone, facsimile, electronic or other expeditious means; and (11) include contact information for any applicable office of health insurance consumer assistance. In certain circumstances, a Statement in non-English language(s) that future notices of an Adverse Benefit Determination may be available in such non-English language and that assistance in understanding the initial benefit determination notice is available upon request by contacting the Claims Fiduciary.

C. Appeal of Adverse Benefit Determination

i. Initial Appeal. Claimant may appeal an Adverse Benefit Determination of an initial claim by the Plan Administrator. The appeal will be made to the Plan Administrator and processed in accordance with the following appeal procedures and rules: (1) Claimant has 180 days after receipt of the notification of the Adverse Benefit Determination by the Plan Administrator to appeal its decision; (2) claimant has the opportunity to present written comments, documents, records and other specific additional information relative to the claim; (3) claimant will be provided upon request and free of charge, reasonable access to, and copies of all information relevant to the claim; (4) the Plan Administrator will take into account all comments, documents, records and other specific information submitted by claimant relating to the claim, even if such items were not submitted or considered in the initial benefit determination by the Plan Administrator; (5) include a description of any new or additional evidence considered, relied upon, or generated by the plan in connection with the claim; (6) include a description of any new or additional rational relied upon in making a determination on your claim; (7) include a statement describing the availability upon request of the diagnosis and treatment codes along with the correspondence meaning of these codes; (8) state the claimant’s right to bring a civil action under Section 502(a) of ERISA after the second appeal; (9) the Plan Administrator’s review will be independent of and not afford deference to its initial Adverse Benefit Determination; (10) if the appeal is of any Adverse Benefit Determination that was based in whole or in part on a medical judgment (including determination with regard to whether a particular treatment, drug or other item is experimental, investigational or not medically necessary or appropriate), the Plan Administrator will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment leading to the negative benefit determination; (11) the Plan Administrator will identify medical or vocational experts whose advice was obtained by its designated representatives in connection with the Adverse Benefit Determination, even if the advice was not relied upon in making the negative benefit determination; and (12) when the Plan Administrator consults with a healthcare professional under number (13) above, such individual may not have been the same individual or the subordinate of the same individual who was consulted in making the designated representative’s adverse determination under appeal.

ii. Notification of Appeal Determination. As soon as possible but not later than 72 hours after receipt of claimant’s appeal to the Plan Administrator for review of the Adverse Benefit Determination for urgent care medical benefits (30 days for pre-service benefits and 60 days for post-service benefits), the Plan Administrator or its designee will notify claimant of the Plan Administrator’s final decision on the claim. The Plan Administrator will provide the claimant with written notice of its determination on claimant’s appeal. If the determination is adverse, the notice will: (1) include information sufficient to identify the claim involved; (2) set

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forth the specific reason for the adverse determination; (3) detail the specific Plan provision on which the determination is based; (4) notify the claimant that upon request and free of charge, the claimant will be provided reasonable access to, and copies of, all information relevant to the claim; (5) outline the Plan’s external appeal procedures and time frame for the procedures, including the claimant’s right to bring a civil action under Section 502(a) of ERISA; (6) if an internal rule, guideline, protocol or other similar criterion was relied upon in rendering the adverse determination, state that such rule, guideline, protocol or other similar criterion was relied upon in rendering the adverse determination and that a copy of it will be provided free of charge to the claimant upon request; (7) if the adverse determination is based upon medical necessity or experimental treatment or similar exclusion or limit, state that an explanation of the scientific or clinical judgment for the determination, applying the Plan’s provision to claimant’s medical circumstances, will be provided free of charge upon request; (8) include contact information for any applicable office of health insurance consumer assistance; and (9) state: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor office or the Plan Administrator.” In certain circumstances, a statement in non-English language(s) that assistance in understanding the notice of appeal determination is available upon request by contacting the Claims Fiduciary.

D. External Review Program. The External Review Program offers an

independent review process to review the denial of a requested service or procedure or the denial of payment for a service or procedure. The process is available at no charge after exhaustion of the internal appeals process described above. An Adverse Benefit Determination related to the failure to meet the Plan’s eligibility requirements is not eligible for external review.

i. Deadline For Requesting External Review. All requests for an external review must be made within 4 months of the date of receipt of the Adverse Benefit Determination. The claimant, the claimant's treating physician, or an authorized designated representative may request an external review by writing the Plan Administrator.

ii. Review of Request For External Review. The Plan Administrator will review a request for external review within five business days of its receipt of the request. The Plan Administrator will notify the claimant in writing within one business day of the completion of its review whether the Adverse Benefit Determination is eligible for external review and if any additional information is required. If additional information is required, the claimant must supply the information by the later of (a) the last day of the 4-month filing period described above or (b) 48 hours after receipt of the Plan Administrator’s notification.

iii. Review by Independent Review Organization. If the claimant's Adverse Benefit Determination is eligible for external review, the Plan Administrator will forward the request external review to an Independent Review Organization (IRO) with which the Plan has contracted. The IRO will be chosen based on a rotating list of at least three approved IROs. The IRO acts as a fiduciary of the Plan with respect to the external reviews that are delegated to the IRO.

