Spd Ra Spd2011

Rite Aid Corporation

Master Welfare Benefit Plan

Summary Plan Description

Effective July 1, 2011

RIT SPD (11)

Welcome

This booklet is designed to inform you about your medical, dental and vision care coverage, group-termlife and long-term disability insurance, and other benefits provided to you by Rite Aid Corporation throughthe Rite Aid Corporation Master Welfare Benefit Plan (the “Plan”).

The booklet provides only a summary of the benefits made available to eligible associates and theireligible dependents. Benefits provided under the terms of a collective bargaining agreement may varyfrom the benefits and eligibility requirements described in this booklet.

The rights of any person to participate in the Plan, or to receive any benefits under the Plan, aredetermined solely by the detailed schedules of benefits, and applicable insurance certificates, by thegoverning Plan document and, if applicable, by the collective bargaining agreement pertaining to theperson. You may receive a copy of any of these documents at no charge upon request to the Rite AidBenefits Service Center by calling 800-343-1390. Documents are also available online at My BenefitsCenter accessible via rNation.riteaid.com or www.riteaidbenefits.com.

The booklet does not constitute a contract of any sort, nor does it represent any obligation by Rite Aid tomaintain any particular benefit program or policy. Subject to any applicable collective bargainingconsiderations, any of the benefits provided under the Plan may be modified, replaced or terminated byRite Aid at any time.

TABLE OF CONTENTS

ELIGIBILITY 1

ENROLLMENT 3

SUMMARY OF BENEFITS 8

CONTINUATION OF COVERAGE (COBRA) 11

FLEXIBLE SPENDING ACCOUNTS 15

CLAIM PROCEDURES: MEDICAL PLANS 18

CLAIM PROCEDURES: DENTAL PLANS 34

NOTICE OF PRIVACY PRACTICES 37

STATEMENT OF ERISA RIGHTS 42

INFORMATION ABOUT THE PLAN 44

APPENDIX 45

17/1/11 Rite Aid Corporation – MWP

Eligibility

Unless indicated elsewhere in this booklet or in a governing document, a person will be eligible toparticipate in a benefit program made available under the Plan pursuant to the rules prescribedbelow.

Associates

For All Benefits Except Long Term Disability

All associates are eligible for coverage under the Plan effective as of the first day of the monthfollowing the completion of two consecutive months of employment. In order to become eligible,all associates must be compensated for a minimum of 30 hours per week on average.

Long Term Disability

Associates are eligible for long term disability (LTD) benefits. Upon enrollment, coverage underthe LTD program will commence on the first day of the month following the associate’scompletion of six consecutive months of employment. No evidence of good health will berequired if an associate enrolls when he/she first becomes eligible. If an associate does notenroll when he/she first becomes eligible for this benefit, evidence of good health will be requiredprior to the benefit becoming effective.

An associate who is a member of a collective bargaining unit is not eligible to participate in abenefit program unless the governing collective bargaining agreement expressly provides forsuch coverage. If the collective bargaining agreement provides for coverage, then the associatewill be eligible for coverage as prescribed under the collective bargaining agreement.

Dependents

In general, the individuals described below can be deemed to be your dependents and areeligible to be enrolled for medical, dental and vision care coverage, and for certain other benefits.

Spouse

Your legal spouse, as defined by the IRS.

Same Sex Domestic Partner

Your same sex domestic partner provided the associate and their domestic partner meet all thecriteria below:

1. You are both of the same sex;

2. You have resided together for at least one year, and intend to do so indefinitely;

3. You are not related by blood to a degree of closeness that would prohibitmarriage;

4. You are mutually responsible for basic living expenses;

5. You are both at least age 18, and are mentally competent;


6. Neither of you is married to, or involved in another domestic partnership with,anyone else; and

7. An "Affidavit of Domestic Partnership" is submitted and approved by the BenefitsDepartment, or its designee.

Upon request, an associate must provide documents establishing that a person enrolled underthe Plan as a same sex domestic partner meets the eligibility criteria set forth above. If theassociate does not provide the requested documentation in a timely manner, the domesticpartner's coverage will not be granted. The associate may further be required to reimburse thePlan for any expenditures made on behalf of the ineligible domestic partner, including, but notlimited to, premiums, medical claims, administrative charges and attorneys' fees.

Child

Your children up to age 26, regardless of their student or tax dependent status. Children whomay be eligible for coverage as your dependent include the following:

Your natural child; Your stepchild; Your legally adopted child or a child placed for adoption; or

A grandchild is eligible for coverage only if adopted by an associate or by an associate's eligiblespouse or same sex domestic partner.

Child of Same Sex Domestic Partner (Domestic Dependent)

Children of your same sex domestic partner up to age 26, regardless of their student or taxdependent status. A child of same sex domestic partner that may be eligible for coverage asyour dependent include the following:

Your same sex domestic partner’s natural child; Your same sex domestic partner’s legally adopted child or a child placed for adoption; A grandchild is eligible for coverage only if adopted by your same sex domestic partner.

Legal Guardianship

Any other unmarried child who depends solely on you for support and regularly and permanentlyresides with you in a parent-child relationship and for whom you have permanent legal custody.

A person may not be eligible for coverage under the Plan as both an associate and as adependent of another associate. In addition, no person may be eligible as a dependent of morethan one enrolled associate.

Qualified Medical Child Support Orders

The Plan will comply with the terms of any Qualified Medical Child Support Order. This is a childsupport order, judgment or decree (including a court-ordered marital settlement agreement)requiring a medical or other group health plan to allow you to enroll the child for medicalcoverage. A court order must meet certain legal requirements to be a Qualified Medical ChildSupport Order. The Plan Administrator has the sole authority to determine whether those legalrequirements have been met. If these requirements have been met, the group health plan mustprovide the coverage required by the order. However, you will be required to make the same


contributions for the coverage of the child that is otherwise payable for the coverage of adependent. You will be notified if the Plan Administrator receives a Qualified Medical ChildSupport Order relating to you. A copy of the Plan's Qualified Medical Child Support Order reviewprocedures is available via My Benefits Center accessible online via rNation.riteaid.com orwww.riteaidbenefits.com, or you may request a copy by calling the Rite Aid Benefits ServiceCenter 1-800-343-1390.


Enrollment

Timing of Enrollment

An associate and an eligible dependent must enroll within the first 30 days following the date ofinitial eligibility in order to qualify for coverage. Under the Plan, an associate or dependent thatdoes not enroll within 30 days of initial eligibility for coverage must generally wait until the nextopen enrollment period to do so.

However, an individual will not have to wait for the next open enrollment period in either of thefollowing situations:

The individual qualifies for either of the special enrollment period provisions discussedbelow; or

The individual is affected by a qualifying life event, as also discussed below.

When Coverage Begins

Your coverage begins on your eligibility date if you applied for enrollment before that date. If youapply later but within 30 days after the date that you become eligible, your coverage will alsobecome effective on that eligibility date. Rite Aid has an annual open enrollment period duringwhich you may enroll for benefits. Your coverage will begin on the effective date following theopen enrollment period, which typically is July 1 of each year. You may not enroll in or changeyour benefit elections outside of the annual open enrollment period unless you experience aqualifying life event.

If you become eligible for coverage due to a work-related event, such as a change in job status,your coverage will begin the first day of the month following the date of the change in job status.

Special Enrollment Period

If you decline health coverage under the Plan for yourself or your dependents (including yourspouse) because of other health insurance or group health plan coverage, including Medicaid orSCHIP (State Children’s Health Insurance Program), you may be eligible to enroll yourself andyour dependents for group health coverage under this Plan before the next open enrollmentperiod if you or your dependents lose eligibility for that other coverage. You may also enroll if youor your dependent becomes eligible for a premium assistance subsidy through Medicaid orSCHIP. You may also then elect to change to another group health program available to youunder the Plan, or change group health benefit options. You must request group healthenrollment in this Plan or other change within 60 days of the date coverage under the other healthplan ends. Otherwise, you must wait until the next open enrollment period to enroll or changeyour benefit options. The effective date of the new coverage will be the first of the monthfollowing the date of the loss of coverage.

In addition, if you have a new dependent as a result of marriage, birth, adoption, or placement foradoption, you may be able to enroll yourself and your dependents, or change benefit optionsbefore the next open enrollment period. However, you must request enrollment within 60 daysafter the marriage, new domestic partnership, birth, adoption, or placement for adoption. Pleasedo not wait to call until you have the baby’s social security number. The effective date of theenrollment or change will be the date of birth, adoption, placement for adoption or marriage. Thecoverage of a new domestic partner will become effective as of the first of the month following thedate the enrollment request is received and approved by the Benefits Department. If you haveindividual coverage, you must change to associate plus child or family coverage to add adependent.


To request special enrollment or obtain more information, contact the Rite Aid Benefits ServiceCenter, at 1-800-343-1390.

Qualifying Life Events

A qualifying life event is an event that will allow you to enroll in a benefit program under the Plan,or to make changes to your benefit options (including elections made under the Flexible SpendingAccount program) during the middle of a plan year (i.e., outside of the open enrollment period).In order to make the mid-year election, the qualifying life event must have an impact upon theaffected person’s eligibility under the benefit program. The qualifying life events that may allowyou to change your election for a plan year are as follows:

An event that changes your legal marital status, including marriage, death of yourspouse, divorce, legal separation or annulment;

An event that changes the number of your dependents, including the birth, adoption,placement for adoption or death of a dependent;

The commencement or termination of employment; The commencement of or return from an unpaid leave of absence; An event that causes a dependent to satisfy or cease to satisfy the requirements for

coverage under a benefit plan due to attainment of age, student status or similarcircumstances;

A change in work location or residence; A judgment, decree or order resulting from a divorce, legal separation, annulment or

change in legal custody that obligates you to provide group health coverage for yourchild, or which releases you from such an obligation; or

Enrollment in Medicare (Part A or Part B).

To request enrollment or a benefit election change upon the occurrence of a qualifying life event,go to My Benefits Center via rNation.riteaid.com or www.riteaidbenefits.com. Or, you can contactthe Rite Aid Benefits Service Center by calling 1-800-343-1390. The request must be madewithin 60 days of the event.

Maintaining Coverage

In order to maintain coverage under the Plan, you must work an average of 30 hours per week.Each month, Rite Aid will calculate your average weekly hours over a 14-week period. Hoursincluded are those for which you are compensated in pay periods that end within the 14-weekmonitoring period. If you have been paid for an average of 30 hours per week during themonitoring period, your coverage will remain in effect for the 14-week period which begins on thefirst day of the next calendar month. If you have not been paid for sufficient hours and youraverage hours are less than the required average your coverage will end as of the last day of themonth. A COBRA continuation packet will then be sent to your home address.

If you lose coverage due to insufficient hours worked, but subsequently work enough hoursduring a 14-week monitoring period, you may again be eligible to enroll as of the first of the monthfollowing the monitoring period in which you again work sufficient hours.


The dates for the monthly monitoring process this plan year will be:

Monthly Monitoring Period Effective Enrollment Date3/19/11 to 6/18/11 8/1/114/23/11 to 7/23/11 9/1/115/21/11 to 8/20/11 10/1/116/18/11 to 9/17/11 11/1/11

7/23/11 to 10/22/11 12/1/118/20/11 to 11/19/11 1/1/129/17/11 to 12/17/11 2/1/1210/22/11 to 1/21/12 3/1/1211/19/11 to 2/18/12 4/1/1212/17/11 to 3/17/12 5/1/121/21/12 to 4/21/12 6/1/12

If you are covered by a collective bargaining agreement, the period over which your hours areaveraged, and the weekly average hours, may differ.

