If you are thinking about retirement...

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1 RETIREE HEALTHCARE AND YOUR HEALTH REIMBURSEMENT ARRANGEMENT (HRA) This brochure describes certain retiree healthcare benefits under the Caterpillar Inc. Group Insurance Plan (Part 2). If you participate in another group healthcare plan sponsored by Caterpillar, this brochure does not apply to you. If you are thinking about retirement...

2 RETIREE HEALTHCARE FOR FUTURE RETIREES If you are thinking about retirement, you may want to know more about retiree healthcare benefits. The information included in this brochure is a summary of information meant to help you understand how retiree healthcare works once you are retired and reach age 65. For a full explanation of these benefits, you can reference your Summary Plan Description or Retirement Guide located on the Your Benefits Resources site at resources.hewitt.com/cat under the plan information link. Effective January 1, 2010, Caterpillar changed the way it provides healthcare benefits to certain eligible retirees and spouses who are 65 and older. Caterpillar now provides benefit dollars through a Health Reimbursement Arrangement (HRA) that can be used to purchase individual healthcare coverage (including coverage that coordinates with Medicare such as Medicare Advantage and Medicare Supplement coverage) and reimburse you for other eligible out-of-pocket healthcare expenses. Caterpillar has chosen Towers Watson s OneExchange to administer the HRA and assist retirees with selecting individual health coverage. As professionals in the healthcare insurance market (including coverage that works with Medicare), OneExchange s licensed benefit advisors will help you evaluate options and enroll in individual coverage that fits your budget and unique medical, dental, vision and prescription drug needs. Remember! You should start the intent to retire process 90 days before you plan to stop working. This will give both you and Caterpillar enough time to prepare for a smooth transition. Contact the Caterpillar Benefits Center to indicate your intent to retire. You can use the Internet at resources.hewitt.com/cat, or call QUESTIONS... If you have questions about information in this brochure, please call: Americas HR Regional Service Center Monday Friday 6:30 a.m. 5:00 p.m. (Central Time) or (using prompt 1, 2 then 2) When speaking with a service center representative, tell them you are calling about retiree healthcare changes so they can direct your questions to a Compensation + Benefits professional.

3 DETERMINING HRA ELIGIBILITY AND COVERAGE ONCE YOU ARE RETIRED AGE 64 OR YOUNGER Retiree If you are age 64 or younger, existing coverage will continue under the Caterpillar-sponsored group health plan by paying the applicable premiums until you turn age 65. When you reach age 65, your existing coverage under the Caterpillar-sponsored group health plan ends and you become eligible to participate in the HRA feature of the group health plan. You will receive information from OneExchange approximately three months before you reach age 65 to begin the enrollment process and establish your HRA account. AGE 65 OR OLDER Retiree As you approach age 65, OneExchange will mail a packet to explain next steps. Your existing coverage under the Caterpillar-sponsored group health plan will end at the end of the month prior to the month you turn age 65. NOTE: If your birthday is on the first of a month you actually become eligible for Medicare the first of the month prior. Ex: March 1 birthday, Medicare eligible on February 1, loss of coverage under the Caterpillar sponsored-group health plan at the end of January. Once you enroll in individual coverage through OneExchange, an HRA account will be established for you. Benefit dollars will be placed in the HRA account once it has been established. Your Spouse/Surviving Spouse Your spouse will continue coverage on a Caterpillarsponsored group health plan by paying the applicable premiums if he/she is age 64 or younger and continues to meet all eligibility requirements. When your spouse becomes age 65 or older, existing coverage under the Caterpillar-sponsored group health plan will end and your spouse will become eligible to participate in the HRA feature of the group health plan. Your spouse will receive information from OneExchange approximately three months before he/she reaches age 65 to begin the enrollment process to establish his/her HRA account. NOTE: Caterpillar evaluates premiums annually for the coverage retirees will participate in until reaching age 65 (Options A,B,C or HMO). Premium adjustments may be made based on market data and group claims experience. Your Spouse/Surviving Spouse As your spouse approaches age 65, OneExchange will mail a packet to explain next steps. Your spouse s existing coverage under the Caterpillarsponsored group health plan will end at the end of the month prior to the month he/she turns age 65. NOTE: If your spouse s birthday is on the first of a month he/she actually become eligible for Medicare the first of the month prior. Ex: March 1 birthday, Medicare eligible on February 1, loss of coverage under the Caterpillar sponsored-group health plan at the end of January. Once your spouse enrolls in coverage through OneExchange, an HRA account will be established for your spouse. Benefit dollars will be placed in the HRA account once it has been established. APPLIES TO BOTH AGE GROUPS Your Dependent(s) Dependent children will remain eligible for existing Caterpillar-sponsored group health coverage as long as they meet the plan s eligibility criteria. Disabled dependent children are eligible for the existing Caterpillarsponsored group health coverage until age 65. At age 65, they will become ineligible for existing coverage, but will be able to receive the services provided by OneExchange. An HRA account will not be established for the disabled dependent child. For additional eligibility related to this benefit, reference your Summary Plan Description located on Your Benefits Resources at resources.hewitt.com/cat.