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a. The IRO will provide the claimant with a written notification that it has received and accepted the request for external review, and it will give the claimant the opportunity to submit additional information within 10 business days. The Plan Administrator will provide the IRO any information and documentation it considered in making its Adverse Benefit Determination. If the claimant supplies additional information to the IRO, the IRO will forward that information to the Plan Administrator, at which point the Plan Administrator may reconsider its Adverse Benefit Determination.

b. The IRO will review the claim without giving deference to the Plan

Administrator’s prior decisions, and will take into account any additional information the claimant has supplied. In addition, in making its determination, the IRO may consider all documents and information provided, including, but not limited to, the claimant's medical records, the claimant's physician’s recommendations, the terms of the Plan, appropriate practice guidelines, and the opinion of the IRO’s clinical reviewer(s).

c. The IRO will render its decision within 45 days of its receipt of the request

for review and will provide written notification to both the claimant and the Plan. This notification will include (1) a general description of the reason for the request for external review, including sufficient information to identify the claim, (2) the date the IRO received the request for external review and the date of its decision, (3) reference to the evidence or documentation considered in reaching its decision, (4) the reason(s) for its decision, including any evidence-based standards that were relied on, (5) a statement that the determination is binding except to the extent other remedies are available under state or federal law, (6) a statement that judicial review may be available, and (7) current contact information for any applicable office of health insurance consumer assistance or ombudsman.

d. If the decision of the IRO reverses the Adverse Benefit Determination, the

Plan will accept the decision and provide benefits for the service or procedure in accordance with the terms and conditions of the Plan. If the decision of the IRO confirms the Plan Administrator’s Adverse Benefit Determination, the Plan will not be obligated to provide benefits for the service or procedure.

iv. Expedited External Review. An Adverse Benefit Determination may be

eligible for an expedited external review if:

a. the claimant has received an Adverse Benefit Determination which involves a medical condition for which the timeframe for completion of an expedited internal appeal (as described above) would seriously jeopardize

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the claimant's life or health, or the claimant's ability to regain maximum function, and the claimant has filed a request for an expedited internal appeal, or

b. the claimant has received an Adverse Benefit Determination which

involves a medical condition where the timeframe or completion of a standard external review would seriously jeopardize the claimant's life or health or would jeopardize the claimant's ability to regain maximum function, or if the Adverse Benefit Determination concerns an admission, availability of care, continued stay, or health care item or service for which the claimant received emergency services, but the claimant has not been discharged from a facility.

c. If the claimant makes a request for an expedited external review, the Plan

Administrator will immediately review the request and provide the claimant with written notice of whether the Adverse Benefit Determination is eligible for external review. If the Adverse Benefit Determination is eligible for external review, the Plan Administrator will forward the request to an IRO (electronically, by telephone or fax, or by other similar manner) as described above under the Standard External Review Procedures, along with all documents and information it considered in making its Adverse Benefit Determination.

d. The IRO will follow the review process described above, and render a

decision within 72 hours after it receives the request for review. The IRO will provide a written confirmation of its decision to both the claimant and the Plan with 48 hours thereafter.

E. Limitations on Claims for Benefits: No action in law or equity may be brought

to recover benefits under this Plan until a Participant’s claim and internal appeal rights under the Plan have been exhausted and the Plan benefits requested in such initial request and subsequent internal appeal has been denied in whole or in part. Following a denial on appeal under the Plan, a Participant has the right to bring a civil action pursuant to Section 502(a) of ERISA. Any action against the Plan must be brought, if at all, within six (6) months of exhausting the appeal and, to the extent a claim is submitted for external review, the external review process. 9. HEALTH BENEFIT CLAIMS PROCEDURES (OTHER THAN MEDICAL)

A. General. The claims procedures described in this section shall apply if you make an actual claim for benefits –rather than just a request for eligibility – under any of the health benefit options other than medical (e.g. dental, vision, or coworker assistance program benefits). The claims procedures described in this Section shall apply to any Benefit that is a health benefit, to the extent that the claims procedures are not provided in the Booklets or such claims procedures do not comply with ERISA or other applicable law. There are different kinds of health claims and each one has a specific timetable for approval, payment, request for further

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information, or denial of the claim. All health claims must be submitted to the Plan within twelve (12) months of the date services or supplies are received by the Participant.

B. Initial Claims Determinations.

i. Urgent Care Claims. An “Urgent Care Claim” is a claim for medical care or treatment where failure to act quickly (1) could seriously jeopardize the Participant’s health or ability to achieve a full recovery or (2) would, in the opinion of a physician with knowledge of the Participant’s medical condition, subject the Participant to severe pain that could not be adequately managed without the care or treatment. If a physician with knowledge of the Participant’s medical condition determines that a claim is an Urgent Care Claim, the claim will be treated as such under the Plan. Otherwise, the Plan Administrator or its designee will determine whether a claim is an Urgent Care Claim by applying the judgment of a prudent layperson with an average knowledge of health and medicine. Once the Urgent Care Claim is received, the Plan Administrator or its designee will notify the Participant of the benefit determination within 72 hours. If the Participant does not provide sufficient information for the Plan Administrator or its designee to make a determination, the Plan Administrator or its designee will notify the Participant, within 24 hours after the claim is filed, of the specific information necessary to complete the claim. The Participant will have up to 48 hours to provide this information. The Participant may be notified of a benefit determination orally; however, the Participant will also be sent a written or electronic notice of the determination within 3 days of the oral notice.

ii. Ongoing Course of Treatment. If the Plan reduces or terminates benefits that the Participant is receiving through an ongoing course of treatment, the Plan Administrator or its designee will notify the Participant well enough in advance to allow the Participant to appeal before the Participant’s benefit is actually reduced or terminated. If the Participant would like to extend the course of treatment beyond the scheduled time or number of treatments and the request is an Urgent Care Claim, the Plan Administrator or its designee will notify the Participant of its determination within 24 hours after receiving the claim. The Participant must make such claims for extension at least 24 hours prior to the expiration of the scheduled time or number of treatments.

iii. Pre-Service Claims. “Pre-Service Claim” means any claim for benefits where the Plan conditions receipt of the benefit, in whole or in part, on advance approval of the benefit, including pre-certification or utilization review procedures. After the Plan Administrator or its designee receives a Pre-Service Claim, the Plan Administrator or its designee will notify the Participant of the benefit determination within 15 days, unless an extension of up to 15 days is necessary due to matters beyond the Plan Administrator’s or its designee’s control. This notice of extension will state why an extension is necessary and the date the Plan Administrator or its designee expects to issue its determination. If an extension is necessary because the Participant has failed to submit the information necessary to make a benefit determination, the notice will describe the specific information necessary to complete the claim. The Participant will be given 45 days to provide this information.