Termination of Coverage

Coverage under the Plan, or under any particular benefit program, will cease at the end of themonth that any of the following occurs:

Your employment is terminated; You fail to meet the eligibility requirements of the Plan or program; You fail to make the required contributions; You are on layoff or you have exhausted your 180 days of medical leave; There is a discovery of fraud or intentional misrepresentation of a material fact by you; or The associate’s death.

A spouse’s or same sex domestic partner’s coverage under the Plan or benefit program willcease at the end of the month upon any of the following applicable events:

You become divorced or legally separated from your spouse; or Any of the criteria of domestic partnership is no longer met for your domestic partner; or The associate’s death (except as provided below).

A child’s coverage under the Plan or benefit program will cease at the end of the month uponeither of the following applicable events:

The child ceases to be a dependent under the applicable eligibility rules; or The associate’s death (except as provided below).

In the event of the associate’s death, a spouse, same sex domestic partner or child’s coverageunder medical, dental or vision will cease at the end of the month following 60 days from the dateof the associate’s death.

In all cases, the termination of coverage occurs automatically and without notice. You must notifythe Rite Aid Benefits Service Center within 60 days if your dependent becomes ineligible, or if youbecome divorced. If you fail to notify the Rite Aid Benefits Service Center within 60 days, youmay be required to repay the Plan for any claims paid during the time your dependent was noteligible for coverage.


If coverage has terminated due to your termination of employment, and you are reemployed in afull-time position, your benefit elections will be reinstated if your coverage has been terminated forless than 30 days.

Required Premiums

Associates are required to contribute toward the cost of coverage under the Plan.

If your spouse or same sex domestic partner is enrolled in any Rite Aid medical plan and hasmedical coverage available through his or her employer, a $75 surcharge will be added to yourmonthly contribution for medical coverage. You may go to My Benefits Center, accessible viarNation.riteaid.com or www.riteaidbenefits.com, at any time to update whether the spousalsurcharge applies to you.

If either you or your covered spouse or same sex domestic partner, or both, are tobacco users, a$40 surcharge will be added to your monthly contribution for medical coverage. Once you andyour spouse or same sex domestic partner can certify online (either through rNation.riteaid.comor www.riteaidbenefits.com) that you have been tobacco free for 60 days, the $40 surcharge willbe removed.

If it is unreasonably difficult due to a medical condition or if it is medically inadvisable for you toattempt to quit tobacco use, you may become eligible for the non-tobacco user contribution rate ifyour doctor completes the Statement of Physician to this effect. You may be required tocomplete a smoking cessation program as an alternative. Go to My Benefits Center, accessiblevia rNation.riteaid.com, at www.riteaidbenefits.com to download the Statement of Physician. Or,you can call the Rite Aid Benefits Service Center at 800-343-1390 to request that a copy bemailed to you.

Contributions to the Plan are also required by COBRA eligible individuals who elect to continuecoverage under a group health plan. Associates will be provided information regarding theapplicable premium costs each year during the open enrollment period. The information can alsobe obtained at any time via My Benefits Center at rNation.riteaid.com, atwww.riteaidbenefits.com, or by calling the Rite Aid Benefits Service Center at 1-800-343-1390.

Rite Aid may terminate the coverage of an associate and an associate’s dependents, and mayrecover any benefits erroneously provided, if the associate or dependent engaged in any fraud,abuse or deception with respect to the Plan, including but not limited to:

Giving false or misleading information to the Plan, Administrator, or on any application orother form; or

Making a false statement in connection with enrollment or a claim for benefits.

Leaves of Absence

The Family and Medical Leave Act of 1993 (FMLA) entitles eligible associates to take up to 12weeks of unpaid, job-protected leave in a 12-month period for specified family and medicalreasons. Amendments to the FMLA by the National Defense Authorization Act for FY 2008(NDAA 2008), expanded the FMLA to allow eligible associates to take up to 12 weeks of job-protected leave in the applicable 12-month period for any “qualifying exigency” arising out of thefact that a family member of the associate is deployed, or has been notified of an impending callor order to deployment, to a foreign country as a member of the Armed Forces. NDAA 2008 alsoamended the FMLA to allow eligible associates to take up to 26 weeks of job-protected leave in a“single 12-month period” to care for a covered service member with a serious injury or illness.These two types of FMLA leave are known as the “military caregiver leave” and “qualified


exigency leave,” respectively. The National Defense Authorization Act for FY 2010 (NDAA 2010)expanded the scope of these military family leave entitlements.

The 12-month period is measured backward from the date you use any FMLA leave. If youqualify for an approved family or medical leave of absence, your benefit enrollment will continuefor the duration of the leave unless a written request to terminate coverage is received within 30days of the start of the leave. However, you are responsible to pay any required contributionstoward the cost of the coverage. Benefits will be placed into “arrears” and upon your return themissed deductions will be collected via Rite Aid’s arrears process. Subject to certain exceptions,if you fail to return to work after the leave of absence, Rite Aid has the right to recover from youany contributions toward the cost of coverage made by it on your behalf during the leave, asoutlined in the FMLA.

All medical leaves of absence apply toward the 12 weeks allowed under FMLA. Unless dictatedotherwise by state law or contractual bargaining agreement, medical leaves of absence (exceptjob illness or injury) have a maximum of 180 days (consecutive or cumulative) in any 365 dayperiod. If you do not return to work upon 180 days of leave, your benefits will be terminated. ACOBRA continuation information packet will then be sent to your home address.

Military Leave

If you take an unpaid military leave or leave employment to perform services in the Armed Forcesor another uniformed service, you may elect continued group health care coverage under thePlan (including coverage for your eligible dependents) on a self-pay basis as generally describedin the COBRA continuation provisions of this booklet. Continuation of health care coverage will beavailable for up to 24 months. During the period that you remain in the military service, you andyou eligible dependents are eligible for health care coverage under this Plan even if they are thenalso covered under another group health program, such as TRICARE. Except for coverage forillness or injuries incurred or aggravated during the performance of leave duties, no waiting periodwill be imposed if the period or exclusion would have been satisfied had your coverage notterminated due to the military service absence.

You must notify the Rite Aid Benefits Service Center when you return to work.


Summary of Benefits

The benefits provided under the Plan are summarized below. This summary is only a generaldescription of the benefits. Detailed schedules of the benefits available to you under the Plan willbe provided to you upon request at no cost. These detailed schedules will identify the specificbenefits made available under the applicable various benefits programs or options, including theterms and conditions in regard to the right to receive such benefits.

To receive a detailed schedule of benefits for any benefit program or plan made availableto you, please access My Benefits Center, available online via rNation.riteaid.com orwww.riteaidbenefits.com, or call the Rite Aid Benefits Service Center at 800-343-1390.

In regard to a medical or other health care plan, the schedule of benefits for such plan will alsoinclude (if applicable) a description of the following:

Any cost–sharing provisions, including premiums, deductibles, coinsurance, andcopayment amounts for which you or your dependent will be responsible;

Any caps or other limits on benefits under the plan; The extent to which preventive services are covered under the plan; Whether, and under what circumstances, existing and new drugs are covered under the

plan; Whether, and under what circumstances, coverage is provided for medical tests, devices

and procedures; Provisions governing the use of network providers, the composition of the provider

network, and whether, and under what circumstances, coverage is provided for out-of-network services;

Any conditions or limits on the selection of primary care providers or providers ofspecialty medical care;

Any conditions or limits applicable to obtaining emergency medical care; and Any provisions requiring preauthorizations or utilization review as a condition to obtaining

a benefit or service under the plan.

In the case of health care plans with provider networks, the listing of providers will be madeavailable. A copy of the provider list can also be requested at any time without charge uponrequest to the Contract Administrator.

The names and contact information for the insurers or other third party claim administrators forthe Plan’s various benefit programs are included in the Appendix to this booklet.

Medical Benefits

The medical plans made available to eligible associates and their dependents providecomprehensive medical coverage to treat an injury or illness where medically necessary. Theservices and expenses covered under the medical plans include those described below.

Preventive Health Services Women’s Health Care Services Hospital Services Maternity Medical and Diabetes Supplies Durable Medical Equipment Emergent/Urgent & Ambulance Services


X-ray & Lab Services Mental Health and Substance Abuse Prescription Drugs

Group health plans, and health insurers, generally may not, under Federal law, restrict benefitsfor any hospital length of stay in connection with childbirth for the mother or newborn child to lessthan 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 48hours (or 96 hours, as applicable). In any case, a medical plan and insurers may not, underFederal law, require that a provider obtain authorization from the plan or the insurer forprescribing a length of stay not in excess of 48 hours (or 96 hours).

Dental Care Benefits

The dental care plans made available under the Plan are designed to provide coverage for a widearray of dental expenses. These covered dental care expenses include those identified below.

Oral examinations and cleanings Bitewing X-rays Fillings and extractions Fluoride treatments Root canal therapy Inlays and crowns

Vision Care Benefits

The expenses covered under the vision care plans made available to eligible associates and theireligible dependents including these summarized below.

Eye examinations Prescription lenses and frames Prescription contacts

Group Term Life Insurance Coverage

The group term life insurance coverage provided under the Plan offers financial protection for thefamily of eligible associates. The amount of your life insurance coverage is generally a multiple ofyour annual earnings subject to a specific maximum. You may also be eligible to purchaseadditional life insurance coverage under the Plan at your own expense.

Accidental Death and Dismemberment Insurance Coverage

The accidental death and dismemberment (AD&D) benefit program provides benefits to you if youare seriously injured in an accident and lose a hand, foot or sight of an eye. Your beneficiary willreceive AD&D benefits if you die in an accident.

Long Term Disability Insurance Coverage

If you are in an eligible class, and have enrolled, the Long Term Disability (LTD) benefit programprovides you with income protection if you become disabled as a result of a physical disease,mental disorder or accidental bodily injury. LTD benefits are payable after the end of a specifiedbenefit waiting period. This LTD insurance covers only you, not your dependents.

After the benefit waiting period, the LTD benefit program provides for a total monthly benefit,equal to a percentage of your basic monthly pay, up to a maximum amount.


If you become disabled, the amount of your LTD benefit payable under the Plan will be reducedby certain types of income, including the following income:

Any income paid as salary, wages or other payment by Rite Aid or any other employer; Any sick pay or other salary continuation paid to you by Rite Aid; Any amount you receive or are eligible to receive under workers’ compensation law or

other similar legislation; and Amounts received from any state disability plan.

Employee Assistance Program and Work-Life Consultation and Referral Service

Through your Employee Assistance Program (EAP), you and your immediate family memberscan reach a caring, informed, listener – someone ready to talk with you about work, family,personal, legal or financial problems 24 hours a day, seven days a week. Your EAP can help youand your loved ones cope with issues. Rite Aid provides this service to you free of charge.

EAP professionals can also find the right community resources to assist you. The financialresponsibility for additional services outside the EAP is yours. Your medical plan may cover partof these costs.

The decision to take advantage of this service is yours. All conversations remain between youand your EAP professional. If an EAP professional becomes concerned about safety andbelieves a threat of serious harm exists, the law may require that the situation be reported.