4 HOW HEALTH REIMBURSEMENT ARRANGEMENTS WORK EXAMPLES OF HRA-ELIGIBLE EXPENSES Premiums for Medicare Part B and Part D Premiums for Medigap or Medicare Advantage coverage (Part C) Dental and vision premiums Dental and vision expenses not covered by insurance Out-of-pocket expenses like deductibles, medical co-pays and your share of coinsurance For a complete list of HRA-eligible expenses, go to publications/p502/index.html or call the IRS at and request Publication 502 Medical and Dental Expenses A Health Reimbursement Arrangement (HRA) is an employerprovided health plan in which an account is established for each plan participant. When you enroll in individual insurance coverage through OneExchange, an HRA account will be established for you and benefit dollars will be allocated to the account. You can use the funds in your account to be reimbursed for premiums and/or your share of eligible healthcare expenses during the year. You decide how to use the benefit dollars in your HRA account. If you have an eligible spouse, you and your spouse will have separate HRA accounts, however, both you and your spouse may claim eligible expenses from each other s account. An annual allocation will be made to the account. You will also be able to roll over unused benefit dollars from year-to-year, allowing you to accumulate dollars for future use. ESTABLISHING YOUR HRA Once the eligible retiree/surviving spouse or spouse enrolls in individual coverage through OneExchange, an HRA account will be established for each eligible retiree/surviving spouse or spouse. Caterpillar will allocate each account with benefit dollars. At the beginning of each subsequent year, Caterpillar will allocate additional benefit dollars to each individual s HRA. NOTE: You are only required to select one plan through OneExchange to establish your HRA account medical, dental, prescription drug or vision coverage. You do not have to enroll in all of them. However, if you choose not to enroll in a medical or prescription drug plan immediately following the end of your existing group coverage with Caterpillar, pre-existing conditions may affect your ability to obtain coverage when you sign up for a medical plan in the future or you may incur premium penalties when signing up for a prescription drug plan. Once your HRA account is initially established by enrolling in individual coverage through OneExchange, you do not have to enroll in coverage through OneExchange in following years to receive your annual allocation of benefit dollars.

5 HRA FUNDING FOR FUTURE RETIREES EMPLOYEES WHO CHOOSE TO RETIRE DURING 2010 If you retire prior to January 1, 2011, the amount credited to your HRA Account and the amount credited to your Spouse s HRA Account will be the maximum amount, regardless of your age and credited service at the time of retirement. Caterpillar s HR policy requires retirements occur on the first of the month. An employee must retire on or before December 1, 2010, to be considered retired during FUNDING FORMULA BASICS The funding formula applies to those who retire on or after January 1, The amount allocated to the HRA will be a percentage of the maximum annual benefit based on the funding formula. The factors of the calculation (age and years of credited service) are only represented in whole years and must be attained to count in the calculation. Partial years are not applicable in the calculation. Your credited service generally is the service you earn for benefit accrual purposes under the Caterpillar-sponsored pension plan in which you participate. If you have additional questions about your credited service time, contact the Caterpillar Benefits Center at FUNDING FORMULA 4% times each full year of age between age 50 and age 65 of the eligible retiree times the maximum benefit dollar amount determined for the plan year; plus 4% times each full year of credited service earned by the eligible retiree between 20 and 30 years times the maximum benefit dollar amount determined for the plan year. Example of active employee at retirement Age 60 4% x 10 years = 40% 25 years of credited service 4% x 5 years = 20% 60% Maximum benefit $ 3,000 x 60% Benefit dollars (at age 65) $ 1,800 NOTE: Employees who are at least 65 years old with at least 30 years of credited service at the time of retirement will be eligible for 100% of the maximum annual benefit.