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If the Participant attempts to file a Pre-Service Claim and the claim does not follow the Plan’s claim filing procedures, the Participant will receive notice from the Plan Administrator or its designee within 5 days. The notice will explain the proper procedures to be followed in filing a claim. If the Pre-Service claim is an Urgent Care Claim, the Claims Administrator will notify the Participant of an improperly filed claim within 24 hours.

iv. Post-Service Claims. A “Post-Service Claim” is any claim for benefits that is not a Pre-Service Claim. After the Plan Administrator or its designee receives a Post-Service Claim, the Plan Administrator or its designee will notify the Participant of the benefit determination within 30 days, unless an extension of up to 15 days is necessary. If an extension is necessary, the Plan Administrator or its designee will notify the Participant during the initial 30-day period stating why an extension is necessary and the date the Plan Administrator or its designee expects to issue its decision. If an extension is necessary because the Participant did not submit the information necessary to make a benefit determination, the notice will describe the required information and the Participant will be given 45 days to provide information.

v. Notice of Adverse Benefit Determination. If the initial benefit

determination is an Adverse Benefit Determination, the Plan Administrator or its designee will send a notice that will (1) include information sufficient to identify the claim involved; (2) itemize the specific reason or reasons for the adverse determination; (3) refer to the specific Plan criteria on which the determination is based; (4) detail any additional specific information required for claimant to complete the claim and explain why the additional specific information is needed; (5) outline the Plan’s appeal procedures and the time frames for the procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA after any adverse determination on the second appeal; (6) if an internal rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination, state that such rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy of it will be provided free of charge to claimant upon request; (7) if the adverse determination is based on a medical necessity or experimental treatment or similar exclusion or limit, state that an explanation of the scientific or clinical judgment for the determination, applying the Plan’s terms to claimant’s medical circumstances, will be provided free of charge upon request; (8) a description of your right to review your claim file; (9) a description of any new or additional evidence considered, relied upon or generated by the Plan in connection with your claim; (10) a description of any new or additional rationale relied upon in making a determination on your claim; (11) notify claimant that claimant may make an expedited appeal of the denial orally or in writing and that if claimant requests an expedited appeal, all necessary information, including the Plan Administrator’s benefit determination on the expedited appeal, will be transmitted to claimant by telephone, facsimile, electronic or other expeditious means.

C. Appeal of Adverse Benefit Determination

i. Claim Appeal. Claimant may appeal an Adverse Benefit Determination of an initial claim by the Plan Administrator. The appeal will be made to the Plan Administrator and processed in accordance with the following appeal procedures and rules: (1) Claimant has

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180 days after receipt of the notification of the Adverse Benefit Determination by the Plan Administrator to appeal its decision; (2) claimant has the opportunity to present written comments, documents, records and other specific additional information relative to the claim; (3) claimant will be provided upon request and free of charge, reasonable access to, and copies of all information relevant to the claim; (4) the Plan Administrator will take into account all comments, documents, records and other specific information submitted by claimant relating to the claim, even if such items were not submitted or considered in the initial benefit determination by the Plan Administrator; (5) the Plan Administrator’s review will be independent of and not afford deference to its initial Adverse Benefit Determination; (6) if the appeal is of any Adverse Benefit Determination that was based in whole or in part on a medical judgment (including determination with regard to whether a particular treatment, drug or other item is experimental, investigational or not medically necessary or appropriate), the Plan Administrator will consult with a healthcare professional who has appropriate training and experience in the field of medicine involved in the medical judgment leading to the negative benefit determination; (7) the Plan Administrator will identify medical or vocational experts whose advice was obtained by its designated representatives in connection with the Adverse Benefit Determination, even if the advice was not relied upon in making the negative benefit determination; and (8) when the Plan Administrator consults with a healthcare professional under number (6) above, such individual may not have been the same individual or the subordinate of the same individual who was consulted in making the designated representative’s adverse determination under appeal.

ii. Notification of Appeal Determination. As soon as possible but not later than 72 hours after receipt of claimant’s appeal to the Plan Administrator for review of the Adverse Benefit Determination for urgent care medical benefits (15 days for pre-service benefits and 30 days for post-service benefits), the Plan Administrator or its designee will notify claimant of the Plan Administrator’s final decision on the claim. The Plan Administrator will provide the claimant with written notice of its determination on claimant’s appeal. If the determination is adverse, the notice will: (1) include information sufficient to identify the claim involved; (2) set forth the specific reason for the adverse determination; (3) detail the specific Plan provision on which the determination is based; (4) notify the claimant that upon request and free of charge, the claimant will be provided reasonable access to, and copies of, all information relevant to the claim; (5) outline the Plan’s internal and external appeal procedures and time frame for the procedures, including the claimant’s right to bring a civil action under Section 502(a) of ERISA; (6) if an internal rule, guideline, protocol or other similar criterion was relied upon in rendering the adverse determination, state that such rule, guideline, protocol or other similar criterion was relied upon in rendering the adverse determination and that a copy of it will be provided free of charge to the claimant upon request; (7) if the adverse determination is based upon medical necessity or experimental treatment or similar exclusion or limit, state that an explanation of the scientific or clinical judgment for the determination, applying the Plan’s provision to claimant’s medical circumstances, will be provided free of charge upon request; (8) include contact information for any applicable office of health insurance consumer assistance; and (9) state: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor office or the Plan Administrator.”