Business Travel Accident Insurance Coverage

The Plan’s business travel accident insurance benefit program provides a benefit to an associatewho dies or suffers a serious injury in an accident while traveling on Rite Aid business away fromthe associate’s worksite. Rite Aid pays the full cost of this coverage.


CONTINUATION OF COVERAGE (COBRA)

The right to COBRA continuation coverage was created by a federal law, the ConsolidatedOmnibus Budget Reconciliation Act of 1985 (COBRA). COBRA continuation coverage canbecome available to you when you would otherwise lose your group health coverage. It can alsobe available to other members of your family when they would otherwise lose their group healthcoverage under the Plan.

This section of the booklet is intended to summarize your rights and obligations under COBRA.

COBRA Continuation Coverage

COBRA continuation coverage is continuation of group health coverage provided under the Planwhen that coverage would otherwise end because of a life event known as a “qualifying event.”Specific qualifying events are listed later in this section. Upon the occurrence of a qualifyingevent, COBRA continuation coverage must be offered to each person who is a “qualifiedbeneficiary.” You, your spouse, and your dependent children could become qualifiedbeneficiaries if group health coverage under the Plan is lost because of a qualifying event. Same-sex domestic partners are not eligible for COBRA coverage except as discussed below. Underthe Plan, qualified beneficiaries who elect COBRA continuation coverage must pay for COBRAcontinuation coverage. The cost for the COBRA continuation coverage is 102% of the Plan’s costof the coverage.

If you are an associate, you will become a qualified beneficiary if you will lose your group healthcoverage under the Plan because either one of the following qualifying events happens:

Your hours of employment are reduced; or Your employment ends for any reason other than your gross misconduct.

For this purpose, “gross misconduct” means conduct that reflects an intentional, wanton, willful,deliberate, reckless, or deliberate indifference to Rite Aid’s interests, or of the associate’s dutiesand obligations to Rite Aid. Examples of gross misconduct include, but are not limited to, willfuland injurious violations or disregard of Rite Aid policy, including the deliberate disclosure ofconfidential information; theft; embezzlement; fraud or misappropriation of Rite Aid funds; thewillful or attempted damage to Rite Aid property; violence upon persons within the workplace, ornon-work related violence affecting the workplace; and deliberate misrepresentations ofcredentials, education, prior work experience or similar qualifications.

Actions arising from mere inefficiency, failure to perform at an expected standard due to inability,inadvertencies, ordinary negligence in isolated instances, or good faith errors in judgment ordiscretion, will not constitute acts of gross misconduct for COBRA continuation coveragepurposes.

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

Your spouse dies; Your spouse’s hours of employment are reduced; Your spouse’s employment ends for any reason other than his or her gross misconduct;

or You become divorced or legally separated from your spouse.

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


The parent-associate dies; The parent-associate’s hours of employment are reduced; The parent-associate’s employment ends for any reason other than his or her gross

misconduct; The parents become divorced or legally separated; or The child stops being eligible for coverage under the Plan as a “dependent child.”

An associate’s same-sex domestic partner, even if covered under a group health plan, will haveno independent COBRA election rights. Though a same-sex domestic partner does not have anindependent COBRA election right, if an associate and his or her same-sex domestic partner areboth covered by a group health plan, and they together lose coverage upon the associate’stermination of employment or reduction in hours, the associate may elect COBRA coverage,which would include the same-sex domestic partner and the same-sex domestic partner’schildren, if any.

When COBRA Coverage is Available

The Plan will offer COBRA continuation coverage to qualified beneficiaries only after the COBRAAdministrator for the Plan has been notified that a qualifying event has occurred. When thequalifying event is the end of an associate’s employment or a reduction of hours of employment,or the death of the associate, Rite Aid will notify the COBRA Administrator.

You Must Give Notice of Certain Qualifying Events

For the other qualifying events (divorce or legal separation of the associate and spouse or thedependent child’s losing eligibility for coverage as a dependent child), you must notify Rite Aidwithin 60 days after the end of the month in which the qualifying event occurs. You may notifyRite Aid online, via My Benefits Center (rNation.riteaid.com or www.riteaidbenefits.com), or bycalling the Rite Aid Benefits Service Center by calling 1-800-343-1390.

How COBRA Coverage is Provided

Once the COBRA Administrator receives notice that a qualifying event has occurred, COBRAcontinuation coverage will be offered to each of the qualified beneficiaries. A COBRA electionform will be mailed to the individual at the address on record. Each qualified beneficiary will havean independent right to elect COBRA continuation coverage. An associate may elect COBRAcontinuation coverage on behalf of a spouse, and a parent may elect COBRA continuationcoverage on behalf of eligible children.

COBRA continuation coverage is a temporary continuation of coverage. When the qualifyingevent is the death of the associate, your divorce or legal separation, or a dependent child’s losingeligibility 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 the reduction of the associate’s hours ofemployment, and the associate previously enrolled in Medicare (Part A or Part B), but did so lessthan 18 months before the qualifying event, then COBRA continuation coverage for qualifiedbeneficiaries other than the associate can last for a period of 36 months after the effective date ofthe associate’s enrollment in Medicare. For example, if a covered associate becomes enrolled inMedicare eight months before terminating employment, COBRA continuation coverage for theassociate’s spouse and children can last up to 36 months after the Medicare enrollment date,which is equal to 28 months after the date of the qualifying event (36 months minus 8 months).

Otherwise, when the qualifying event is the end of employment or the reduction of the associate’shours of employment, COBRA continuation coverage generally lasts for only up to a total of 18


months. However, there are two ways in which this 18-month period of COBRA continuationcoverage can be extended.

Disability Extension of 18-Month Period of Continuation Coverage

If you or anyone in your family who is receiving group health coverage under the Plan isdetermined by the Social Security Administration to be disabled and you notify the COBRAAdministrator in a timely fashion, as outlined later in this paragraph, you and your entire familymay be entitled to receive up to an additional 11 months of COBRA continuation coverage, for atotal maximum of 29 months. For the additional 11 months of continuation coverage, you will becharged 150% of the Plan’s cost of the group health coverage. The disability would have to havestarted at some time before the 60th day of COBRA continuation coverage and must last at leastuntil the end of the 18-month period of continuation coverage. You must make sure that theCOBRA Administrator is notified of the Social Security Administration’s determination within 60days of the date of the determination (or, if later, within 60 days after the end of the month inwhich the qualifying event occurred) and before the end of the 18-month period of COBRAcontinuation coverage. This notice must be sent to:

SHPS Continuation ServicesP.O. Box 34240Louisville, KY 40232(888)556-1939

Second Qualifying Event Extension of 18-Month Period of Continuation Coverage

If your family experiences another qualifying event before receiving 18 months of COBRAcontinuation coverage, the spouse and dependent children in your family can receive up to 18additional months of COBRA continuation coverage, for a maximum of 36 months, if notice of thesecond qualifying event is properly given to the COBRA Administrator. This extension may beavailable to the spouse and dependent children receiving continuation coverage if the associateor former associate dies, or gets divorced or legally separated, or if the dependent child stopsbeing eligible for group health coverage under the Plan as a dependent child, but only if the eventwould have caused the spouse or dependent child to lose that coverage had the first qualifyingevent not occurred. In all of these cases, you must make sure that the COBRA Administrator isnotified of the second qualifying event within 60 days of the second qualifying event. This noticemust be sent to:


Other Special Rules

Fully insured HMOs covering associates in California provide that if you are:

60 years of age or older and were employed with Rite Aid for at least five years beforethe date your employment terminated, or

You are the spouse of an associate who dies, divorces, legally separates, or becomesentitled to Medicare, or

You are a former spouse of an associate,

then you may continue your coverage until the earliest of:

The date you become entitled to Medicare;


Your 65th birthday; or Five years from the date your COBRA coverage was scheduled to end, if you are an

associate’s spouse or former spouse.

For information regarding these special rules, including whether they apply to the medical plan inwhich you are covered, please contact:


Flexible Spending Accounts

If you are an associate participating in the Plan’s health care flexible spending account programand you terminate employment, your COBRA continuation period for the program extends only tothe end of the plan year in which your employment terminated.

If You Have Questions

Questions concerning your Plan or your COBRA continuation coverage rights should beaddressed to Rite Aid at the address listed below. For more information about your rights underERISA, including COBRA, the Health Insurance Portability and Accountability Act (HIPAA), andother 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 theEBSA website at www.dol.gov/ebsa. (Addresses and phone numbers of Regional and DistrictEBSA offices are available through EBSA’s website.)

Rite Aid CorporationP.O. Box 3165Harrisburg, PA 17105-3165(800) 343-1390

Keep Your Plan Informed of Address Changes

In order to protect your family’s rights, you should keep Rite Aid informed of any changes in theaddresses of family members. You should also keep a copy, for your records, of any notices yousend to Rite Aid.


Flexible Spending Accounts

The Flexible Spending Account (FSA) program allows you to obtain and pay for certain benefitson a tax-favored basis.

The FSA program includes two Spending Accounts.

Health Care Spending Account Dependent Care Spending Account

Each plan year, you may elect to participate in one or both types of Spending Accounts. You willneed to decide before the beginning of each plan year, how much, if any, you want to contributeto each Spending Account. The plan year is July 1 through June 30.

Warning: “Use it or lose it.” If you have set aside dollars through payroll reduction in theSpending Accounts, and you do not use that money by the end of the plan year, it will be forfeitedas prescribed by law.

Enrollment

You must enroll during the open enrollment period before the beginning of each plan year. If youbecome eligible after the beginning of the plan year, you must enroll within 30 days of youreligibility date or wait until the next regular open enrollment period. You will be given anopportunity to make new elections before the start of each plan year during the open enrollmentperiod. Elections made during the open enrollment period will become effective at the beginningof the next plan year.

Making Election Changes

In general, the law does not permit you to change your Spending Account elections during theplan year. An exception to this general rule will allow you to modify or revoke an election for ayear, or elect to enroll in the Spending Accounts for the remainder of the plan year, if you, or yourspouse or dependent, incurs such a qualifying life event discussed earlier. However, themodification, revocation or enrollment election must be consistent with and on account of thequalifying life event.

Under the IRS rules, a change in election in regard to the Health Care Spending Accountbecause of a qualifying life event will be permitted only if the event affects the coverage of you,your spouse or your dependent under a group health plan.

If a judgment, decree, or order resulting from a divorce, legal separation, annulment or change inlegal custody (including a Qualified Medical Child Support Order) requires health coverage, aparticipant may:

Change an election to provide coverage for the dependent child (provided that the orderrequires the participant to provide coverage); or

Change an election to revoke coverage for the dependent child if the order requires thatanother individual (including the participant’s spouse or former spouse) provide coverageunder that individual’s plan and such coverage is actually provided.

With respect to the Dependent Care Spending Account, you can modify or revoke your electionduring a plan year, or elect to enroll in the Spending Account for the remainder of a plan year,under one of the following circumstances:


You incur a qualifying life event which causes you to incur, or cease to incur, qualifieddependent care expenses, such as a child attaining age 13 and thus ceasing to be a“qualifying individual”;

A change in the cost of the dependent care expenses due to a change in the dependentcare provider or in the amount of care provided, such as a decrease in the hours of careupon the child’s commencement of school; or

An increase in the amount charged by the dependent care provider (but only if theprovider is not a member of the associate’s family or household).

If your status changes due to one of these situations, you may make a change in your SpendingAccount elections. Any new election will be effective on the date determined by Rite Aid, but notearlier than the first pay period beginning after the election is completed.

