BT U.S. PENSION PLAN NOTICE OF PLAN BENEFITS NAME OF CONTRIBUTING SPONSOR: EMPLOYER IDENTIFICATION/PLAN NUMBER: BT Americas Holding Inc. 20-2458368/001 This NOTICE OF PLAN BENEFITS gives information about your Plan benefits that you had earned through December 20, 1992 (the date benefit accruals under the Plan stopped) or, if earlier, your termination of employment. The Plan terminated on April 30, 2012. For purposes of this NOTICE, the estimated Plan termination distribution date is February 1, 2013, although actual distribution of Plan benefits could occur earlier or later than that date, depending on when all governmental approvals are received. Distribution of Plan benefits will not take place until the Plan receives all necessary government approvals. (See the section at the end of this NOTICE entitled, “Other Information”.) Earlier distribution is permitted only if you are or become eligible for immediate distribution, such as if: (1) you terminate employment before the Plan termination distribution date, or you have already terminated employment and are entitled to benefits under the Plan (see the section of this NOTICE entitled, “If You Want to Receive Your Benefit Before the Plan Termination Distribution Date”); or (2) you die and your beneficiary is entitled to benefits under the Plan (see the section of this NOTICE entitled, “Death Benefits”). Note for Participants Over Age 65: If you terminate employment before the Plan termination distribution date, or you have already terminated employment and you are age 65 or older, you are required to begin receiving your benefits as of your Normal Retirement Date or, if later, the first day of the month on or next following your termination of employment. If this applies to you, it is imperative that you immediately apply for your benefits by calling The BT U.S. Pension Plan Administration Center, toll free, at (877) 495-0881. If you are outside the U.S., please call 414-319-8154 (this number is not toll free). If you are the beneficiary of a deceased participant or an alternate payee, please see the section of this NOTICE entitled, “Surviving Spouses or Alternative Payees Under Qualified Domestic Relations Orders (‘QDROs’)”. Your BENEFIT STATEMENT and Personal Data – CORRECTION PROCEDURE The attached BENEFIT STATEMENT shows the personal data used to calculate your benefits and the estimated amount of your Plan benefits. Please carefully review the data shown on the attached BENEFIT STATEMENT. If you believe all the data is correct and complete, no further action is required by you at this time. The benefit information shown on your BENEFIT STATEMENT has been taken from the final frozen benefit statement previously provided to you. If you believe any of this information is different from your final statement, please provide a copy of your final statement. If you believe any of the data is not correct or if you can supply any missing information, please note your corrections on a copy of your BENEFIT STATEMENT and attach applicable documentation to support any corrections you make. For example, if you correct your date of birth or your spouse’s date of birth, please provide a copy of the applicable birth certificate, driver’s license or U.S. passport. If you have a correction indicating that you have a Domestic Relations Order, such as to divide your benefit with a former spouse, you must attach a copy of the Order. If you correct any employment or compensation data, please provide applicable documentation, such as pay statements or prior benefit statements. If you correct your marital status, please provide a copy of your marriage license or divorce papers, as applicable. Please return the corrected BENEFIT STATEMENT and any supporting documentation to The BT U.S. Pension Plan Administration Center no later than August 31, 2012. (See the last sentence at the end of this NOTICE under “Other Information” for the address.) Be sure and make a copy of the material for your files before you mail it. If you do not return your corrected BENEFIT STATEMENT and documentation by August 31, 2012, your benefits under the Plan termination may be based on your personal data and benefit amount shown on the attached BENEFIT August 1, 2012 Page 1 of 6 Syntegra Active and Deferred Participants STATEMENT. If you fail to correct inaccurate information, your payment elections under the Plan termination process could be delayed. The benefit amounts shown on your BENEFIT STATEMENT are estimates based on currently available information. Please understand that the actual amounts will be based on the actual distribution date and on your age and other factors in effect under the Plan at that time. Benefits paid may be greater than or less than the estimates. Plan Termination Immediate Payment Options Special immediate payment options, which otherwise would not be available under the Plan, are available in connection with the Plan termination and are described below. Normally, you cannot receive your benefits from the Plan if you are working for BT. Generally, vested benefits are not payable until you terminate employment. Refer to your copy of the Summary Plan Description (SPD) for details on when and how benefits are payable under the Plan. Under the Plan termination procedures however, you will have the opportunity to elect an immediate full lump sum distribution as of the Plan termination