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D. Limitations on Claims for Benefits: All claims must be filed within twelve (12) months of the date services or supplies are received. No action in law or equity may be brought to recover benefits under this Plan until a Participant’s claim and appeal rights under the Plan have been exhausted and the Plan benefits requested in such initial request and subsequent appeal has been denied in whole or in part. Following a denial on appeal under the Plan, a Participant has the right to bring a civil action pursuant to Section 502(a) of ERISA. Any action against the Plan must be brought, if at all, within six (6) months of exhausting the appeal process. 10. NON-HEALTH BENEFIT CLAIMS PROCEDURES

A. General. The claims procedures described in this section shall apply to any Benefit not involving health benefits (i.e. Life, AD&D, LTD, Supplemental LTD, and Coworker Assistance Program) to the extent that the claims procedures are not provided in the Booklets or such claims procedures do not comply with ERISA or other applicable law.

B. Filing a Disability Benefit Claim. To be eligible to file a Benefit claim under

the Plan, a Participant or authorized representative must first comply with the reporting, communication and treatment requirements described in the Plan document and comply with the administrative requests of the Plan Administrator or its designated representative. Unless otherwise directed in the Booklets, all claims must be filed within twelve (12) months of the event for which the claim is being made.

C. Initial Claims. The Plan Administrator will respond to the Claimant within 90

days (45 days for a claim involving disability benefits) after receipt of the claim. For claims not involving disability benefits, if the Plan Administrator determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will notify the Claimant within the initial 90-day period that up to an additional 90 days is needed to review the claim. In the case of a claim involving disability benefits, the Plan Administrator will notify you within the initial 45-day period that up to an additional 30 days is needed to review your claim. If the Plan Administrator determines that additional time is necessary to review your claim for disability benefits, the Plan Administrator may notify you of an additional 30-day extension.

D. Notice and Information Contained in Notice Denying Initial Claim. If the

Plan Administrator denies your claim (in whole or in part), the Plan Administrator will provide you with written notice of the denial. This notice will include (1) the specific reason or reasons for the denial; (2) reference to the specific Plan provisions on which the denial is based; (3) a description of any additional material or information necessary for the substantiation of the claim and an explanation as to why such information is necessary; (4) in the case of any claim involving disability benefits, a copy of any internal rule, guideline, protocol, or other similar criterion relied upon in making the initial determination or a statement that a copy of such a rule, guideline, protocol, or other criterion relied upon in making the determination will be provided to you free of charge at your request; and (5) a description of the Plan’s appeals procedures and the time limits applicable for such procedures, including a statement that you are eligible to bring a civil action in Federal court under Section 502 of ERISA to appeal any adverse decision on appeal.

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E. Appealing a Denied Claim for Benefits. If the Plan Administrator denies the initial claim for benefits, the Claimant may appeal the denial by filing a written request with the Plan Administrator (or its designee) within 60 days (180 days in the case of a claim involving disability benefits) after receipt of the notice denying the initial claim for benefits. If Claimant decides to appeal a denied claim for benefits, Claimant should submit written comments, documents, records, and other information relating to the claim for benefits (regardless of whether such information was considered in the initial claim for benefits) to the Plan Administrator (or its designee) for review and consideration. Claimant will also be entitled to receive, upon request and free of charge, access to, and copies of all documents, records, and other information relevant to the appeal.

F. Time Periods for Responding to Appealed Claims. The Plan Administrator

(or its designee) will respond to Claimant within 60 days (45 days in the case of a claim involving disability benefits) after receipt of the appeal. If the Plan Administrator (or its designee) determines that an extension is necessary due to matters beyond the control of the Plan, the Plan Administrator will notify claimant within the initial 60-day period (the initial 45-day period in the case of a claim involving disability benefits) that up to an additional 60 days (45 days in the case of a claim involving disability benefits) is needed to review the appeal.

G. Notice and Information Contained in Notice Denying Appeal. If the Plan

Administrator (or its designee) denies the appeal (in whole or in part), the Plan Administrator will provide written notice of the denial. This notice will include (1) the specific reason or reasons for the denial; (2) reference to the specific Plan provisions on which the denial is based; (3) a statement that you are entitled to receive, upon request and free of charge, access to and copies of, all documents, records and other information that is relevant to your appeal for benefits; (4) in the case of a claim involving disability benefits, a copy of any internal rule, guideline, protocol, or other similar criterion relied upon in making the appeal determination or a statement that such a rule, guideline, protocol, or other criterion was relied upon in making the appeal determination and that a copy of such rule will be provided to you free of charge at your request; and (5) a statement that you are entitled to bring a civil action in Federal court under Section 502 of ERISA to pursue your claim for benefits.

H. Limitations on Claims for Benefits: All claims must be filed within twelve (12)

months of the date services or supplies are received. No action in law or equity may be brought to recover benefits under this Plan until a Participant’s claim and appeal rights under the Plan have been exhausted and the Plan benefits requested in such initial request and subsequent appeal have been denied in whole or in part. Following a denial on appeal under the Plan, a Participant has the right to bring a civil action pursuant to Section 502(a) of ERISA. Any action against the Plan must be brought, if at all, within six (6) months of exhausting the appeal process. 11. RIGHTS TO CONTINUE COVERAGE UNDER FEDERAL LAW (COBRA)

The attached or previously distributed Booklets for a Group Health Plan generally describe rights to continuation coverage under COBRA. However, the notice procedures in this document supplement and take precedence over any conflicting notice procedures in the Booklets.

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A. General. If you are a Qualified Beneficiary, you have the right to continue your

coverage under a Group Health Plan if you lose that coverage due to a Qualifying Event. If you are a Coworker, you are a Qualified Beneficiary if you are covered by the Group Health Plan on the day prior to a Qualifying Event that is your termination of employment (for reasons other than gross misconduct) or a reduction in your hours of employment. If you are the spouse or dependent child of a Coworker, you are a Qualified Beneficiary if you are covered by the Group Health Plan on the day prior to a Qualifying Event. A child born to or placed for adoption with a Coworker during a period of COBRA coverage is also a Qualified Beneficiary. Coworkers, who are nonresident aliens with no U.S.-source income, and the spouse or dependent children of such Coworkers, are not Qualified Beneficiaries.