If you cease to be a participant in the FSA program during the year, you may not re-electcoverage for the remaining portion of the plan year unless you have a qualifying life event.

Rite Aid reserves the right to limit your elections under the FSA program, if necessary to meetnondiscrimination requirements prescribed by law.

Leave of Absence

If you take a leave of absence due to disability, family or medical leave, or any other reasonapproved by Rite Aid, you may:

Revoke or change your FSA Program election based on a qualifying life event. However,your election change may not reduce the Health Care Spending Account benefit belowthe amount of benefit used as of the date of the election change.

Catch-up, on a pre-tax basis, contributions at the same rate and at the same time (i.e.,every payroll period) as before your leave. In that event, the total amount reimbursablefor the plan year shall be prorated to take into account the period for which nocontributions were paid.

If you do not revoke your election for your period of leave, your contributions will be placed intoarrears. Upon your return from leave, your original election will be reinstated for the rest of theplan year unless you have had a qualifying life event and you make a different election. Yourcontribution amount will be reamortized based upon your original election, the amount you havecontributed plan year to date and the remaining pay periods in the plan year.

As long as you continue to make contributions to the Spending Account while on leave, you willremain eligible for reimbursement throughout your leave period. However, if you cease to makecontributions while you are on leave, you will not be entitled to receive reimbursement for claimsincurred during the period when the coverage was terminated. If you elect to reinstate coverageupon return to work, your coverage will be equal to the original election amount for the 12-monthperiod of coverage, prorated for the period when coverage was terminated during leave andreduced by earlier reimbursements.

Additional Information

Additional information regarding the FSA program is available via My Benefits Center accessibleonline via rNation.riteaid.com or www.riteaidbenefits.com, or you may call the Rite Aid BenefitsService Center at 1-800-343-1390 to request the information.


The information includes:

The types of expenses that are eligible for reimbursement under the FSA program; The maximum amount that you may elect to contribute to each Spending Account for a

plan year; and How to receive reimbursement from the Spending Accounts.


Claim Procedures: Medical Plans

Entitlement to benefits under each of the benefit programs is to be determined by the provisionsof all documents forming part of the benefit program. In general, a claim for benefits under aparticular benefit program must be made in accordance with the procedures described in theSummary Plan Description (SPD), pertaining to that benefit program. In the event that a claim ordispute concerning benefits under the benefit program should arise under circumstances wherebysuch claim or dispute is subject to resolution, for example, by the insurance company providingthe specific benefit, then the claim or dispute will be processed by the insurance company inaccordance with such procedure.

If any person believes that he or she is then entitled to receive a benefit under a benefit program,including one greater than that initially determined by the applicable insurance company or otherauthorized entity, then such person may file a claim for benefits. A response to the claim will bepromptly made, and within the time frames prescribed by applicable law.

Claims Procedure for UnitedHealthcare

Network Benefits

In general, if you receive Covered Health Services from a Network provider, UnitedHealthcare willpay the Physician or facility directly. If a Network provider bills you for any Covered HealthService other than your Coinsurance, please contact the provider or call UnitedHealthcare at thephone number on your ID card for assistance. Keep in mind, you are responsible for meeting theAnnual Deductible and paying any Coinsurance owed to a Network provider at the time ofservice, or when you receive a bill from the provider.

Non-Network Benefits

If you receive a bill for Covered Health Services from a non-Network provider, you (or theprovider if they prefer) must send the bill to UnitedHealthcare for processing. To make sure theclaim is processed promptly and accurately, a completed claim form must be attached and mailedto UnitedHealthcare at the address on the back of your ID card.

If Your Provider Does Not File Your Claim

You can obtain a claim form by visiting www.myuhc.com, calling the toll-free number on your IDcard. If you do not have a claim form, simply attach a brief letter of explanation to the bill, andverify that the bill contains the information listed below. If any of these items are missing from thebill, you can include them in your letter:

your name and address; the patient's name, age and relationship to the Employee; the number as shown on your ID card; the name, address and tax identification number of the provider of the service(s); a diagnosis from the Physician; the date of service; an itemized bill from the provider that includes:

o the Current Procedural Terminology (CPT) codes;o a description of, and the charge for, each service;o the date the Sickness or Injury began; ando a statement indicating either that you are, or you are not, enrolled for coverage

under any other health insurance plan or program. If you are enrolled for othercoverage you must include the name and address of the other carrier(s).


Failure to provide all the information listed above may delay any reimbursement that may be dueyou.

After UnitedHealthcare has processed your claim, you will receive payment for Benefits that thePlan allows. It is your responsibility to pay the non-Network provider the charges you incurred,including any difference between what you were billed and what the Plan paid.UnitedHealthcare will pay Benefits to you unless:

the provider notifies UnitedHealthcare that you have provided signed authorization toassign Benefits directly to that provider; or

you make a written request for the non-Network provider to be paid directly at the timeyou submit your claim.

UnitedHealthcare will only pay Benefits to you or, with written authorization by you, your provider,and not to a third party, even if your provider has assigned Benefits to that third party.

Health Statements

Each month, in which UnitedHealthcare processes at least one claim for you or a coveredDependent, you will receive a Health Statement in the mail. Health Statements make it easy foryou to manage your family's medical costs by providing claims information in easy-to-understandterms.

If you would rather track claims for yourself and your covered Dependents online, you may do soat www.myuhc.com. You may also elect to discontinue receipt of paper Health Statements bymaking the appropriate selection on this site.

Explanation of Benefits (EOB)

You may request that UnitedHealthcare send you a paper copy of an Explanation of Benefits(EOB) after processing the claim. The EOB will let you know if there is any portion of the claimyou need to pay. If any claims are denied in whole or in part, the EOB will include the reason forthe denial or partial payment. If you would like paper copies of the EOBs, you may call the toll-free number on your ID card to request them. You can also view and print all of your EOBs onlineat www.myuhc.com.

Claim Denials

If your claim for a benefit under any benefit program is denied in whole or in part, you will benotified of such denial in writing. The notice of the denial of the claim will include:

The specific reason or reasons for the denial; Specific references to pertinent provisions of the Plan or benefit program of which the

denial is based; A description of any additional material or information necessary for you to perfect the

claim and an explanation of why such material or information is necessary; An explanation of the applicable claim denial appeal procedure; and The right to bring a civil lawsuit under federal law if the claim denial is upheld under

appeal.

If your claim for benefits involves a group health or disability insurance benefit, then the followingadditional information will be provided:

A description of available internal appeals and external review processes, includinginformation regarding how to initiate an appeal;


The availability of, and contact information for, any applicable office of health insuranceconsumer assistance or ombudsman established under federal law to assist enrolleeswith the internal claims and appeals and external review process;

Any internal rule, guidelines, protocol or similar criterion relied on in making the claimdenial (or state that such information will be provided free of charge upon request);

If the claim denial is based on Covered Health Services or experimental treatment, theclaim denial notice will include an explanation of the scientific or clinical judgment for thedetermination, applying plan terms to your medical condition (or state that suchinformation will be provided free of charge upon request).

The criteria for Covered Health Services determinations made with respect to mental health orsubstance abuse benefits will be made available to any current or potential covered associate ordependent, or any contracting provider upon request.

Claim Appeals

How To Appeal A Denied Claim

If you wish to appeal a denied pre-service request for benefits, post-service claim or a rescissionof coverage as described below, you or your authorized representative must submit your appealin writing within 180 days of receiving the adverse benefit determination. You do not need tosubmit Urgent Care appeals in writing. This communication should include:

the patient's name and ID number as shown on the ID card; the provider's name; the date of medical service; the reason you disagree with the denial; and any documentation or other written information to support your request.

You or your authorized representative may send a written request for an appeal to:

UnitedHealthcare - AppealsP.O. Box 30432Salt Lake City, Utah 84130-0432(877) 440-5978

Expedited Review

You may make a request for an expedited review of an adverse benefit determination if:

You have filed an appeal of a claim denial, and the claim involves a medical condition forwhich the otherwise applicable time frame for completion of an appeal would seriouslyjeopardize the applicable individual’s life or health, or would jeopardize the individual’sability to regain maximum function; or

A claim is denied upon an appeal, and the applicable individual has a medical conditionwhere the otherwise applicable time frame for completion of a standard external reviewwould seriously jeopardize the life or health of the individual or would jeopardize theindividual’s ability to regain maximum function, or if the claim concerns an admission,availability of care, continued stay, or health care item or service for which the individualreceived emergency services, but has not been discharged from a facility.

Notice of the expedited review decision will be provided as expeditiously as the medical conditionor circumstances require, but in no event more than 72 hours after the date the claimsadministrator receives the request for an expedited review.


For Urgent Care requests for Benefits that have been denied, or for request for an expeditedreview, you or your provider can call UnitedHealthcare at the toll-free number on your ID card torequest an appeal.

Review Of An Appeal

The claims administrator will conduct a full and fair review of your appeal. The appeal may bereviewed by:

an appropriate individual(s) who did not make the initial benefit determination; and a health care professional with appropriate expertise who may not have been consulted

during the initial benefit determination process.

You will be provided, free of charge and without a need for request, any new or additionalevidence considered, relied upon, or generated by the claims administrator in connection with theclaim. The evidence will be provided sufficiently in advance of the date on which the notice of anappeal determination is required to be provided to give you a reasonable opportunity to respondprior to that date. Additionally, if the claims administrator proposes an appeal denial based on anew or additional rationale, you will be provided, free of charge, with the rationale sufficiently inadvance of the date on which the notice of the appeal denial is required to be provided to giveyou a reasonable opportunity to respond prior to that date.

Your coverage under a group health benefit program will continue in effect pending the outcomeof any appeal.

Once the review is complete, if the claims administrator upholds the denial, you will receive awritten explanation of the reasons and facts relating to the denial.

Filing A Second Appeal

Your Plan offers two levels of appeal. If you are not satisfied with the first level appeal decision,you have the right to request a second level appeal from UnitedHealthcare within 60 days fromreceipt of the first level appeal determination. UnitedHealthcare must notify you of the appealdetermination within 15 days after receiving the completed appeal for a pre-service denial and 30days after receiving the completed post-service appeal.

Note: Upon written request and free of charge, any covered persons may examine documentsrelevant to their claim and/or appeals and submit opinions and comments. UnitedHealthcare willreview all claims in accordance with the rules established by the U.S. Department of Labor.

External Review Program

If, after exhausting your internal appeals, you are not satisfied with the final determination, youmay choose to participate in the external review program. This program applies to adversebenefit determinations other than the denial of a claim that is based on a determination that anindividual does not satisfy the eligibility requirements of the benefit program.

Types Of Claims

The timing of the claims appeal process is based on the type of claim you are appealing. Ifyou wish to appeal a claim, it helps to understand whether it is an:

urgent care request for benefits; pre-service request for benefits; post-service claim; or concurrent claim.


This external review program offers an independent review process to review the denial of arequested service or procedure or the denial of payment for a service or procedure. The processis available at no charge to you after exhausting the appeals process identified above and youreceive a decision that is unfavorable, or if UnitedHealthcare fails to respond to your appeal withinthe time lines stated below.

You may request an independent review of the adverse benefit determination. Neither you norUnitedHealthcare will have an opportunity to meet with the reviewer or otherwise participate in thereviewer’s decision.

