Well-Spring Services Inc.

“Before the filing of the information tax return 990 for well-spring services, inc., the form 990 was reviewed in detail by the chief financial officer and chief executive officer. Each member of well-spring services' board of trustees was provided with a copy of the organization's form 990 prior to filing of the form 990.”

“The trustees shall complete and return to the secretary an annual statement that each of them: (a) has received a copy of the conflict of interest policy; (b) has read and understands the policy; (c) agrees to comply with this policy; (d) understands that the policy applies to all committees; and (c) understands that the organization is a charitable organization and must continuously engage primarily in activities that accomplish one or more of its tax-exempt purposes.”

“President/ceo compensation: it shall be the policy of well-spring retirement community to annually review the performance of the president and ceo unless circumstances demand more frequent review intervals. The president/ceo's review shall be conducted by the board of trustees; however the board of trustees may delegate this function to its compensation committee. Procedures for setting compensation: 1. A board of trustees compensation committee shall be appointed annually by the board chair. The committee shall be comprised of the current chair, immediate past chair, chair-elect (if any) and 1-2 trustees at large. 2. The committee shall meet approximately thirty days prior to the end of the well-spring retirement community's fiscal year. 3. Prior to the meeting, the president/ceo shall provide comparable salary and benefit data through external sources such as: the aahsa salary and benefit report, ncanpha wage survey, public record irs form 990s, and independent surveys. 4. Prior to the meeting, the president/ceo shall provide a statement of achievements compared to goals for the current year and a preliminary list of performance goals for the succeeding year. 5. At the meeting, the president/ceo shall inform the committee of proposed salary adjustments for senior management for the succeeding year. The president/ceo may present comparable salary data for senior management at the committee's discretion. 6. At the meeting and after presenting year-end results and succeeding year goals, the committee may excuse the president/ceo, enter into executive session and discus the president/ceo's performance and compensation. 7. At the conclusion of the meeting, the board of trustees' chair shall meet with the president/ceo in order to review the committee's assessment of performance and salary. Salary adjustments to the president/ceo's compensation shall be authorized by signature of the board chair or vice chair only. 8. At the first board of trustees' meeting following the compensation committee's meeting, the board of trustees' chair shall report the committee's findings and the committee's actions regarding employment status, recommendations and salary or benefit adjustments for the president/ceo. Executive managers compensation philosophy objective: the compensation committee believes that the primary objectives of well-spring's executive compensation policies should be: - to attract and retain talented executives by providing compensation that is, overall, highly competitive with the compensation provided to executives at companies of comparable position in the continuing care retirement community field, while maintaining compensation within levels that are consistent with well-spring's annual budget, financial objectives, operating performance and resident and staff satisfaction; and - to provide appropriate incentives for executives to work toward the achievement of well-spring's annual financial performance and business goals based on well-spring's annual budget. The compensation committee reviews executive compensation policies annually taking into consideration well-spring's financial performance, its annual budget, its position in the industry and well-spring's mission statement and core values. The compensation committee believes that in addition to corporate performance, it is appropriate in setting and reviewing executive compensation to consider the level of experience and responsibilities of each executive officer as well as the personal contributions a particular individual may make to the success of well-spring retirement community, inc.”

“The organization will make its governing documents, conflict of interest policy and financial statements available to public inspection upon request.”