A Qualifying Event means each of the following events, if it causes a Qualified Beneficiary to lose coverage under a Group Health Plan:

i. The Coworker’s hours of employment are reduced;

ii. The Coworker’s employment ends for any reason other than gross misconduct (as defined below);

iii. The death of the Coworker;

iv. The Coworker’s entitlement to Medicare benefits;

v. Divorce or legal separation between the Coworker and his or her spouse; or

vi. For a dependent child, the child’s ceasing to satisfy the definition of a dependent under the terms of the applicable program.

Sometimes, filing a proceeding in bankruptcy under Title II of the United States Code can be a qualifying event. If a proceeding in a bankruptcy is filed with respect to the Company, and retiree coverage is offered under a Group Health Plan, and that bankruptcy results in the loss of coverage of any retired Coworker covered under the Plan, the retired Coworker’s spouse, surviving spouse, and dependent children will also be qualified beneficiaries if bankruptcy results in the loss of their coverage under the Plan.

If you are a Qualified Beneficiary and you lose coverage under a Group Health Plan due

to the first four Qualifying Events listed above, or if you are a retired Coworker and lose coverage as a result of bankruptcy of the Company, you will automatically receive a Qualifying Event notice from the Plan Administrator of your right to elect COBRA continuation coverage. However, if you are a Qualified Beneficiary and you lose coverage under a Group Health Plan due to a divorce or legal separation, or due to a child’s loss of dependency status, you must notify the Plan Administrator of the event within 60 days after the Qualifying Event occurs or you will lose your right to elect COBRA continuation coverage.

As indicated previously, a Coworker’s termination of employment for gross misconduct is not considered a Qualifying Event. Gross misconduct means conduct that could have an

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adverse impact on the business of the Company, including but not limited to theft, embezzlement, and serious violations of Company policy that subject a Coworker to dismissal.

B. Electing COBRA Coverage. If you are a Qualified Beneficiary and you experience a Qualifying Event, you will receive a Qualifying Event notice from the Plan Administrator describing your rights to elect COBRA continuation coverage, as well as an election form you can use to apply for that coverage. Remember, if the Qualifying Event is a divorce, legal separation, or a child’s loss of dependency status, you must first notify the Plan Administrator of the event before this notice will be sent to you. If you do not receive a Qualifying Event notice and election form within 30 days of your Qualifying Event (or within 14 days of the date you notified the Plan Administrator of a Qualifying Event, if applicable), you should contact the Plan Administrator.

Although each Qualified Beneficiary has an independent right to elect COBRA coverage, the Qualifying Event notice and election form will usually only be sent to the Coworker and spouse, at the Coworker’s address shown in the records of the Plan. However, if the records of the Plan show that the Coworker and spouse live at different locations, or that a dependent child lives at a different location, separate notices will be sent. For this reason, it is very important that you keep the Plan Administrator informed of your current address and the addresses of your spouse and covered dependents. Again, each Qualified Beneficiary has an independent right to elect COBRA continuation coverage. Covered Coworkers may elect COBRA continuation coverage on behalf of their spouses, and parents may elect COBRA continuation coverage on behalf of their children.

COBRA coverage will be provided only if it is elected by a Qualified Beneficiary during the COBRA election period. The COBRA election period begins on the date of the Qualifying Event and ends 60 days after the date a Qualifying Event Notice is sent to the Qualified Beneficiary or, if later, the date the Qualified Beneficiary would otherwise lose coverage as a result of the Qualifying Event. For elections sent by mail, the postmark date is used to determine whether an election was made prior to the end of the COBRA election period.

If elected, COBRA coverage begins on the date coverage would otherwise have been lost. The Plan does not permit you to waive COBRA coverage during the election period and then revoke the waiver before the end of the election period in order to elect coverage as of a date other than the date coverage was initially lost.

Prior to the time a Qualified Beneficiary elects COBRA coverage, his or her coverage under the Plan will be terminated. However, the coverage will be retroactively reinstated to the date coverage was lost following a timely election of COBRA coverage and the timely payment by the Qualified Beneficiary of the first premium payment. This means that, until you elect COBRA coverage, any provider who asks will be told that your coverage has been terminated, but may be retroactively reinstated if you timely elect and pay for COBRA coverage.

C. Paying for COBRA Coverage. Qualified Beneficiaries must pay for each one-month period of COBRA coverage on a monthly basis. A period of COBRA coverage runs from the first day of the month through the end of that month, except that the initial period of coverage

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runs from the date coverage was lost due to the Qualifying Event, through the end of the month in which the Qualifying Event occurred.

The cost for each one-month period of COBRA coverage depends on the type of coverage that is being continued. The cost will be communicated to you in the Qualifying Event notice sent to you by the Plan Administrator. The cost may change at the beginning of each Plan Year. Any changes will be communicated to you.

The first payment for COBRA coverage must be postmarked or received by the Plan no later than 45 days after the date you elect COBRA coverage. The first payment must include payment for all one-month periods of coverage that have begun between the date coverage was lost and the date the first premium payment is received. If the payment is not postmarked or received within 45 days of the date you elected COBRA coverage, you will lose your right to COBRA coverage.

Payments for subsequent one-month periods are due on the first day of those periods and should be sent to the Plan Administrator. You will have a 30-day grace period to send in these payments, but they must be postmarked or received no later than 30 days after the first day of the coverage period or your COBRA coverage will be terminated retroactively to the first day of that period and cannot be reinstated. Any payment that is less than the full premium payment due will not be accepted unless the balance is paid prior to the end of the normal grace period. In some cases, however, if your payment is not significantly less than the applicable premium, you will have 30 days following the date you are notified of the shortfall to make up the balance.