All requests for an independent review must be made within four (4) months of the date youreceive the adverse benefit determination. You, your treating physician or an authorizeddesignated representative may request an independent review by contacting the toll-free numberon your ID card or by sending a written request to the address on your ID card.

The independent review will be performed by an accredited Independent Review Organization(IRO). The IRO will be engaged by UnitedHealthcare has and will have no material affiliation orinterest with UnitedHealthcare or with Rite Aid. UnitedHealthcare will choose the IRO based on arotating list of approved IROs.

In certain cases, the independent review may be performed by a panel of physicians, as deemedappropriate by the IRO.

Within applicable timeframes of UnitedHealthcare’s receipt of a request for independent review,the request will be forwarded to the IRO, together with:

all relevant medical records; all other documents relied upon in making a decision on the case; and all other information or evidence that you or your Physician has already submitted to

UnitedHealthcare.

If there is any information or evidence you or your physician wish to submit in support of therequest that was not previously provided, you may include this information with the request for anindependent review, and UnitedHealthcare will include it with the documents forwarded to theIRO. A decision will be made within applicable timeframes. If the reviewer needs additionalinformation to make a decision, this time period may be extended. The independent reviewprocess will be expedited if you meet the criteria for an expedited external review as defined byapplicable law.

The reviewer’s decision will be in writing and will include the clinical basis for the determination.The IRO will provide you and the vendor with the reviewer’s decision, a description of thequalifications of the reviewer and any other information deemed appropriate by the organizationand/or as required by applicable law.

If the final independent decision is to approve payment or referral, the Plan will accept thedecision and provide benefits for such service or procedure in accordance with the terms andconditions of the Plan. If the final independent review decision is that payment or referral will notbe made, the Plan will not be obligated to provide benefits for the service or procedure.

You may contact UnitedHealthcare at the toll-free number on your ID card for more informationregarding your external review rights and the independent review process.


Timing Of Appeals Determinations

Separate schedules apply to the timing of claims appeals, depending on the type of claim. Thereare three types of claims:

Urgent Care Request for Benefits - a request for benefits provided in connection withUrgent Care services;

Pre-Service Request for Benefits - a request for benefits which the Plan must approve orin which you must notify UnitedHealthcare before non-Urgent Care is provided; and

Post-Service - a claim for reimbursement of the cost of non-Urgent Care that has alreadybeen provided.

The tables below describe the time frames which you and the claims administrator(UnitedHealthcare) are required to follow.

Urgent Care Request for Benefits*

Type of Request for Benefits or Appeal Timing

If your request for benefits is incomplete, the claims administratormust notify you within:

24 hours

You must then provide completed request for benefits to theclaims administrator within:

48 hours after receivingnotice of additionalinformation required

The claims administrator must notify you of the benefitdetermination within:

72 hours

If the claims administrator denies your request for benefits, youmust appeal an adverse benefit determination no later than:

180 days after receivingthe adverse benefitdetermination

The claims administrator must notify you of the appeal decisionwithin:

72 hours after receivingthe appeal

*You do not need to submit Urgent Care appeals in writing. You should call UnitedHealthcare assoon as possible to appeal an Urgent Care request for Benefits.

Pre-Service Request for Benefits


If your request for benefits is filed improperly, the claimsadministrator must notify you within:

5 days


15 days

You must then provide completed request for benefits informationto the claims administrator within:

45 days

The claims administrator must notify you of the benefit determination:

If the initial request for benefits is complete, within: 15 days

after receiving the completed request for Benefits (if the 15 days




initial request for benefits is incomplete), within:

You must appeal an adverse benefit determination no later than:180 days after receivingthe adverse benefitdetermination

The claims administrator must notify you of the first level appealdecision within:

15 days after receivingthe first level appeal

You must appeal the first level appeal (file a second level appeal)within:

60 days after receivingthe first level appealdecision

The claims administrator must notify you of the second levelappeal decision within:

15 days after receivingthe second level appeal*

* UnitedHealthcare may require a one-time extension of no more than 15 days only if more time isneeded due to circumstances beyond their control.

Post-Service Claims

Type of Claim or Appeal Timing

If your claim is incomplete, the claims administrator must notifyyou within:

30 days

You must then provide completed claim information to the claimsadministrator within:

45 days

The claims administrator must notify you of the benefit determination:

if the initial claim is complete, within: 30 days

after receiving the completed claim (if the initial claim isincomplete), within:

30 days







30 days after receivingthe second level appeal*

* UnitedHealthcare may be entitled to a one-time extension of no more than 15 days only if moretime is needed due to circumstances beyond their control.


Authorized Representation

An authorized representative may act on your behalf with respect to a benefit claim or appealunder these procedures. However, no person will be recognized as an authorized representativeuntil the Plan receives an Appointment of Authorized Representative form signed by the claimant,except that for urgent care claims the Plan will, even in the absence of a signed Appointment ofAuthorized Representative form, recognize a health care professional with knowledge of theclaimant’s medical condition (e.g. the treating physician) as the claimant’s authorizedrepresentative unless the claimant provides specific written direction otherwise. An assignmentfor purposes of payment does not constitute appointment of an authorized representative underthese claims procedures. Once an authorized representative is appointed, the Plan will direct allinformation and notification regarding the claim to the authorized representative until the claimantprovides specific written direction otherwise. Any reference in these claims procedures toclaimant is intended to include the authorized representative of such claimant appointed incompliance with the above procedures.

An Appointment of Authorized Representative form may be obtained online through My BenefitsCenter accessible via rNation.riteaid.com or www.riteaidbenefits.com, or by calling the Rite AidBenefits Service Center at (800) 343-1390.

Concurrent Care Claims

If an on-going course of treatment was previously approved for a specific period of time ornumber of treatments, and your request to extend the treatment is an Urgent Care request forbenefits as defined above, your request will be decided within 24 hours. UnitedHealthcare willmake a determination on your request for the extended treatment within 24 hours from receipt ofyour request.

If an on-going course of treatment was previously approved for a specific period of time ornumber of treatments, and you request to extend treatment in a non-urgent circumstance, yourrequest will be considered a new request and decided according to post-service or pre-servicetimeframes, whichever applies.

Limitation of Action

You cannot bring any legal action against Rite Aid or the Claims Administrator to recoverreimbursement until 90 days after you have properly submitted a request for reimbursement asdescribed in this section and all required reviews of your claim have been completed. If you wantto bring a legal action against Rite Aid or the Claims Administrator, you must do so within threeyears from the expiration of the time period in which a request for reimbursement must besubmitted or you lose any rights to bring such an action against Rite Aid or the ClaimsAdministrator.

You cannot bring any legal action against Rite Aid or the Claims Administrator for any otherreason unless you first complete all the steps in the appeal process described in this section.After completing that process, if you want to bring a legal action against Rite Aid or the ClaimsAdministrator you must do so within three years of the date you are notified of our final decisionon your appeal or you lose any rights to bring such an action against Rite Aid or the ClaimsAdministrator.

Claims Procedure for Highmark

Medical Claims

A claim is an itemized statement of charges for health care services and/or supplies provided bya facility, professional or other provider. After you have received the services and/or supplies, a


claim requesting payment is sent to your local Blue Shield plan. Either you or the providersubmits the claim following the procedures outlined below.

When Highmark Blue Shield receives a claim from your provider, it will be processed inaccordance with your Plan and the payment will be issued directly to the provider. If youshould ever receive a claim directly from a provider, and it is for an amount other than thecopayment or other amount for which you are responsible, please send the claim to:

Highmark Blue ShieldP.O. Box 890173

Camp Hill, PA 17089-0173

Claims must be submitted within one year from the date the service was rendered in order to beconsidered for payment. All claims submitted to the plan must include the following:

Patient’s full name, date of birth, and address; Patient’s Highmark Blue Shield identification number (as shown on patient’s identification

card); Date each service or supply was provided; A description and/or procedure code for each service; Diagnosis, illness, or injury for each service; Amount charged for each service; Number of units for each service; Name and address of provider (on provider’s official bill or letterhead); and Location where services were provided, if other than physician’s office.

Most of the time the provider will submit a claim on your behalf. However, if you find it necessaryto submit your claim, request an itemized bill from the provider. To simplify this process,complete a claim form. You can request a form by contacting the Rite Aid Dedicated Unit:

Phone: 1-866-246-9309

The following information must be provided in order for us to process your claim. Provide thisinformation for each itemized bill submitted.

1. Itemized Bill

Patient’s full name Date each service or supply was provided Type(s) of service or supply A description of service rendered or procedure code Diagnosis, illness or injury for each service Amount charged for each service or supply Number of units Name and address of provider (on provider’s invoice or letterhead) Where services were provided Coordination of Benefits Information

2. Contract Information

Subscriber’s first and last name Identification Number and Group Number (as shown on the identification card) Patient’s date of birth


3. Claims for certain services may require you or the provider to submit additional informationsuch as:

Medical Records which may include physician notes and/or treatment plans Workers’ Compensation payment or rejection notice Accident information (i.e., date of the accident, type of accident, payment or rejection

notice, letter of benefit exhaustion, itemized statement) Other insurance payment or rejection notices including a Medicare Summary Notice if

applicable. Student information Ambulance information – point of origin and destination Private Duty Nursing – nurse’s name and professional status (R.N., L.P.N., etc,); the

nurse’s registration or license number

If you need help in submitting a claim, contact Customer Service at 1-866-246-9309.

Out of Area Claims

Associates who receive medical services while traveling or residing outside of the Highmark BlueShield service area may benefit from the BlueCard Program. Claims submitted through theBlueCard Program are considered received when the claim reaches the Rite Aid Dedicated Unit.You may need to submit additional information with the out of area claim such as medicalrecords.

Rite Aid Dedicated UnitHighmark Blue Shield

1800 Center Street, 1A,L1Camp Hill, PA 17011

Claim Denials

If your claim for a benefit under any benefit program is denied in whole or in part, you will benotified of such denial in writing. The notice of the denial of the claim will include:

The specific reason or reasons for the denial; Specific references to pertinent provisions of the Plan or benefit program on which the

denial is based; A description of any additional material or information necessary for you to perfect the

claim and an explanation of why such material or information is necessary; An explanation of the applicable claim denial appeal procedures; and The right to bring a civil lawsuit under federal law if the claim denial is upheld under

appeal.

If your claim for benefits involves a group health or disability insurance benefit, then the followingadditional information will be provided:

A description of available internal appeals and external review processes, includinginformation regarding how to initiate an appeal;

The availability of, and contact information for, any applicable office of health insuranceconsumer assistance or ombudsman established under federal law to assist enrolleeswith the internal claims and appeals and external review processes;

Upon request and free of charge, any internal rule, guidelines, protocol or similar criterionrelied on in making the claim denial (or state that such information will be provided free ofcharge upon request);


Upon request and free of charge, If the claim denial is based on medical necessity orexperimental treatment, the claim denial notice will include an explanation of the scientificor clinical judgment for the determination, applying plan terms to your medical condition(or state that such information will be provided free of charge upon request).

The criteria for medical necessity determinations made with respect to mental health orsubstance abuse benefits will be made available to any current or potential covered associate ordependent, or any contracting provider upon request.

Claim Appeals

How To Appeal A Denied Claim

If you wish to appeal a denied pre-service request for benefits, post-service claim or a rescissionof coverage as described below, you or your authorized representative must submit your appealin writing within 180 days of receiving the adverse benefit determination. You do not need tosubmit Urgent Care appeals in writing. This communication should include:

the patient's name and ID number as shown on the ID card; the provider's name; the date of medical service; the reason you disagree with the denial; and any documentation or other written information to support your request.

