Ephrata Community Hospital

“Pamela K. Boland, Interim Vice President for Patient Services and Chief Nursing Officer - July 2013 thru June 2014 - Paid $5,538.46 (final payments early in the year).”

“Ephrata Community Hospital became affiliated with WellSpan Health. Effective 10/01/2013, WellSpan Health, a tax-exempt organization, became the sole member of Ephrata Community Hospital.”

“Effective 10/1/2013, WellSpan Health, a not for profit corporation, is the sole member.”

“The Board of Directors of the Corporation shall be elected as provided herein by the Board of Directors of the Member. The Member shall determine annually the number of Directors, which shall in no event be less than ten persons, nor more than twenty-five persons. Nominations for Directors other than the Designated Directors specified in Specified in Section 5.2 of the Bylaws shall be made by the Board of Directors to the Member's Nominating Committee for Directors.”

“The Member may, with respect to the Corporation, initiate and implement any of the following actions, and if any of the following actions are otherwise initiated by the Corporation, such action shall not become effective unless approved by the Member:(a)The adoption, amendment, or revocation of the Corporation's Articles of Incorporation or Bylaws (b)The termination, liquidation, reorganization, division, conversion, or dissolution of the Corporation, or the merger, consolidation, or combination of the Corporation with another person; provided however, that in accordance with Section 3.9(b) of the Affiliation Agreement, the Member shall not cause the Corporation to be merged with or into any other entity and it shall maintain the Corporation's status as a separate corporation for a period of at least three years after the effective date of the Affiliation, unless otherwise consented by the Boards of the Member and the Corporation (c) Any change or transfer of the Member's membership interest in the Corporation, or the creation or issuance of any additional membership interests in the Corporation (d) The investment of the Corporation's assets other than in accordance with the Member's current investment policy, any investment other than in the ordinary course of business, which shall consist of federally-insured interest-bearing bank accounts, short-term direct U.S. obligations, short term certificates of deposit of domestic banks, or highly-rated money market funds (e) The incurrence by the Corporation of indebtedness in excess of such amounts as may be reasonably designated by the Member from time to time, except pursant to a budget approved by the Member. This is not meant to restrict the Corporation's ability to incur indebtedness in the ordinary course of the Corporation's day-to-day business, in amounts less than the amounts designated by the Member, such as routine trand and accounts payable obligations (f) The conveyance, transfer, lease, or sale of any of the Corporation's assets with a fair market value in excess of such aggregate amount as may be designated by the Member from time, except pursuant to a budget approved by the member, or the conveyance, transfer, lease or sale of any of the Corporation's assets to the Member or another System Affiliate; provided, however, that in accordance with Section 3.9(e) of the Affiliation Agreement, the member shall not cause the Corporation to sell all or substantially all of its assets for a period of ten years after the effective date of the Affiliation, unless it has received prior approval by the Board of Directors of the Corporation (g)The making of any capital expenditure or the incurrence of any capital obligations by or on behalf of the Corporation in excess of such annual aggregate amount as may be designated by the Member from time to time, except pursant to a budget approved by the Member (h)The incurrence of any obligation (whether actual or contingent) by the Corporation to guarantee or be responsible for the debts or obligations of any person in excess of such amounts as may be designated by the Member from time to time, except pursuant to a budget approved by the Member. This is not meant to restrict the Corporation's ability to incur obligations in the ordinary course of the Corporation's day-to-day business, in amount less than the amounts designated by the Member. (i)The approval of the Corporation's operating and capital budgets, or any material changes thereto. (j)The voluntary granting of any lien or encumbrance (including a confession of judgment)with respect of the Corporation's assets, except in the ordinary course of business (k) The surrender of or material change to any permit, approval, or license of the Corporation; provided, however, that in accordance with Section 3.9 of the Affiliation Agreement, the Member shall maintain the Corporation's separate licensure and separate medical staff for a period of at least three after the effective date of the”

“Management provided an electronic copy of the form 990 to each voting member of the organization's governing body, prior to its filing with the IRS. The organization's finance management team provided a presentation to the Audit Committee on the organization's 990 return.”

“Officers, directors, and key employees fill out a WellSpan Health Conflict of Interest Disclosure Statement questionnaire annually. The questionnaire is administered by the Internal Audit Department of WellSpan Health, the Parent Company.There shall be full disclosure by any Director having a business or personal interest or relationship which may be in conflict with the interests of the Corporation. After such disclosure the Director shall abide by the determination of the Board of Directors as to whether a conflict exists, the extent to which, if at all, the Director will be permitted to be present during the Board of Directors' discussion of the matter in which the Director may be interested, and whether the Director will be permitted to participate in such discussion and cast a vote in such matter.”

“The Compensation Committee of WellSpan Health is responsible for rewarding and reinforcing key executives for the achievement of annual and long-term performance objectives. The Compensation Committee shall consist of not more than six (6) persons, of whom two (2) shall be the Chairman and Vice Chairman of the Board of the Corporation, and the remaining members shall be such other persons as may be appointed by the Chairman of the Board of the Corporation, with the approval of the Board of Directors; provided, however, that the Compensation Committee shall not include any persons who are employed by the System. The Chairman of the Board of Gettysburg Hospital shall participate. The role of the Compensation Committee is to set the Executive Compensation Philosophy for the system and ensure adherence, evaluate performance and establish compensation for the WellSpan President, evaluate team performance of the executive team and establish awards, review and approve senior executive base salary ranges, and oversee employed physician compensation programs. The Committee will approve salary ranges for each executive position and review incumbent salaries annually. The Committee will be responsible for reviewing the President's salary each year, and if warranted, authorizing an adjustment to maintain competitiveness. The President will have the authority to make salary adjustments for subordinate positions. The Committee is responsible for approving and authorizing payment of the performance awards. The Committee will approve and authorize payment of the President's performance awards. Integrated Healthcare Strategies, Inc., based in Minneapolis Minnesota is the external consultant to the committee. This consultant focuses exclusively on executive and physician compensation in the health care industry. In summary, the executive and physician compensation review process consists of the following: 1) Cash compensation reviewed annually 2) Cash compensation reviewed by external consultant biennially 3) external total compensation (cash, incentives, benefits, perquisites) reviewed by external consultant periodically 4) Process is integrated with compensation analysis for other WellSpan positions 5) Committee decisions are documented in minutes maintained in Human Resources.”

“Governing documents, policies and financial statements are available upon request.”

“Change in Accrued Pension Liability = -$928447”

“Net assets released from restriction-PPE = $2634”