If payment for a period of COBRA coverage is made after the first day of that period,

your coverage will be continued but will be subject to retroactive termination if payment for that period is not received during the grace period. However, any claims incurred prior to payment will not be processed until payment is made. This means that, until you pay for COBRA coverage, any health care provider who asks will be told that your coverage is in force, but may be retroactively terminated if you do not timely pay for COBRA coverage. In addition, you will be required to reimburse the Plan for any claims that are paid if you do not subsequently send in timely payment.

D. Application of Deductibles and Other Plan Limits. If COBRA coverage begins during the middle of a Plan Year, the Qualified Beneficiary’s deductibles for the remainder of the Plan Year will be administered as follows:

i. Each Qualified Beneficiary who elects COBRA coverage will receive credit for any expenses previously applied during the Plan Year to his or her individual deductible.

ii. If the Qualified Beneficiary was previously part of a family unit, only those expenses incurred by family members electing COBRA coverage will be credited. If the Qualifying Event results in more than one family unit (for example, due to a divorce), the expenses incurred by the members assigned to a given family unit following the COBRA election shall be credited as of the date coverage begins.

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Other Plan limits will be applied consistent with the rules applicable for deductibles. E. Duration of COBRA Coverage. COBRA continuation coverage is a temporary

continuation of coverage. When the Qualifying Event is the death of the Coworker, the Coworker's becoming entitled to Medicare benefits (under Part A, Part B, or both), your divorce or legal separation, or a dependent child's losing 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 Coworker's hours of employment, and the Coworker became entitled to Medicare benefits less than 18 months before the Qualifying Event, COBRA continuation coverage for Qualified Beneficiaries other than the Coworker lasts until 36 months after the date of Medicare entitlement. For example, if a covered Coworker 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).

When the Qualifying Event is the end of employment or reduction of the Coworker'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.

i. If you or anyone in your family covered under a Group Health Plan is determined by the Social Security Administration (“SSA”) 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 of 29 months. The disability would have to have started at some time before the 60th day of COBRA continuation coverage and must last at least until the end of the 18-month period of continuation coverage. You must make sure that the Plan Administrator is notified of the SSA's determination before the end of the 18-month period of COBRA continuation coverage and not later than 60 days after the latest of (i) the date of the disability determination by the SSA, (ii) the date on which a Qualifying Event occurs, or (iii) the date on which you or another Qualified Beneficiary loses (or would lose) coverage under the program as a result of the Qualifying Event. If a Qualified Beneficiary who was previously determined by the SSA to be disabled is subsequently determined by the SSA to be no longer disabled, you must notify the Plan Administrator of that determination within 30 days of the date you receive the determination from the SSA.

ii. In addition, if your family experiences another Qualifying Event while receiving 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. This extension may be available only if the second event would have caused the spouse or dependent child to lose coverage under the Plan had the first Qualifying Event not occurred. In all of these cases, you must make sure that the Plan Administrator is notified of the second Qualifying Event within 60 days of the event. Only individuals who were Qualified Beneficiaries in connection with the first Qualifying Event and who are still Qualified Beneficiaries at the time of the second Qualifying Event are eligible for this extension.

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COBRA coverage will end prior to the 18-, 29- or 36-month period described above

under the following circumstances:

i. the first day of a coverage period for which timely payment is not made;

ii. the date the Company ceases to provide any group health plan to any Coworker;

iii. the date, after the date a COBRA election is made, upon which the Qualified Beneficiary first becomes covered under another group health plan that does not contain any exclusion or limitation with respect to any preexisting condition of the Qualified Beneficiary;

iv. the date, after the date a COBRA election is made, upon which a Qualified

Beneficiary first becomes entitled to Medicare benefits;

v. the first day of the coverage period that is more than 30 days after the date a Qualified Beneficiary entitled to a disability extension is finally determined to not be disabled; or

vi. the date coverage is terminated for cause. If the COBRA coverage of a Qualified Beneficiary terminates early, the Plan Administrator will send a notice regarding the termination of COBRA Coverage to you as soon as practicable.

F. How to Notify the Plan Administrator. You must send written notice of a Qualifying Event that is a divorce, a legal separation, or a child’s loss of dependent status, to the Plan Administrator within 60 days of the event. Also, if you elect COBRA coverage and you are eligible for an 11-month extension of that coverage due to the disability of a Qualified Beneficiary, or for an 18-month extension of that coverage due to the occurrence of a second Qualifying Event, you must provide written notice of the disability determination or the second Qualifying Event to the Plan Administrator. Notice must be sent by first class mail or other nationally-recognized courier service, by fax, or by hand-delivery. Oral notice will not be accepted. Contact information for the Plan Administrator is located on Page 14 of this document. Your notice must include your name and the names of other affected family members, the type of Qualifying Event and written documentation of the event that identifies the date on which the event occurred. You should keep a copy, for your records, of any notices you send to the Plan Administrator.

Any notices required to be provided to the Plan Administrator may be provided by the Coworker, a Qualified Beneficiary with respect to the Qualifying Event, or any representative acting on behalf of either of them, and will be sufficient for all beneficiaries affected by the same Qualifying Event.

