(This section is a Summary of Material Modifications [SMM] to the Summary Plan Description [SPD].)

The following changes to current Alcatel-Lucent benefits coverage under the Alcatel-Lucent health and welfare benefits plan (the “Plan”) will take effect on January 1, 2012.

Aetna Point of Service (POS) Participants Will Have a New Carrier for 2012

UnitedHealthcare will be the sole POS medical option carrier in 2012. The consolidation to a single nationwide carrier will reduce costs and streamline administration so that Alcatel-Lucent can continue to offer employees a competitive benefits program.

This means that if you and your dependent(s) are currently enrolled in the Aetna Enhanced or Standard POS option, you and your dependent(s) will default to the UnitedHealthcare Enhanced or Standard POS medical option for 2012, both of which offer the same plan design as the current Aetna Enhanced and Standard POS options. UnitedHealthcare is an industry-leading medical carrier with a robust network of healthcare providers. Most of the providers in the Aetna network are also in the UnitedHealthcare network.

You should take these steps to ensure you have the best coverage for your needs in 2012:

• Review your default coverage on the YBR Web site. This is the coverage you will have for 2012 if you do not take any action during the annual open enrollment period.
• Confirm that your doctor is in the UnitedHealthcare network. You may need to search for a new doctor if you want to continue to receive in-network benefits. Use the provider search tool on www.myuhc.com to find a doctor in the UnitedHealthcare network. Enter Username: ALU; and Password: ALU, then choose “UnitedHealthcare Choice Plus.”* You may also see a doctor outside of the UnitedHealthcare network and receive out-of-network benefits.
• Understand how transition of care will work. Review the Important Reminders section for details about when and how transition of care benefits apply.

Medical and Dental Premium Costs Are Changing

Review the YBR Web site during the annual open enrollment period for your 2012 premium costs.

Adult Children Coverage Extended to Children of Same- or Opposite-Sex Domestic or Civil Union Partners or Same-Sex Spouses

Medical and dental coverage will be extended to adult children of same- or opposite-sex domestic or civil union partners or same-sex spouses up to the end of the month in which they become age 26, without regard to student or marital status. You may enroll these newly eligible adult children in your Alcatel-Lucent medical and dental coverage during the annual open enrollment period if they meet the new eligibility requirements. Coverage will be effective January 1, 2012.

All other eligibility requirements still apply. If you are unsure whether a dependent is eligible for coverage, you can view the full eligibility requirements on the YBR Web site and on the BenefitAnswers Plus Web site.

New Names for the PacifiCare Health Maintenance Organizations (HMOs) in 2012

The names of the PacifiCare HMOs and Medicare HMOs will change as follows:

• PacifiCare of California will become the UnitedHealthcare of California HMO; “UHC of California HMO” will appear as your coverage option on the YBR Web site.
• PacifiCare of Oklahoma will become the UnitedHealthcare of Oklahoma HMO; “UHC of Oklahoma HMO” will appear as your coverage option on the YBR Web site.

Flexible Spending Accounts (FSAs) — Important Reminders for 2012

• You must actively elect to continue the Health Care Flexible Spending Account (HFSA) and/or Dependent Care Flexible Spending Account (DFSA) during the annual open enrollment period each year. If you do not make a contribution election for the HFSA and/or DFSA during this annual open enrollment period, you will not be a participant in either or both accounts for 2012. These elections do not roll over each year.
• If you are enrolled in the HFSA in 2011 and re-enroll for 2012, hold on to your current debit card. You will not be issued a new HFSA debit card if you already have one.
• You must keep all your receipts for eligible expenses.  You may be asked to submit them for reimbursement.  If you are unable to provide proof of a claim with a receipt, your HFSA debit card will be deactivated and you will be asked to either submit payment to cover those expenses or submit substitute receipts for any other eligible out-of-pocket expenses.
• If you are enrolled in the HFSA and/or DFSA in 2011, do not forget these deadlines:

HFSA Deadlines	DFSA Deadlines
March 15, 2012: Last day to incur expenses eligible for reimbursement	December 31, 2011: Last day to incur expenses eligible for reimbursement
April 15, 2012: Last day to submit claims for reimbursement	April 15, 2012: Last day to submit claims for reimbursement

Use it or lose it: HFSA and/or DFSA balances will be forfeited if not used by the last day(s) to incur expenses and submitted (postmarked or faxed) by April 15, 2012.

• Ensure that your dependent(s) qualify under Internal Revenue Service (IRS) guidelines before you elect a DFSA. For example, a dependent child must be under the age of 13. For further information, visit the Ceridian Web site at www.ceridian-benefits.com.
• NEW — November 30 is the last day you can make elections or changes to your FSAs for the current year. Even if you experience a qualified status change that permits you to make changes to your benefits, you will not be able to make changes to your HFSA and DFSA elections after November 30.