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Committee Composition

  Audit Committee Quality Committee Compensation Committee Nominating & Governance Special DOJ Committee
Christopher R. Christensen   Member of Quality Committee      
Roy E. Christensen Chairman of the Board          
Malene S. Davis   Member of Quality Committee   Member of Nominating & Governance Committee  
John G. Nackel, Ph.D.   Committee Chair for Quality Committee   Member of Nominating & Governance Committee Committee Chair for Special DOJ Committee
Daren Shaw Committee Chair for Audit Committee   Member of Compensation Committee   Member of Special DOJ Committee
Barry M. Smith Member of Audit Committee Member of Quality Committee Member of Compensation Committee Committee Chair for Nominating & Governance Committee  

Barry M. Smith has served as the Chief Executive Officer of Magellan Health Services, Inc., the nation's largest provider of behavioral health services, a leading national provider of radiology benefit management services, specialty pharmacy and prescription benefit management services, since 2013. He founded and served as chairman, president and CEO of VistaCare, Inc., a national provider of hospice services, from 1996 to 2002, and he served as chairman of VistaCare in 2003. From 1990 through 1995, Mr. Smith served as Chairman and CEO of Value Rx, Inc., which was then one of the country's largest pharmacy benefit management companies, and, prior to that, served as vice president of operations for PCS Health Systems, also a pharmacy benefit management firm. Within the past five years Mr. Smith also served on the board of directors of Inpatient Consultants, Inc., the nation's largest provider of hospital services delivering patient are in acute care hospitals. We believe Mr. Smith's extensive experience as a proven and experienced leader in many healthcare businesses that are closely related to our businesses as well as his valuable strategic and other management insights support the conclusion that he should serve as one of our directors.

Lee A. Daniels Member of Audit Committee   Committee Chair for Compensation Committee   Member of Special DOJ Committee
Chair of the Board = Chair of the Board Committee Chair = Chair or Co-Chair Committee Member = Member

Incentive Grant Approval Procedures:

For related party grants:

The Audit Committee meets briefly AS NEEDED before each quarterly Board Meeting to review proposed Related Party transactions and approve them. Grants are approved as proposed RPTs, but recommended to the Comp Committee, which has final say on those approvals.

For all grants:

The Compensation Committee meets briefly before each quarterly Board Meeting to review grants and approve them. No Board approval is necessary thereafter, unless the Committee wants to refer one or more grants to the Board as a whole. Under our 2007 Omnibus Incentive Plan, grant administration is assigned to the Comp Committee. We deferred commencing this procedure and continued having the board also approve grants as a Committee of the Whole until 2/23/09 when the Comp Committee was reorganized, as Charlie was arguably not "independent" for ยง162(m) purposes. Section 162(m) allows a deduction for "excess" compensation to Section 16 Officers.

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