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G. Trade Act of 2002. The Trade Act of 2002 amended COBRA to provide for a special second 60-day COBRA election period for certain Coworkers who have experienced a termination or reduction of hours and who lose group health plan coverage as a result. The special second COBRA election period is available only to a very limited group of individuals: generally, those who are receiving trade adjustment assistance (TAA) or 'alternative trade adjustment assistance' under a federal law called the Trade Act of 1974. These Coworkers are entitled to a second opportunity to elect COBRA coverage for themselves and certain family members (if they did not already elect COBRA coverage), but only within a limited period of 60 days from the first day of the month when an individual begins receiving TAA (or would be eligible to receive TAA but for the requirement that unemployment benefits be exhausted) and only during the six months immediately after their group health plan coverage ended. If a Coworker qualifies or may qualify for assistance under the Trade Act of 1974, he or she should contact the Plan Administrator for additional information. The Coworker must contact the Plan Administrator promptly after qualifying for assistance under the Trade Act of 1974 or the Coworker may lose his or her special COBRA rights. COBRA coverage elected during the special second election period is not retroactive to the date that Plan coverage was lost, but begins on the first day of the special second election period.

H. If You Have Questions. Questions concerning the Plan or your COBRA continuation coverage rights should be addressed to the Plan Administrator. 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.) 12. QUALIFIED MEDICAL CHILD SUPPORT ORDERS

Any Benefit which is a Group Health Plan will provide benefits to a child of an eligible Coworker in accordance with a Qualified Medical Child Support Order (“QMCSO”), as defined in ERISA § 609. You may obtain a copy of the Plan's Qualified Medical Child Support Order Procedures, free of charge, upon written request to the Plan Administrator. Contact information for the Plan Administrator is located on Page 28 of this document.

13. STATEMENT OF ERISA RIGHTS

As a Participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA provides that all Plan Participants will be entitled to:

i. Examine, without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report (Form 5500 Series), if any, filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Coworker Benefits Security Administration.

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ii. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series), if any, and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

iii. Receive a summary of the Plan’s annual financial report, if any. The Plan Administrator is required by law to furnish each Participant with a copy of this summary annual report.

iv. Continue health care coverage for yourself, spouse or dependents if there is a loss of coverage under the plan as a result of a qualifying event. You or your dependents may have to pay for such coverage. Review this summary plan description and the documents governing the plan on the rules governing your COBRA continuation coverage rights.

v. Reduction or elimination of exclusionary periods of coverage for preexisting conditions under your group health plan, if you have creditable coverage from another plan. You should be provided a certificate of creditable coverage, free of charge, from your group health plan or health insurance issuer when you lose coverage under the plan, when you become entitled to elect COBRA continuation coverage, when your COBRA continuation coverage ceases, if you request it before losing coverage, or if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to a pre-existing condition exclusion for 12 months (18 months for late enrollees) after your enrollment date in your coverage.

In addition to creating rights for Plan Participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan Participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file a suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in Federal court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have

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sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

14. NOTICE OF HEALTH INFORMATION 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.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) is a federal law that requires the CDW Health Plan (the Plan) to maintain the privacy and confidentiality of your individual health information and to provide you this notice of the Plan’s legal duties and privacy practices with respect to your individual health information. This information, known as protected health information (PHI), includes virtually all individually identifiable health information held by the Plan.

A. Our Pledge Regarding Your Health Information:

i. The CDW Health Plan understands that health information about you

and your health is personal.

ii. The Plan is committed to protecting health information about you.

iii. This notice will tell you about the ways in which the Plan may use and disclose health information about you.

iv. This Notice also describes your rights and certain obligations the Plan has regarding the use and disclosure of health information.

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B. The Plan is Required by Law To:

i. make sure that health information that identifies you is kept private;

ii. give you this notice of the Plan’s legal duties and privacy practices with respect to health information about you;

iii. follow the terms of the notice that is currently in effect.

C. The Plan Will Use Your Health Information For:

i. Payment. The Plan retains third party administrators (“TPAs”), such as Blue Cross and Blue Shield and Cigna, to review and pay your health insurance claims. In the rare instances that a TPA review is insufficient and a secondary review is required, the Plan may review your health information to determine if payment is appropriate for the treatment received. Such health information may identify you, as well as your diagnosis, and services provided.

ii. Regular Operations. The Plan may use and disclose your health information in connection with the Plan’s regular operations. Regular operations include conducting quality assessment and improvement activities and making determinations with respect to the benefit options available under the Plan.

iii. Business Associates. There are some services provided to the Plan through contracts with business associates, for example, a claims processing administrator. To protect your health information, however, the Plan requires each business associate to appropriately safeguard your information.

iv. Plan Sponsor. The Plan may disclose your health information to the plan sponsor (CDW), for purposes related to benefits and claims administration. The plan sponsor may use this information to plan for its expected expenses under the Plan.

v. As Required by Law. The Plan will disclose health information about you when required to do so by federal, state or local law.

vi. Workers’ Compensation. The Plan may release health information about you for workers’ compensation or similar programs. These programs provide benefits for work-related injuries or illness.

vii. Law Enforcement. The Plan may disclose your health information for law enforcement purposes, or in response to a valid subpoena or other judicial or administrative request.

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viii. Public Health. The Plan also may use and disclose your health information to assist with public health activities (for example, reporting to a federal agency) or health oversight activities (for example, in a government investigation).

D. Other Uses of Your Health Information. Other uses and disclosures of health

information not covered by this notice or the laws that apply to the Plan will be made only with your written authorization. If you authorize the Plan to use or disclose health information about you, you may revoke that authorization, in writing, at any time. If you revoke your authorization, the Plan will no longer use or disclose health information about you for the reasons covered by your written authorization. You understand that the Plan is unable to take back any disclosures that the Plan already has made with your authorization, and that the Plan is required to retain its records of the payment activities that the Plan provided to you.