6 < > BECOME FAMILIAR WITH MEDICARE* How the parts combine to provide you with coverage Because you may be choosing coverage that coordinates with Medicare after your HRA is established, it s good to become familiar with what Medicare offers. To decide how to best supplement Medicare take into consideration your budget and the extent of coverage you feel comfortable with. The cost of the supplement(s) you choose is one of the expenses you may submit to your HRA for reimbursement. * The Medicare information provided is intended as a general summary. You can get more detailed information by calling MEDICARE or visiting Medicare.gov. WHAT IS AVAILABLE Part A and Part B Original Medicare consists of Part A and Part B. You may automatically receive Part A from Medicare and become eligible for Part B when you become Medicare-eligible due to age or disability. Part A Provides you with inpatient care and covers inpatient hospital stays, home healthcare, stays in skilled nursing facilities and hospice care. Part B Provides you with outpatient care and covers physician fees and other medical services not requiring hospitalization. You may need to enroll in Part B coverage so it is important to contact Medicare for more information. WHAT YOU CHOOSE You may choose between three different types of supplemental plans that add coverage where original Medicare may have none. Medicare Advantage Part C is coverage offered by a private insurance company to provide your Medicare Part A and Part B benefits, plus additional benefits. There are two versions of Medicare Advantage coverage: MAPD, which includes prescription drug coverage, and MA, which does not. Medigap is supplemental insurance sold by private insurance companies to fill gaps in original Medicare coverage. Prescription Drug Plans (PDP) refers to optional prescription drug coverage, which is available to all people who are eligible for Medicare. Part D coverage is offered through private insurance companies. PDPs are also known as Part D plans. HOW TO DECIDE You may combine the supplemental coverage to get a package of plans that covers all your needs. Choosing the best combination requires some education and comparison of features and costs. To get an idea of what your HRA dollars may buy in the Medicare market, you can visit medicare.oneexchange.com/caterpillar. This site provides the option to enter your zip code and see current pricing on many Medicare supplement plans.

7 FREQUENTLY ASKED QUESTIONS For additional information you may also reference the Retirement Guide or Summary Plan Description located on the Your Benefits Resources Web site at resources.hewitt.com/cat. Q. Who is affected by the HRA funding formula? A. Active employees retiring on or after January 1, 2011, who are eligible for Caterpillar HRA benefits. Q. If I am age 65 or older and actively working at Caterpillar, which coverage will I be eligible for? A. If you are age 65 or older and are actively working at Caterpillar, you will remain eligible for the Caterpillar-sponsored group health coverage. However, when you retire you will become eligible for the HRA. Q. If I retire before age 65, which coverage will I be eligible for? A. If you are not yet age 65 and retire, you will be eligible to participate in your existing coverage. Once you reach age 65 you will no longer be eligible for such coverage, but will become eligible for participation in the HRA feature of the Caterpillar health plan. Q. What is a Health Reimbursement Arrangement (HRA) and what expenses can I submit? A. An HRA is employer sponsored health coverage in which an account is established for each eligible plan participant. The account is credited with benefit dollars that can be used to pay eligible healthcare expenses such as premiums for plans that work with Medicare. Unused benefit dollars may be rolled over to the next year. The HRA amount funded will be based on age and years of credited service at the time of retirement beginning in Q. If I retire in 2010, will I be subject to the HRA funding formula that is based on age and years of credited service? A. No. The amount allocated to the HRA will be the maximum annual benefit regardless of age and years of credited service at the time of retirement. Q. Will the benefit dollars placed in the HRA change in the future? A. Caterpillar will continue to evaluate the marketplace to set the allocation amount. The amount placed in the HRA could increase or decrease in the future, and if it does you will be informed of any changes in a timely manner. Q. Will the HRA funded by Caterpillar have cash value? A. No. The benefit dollars placed in your HRA will not have cash value to you, but will be available to reimburse you for eligible medical expenses, including, for example, individual insurance premiums and certain out-of-pocket medical expenses.

8 In the event that the content of this document or any representations made by any person regarding Caterpillar s employee benefit plans and programs conflict with or are inconsistent with the provisions of the governing plan documents, the provisions of the plan documents are controlling. You are neither vested in your retiree healthcare benefits nor does Caterpillar intend to vest you in your retiree healthcare benefits. To the fullest extent permitted by law, Caterpillar has reserved the right to amend, modify, suspend, replace or terminate any of its plans, policies or programs (including the HRA), in whole or in part, at any time and for any reason, by appropriate company action. For example, Caterpillar may, at any time, increase, decrease or eliminate the amount that is allocated to your HRA account each year. Caterpillar Confidential: Green 03/ Caterpillar All Rights Reserved. CAT, CATERPILLAR, their respective logos, Caterpillar Yellow and the POWER EDGE trade dress, as well as corporate and product identity used herein, are trademarks of Caterpillar and may not be used without permission.

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