Lifespan Physician Group Inc.

“Included among the LPG Board of Trustees are two Lifespan Designees (Designees), physicians designated by Lifespan Corporation (Lifespan) who shall be licensed to practice medicine in the State of Rhode Island and shall serve at the pleasure of Lifespan. The Designees shall have the right, acting alone by concurrent approval of both Designees, to initiate action on and approve any of the following matters:(a) To approve and/or initiate the enumerated joint powers of the Trustees listed within LPG's bylaws, except to the extent that under Rhode Island law a greater number of Trustees of the Corporation is required to affirmatively approve a joint power action. To the extent that Rhode Island law requires a greater number of Trustees to make a recommendation or resolution on a joint power matter before undertaking such joint power action, then all Trustees shall take such prior vote on such matter in accordance with the bylaws in the manner specified by concurrent approval of the Designees.(b) To initiate a joint power action listed in part (a) above, this ability can only be exercised by the Designees in the event of a Board deadlock on a matter first presented for action at a regular or special meeting of the Board of Trustees of the Corporation. (c) LPG shall cause the Designees' authority to approve and initiate actions to be reserved to LPG in the bylaws (or applicable organizational documents) of any subsidiary of which LPG is the sole or controlling member, partner, trustee, or stockholder, or that LPG otherwise owns or controls.”

“Timothy J. Babineau, M.D., Chair, and Mary A. Wakefield, EVP/CFO, are officers of a related for-profit corporation, VNA Technicare, Inc.”

“The preparation and filing of the Form 990 and supporting schedules is the responsibility of the Executive Vice President & Chief Financial Officer (EVP/CFO) and Lifespan's Finance Department, with review by Lifespan's tax advisors, KPMG LLP (KPMG). The Form 990 is prepared by the accounting staff upon completion of Lifespan's annual independent audit and reviewed by the Corporate Services Tax Compliance Manager, the Director of Finance, and the Vice President of Finance - Corporate Services. The Form 990 is forwarded to KPMG for further review. KPMG provides the Tax Compliance Manager with any recommended changes which are reviewed, and if agreed upon, are incorporated into the return. The draft Form 990 is then provided to the EVP/CFO for final management review. Prior to filing the return with the Internal Revenue Service, a copy of the entire form is provided to the Board of Trustees in advance of its next Board meeting, at which the EVP/CFO discusses highlights of the Form. All questions and concerns of the members of the Board are addressed by the EVP/CFO and incorporated into the Form 990 when appropriate. Once the Form 990 is complete and ready to be filed, the members of the Board are notified via email that a copy of the final version of the Form 990 is accessible through the same password-protected website portal. The EVP/CFO is authorized to file the Form 990.”

“Lifespan currently makes its annual and quarterly consolidated financial statements available to the public via DAC (Digital Assurance Certification, LLC), a disclosure dissemination agent for issuers of tax-exempt bonds which electronically posts and transmits Lifespan's financial information to repositories and investors alike. In addition, copies of LPG's Articles of Incorporation, Bylaws, and Conflict of Interest Policy are available upon request from the office of the Lifespan EVP/CFO, either in person or by mail.”

“Lifespan Corporation has a Conflict of Interest Policy that is applicable to all affiliates, including Lifespan Physician Group, Inc., and administered by Lifespan's Corporate Compliance Department as follows: Each designated person subject to Lifespan's conflict of interest policy is required to provide Lifespan with an initial disclosure statement and thereafter an annual statement attesting that: (i) the designated person has read and is familiar with this policy, and (ii) the designated person and, to the best of his/her knowledge, family members, have not in the past engaged in, are not presently engaging in, or plan to engage in, any activity which contravenes this policy.If, at any time during the course of employment or association, a designated person has reason to believe that an existing or contemplated activity may contravene this policy, the person shall submit a full written description of the activity to the Lifespan Compliance Officer or the Office of the General Counsel to seek a determination as to whether the contemplated activity does or does not contravene this policy. This requirement shall be acknowledged as part of the annual performance evaluation process. If the activity in question involves either the Chief Executive Officer, the Senior Vice President and General Counsel, or a Trustee, a full written disclosure must be made to, and a determination sought from, the Chairman of the Board of Directors of Lifespan Corporation.Annually, the Lifespan Compliance Officer shall review and report to the Lifespan Executive Corporate Compliance Committee and to the Lifespan Audit and Compliance Committee on the administration of this policy.Failure on the part of any designated person to comply with this policy, including failure to submit in a timely fashion the conflict of interest disclosure statement, will be grounds for removal from his/her position and/or termination of his/her employment with Lifespan.”