E. Your Rights Regarding Your Health Information. Although your health record is the physical property of the entity that compiled it, the information belongs to you. You have the right to:

i. request a restriction on certain uses and disclosures of your information. While the Plan will consider all requests for restrictions carefully, it is not required to agree to a requested restriction.

ii. obtain a paper copy of the Notice of Health Information Practices by requesting it from Amy Raupp in Coworker Services at the contact information listed below.

iii. inspect and obtain a copy of your health information.

iv. request an amendment to your health information.

v. obtain an accounting of certain disclosures of your health information.

vi. request communications of your health information be sent in a different way or to a different place than usual (for example, you could request that the envelope be marked "Confidential" or that we send it to your work address rather than your home address). While the Plan will consider reasonable requests carefully, it is not legally required to agree to all requests.

vii. revoke in writing your authorization to use or disclose health information except to the extent that action has already been taken in reliance on that authorization.

F. The Plan’s Responsibilities. The Plan is required to:

i. maintain the privacy of your health information;

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ii. provide you with a notice as to our legal duties and privacy practices with respect to information we collect and maintain about you;

iii. abide by the terms of this notice;

iv. notify you if we are unable to agree to a requested restriction; and

v. accommodate any reasonable request you may have to communicate health information by alternative means or at alternative locations.

The Plan will not use or disclose your health information without your consent or

authorization, except as provided by law or described in this notice. The Plan reserves the right to change our health privacy practices. Should we change

our privacy practices in a material way, we will make a new version of our notice available to you.

G. For More Information or To Report a Problem:

i. If you have questions or would like additional information, or if you

would like to make a request to inspect, copy, or amend health information, or for an accounting of disclosures, contact Amy Raupp in Coworker Services at CDW LLC, 200 N. Milwaukee Ave., Vernon Hills, IL 60061, telephone (847) 419-6133, facsimile (847) 419-6433, or amyrau@cdw.com. All requests to inspect, copy, or amend health information or for an accounting of disclosures of health information must be submitted in writing.

ii. If you believe your privacy rights have been violated, you can file a formal complaint with the CDW Health Plan Privacy Officer, Dennis Berger, Sr. Vice President, Coworker Services, CDW LLC, 200 N. Milwaukee Ave., Vernon Hills, IL 60061, facsimile (847) 419-6441, or dberger@cdw.com; or with the U.S. Department of Health and Human Services. You will not be penalized for filing a complaint.

15. GENERAL PLAN INFORMATION

Plan Name: CDW Welfare Benefit Plan Plan Number: 502 Employer Identification Number: 36-3310735 Plan Year: January 1 – December 31

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Type of Plan: Welfare Plan, providing health, dental, vision, life and accidental death and dismemberment insurance, and long term disability insurance benefits.

Name and Address CDW LLC of Employer: 200 N. Milwaukee Avenue

Vernon Hills, IL 60061 Phone: (847) 465-6000

Plan Administrator: Administrative Committee CDW LLC 200 N. Milwaukee Avenue Vernon Hills, IL 60061 Phone: (847) 465-6000

Please note that the Insurers are designated the Claim Fiduciaries for all Benefits under the Plan which are provided through contracts of insurance. The name, address and phone number of the Insurers are described in the attached or previously distributed Booklets. BlueCross and BlueShield of Illinois is designated the Claims Fiduciary for medical Benefits under the Plan. The contract information for BlueCross and BlueShield of Illinois is: 300 East Randolph, Chicago, IL 60601 (p) 800-327-8497 (f) 217-442-4809 Type of Administration: Self-administered, with certain duties contracted to outside third parties

Agent for Service of Legal Process: Service of legal process may be made upon the Employer or the

Plan Administrator at the address described above 16. DEFINITIONS

A. Booklets mean the booklets or certificates that describe the Benefits and have been previously distributed or are attached hereto. The Booklets are an integral part of this summary. B. Claims Fiduciary means any third party engaged by the Company to process claims under the Plan whether or not Benefits are not provided under a contract of insurance. The name, address and phone number of each Claims Fiduciary processing claims for any Benefit is described in the attached or previously distributed Booklets C. COBRA means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

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D. Company means CDW LLC and any affiliated company listed on Attachment B. E. Coworker shall not mean: (i) any leased employee or any person classified as a leased employee by the Company regardless of whether such person is later determined, whether by the Company or otherwise, to be a common law employee of the Company; (ii) any person who is classified by the Company as an independent contractor or sub-contractor for purposes of withholding and payment of employment taxes, even if such person is later determined, whether by the Company or otherwise, to be a common law employee of the Company; or (iii) any person who is classified by the Company as a temporary, limited-term, borrowed or on-call employee on the Company’s payroll records, regardless of the number of hours such person works for the Company or duration of employment with the Company. F. ERISA means the Employee Retirement Income Security Act of 1974, as amended. G. FMLA means the Family and Medical Leave Act, as amended. H. Group Health Plan means a plan or program that provides health care benefits to Coworkers. The health and dental benefits are offered under plans that are considered Group Health Plans. I. HIPAA means the Health Insurance Portability and Accountability Act of 1996, as amended. J. Insurer means an insurance company which has issued an insurance contract through which one or more Benefits are provided. The name, address and phone number of each Insurer providing a benefit is described in the attached or previously distributed Booklets. The Insurers are responsible for financing all insured Benefits in exchange for payment of insurance premiums, and are also responsible for processing and deciding all claims for insured Benefits. K. Plan means the CDW Welfare Benefit Plan. L. USERRA means the Uniformed Services Employment and Reemployment Act, as amended.

Attachment A

BENEFITS PROVIDED UNDER THIS SUMMARY PLAN DESCRIPTION

Healthy Advantage Plan (health) PPO Plan (health) Dental PPO Dental HMO (not available in certain locations) Vision Care Plan Basic Life and Accidental Death & Dismemberment Supplemental Life and Accidental Death & Dismemberment Long-Term Disability Supplemental Long-Term Disability

Attachment B

LIST OF ADOPTING COMPANIES

CDW Government, Inc. CDW Direct, LLC CDW Logistics, Inc. CDW Technologies, Inc.

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