You or your authorized representative may send a written request for an appeal to:

HighmarkMember Grievance and Appeals DepartmentP.O. Box 535095Pittsburgh, PA 15253-5095Attention: Review Committee(866) 246-9309

Expedited External Review

You may make a request for an expedited external review of an adverse benefit determination ofclaim involving medical judgment or a rescission of coverage if:

You have filed an appeal of a claim denial, and the claim involves a medical condition forwhich the otherwise applicable time frame for completion of an appeal would seriouslyjeopardize the applicable individual’s life or health, or would jeopardize the individual’sability to regain maximum function; or

A claim is denied upon an appeal, and the applicable individual has a medical conditionwhere the otherwise applicable time frame for completion of a standard external reviewwould seriously jeopardize the life or health of the individual or would jeopardize theindividual’s ability to regain maximum function, or if the claim concerns an admission,availability of care, continued stay, or health care item or service for which the individualreceived emergency services, but has not been discharged from a facility.

For purposes of the foregoing, “medical judgment” includes medical necessity, appropriateness ofcare, health care setting, level of care, effectiveness of a covered benefit or determinations as towhether a treatment or procedure is experimental or investigational. Notice of the expeditedreview decision will be provided as expeditiously as the medical condition or circumstancesrequire, but in no event more than 72 hours after the date the claims administrator receives therequest for an expedited review.


For Urgent Care requests for Benefits that have been denied, or for request for an expeditedreview, you or your provider can call Highmark at the toll-free number on your ID card to requestan appeal.

Review Of An Appeal

The claims administrator will conduct a full and fair review of your appeal. The appeal may bereviewed by:

an appropriate individual(s) who did not make the initial benefit determination; and a health care professional with appropriate expertise who was not consulted during the

initial benefit determination process.

You will be provided, free of charge and without a need for request, any new or additionalevidence considered, relied upon, or generated by the claims administrator in connection with theclaim. The evidence will be provided sufficiently in advance of the date on which the notice of anappeal determination is required to be provided to give you a reasonable opportunity to respondprior to that date. Additionally, if the claims administrator proposes an appeal denial based on anew or additional rationale, you will be provided, free of charge, with the rationale sufficiently inadvance of the date on which the notice of the appeal denial is required to be provided to giveyou a reasonable opportunity to respond prior to that date.

Your coverage under a group health benefit program will continue in effect pending the outcomeof any appeal.

Once the review is complete, if the claims administrator upholds the denial, you will receive awritten explanation of the reasons and facts relating to the denial.

Filing A Second Appeal

Your Plan offers two levels of appeal. If you are not satisfied with the first level appeal decision,you have the right to request a second level appeal from Highmark within 45 days from receipt ofthe first level appeal determination. Highmark will notify you of the appeal determination within 30days after receiving the completed appeal for a pre-service denial and 30 days after receiving thecompleted post-service appeal.

Your decision to proceed with a second level review of a pre-service denial by Highmark isvoluntary. In other words, you are not required to pursue the second level review of a pre-servicedenial by Highmark before pursuing a claim for benefits in court under § 502 of ERISA. Shouldyou elect to pursue the second level review before filing a claim for benefits in court, the Plan:

Will not later assert in a court action that you failed to exhaust administrative remedies (i.e.you failed to proceed with a second level review) prior to the filing of the lawsuit;

Agrees that any statute of limitations applicable to the claim for benefits [will not commence(i.e. run) during the second level review; and

Types Of Claims

The timing of the claims appeal process is based on the type of claim you are appealing. Ifyou wish to appeal a claim, it helps to understand whether it is an:

urgent care request for benefits; pre-service request for benefits; post-service claim; or concurrent claim.


Will not impose any additional fee or cost in connection with the second level review.

Note: Upon written request and free of charge, any covered persons may examine documentsrelevant to their claim and/or appeals and submit opinions and comments. Highmark will reviewall claims in accordance with the rules established by the U.S. Department of Labor.

External Review Program

If, after exhausting your internal appeals, you are not satisfied with the final determination, youmay choose to participate in the external review program. This program applies to adversebenefit determinations that involve Medical Judgment

This external review program offers an independent review process to review the denial of arequested service or procedure or the denial of payment for a service or procedure. The processis available at no charge to you after exhausting the appeals process identified above and youreceive a decision that is unfavorable, or if Highmark fails to respond to your appeal within thetime lines stated below.

You may request an independent review of the final adverse benefit determination involving“medical judgment” (as defined above) or a rescission of coverage. Neither you nor Highmark willhave an opportunity to meet with the reviewer or otherwise participate in the reviewer’s decision.

All requests for an independent review must be made within four (4) months of the date youreceive the final adverse benefit determination. Note that for Highmark pre-service denials, thefour (4) month period begins to run from the date you received Highmark’s first-level adversebenefit determination. You, your treating physician or an authorized designated representativemay request an independent review by contacting the toll-free number on your ID card or bysending a written request to the address on your ID card.

The independent review will be performed by an accredited Independent Review Organization(IRO). The IRO will be engaged by Highmark and will have no material affiliation or interest withHighmark or with Rite Aid. Highmark will choose the IRO based on a rotating list of approvedIROs.

In certain cases, the independent review may be performed by a panel of physicians, as deemedappropriate by the IRO.

Within applicable timeframes of Highmark’s receipt of a request for independent review, therequest will be forwarded to the IRO, together with:

all relevant medical records; all other documents relied upon in making a decision on the case; and all other information or evidence that you or your Physician has already submitted to

Highmark.

If there is any information or evidence you or your physician wish to submit in support of therequest that was not previously provided, you may include this information with the request for anindependent review, and Highmark will include it with the documents forwarded to the IRO. Adecision will be made within applicable timeframes. If the reviewer needs additional information tomake a decision, this time period may be extended. The independent review process will beexpedited if you meet the criteria for an expedited external review as defined by applicable law.

The reviewer’s decision will be in writing and will include the clinical basis for the determination.The IRO will provide you and the vendor with the reviewer’s decision, a description of the


qualifications of the reviewer and any other information deemed appropriate by the organizationand/or as required by applicable law.

If the final independent decision is to approve payment or referral, the Plan will accept thedecision and provide benefits for such service or procedure in accordance with the terms andconditions of the Plan. If the final independent review decision is that payment or referral will notbe made, the Plan will not be obligated to provide benefits for the service or procedure.

You may contact Highmark at the toll-free number on your ID card for more information regardingyour external review rights and the independent review process.

Timing Of Appeals Determinations

Separate schedules apply to the timing of claims appeals, depending on the type of claim. Thereare three types of claims:

Urgent Care Request for Benefits - a request for benefits provided in connection withUrgent Care services;

Pre-Service Request for Benefits - a request for benefits which the Plan must approve orin which you must notify Highmark before non-Urgent Care is provided; and

Post-Service - a claim for reimbursement of the cost of non-Urgent Care that has alreadybeen provided.

The tables below describe the time frames which you and the claims administrator (Highmark)are required to follow.

Urgent Care Request for Benefits*



24 hours

You must then provide completed request for benefits to theclaims administrator within:

48 hours after receivingnotice of additionalinformation required

The claims administrator must notify you of the benefitdetermination within:

72 hours

If the claims administrator denies your request for benefits, youmust appeal an adverse benefit determination no later than:

180 days after receivingthe adverse benefitdetermination

The claims administrator must notify you of the appeal decisionwithin:

72 hours after receivingthe appeal

*You do not need to submit Urgent Care appeals in writing. You should call Highmark as soon aspossible to appeal an Urgent Care request for Benefits.










30 days after receivingthe second level appeal

Post-Service Claims

Type of Claim or Appeal Timing

If your claim is incomplete, the claims administrator must notifyyou within:

30 days

The claims administrator must notify you of the benefitdetermination once a completed claims is received:

30 days







30 days after receivingthe second level appeal

Authorized Representation

An authorized representative may act on your behalf with respect to a benefit claim or appealunder these procedures. However, no person will be recognized as an authorized representativeuntil the Plan receives an Appointment of Authorized Representative form signed by the claimant,except that for urgent care claims the Plan will, even in the absence of a signed Appointment ofAuthorized Representative form, recognize a health care professional with knowledge of theclaimant’s medical condition (e.g. the treating physician) as the claimant’s authorizedrepresentative unless the claimant provides specific written direction otherwise. An assignmentfor purposes of payment does not constitute appointment of an authorized representative underthese claims procedures. Once an authorized representative is appointed, the Plan will direct allinformation and notification regarding the claim to the authorized representative until the claimantprovides specific written direction otherwise. Any reference in these claims procedures toclaimant is intended to include the authorized representative of such claimant appointed incompliance with the above procedures.


An Appointment of Authorized Representative form may be obtained online through My BenefitsCenter accessible via rNation.riteaid.com or www.riteaidbenefits.com, or by calling the Rite AidBenefits Service Center at (800) 343-1390.

Concurrent Care Claims

If an on-going course of treatment was previously approved for a specific period of time ornumber of treatments, and your request to extend the treatment is an Urgent Care request forbenefits as defined above, your request will be decided within 24 hours. Highmark will make adetermination on your request for the extended treatment within 24 hours from receipt of yourrequest.

If an on-going course of treatment was previously approved for a specific period of time ornumber of treatments, and you request to extend treatment in a non-urgent circumstance, yourrequest will be considered a new request and decided according to post-service or pre-servicetimeframes, whichever applies.

Limitation of Action

You cannot bring any legal action against Rite Aid or the Claims Administrator to recoverreimbursement until 90 days after you have properly submitted a request for reimbursement asdescribed in this section and all required reviews of your claim have been completed. If you wantto bring a legal action against Rite Aid or the Claims Administrator, you must do so within threeyears from the expiration of the time period in which a request for reimbursement must besubmitted or you lose any rights to bring such an action against Rite Aid or the ClaimsAdministrator.

You cannot bring any legal action against Rite Aid or the Claims Administrator for any otherreason unless you first complete all the steps in the appeal process described in this section.After completing that process, if you want to bring a legal action against Rite Aid or the ClaimsAdministrator you must do so within three years of the date you are notified of our final decisionon your appeal or you lose any rights to bring such an action against Rite Aid or the ClaimsAdministrator.


Claim Procedures: Dental Plan

Dental plan claim forms may be obtained online at Delta Dental’s website,www.deltadentalins.com/riteaid, or you may call Delta Dental’s Customer Service Center at (800)471-4810

Complaints, Grievances and Appeals

Our commitment is to ensure quality throughout the entire treatment process: from the courtesyextended to participants by Delta Dental’s customer service representatives to the dental servicesprovided by Participating Dentists. If you have questions about any services received, werecommend that you first discuss the matter with your dentist. However, if you continue to haveconcerns, please call Delta Dental’s Customer Service Center at (800) 471-4810.

Delta Dental attempts to process all claims within 30 days. If a claim will be delayed more than30 days, Delta Dental will notify the enrollee in writing within 30 days stating the reason for delay.

Questions or complaints regarding eligibility, the denial of dental services or claims, the policies,procedures, or operations of Delta Dental, or the quality of dental services performed by thedentist may be directed in writing to Delta Dental or by calling Delta Dental toll-free at (800) 471-4810. You can also e-mail questions by accessing the “Contact Us” section of Delta Dental’s website at www.deltadentalins.com/riteaid.