“The following applies to Lifespan and all of its affiliates, including LPG:EXECUTIVE COMPENSATIONLifespan's executive compensation philosophy balances appropriate stewardship of resources and the need to be competitive in recruiting and retaining talented individuals. It incorporates market-competitive and performance-related principles, and covers the President and CEO of Lifespan as well as other officers, senior management, and key employees. Lifespan's executive compensation program complies with both law and contemporary ethical norms, and is administered consistent with the organization's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code (IRC) and the avoidance of transactions subject to intermediate sanctions under Section 4958 of the IRC. Executive compensation is also administered consistent with Lifespan's Corporate Compliance Policy on Excess Benefit Transactions.The Compensation Committee of the Lifespan Corporation Board of Directors (the Committee), comprised of disinterested Lifespan Board members, is responsible for diligent oversight of executive compensation to ensure compliance with IRC requirements. Its duties include:* Approving eligibility for participation in the executive compensation program * Approving changes in compensation for existing executive participants * Approving guidelines, such as salary ranges and contract terms, on appropriate levels of compensation for other key employees* Approving new, and modifying or terminating existing, executive compensation plans including, but not limited to, annual incentive and executive benefit plans* Approving performance objectives associated with Lifespan's annual incentive plan, including measuring points, and using audited actual performance relative to these objectives as a precondition to approving the payment of any awards under the plan* Authorizing periodic performance benchmark studies to be conducted for purposes of assessing Lifespan's performance within the healthcare industry and the degree to which total remuneration levels at Lifespan are generally commensurate with Lifespan performance relative to healthcare industry performance* Conducting an annual performance review of Lifespan's Chief Executive Officer. The Chair of the Committee conducts and documents this review, based on his/her observations and interpretation of feedback from members of the Board of Directors.* Selecting and engaging qualified, independent, third-party compensation valuation consultants that the Committee charges with rendering opinions with respect to the reasonableness and comparability of compensation as well as the comparative organizations against which compensation is assessed, in accordance with relevant sections of the IRC and Lifespan's executive compensation philosophy.Lifespan's Chief Executive Officer works closely with the Committee to make recommendations on the above topics and keep the Committee informed about contemplated compensation changes for executives and other key employees, as well as candidates for these roles. The CEO also provides periodic updates to the Committee regarding Lifespan's performance relative to compensation-related performance objectives. The Committee's deliberations and actions are documented in minutes prepared for each meeting.PROCESS FOR DETERMINING COMPENSATION Valuation of Total Cash and Total Remuneration: No less frequently than annually, the Committee receives and reviews a total cash compensation valuation of all existing executive compensation program participants prepared by its independent compensation consultant. Annually, the Committee also receives and reviews a total remuneration valuation of all existing executive compensation participants.Base Salary Actions: The CEO recommends any salary adjustments for participants in the executive compensation program, using the results of the valuation study and his/her assessment of individual performance or other pertinent information, for the C”