distribution date, even if you are still employed with BT and regardless of your age. The law requires that the Plan must also offer you an immediate monthly annuity payable as of the Plan termination distribution date equal to your Accrued Benefit (payable as a Life Annuity at your Normal Retirement Date), reduced for early commencement in accordance with the terms of the Plan. The immediate lump sum distribution and immediate annuity options are: Plan Termination Immediate Lump Sum Option In connection with the Plan termination procedures, during the Plan termination election period, the Plan will offer an optional full lump sum distribution, payable as of the Plan termination distribution date, equal to the present value of your Accrued Benefit at your Normal Retirement Date or, if later, as of the Plan termination distribution date; however, if you participated in the Plan prior to August 31, 1991, your lump sum will include the value of any early retirement benefit to which you were entitled as of August 31, 1991. You and your spouse, if you are married, must consent in writing to payment of the optional lump sum and waive your rights to an annuity. A lump sum present value takes into account all expected future lifetime monthly benefit payments, and discounts each of those payments for interest. For example, a payment of $1 payable ten years from now has a lump sum present value of less than $1 today, so that the lump sum today plus interest accumulating for ten years would grow to that $1 payment. The higher the interest rate, the lower the lump sum, because the interest accumulation covers a larger proportion of the expected future monthly payments. Under the Plan provisions, the lump sum present value of your Accrued Benefit is based on the “applicable mortality table” and “applicable interest rate” under Internal Revenue Code Section 417(e), as published by the IRS and defined in the Plan document in Sections 1.47 and 1.48. See IRS Revenue Ruling 2007-67 for a description of the applicable mortality table under Internal Revenue Code Section 417(e)(3)(B). The Plan uses the applicable mortality table in effect on the first day of the Plan Year (January 1) in which the distribution occurs. The applicable interest rate is based on the corporate bond yield curve and is a threesegment rate. The Plan uses the applicable interest rate in effect for the month of October (published in November) immediately preceding the first day of the Plan Year (January 1) in which the distribution occurs. The lump sum amount shown on your BENEFIT STATEMENT is based on the 2012 applicable mortality table and the applicable interest rate for the month of October, 2011, as follows: 2.09% for payments during the first five years, 4.56% for payments during the following 15 years and 5.50% for payments made more than 20 years in the future. The applicable mortality table and applicable interest rate may change before the actual Plan termination distribution date, depending on the year in which the Plan termination distribution date occurs. In any event, the amount of your lump sum will not be less than your employee contributions plus interest, at eight percent (8.0%) per annum, as of the Plan termination distribution date. August 1, 2012 Page 2 of 6 Syntegra Active and Deferred Participants Plan Termination Immediate Annuity Option In connection with the Plan termination procedures, the Plan will offer an immediate monthly annuity, payable beginning as of the Plan termination distribution date. The amount of the annuity will be based on your Accrued Benefit reduced for early commencement, as applicable, in accordance with the terms of the Plan. The immediate monthly annuity option(s) available to you are limited and will depend on your marital status, as follows: If you are married at the Plan termination distribution date, you will be offered a 50% or a 75% Joint and Survivor Annuity. A Joint and Survivor Annuity pays a monthly benefit actuarially reduced in accordance with the terms of the Plan. The amount of the reduction depends upon the ages of you and your spouse and the survivor percentage you elect. This benefit is payable as long as you live. Upon your death, a monthly survivor benefit equal to 50% or 75% (whichever you elect) of the monthly amount you were receiving is payable to your surviving spouse for life. If, upon the death of both you and your spouse, the total payments made by the Plan are less than your employee contributions plus interest as of the date your benefit payments begin, then the remainder will be paid in one lump sum to the estate of the last survivor. If you are not married at the Plan termination distribution date, you will be offered a Life Annuity. A Life Annuity pays a monthly benefit to you as long as you live. Benefit payments stop upon your death, with no survivor benefits. However, if the total payments made to you are less than your remaining employee contributions plus interest as of the date your benefit payments begin, then the remainder will be paid in one lump sum to your beneficiary. If you elect an immediate annuity, the Plan will purchase an immediate annuity contract on your behalf from an insurance company. The annuity contract will provide your benefits payable to you beginning as of the Plan termination distribution date under the annuity option you elected. Once the Plan termination