A grievance is a written expression of dissatisfaction with the provision of services or claimspractices of Delta Dental. When you write, please include the name of the enrollee, the primaryenrollee’s name and enrollee ID, and your telephone number on all correspondence. You shouldalso include a copy of the claim form, Benefits Statement, Invoice or other relevant information.

Appeals

Any dissatisfaction with adjustments made or denials of payment should be brought to DeltaDental’s attention, and if unresolved to your satisfaction, to the Plan Administrator. The PlanAdministrator will advise you of your rights of appeal or other recourse.

Appeals on claims denied must be submitted in writing. The following section explains the claimreview and appeal process and time limits applicable to such process. This information can alsobe found in your Benefits Statement.

If a post-service claim is denied in whole or in part, Delta Dental will notify you and your attendingdentist of the denial in writing within 30 days after the claim is filed, unless special circumstancesrequire an extension of time, not exceeding 14 days, for processing. If there is an extension, youand your attending dentist will be notified of the extension and the reason for the extension withinthe original 30-day period. If an extension is necessary because either you or your attendingdentist did not submit the information necessary to decide the claim, the notice of extension willspecifically describe the required information. You or your attending dentist will be afforded atleast 45 days from receipt of the notice within which to provide the specific information. Theextension period (15 days) – within which a decision must be made by Delta Dental – will begin torun from the date on which the response is received by the plan (without regard to whether all ofthe requested information is provided) or, if earlier, the due date established by the plan forfurnishing the requested information (at least 45 days).

The notice of denial shall explain the specific reason or reasons why the claim was denied inwhole or in part, including a specific reference to the pertinent contract provisions on which thedenial is based, a description of any additional material or information necessary for you toperfect the claim and an explanation as to why such information is necessary. The notice of


denial shall also contain an explanation of Delta Dental’s claim review and appeal process andthe time limits applicable to such process, including a statement of the enrollee’s right to bring acivil action under ERISA upon completion of Delta Dental’s second level of review. The noticeshall refer to any internal rule, guideline, and protocol that was relied upon (and that a copy willbe provided free of charge upon request). The notice shall state that if the claim denial is basedon lack of dental necessity, experimental treatment or a clinical judgment in applying the terms ofthe contract, an explanation is available free of charge upon request by you or your attendingdentist.

If you or your attending dentist wants the denial of benefits reviewed, you or your attendingdentist must write to Delta Dental within 180 days of the date on the denial letter. In the letter,you or your attending dentist should state why the claim should not have been denied. Also anyother documents, data, information or comments which are thought to have bearing on the claimincluding the denial notice should accompany the request for review. You or your attendingdentist are entitled to receive upon request and free of charge reasonable access to and copiesof all documents, records, and other information relevant to the denied claim. The review willtake into account all comments, documents, records, or other information, regardless of whethersuch information was submitted or considered in the initial benefit determination.

The review shall be conducted on behalf of Delta Dental by a person who is neither the individualwho made the claim denial that is the subject of the review, nor the subordinate of suchindividual. If the review is of a claim denial based in whole or in part on a lack of dental necessity,experimental treatment, or a clinical judgment in applying the terms of the contract, Delta Dentalshall consult with a dentist who has appropriate training and experience in the pertinent field ofdentistry and who is neither the Delta Dental dental consultant who made the claim denial nor thesubordinate of such consultant. The identity of the Delta Dental dental consultant whose advicewas obtained in connection with the denial of the claim whether or not the advice was relied uponin making the benefit determination is also available to you or your attending dentist on request.In making the review, Delta Dental will not afford deference to the initial adverse benefitdetermination.

If after review, Delta Dental continues to deny the claim, Delta Dental will notify you and yourattending dentist in writing of the decision on the request for review within 30 days of the date therequest is received. Delta Dental will send to you or your attending dentist a notice, whichcontains the specific reason or reasons for the adverse determination and reference to thespecific contract provisions on which the benefit determination is based. The notice shall statethat you are entitled to receive, upon request and free of charge, reasonable access to, andcopies of all documents, records and other information relevant to your claim for benefits. Thenotice shall refer to any internal rule, guideline, and protocol that was relied upon (and that a copywill be provided free of charge upon request). The notice shall state that if the claim denial isbased on lack of dental necessity, experimental treatment or a clinical judgment in applying theterms of the contract, an explanation is available free of charge upon request by either you oryour attending dentist. The notice shall also state that you have a right to bring an action underERISA upon completion of Delta Dental’s second level of review, and shall state: “You and yourplan may have other voluntary alternative dispute resolution options, such as mediation. Oneway to find out what may be available is to contact your local U.S. Department of Labor Officeand your State insurance regulatory agency.”

If in the opinion of you or your attending dentist, the matter warrants further consideration, you oryour attending dentist should advise Delta Dental in writing as soon as possible. The matter shallthen be immediately referred to Delta Dental’s Dental Affairs Committee. This stage can include aclinical examination, if not done previously, and a hearing before Delta Dental’s Dental AffairsCommittee if requested by you or your attending dentist. The Dental Affairs Committee will rendera decision within 30 days of the request for further consideration. The decision of the DentalAffairs Committee shall be final insofar as Delta Dental is concerned. Recourse thereafter would


be to the state regulatory agency, a designated state administrative review board, or to the courtswith an ERISA or other civil action.

Send your grievance, appeal, or claims review request to Delta Dental at the address shownbelow:

Delta DentalOne Delta Drive

Mechanicsburg, PA 17055


Notice of Privacy Practices

This notice describes how medical information about you may be used and disclosed andhow you can get access to this information

The Rite Aid Corporation Master Welfare Benefit Plan (the Plan) will create, receive and maintainrecords that contain health information about you as necessary to administer the Plan andprovide you with health care benefits. This notice describes the Plan’s health information privacypolicy and practices. The notice informs you of the ways the Plan may use and disclose healthinformation about you, and describes your rights and the obligations of the Plan regarding the useand disclosure of your health information.

Pledge Regarding Health Information Privacy

The privacy practices of the Plan are designed to safeguard confidential health information(including genetic information) that identifies you, and which relates to a physical or mental healthcondition or the payment of your health care expenses. This identifiable health information willnot be used or disclosed without a written authorization from you, except as described in thisnotice or as otherwise permitted by applicable health information privacy laws.

Privacy Obligations of the Plan

The Plan is required by law to:

make sure that health information that identifies you is kept private; provide you with this notice of the Plan’s legal duties and privacy practices with respect to

health information about you; and abide by the terms of this notice.

How the Plan May Use and Disclose Health Information About You

The different ways that the Plan may use and disclose your health information are describedbelow.

For Payment. The Plan will use and disclose your health information to properly pay forclaims for health care treatment, services and supplies that you receive from health careproviders. For example, the Plan may receive and maintain information regarding aperson’s surgical procedure so as to enable the Plan to process the hospital’s claim forpayment of the surgical procedure.

For Health Care Operations. The Plan may use and disclose your health information toenable it to perform its operations or to facilitate the provision of benefits to personscovered under the Plan. For example, the Plan may use your health information todevelop ways to reduce health care costs or to arrange for medical review.

For Treatment. The Plan may use and disclose your health information to a health careprovider who renders treatment on your behalf. For example, a pharmacist may beprovided with your prescription history in order to detect potential drug interactions.

To the Company. The Plan may disclose your health information to designated Companypersonnel so they can carry out their Plan-related administrative functions, including theuses and disclosures described in this notice. These individuals will protect the privacy ofyour health information and ensure that it is used only as described in this notice or aspermitted by law.


To a Business Associate. The Plan may disclose health information to other persons ororganizations, known as business associates, who provide services on the Plan’s behalf.For example, the Plan may hire an administrative firm to process claims made under thePlan. To protect your health information, the Plan requires its business associates toappropriately safeguard the health information disclosed to them.

Treatment Alternative. The Plan may use and disclose your health information to informyou of possible treatment options or alternatives that may be of interest to you.

Health-Related Benefits and Services. The Plan may use and disclose your healthinformation to inform you of health-related benefits or services that may be of interest toyou.

Individual Involved in Your Care or Payment of Your Care. The Plan may disclose healthinformation to a close friend or family member involved in or who helps pay for yourhealth care.

As Required by Law. The Plan will disclose your health information when required to doso by federal, state or local law.

Special Use and Disclosure Situations

The Plan may also use or disclose your health information under the circumstances describedbelow.

Judicial and Administrative Proceedings. The Plan may disclose your health informationin response to a court or administrative order, a subpoena, warrant, discovery request orother lawful process.

Law Enforcement. The Plan may release your health information if asked to do so by alaw enforcement official. For example, the Plan may disclose health information to apolice officer if needed to help find or identify a missing person.

Workers’ Compensation. The Plan may disclose your health information as necessary tocomply with applicable workers’ compensation or similar laws.

To Avert Serious Threat to Health or Safety. The Plan may use and disclose your healthinformation when necessary to prevent a serious threat to your health and safety, or tothe health and safety of the public or another person.

Public Health Activities. The Plan may disclose health information about you for publichealth activities, such as providing information to an authorized public health authority forthe purpose of preventing or controlling a disease, injury or disability.

Health Oversight Activities. The Plan may disclose your health information to a healthoversight agency for audits, investigations, inspections and licensure necessary for thegovernment to monitor the health care system and government programs, or to ascertaincompliance with applicable civil rights laws.

Specified Government Functions. In certain circumstances, federal regulations requirethe Plan to use or disclose your health information to facilitate specified governmentfunctions related to the military and veterans, national security and intelligence activities,protective services for the President and others, and correctional institutions and inmates.


Coroners and Medical Examiners. The Plan may release your health information to acoroner or medical examiner. This may be necessary, for example, to identify the causeof a person’s death.

Other Uses and Disclosures of Health Information

Other uses and disclosures of health information not covered by this notice or by the laws thatapply to the Plan will be made only with your written authorization. If you authorize the Plan touse or disclose your health information, you may revoke the authorization, in writing, at any time.If you revoke your authorization, the Plan will no longer disclose or use your health information forthe reasons covered by your written authorization. However, the Plan will not retract any uses ordisclosures previously made as a result of your prior authorization.

Protection of Genetic Information

Genetic information about you or your family members may not be used or disclosed by the Planfor activities relating to the creation, renewal, or replacement of a contract of health insurance orhealth benefits, or for any other underwriting purpose.

Notification of Significant Breach of Privacy of Health Information

You will be promptly notified if the Plan or a business associate discovers a significant breach ofthe privacy of your health information. The Department of Health and Human Services will alsobe notified of the breach. A breach is considered to be significant if it exposes you to asubstantial risk of financial, reputational or other harm.

Your Rights Regarding Your Health Information

You have the rights regarding your health information that are described below.

Right to Inspect and Copy. You have the right to inspect and copy your healthinformation maintained by the Plan. Your request must be in writing and should besubmitted to the Privacy Official. The Plan may charge a fee for the costs of copying andmailing your request. In limited circumstances, the Plan may deny your request toinspect and copy your health information. Generally, if you are denied access to healthinformation, you may request a review of the denial.

Right to Amend. If you feel that your health information maintained by the Plan isincorrect or incomplete, you may ask the Plan to amend it. You have the right to requestan amendment for as long as the information is maintained by the Plan.

