Elderplan Inc.

“Drafts of the completed returns are reviewed by the president, cfo and senior vp, general counsel and their staff. Any comments arising from their review are discussed and, if required, changes are made to the draft. That draft will be submitted to the mjhs executive committee for its review and approval. Once the committee has completed its review, copies of the returns will be provided to all board members.”

“Each director, principal officer, key employee and member of a committee with board-delegated powers must file and maintain current the organization's directors biographical information form and, on an annual basis, complete the organization's directors conflict of interest statement and acknowledgement which acknowledges that each individual has disclosed any potential conflict of interest; received a copy of the conflicts of interest policy; read and understands the conflicts of interest policy; and agreed to comply with the conflicts of interest policy. The senior vice president/general counsel supervises the distribution, collection and review of the annual directors conflict of interest statement and acknowledgement. From time to time, directors, principal officers, key employees and/or committee members are reminded of their obligation to disclose potential or actual conflicts of interest when and if they arise. Procedures for managing identified conflicts: each director, principal officer, key employee and member of a board committee is required to disclose any actual or potential conflict of interest to the individual considering the proposed transaction or arrangement. In the event of such a disclosure, the interested party is excused from the meeting and the board/committee determines whether a conflict exists. If the board/committee determines that a conflict exists, the chairperson of the board or designee (if appropriate) will appoint a disinterested person or committee to investigate and report to the board of directors alternatives to the proposed transaction or arrangement. Based on the information furnished by the disinterested person or committee, the board of directors will make a determination of whether the corporation can obtain a more advantageous transaction or more reasonable arrangements from an entity or person that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement that would not give rise to a conflict of interest is not reasonably attainable under the circumstances, the board of directors will determine, by a majority vote of the disinterested directors, whether the transaction or arrangement is in the organization's best interest and for its own benefit and whether the transaction is fair and reasonable to the organization. All of the actions stated above shall be reflected in the board/committee minutes. In the event that a director, principal officer, key employee or member of a board committee fails to disclose a potential or actual conflict of interest, the board/committee, after affording the individual due process, shall determine whether the individual violated the conflict of interest policy by failing to disclose an actual or potential conflict of interest and, in the event of a determination that a violation occurred. Take appropriate disciplinary and corrective action.”

“Metropolitan jewish health system, inc., a related organization, retains the services of a major executive compensation firm to review market pay practices and average salary movement among similarly situated executives. The executive compensation firm is asked to develop a comparative base that is as close as possible to our organization. Different comparative groups are considered for each position, ceo and senior vp's as appropriate. This market analysis is then reviewed by the compensation committee in determining salary adjustments from the perspective of market competitiveness and prior year performance. Performance is based on the extent that each executive has achieved his/her goals. Bonus eligibility is done in a similar manner. Other key employees are managed in similar manner through the human resources department under the direction of the senior vice president for human resources in conjunction with the ceo, using local surveys to ensure market competitiveness.”

“Upon request, the organization will make available only those documents required to be disclosed under the public inspection laws.”

“The process has not changed from the prior year.”

“Description:personal care aid total fees:xxx-xx-xxxx”

“Description:snf total fees:xxx-xx-xxxx”

“Description:inpatient total fees:63560313”

“Description:chronic pcw total fees:43147015”

“Description:outpatient total fees:24228675”

“Description:capitation total fees:20655411”

“Description:nursing home total fees:19673970”

“Description:ancillary capitation total fees:16033632”

“Description:pharmacy benefits total fees:7844905”

“Description:maintenance support total fees:5184729”

“Description:consulting total fees:4250751”

“Description:certified home care total fees:3372661”

“Description:administrative fee total fees:2497835”

“Description:medical services total fees:1638214”

“Description:temporary services total fees:891563”

“Description:other total fees:2071477”