election period ends, you will not be able to change the payment option you elected. Note about the Plan Termination Immediate Lump Sum and the Plan Termination Immediate Annuity choices: If you choose an immediate lump sum or if you choose an immediate annuity, you will be foregoing other payment options that would have been available to you at your Early or Normal Retirement Date, as described below under “Plan Termination Deferred Payment Option”. Plan Termination Deferred Payment Option If you do not elect a full lump sum distribution or an immediate annuity during the Plan termination election period (or your spouse, if you are married, does not consent to your lump sum distribution), the Plan will purchase a deferred annuity contract on your behalf from an insurance company. The deferred annuity contract will provide the benefits in accordance with the standard timing and annuity payment forms currently under the Plan, as shown below. Under the deferred annuity contract, you would be eligible for benefits at any time, as long as you have terminated employment with BT (but not later than your normal retirement date or, if later, the first day of the month on or next following your termination of employment). Note that if your benefit payments begin before you attain age 65, your benefit will be reduced for early commencement in accordance with the terms of the Plan. Refer to your copy of the Summary Plan Description for details on when and how benefits are payable under the Plan. Once the Plan termination election period ends, you will still be able to elect any of the other standard payment forms, including the full lump sum distribution currently available under the Plan, as shown below. Your election would be made by contacting the insurance company when you are ready to receive your Plan benefits. The forms of benefit payment available under the Plan are described below. All the forms of payment are actuarially equivalent in value, in accordance with the terms of the Plan. Under all payment forms, upon the death of both you and your beneficiary, as applicable, if the total payments made by the Plan are less than your employee contributions plus interest as of the date your benefit payments begin, then the remainder will be paid in one lump sum to the beneficiary of the last survivor or, in the case of the Life Annuity, to your beneficiary. (1) Life Annuity: pays you a monthly benefit for as long as you live. Upon your death, all benefit payments will stop and no survivor benefits will be paid. August 1, 2012 Page 3 of 6 Syntegra Active and Deferred Participants (2) 50%, 75% or 100% Qualified Joint and Survivor Annuity (only if you are married): pays you a reduced monthly benefit for as long as you live and, upon your death, will continue to pay your surviving spouse a monthly benefit for the rest of his or her life. If your spouse dies before you, the reduced payments you are receiving will not be increased and benefit payments will stop upon your death. (3) Life Income With a 120 or 180 Month Certain Period Annuity: pays you a reduced monthly benefit for as long as you live and may provide monthly benefits to your beneficiary. If you die after receiving at least the certain period payments, benefits will stop when you die. However, if you die before receiving the certain period payments, your beneficiary will receive the remaining number of certain period payments. If you elect this option, then the certain period cannot exceed your life expectancy under IRS rules. (4) 50% or 100% Joint and Survivor Annuity: pays you a reduced monthly benefit for as long as you live and, upon your death, will continue to pay your non-spouse beneficiary a monthly benefit for the rest of his or her life. If your beneficiary dies before you, the reduced payments you are receiving will not be increased and benefit payments will stop upon your death. If your non-spouse beneficiary is more than 10 years younger than you, your benefit amount under the Joint and 100% Survivor Annuity option may have to be adjusted and the survivor percentage may have to be reduced to the maximum allowed under IRS rules. (5) Social Security Level Income Annuity: if you retire early, prior to age 62, this option provides you larger monthly benefits prior to age 62 and smaller monthly benefits after age 62. The monthly benefit amount is calculated to provide you a total monthly income, including your Social Security benefit, which is approximately the same amount both before and after your Social Security benefits begin at age 62. The amount of your Social Security benefit at age 62 is estimated under established Plan procedures. This estimate may be larger or smaller than your actual Social Security award. Under this option, no further benefits will be payable after your death. You may, however, elect this option with a 100% joint and survivor continuation so that upon your death, payments equal to 100% of what you were receiving will continue to your beneficiary for life. (6) Lump Sum: pays you a single lump sum amount equal to the present value of your benefit payable at age 65 or retirement age, if greater; however, if you participated in the Plan prior to August 31, 1991, your lump sum benefit will include the value of any early retirement benefit to which you were entitled as of August 31, 1991. Once you receive a lump sum distribution, no further