To request an amendment, you must send a detailed request in writing to the PrivacyOfficer. You must provide the reasons supporting your request. The Plan may deny yourrequest if the health information requested to be amended is in fact accurate andcomplete, not created by the Plan, not part of the health information maintained by thePlan, or not information that you are otherwise permitted to inspect and copy.

Right to an Accounting of Disclosures. You have the right to request a list of your healthinformation that has been disclosed by the Plan, other than disclosures made (i) fortreatment, payment or health plan operations; (ii) to you, or to a person involved in yourcare; (iii) to a law enforcement custodial official, or for national security purposes; or (iv)in a manner which removed information that identified you.

The request must be made in writing to the Privacy Officer. The request must specify thetime period for which you are requesting the information (for example, disclosures madeduring the six months preceding the date of the request). The Plan is not required toprovide an accounting for disclosures made more than six years prior to the request.


Right to Request Restrictions. You may request restrictions on the Plan’s use anddisclosure of your health information for treatment, payment or health care operationpurposes. You also have the right to request a restriction on the Plan’s disclosure of yourhealth information to someone involved in the payment of your care. For example, youmay request that the Plan not disclose to a family member information regardingparticular surgery that you have had.

A request for restrictions must be made in writing to the Privacy Officer. However, thePlan is not required to agree to your request unless (i) the disclosure is to be made by thePlan to another health plan for purposes of carrying out payment or health careoperations (rather than for treatment purposes); (ii) the health information pertains solelyto a health care item or service for which the health care provider involved has been paidout-of-pocket in full; and (iii) the Plan is not otherwise obligated by law to disclose thehealth information.

Right to Receive Confidential Communications. You have the right to request that thePlan communicate with you in a certain way if you feel the disclosure of your healthinformation could endanger you. For example, you may ask that the Plan onlycommunicate with you at a certain telephone number or by email.

If you wish to receive confidential communications, please make your request in writing tothe Privacy Officer. Your request must specify how or where you wish to be contacted.The request must also include a statement that the disclosure of all or part of theinformation to which the request pertains could endanger you. The Plan will attempt tohonor your reasonable requests for confidential communications.

Right to Receive Certain Information in Electronic Format. If the Plan uses or maintainsyour health information in an electronic format, then upon your request, the Plan willprovide you with a copy of your health information in such format. In addition, upon yourrequest, the Plan will transmit the copy directly to an entity or person you designate,provided that the directive is clear and specific. A request for an electronic copy of yourhealth information should be submitted to the Privacy Officer.

Right to a Paper Copy of This Notice. You have a right to request and receive a papercopy of this notice at any time, even if you have previously received this notice. Toobtain a paper copy, please contact the Privacy Officer.

You also may obtain a copy of the current version of the notice at the Plan’s web site which isaccessible through My Benefits Center at rNation.riteaid.com, or by logging on towww.riteaidbenefits.com.

Changes to this Notice

The Plan reserves the right to change the terms of this notice at any time in the future. If thenotice is revised, the provisions of the new notice will apply to all health information thereaftermaintained by the Plan. Until such time as a notice is revised, the Plan is required by law tocomply with the current version of the notice.

Complaints

Concerns or complaints about the Plan’s safeguarding of your health information should bedirected to the Privacy Officer. The Plan will not retaliate against you in any way for filing acomplaint. All complaints must be submitted in writing. If you believe your privacy rights havebeen violated, you may also file a complaint with the Office of Civil Rights, U.S. Department ofHealth and Human Services.


Privacy Officer

If you have any questions regarding the matters covered by this notice, please contact the Plan’sdesignated Privacy Officer, as follows: Privacy Officer, Rite Aid Corporation, PO Box 3165,Harrisburg, PA 17105, (717) 761-2633.


Statement of ERISA Rights

As a participant in this Plan you are entitled to certain rights and protections under the EmployeeRetirement Income Security Act of 1974 (ERISA).

Information About Your Plan and Benefits

ERISA provides that all Plan participants are entitled to:

Examine, without charge, at Rite Aid Corporation’s corporate office and at other specifiedlocations such as worksites, all documents governing the Plan, including insurancecontracts, and a copy of the latest annual report (Form 5500 Series) filed by the Plan withthe U.S. Department of Labor, and available at the Public Disclosure Room of theEmployee Benefits Security Administration.

Obtain, upon written request to the Group Vice President, Compensation, Benefits, andShared Services of Rite Aid Corporation, copies of documents governing the operation ofthe Plan, including insurance contracts and collective bargaining agreements, and copiesof the latest annual report (Form 5500 Series) and the updated summary plandescription. Rite Aid may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual Form 5500. Rite Aid is required by law tofurnish each participant with a copy of this summary annual report.

Continue Group Health Plan Coverage

You also have the right to continue health care coverage for yourself, your spouse or yourdependents if there is a loss of coverage under the Plan as a result of a qualifying event. You oryour dependents may have to pay for such coverage. Review this summary plan description andthe documents governing the Plan on the rules governing your COBRA continuation coveragerights.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who areresponsible 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 otherPlan participants and beneficiaries. No one, including your employer or any other person, mayfire you or otherwise discriminate against you in any way to prevent you from obtaining a benefitor exercising your rights under ERISA.

Enforcing Your Rights

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

Under ERISA, there are steps you can take to enforce the above rights. For instance, if yourequest a copy of Plan documents or the latest annual report (Form 5500) from the Plan and donot receive them within 30 days, you may file suit in a federal court. In such a case, the courtmay require Rite Aid Corporation, as Plan Administrator, to provide the materials and pay you upto $110 a day until you receive the materials, unless the materials were not sent because ofreasons beyond the control of the administrator.


If you have a claim for benefits that is denied or ignored, in whole or in part, you may request areview of the claim denial. That request must be made in accordance with the Plan’s claimprocedures. If the claim is denied at the appeal level, you may then file suit in a Federal court. Inaddition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status ofa medical child support order and you have exhausted the plan’s internal administrativeprocedures pertaining to such procedures, you may file suit in a Federal court.

If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminatedagainst for asserting your rights, you may seek assistance from the U.S. Department of Labor, oryou may file suit in 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 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 yourclaim is frivolous.

Assistance With Your Questions

If you have any questions about your plan, you should contact Rite Aid Corporation. If you haveany questions about this statement or about your rights under ERISA, or you need assistance inobtaining documents from the Plan Administrator, you should contact the nearest office of theEmployee Benefits Security Administration, U.S. Department of Labor (listed in your telephonedirectory) or contact the Division of Technical Assistance and Inquiries, Employee BenefitsSecurity Administration, U.S. Department of Labor, 200 Constitution Avenue, NW,Washington, D.C. 20210. You may also obtain certain publications about your rights andresponsibilities under ERISA by calling the publications hotline of the Employee Benefits SecurityAdministration.


Information About The Plan

General information regarding the sponsorships and administration of the Plan is set forth below.

1. The Plan's official name is: Rite Aid Corporation Master Welfare Benefit Plan

2. The Plan Sponsor and Plan Administrator is:

Rite Aid CorporationP.O. Box 3165Harrisburg, PA 17105-3165(717) 761-2633

3. The Plan Number assigned by the Plan Sponsor is: 501

4. The IRS Employer Identification Number (EIN) of the Sponsor is: 23-1614034

5. The Plan’s agent for legal process is:

Group Vice President, Compensation, Benefits and Shared ServicesRite Aid CorporationP.O. Box 3165Harrisburg, PA 17105-3165

The records of the health plan are kept on the basis of a policy year which begins on July1st and ends on the following June 30th. The plan year for government reportingpurposes is March 1 through the last day of February.

6. The Plan is an employee benefits plan providing medical, dental, vision, prescriptiondrug, employee assistance, long term disability, group term life insurance, accidentaldeath and dismemberment insurance, and dependent care assistance benefits.

Amendment or Termination of Plan

Rite Aid intends to continue to maintain the Plan indefinitely. However, it reserves the right at anytime and from time to time to amend or terminate in whole or in part any of the provisions of thePlan or any of the benefit programs forming part of the Plan. Any such amendment or terminationmay take effect retroactively or otherwise. In the event of a termination or reduction of benefitsunder the Plan or any benefit program, the Plan will be liable only for benefit payments due andowing as of the effective date of such termination or reduction, and no payments scheduled to bemade on or after such effective date will result in any liability to the Plan or Rite Aid.


Appendix

Contract Administrators

The companies listed below provide claims processing and other administrative services to thePlan on a contract (third party) administration basis. However, they do not underwrite orotherwise guarantee the payment of the benefits under the Plan.

All medical plan benefits will be offered through Highmark Blue Cross Blue Shield orUnitedHealthcare. You carrier will be determined based on the state where you live, as follows:

Highmark covers associated who live in Indiana, Michigan, New York, North Carolina, Ohio,Pennsylvania, South Carolina, Virginia and West Virginia

UnitedHealthcare covers associates in all other states.

Harvard Pilgrim Health Care is the Plan’s Claims Administrator for Covered Persons who residewithin the state of Massachusetts, Maine and New Hampshire.

The third party administrator for the medical plans in Indiana, Michigan, New York, NorthCarolina, Ohio, Pennsylvania, South Carolina, Virginia and West Virginia identified on yourenrollment worksheet and confirmation statement is:

Highmark Blue ShieldPO Box 890173Camp Hill, PA 17089 0173(866) 246-9309

The third party administrator for the medical plans in all other states and identified on yourenrollment worksheet and confirmation statement is:

UnitedHealthcareP.O. Box 740800Atlanta, GA 30374-0800(877) 440-5978

The third party administrator for the medical plans in Massachusetts, Maine and New Hampshireis Harvard Pilgrim Health Care:

You may contact the Claims Administrator by phone at the number on your ID card or in writingat:

United HealthCare Services, Inc.185 Asylum St.Hartford, CT 06103-3408

HPHC Insurance Company93 Worcester StreetWellesley, MA 02481-9181


The third party administrator for the prescription drug benefit program is:

Rite Aid Health Solutions30 Hunter LaneCamp Hill, PA 17011(800) 277-1657

The third party administrator for the dental PPO benefit program is:

Delta DentalOne Delta DriveMechanicsburg, PA 17055(800) 471-4810

The third party administrator for the flexible spending account benefit program is:

UnitedHealthcareP.O. Box 740800

Atlanta, GA 30374-0800(877) 440-5978

The third party administrator for Work/Life Consultation and Referral Service benefit program(including EAP services) is:

RIEAS300 Centerville RoadSuite 301 SouthWarwick, RI 02886(800) 833-0453

Insurance Companies

The contact information for insurance companies that underwrite the benefits under particularbenefit programs is set forth below. The insurance companies are responsible for the paymentand the administration of the claims made under the benefit program.

The insurance company for the vision program is:

Vision Service Plan Insurance Company3333 Quality DriveRancho Cordova, CA 95670

The insurance company for the life insurance, basic accidental death and dismembermentprogram and long term disability is:

The Prudential Insurance Company of America751 Broad St.Newark, NJ 07102

The insurance company for the additional accident program is:

Hartford Life Group Insurance Company2 North LaSalle Street, Suite 2500Chicago, IL 60602


The insurance company for the group legal program is:

Hyatt Legal Plans, Inc.1111 Superior AvenueCleveland, OH 44114-2507

The insurance company for the business travel accident coverage is:

National Union Fire Insurance Company of Pittsburgh, PA70 Pine StreetNew York, NY 10270

This Appendix identifies the contract administrators and insurance companies for the Plan as ofJuly 1, 2011.