“OTHER PROGRAM SERVICES 4: All Other ProgramsLPG employs many physicians and physician groups from Lifespans affiliated hospitals. Included among these various groups are the physicians working within the organization's OB/Gyn Associates group (OGA), the Cardiovacular Institute (CVI), pediatricians and plastic surgeons from Rhode Island Hospital (RIH), and the Hospitalists from The Miriam Hospital (TMH). OTHER PROGRAM SERVICES 5: Ob-Gyn Associates (OGA) has been caring for women for more than 40 years. OGA is committed to bringing together intelligent, talented, and compassionate professionals in order to provide exceptional care for women based on the latest research, technological advances, and holistic approaches. With six locations in Rhode Island and Massachusetts, OGA was the first practice in Rhode Island to offer midwifery care and is one of only two practices in Rhode Island that offer deliveries in the Alternative Birthing Center of Women & Infants Hospital. OGA is also the only group in Rhode Island that has practice-wide protocols for high-risk obstetrics. OGA has the advantage of many highly trained and experienced providers in one place with easy access to medical specialists at LPG's Women's Medicine Collaborative (WMC). OGA and WMC work in partnership with one another, consulting on difficult cases and assisting each other in numerous surgeries. Operating expenses and revenue for OGA during the fiscal year ended September 30, 2017 were $12,924,885 and $9,219,778, respectively. Operating expenses and revenue for WMC during the fiscal year ended September 30, 2017 were $2,729,700 and $888,402, respectively.The CVI was created in an effort to meet the demands of the changing health care environment and to enhance the level of cardiovascular care provided to the community. CVI includes approximately 55 cardiologists along with support staff at three ambulatory care centers and two comprehensive cardiac centers. This innovative program brought together the well-known cardiac programs of both RIH and TMH and places a stronger emphasis on extending these programs into the community, where it is more convenient for patients to receive care. The LPG portion of CVI's program expenses consists primarily of CVI's expanded office-based services. CVI specialists work as a team across all disciplines, combining their expertise to provide an individualized treatment plan for each patient, whether the need is consultative, diagnostic, interventional, surgical, or rehabilitative. Operating expenses and revenue for this practice group during the fiscal year ended September 30, 2017 were $12,949,904 and $10,219,975, respectively. OTHER PROGRAM SERVICES 6: LPG's Pediatric practice group is comprised of a group of pediatricians and specialists who provide routine health check-ups, treat illnesses, lead immunization clinics, and staff Rhode Island Hospital's pediatric division- Hasbro Children's Hospital. Operating expenses for this practice group during the fiscal year ended September 30, 2017 amounted to $18,179,984, which represent primarily payroll and fringe benefit expenses funded by RIH. OTHER PROGRAM SERVICES 7: The Hospitalists of TMH accounted for $9,528,054 of LPG's operating expenses and that funding was provided by TMH. OTHER PROGRAM SERVICES 8: Similarly, the RIH plastic surgeon group incurred $6,869,397 of LPG total operating expenses, which also represent primarily payroll and fringe benefit expenses funded by RIH during the fiscal year ended September 30, 2017.The remaining revenue represents amounts funded by Lifespan's affiliated hospitals in order to bring LPG to a break-even point in its statement of operations.”

“Change in funded status of pension and other postretirement = -$370500”

“Lifespan Physician Group (LPG) primarily serves hospitals affiliated with Lifespan Corporation. Additionally, it is LPG's mission to promote and advance medical research, education and training in medicine, medical-related sciences, and clinical practice.”

“Outpatient mental health services are provided at RIH and TMH by a multidisciplinary group of board-certified psychiatrists, psychologists, clinical nurse specialists, and social workers. With outpatient mental health services in short supply in the region, LPG Psychiatry continues to grow to accommodate requests for service. The locations for these programs include the West River campus and the Fain Building on the TMH campus.”

“While LPG did not produce an audited financial statement as of and for the year ended September 30, 2017, it was included in Lifespan Corporation's audited consolidated financial statements, in which one column is used for LPG. The Lifespan Audit and Compliance Committee assumes responsibility for oversight of the audit of Lifespan Corporation's consolidated financial statements and the selection of Lifespan Corporation's independent accountant.”