benefit will be payable from the Plan. If you are married, your spouse must consent in writing to your election before a notary public, unless you elect a Qualified Joint and Survivor Annuity. If you choose a payment option where you designate someone other than your spouse as your beneficiary, your spouse must consent to your designation, as well. Note about Benefits Before Age 55: Because lump sum benefits are available before age 55 after you terminate employment and apply for benefits, the Plan also permits payment of monthly benefits before age 55. Monthly benefit payments which begin before age 55 may be paid only in the form of an immediate Life Annuity if you are unmarried, and if you are married, such benefits may be paid only in the form of a 50% or 75% Qualified Joint and Survivor Annuity (whichever you elect). Other optional payment methods listed above are not available before age 55. Remember, your payment option election under the deferred annuity contract would be made through the insurance company at the time of your retirement. If You Want to Receive Your Benefit Before the Plan Termination Distribution Date If you terminate employment with BT before the Plan termination distribution date or you have already terminated employment, you may apply to have your benefits begin at any time by contacting The BT U.S. Pension Plan Administration Center. (See the last sentence at the end of this NOTICE under “Other Information”.) If you start your benefits before the Plan termination distribution election period begins, you will still be eligible to elect, during the Plan termination election period, a lump sum equal to the present value of your expected future monthly payments, subject to spousal consent. Refer to your copy of the Summary Plan Description for details on when and how benefits are payable under the Plan. August 1, 2012 Page 4 of 6 Syntegra Active and Deferred Participants Note for Participants Over Age 65: If you terminate employment before the Plan termination distribution date, or you have already terminated employment and you are age 65 or older, you are required to begin receiving your benefits as of your Normal Retirement Date or, if later, the first day of the month on or next following your termination of employment. If this applies to you, it is imperative that you immediately apply for your benefits by calling The BT U.S. Pension Plan Administration Center, toll free, at (877) 495-0881. If you are outside the U.S., please call 414-319-8154 (this number is not toll free). Death Benefits If you die before you receive a distribution, the following death benefits will apply. If you die before benefit payments begin, and you and your spouse have been married to each other for at least one year as of the date of your death, a monthly survivor benefit will be payable to your spouse for life. Your eligible spouse’s benefit is payable at what would have been your age 65 or, if later, following your date of death. Alternatively, your eligible spouse may elect to commence receiving the survivor benefits prior to the date you would have attained age 65 on an actuarially reduced basis. The monthly amount of the survivor benefit is equal to 50% of the monthly amount you would have received upon retirement if you had elected the 50% Joint and Survivor Annuity form of payment, as described above. Instead of the lifetime monthly pension, your surviving eligible spouse may elect to receive the present value of his or her benefit in a single lump sum payment. If you die before benefit payments begin and you are not married or you have been married for less than one year as of the date of your death, your beneficiary will receive a lump sum equal to your employee contributions plus interest. The lump sum will be paid to your beneficiary as soon as practicable following your death. If you have not designated a beneficiary or your beneficiary is not living at the time of your death, the lump sum will be paid to your estate. If you die after benefit payments begin, death benefits depend on the form of payment you elected. Surviving Spouses or Alternate Payees Under Qualified Domestic Relations Order (“QDROs”) Before the Plan termination distribution period: If you are the surviving eligible spouse of a deceased participant, you may elect to receive your monthly survivor benefit at any time, but no later than what would have been the participant’s age 65. You may apply to have your monthly survivor benefits begin by contacting The BT U.S. Pension Plan Administration Center. (See the last sentence at the end of this NOTICE under “Other Information”.) If you elect to have your monthly survivor benefits begin before the Plan termination distribution date, you will still be eligible to elect, during the Plan termination election period, a lump sum equal to the present value of your expected future monthly payments. However, if the present value of your monthly survivor benefit is $5,000 or less, monthly payments do not apply and you will receive a lump sum instead.) See the “Plan Termination Immediate Lump Sum Option” section above, for more information about lump sums. If you are an alternate payee under a “separate interest” QDRO, you may elect to receive your monthly benefit, subject to the specific terms of your QDRO. You may apply to have your monthly benefit begin, subject to the terms of your QDRO, by contacting The BT U.S. Pension Plan Administration Center (see the last sentence at the end of this NOTICE under “Other Information”). If you elect to have your monthly benefit begin before the Plan termination distribution date, you will still be eligible to elect the lump sum option that will be offered during the Plan termination election period. (However, if the present value of your monthly benefit is $5,000 or less, monthly payments do not apply and you will receive a lump sum instead.) See the “Plan Termination Immediate Lump Sum Option” section above, for more information about lump sums. If you are an alternate payee under a “shared payment” QDRO, the commencement of your benefit generally depends on when and if the participant elects to begin receiving his or her benefit before the Plan termination distribution period, subject to the terms of your QDRO. Under a “shared payment” QDRO, alternate payee benefits generally end when the participant dies unless the alternate payee is named as beneficiary under the form of payment that the participant elects. August 1, 2012 Page 5 of 6 Syntegra Active and Deferred Participants During and after the Plan termination distribution period: If you are the surviving eligible spouse of a deceased participant, you may elect to have your survivor benefit paid as a lump sum or, if your lump sum exceeds $5,000, you may elect to have it paid as a reduced immediate annuity or as a deferred annuity. If you do not elect a lump sum or an immediate annuity during the Plan termination election period, the Plan will purchase a deferred annuity contract on your behalf from an insurance company for later payment. The deferred annuity contract will provide your survivor benefit in accordance with the Plan's provisions. You will receive more information on your distribution options during the Plan termination election period. If you are an alternate payee under a “separate interest” QDRO, you may elect to have your assigned benefit paid as a lump sum or, if your lump sum exceeds $5,000, you may elect to have it paid as a reduced immediate annuity or as a deferred annuity, subject to the specific terms of your QDRO. If you do not elect a lump sum or an immediate annuity during the Plan termination election period, the Plan will purchase a deferred annuity contract on your behalf from an insurance company for later payment. The deferred annuity contract will provide your assigned benefit in accordance with the Plan's provisions and subject to the terms of your QDRO. You will receive more information on your distribution options during the Plan termination election period. If you are an alternate payee under a “shared payment” QDRO, you will receive a portion of the participant’s benefit at the time and in the manner elected by the participant, subject to the specific terms of your QDRO. For example, if the QDRO treats you as the participant's surviving spouse for Plan purposes, the participant may not elect a lump sum without your consent; if the QDRO does not treat you as the surviving spouse, your consent generally is not required. If the participant does not elect a lump sum or an immediate annuity during the Plan termination election period (in accordance with the terms of the QDRO), the Plan will purchase a deferred annuity contract on your behalf from an insurance company for later payment. The deferred annuity contract will provide your assigned benefit in accordance with the Plan's provisions and subject to the terms of your QDRO. Note to Alternate Payees: If your QDRO is a "separate interest" QDRO, that generally means that your alternate payee benefits are payable for life, although if your QDRO permits it, you may be able to elect to receive an optional annuity instead. However, if your QDRO is a "shared payment" QDRO, that generally means that your benefits will end when the participant dies, unless you are named as beneficiary under the form of payment that the participant elects. Not all of the factors that could affect payment of your benefit are shown on the BENEFIT STATEMENT because your benefits are generally determined by the specific terms of your QDRO. Other Information While it is not possible to predict when we will receive government approvals, it is important to advise you that the Plan termination process is lengthy and complicated. Once we receive necessary government approvals, the Plan Administrator will send you forms so you can elect how your benefits will be paid from the Plan. The Plan Administrator reserves the right to correct any errors. If it is determined at any time that the information provided in this NOTICE OF PLAN BENEFITS, the accompanying memo, or BENEFIT STATEMENT conflicts with the benefit defined by the Plan, the Plan will prevail. Under the law, the Plan must be operated in accordance with its terms. Later notices and election materials will provide more information about your benefits and the Plan termination. If you have any questions concerning your benefit, please call The BT U.S. Pension Plan Administration Center, toll free, at (877) 495-0881. If you are outside the U.S., please call (414) 319-8154 (this number is not toll free). Or you may write to: The BT U.S. Pension Plan Administration Center c/o Mercer 411 East Wisconsin Avenue Suite 1500 Milwaukee, WI 53202-4417 August 1, 2012 Page 6 of 6 Syntegra Active and Deferred Participants