Dear Board Members, Physicians, Team Members and Friends,

As the Memorial Health Board of Directors (Board) moves close to approving the partnership
with Novant Health, we feel it is important in the spirit of transparency - that specific
details of the affiliation are shared.
To that end, we have outlined for you Key Terms of the Member Substitution
Agreement:
Growth

Novant Health and Memorial Health will integrate their mission statements.
Memorials community-based mission will be maintained.
Novant Health capital commitment of $295 million during the first ten years,
including the following projects:
o Dwaine & Cynthia Willett Childrens Hospital of Savannah $15 million
o Major ambulatory expansion in Pooler
o Expansion of Heart and Vascular services
o Additional critical care beds
Memorial and Novant Health will jointly develop a strategic plan focused on access
to care and growth.
Novant Health and Memorial will develop a co-branding plan.
Novant Health will guaranty or provide other forms of assurance or security for the
Series 2012A Bonds and redeem the bonds at the earliest time that such redemption
and cancellation is feasible and economically sound.
Novant Health will support full implementation of electronic health record, Epic.

People

Novant Health intends to continue the employment of all current employees and
will update the market evaluation of compensation rates.
Physician agreements and arrangements will be continued.
Memorial will maintain Memorial Health Partners as a local managed care
organization that provides direct employer contracting to local employers.

Governance

The Memorial Health Board of Directors remain in office subject to current

Memorial bylaws governing composition of the Board.
The Memorial Health Foundation remains in place.
The Memorial Health Board of Directors will have the right to nominate a qualified
candidate to serve on Novant Healths Board of Directors.
The local medical staff structure, credentialing and privileges remain in place.

Patient Care

Novant Health commits to support clinical quality and patient safety.

Novant shall integrate its population health management programs to participate
in accountable care and value-based programs.

Clinical services will be maintained, including the following major service lines
unless both parties agree in writing to changes:
o Curtis & Elizabeth Anderson Cancer Institute
o Dwaine & Cynthia Willett Childrens Hospital of Savannah, including the
continuation of existing pediatric specialties and maintenance of the Level III
Neonatal designation
o Memorial Stroke program and Neurosciences
o Memorial Bone & Joint program and Orthopedics
o The Heart & Vascular Institute
o Rehabilitation services and therapy
o Center for Behavioral Medicine
o Memorial Spine program and Neurosurgery
o M. Gage Ochsner, M.D. Institute for Injury Research and Prevention
o Parkers Emergency & Trauma Center, including the maintenance of the Level
1 Trauma designation
o Womens Services, including perinatology and high risk obstetrics
o Physician Practices
o Medical Education, including residency programs and hosting medical schools
Memorial will continue to provide care to all people, regardless of ability to pay.

These terms are bound by the completion of capital investment and the 2012 bond issue.
Status of Negotiations
As weve said since exclusive discussions with Novant Health were announced last
September, this is a complex process with many stakeholders. At present, the Board has
now vetted the Member Substitution Agreement, and shared it with the Chatham County
Hospital Authority (CCHA) and Chatham County. The CCHA and County are in the process of
negotiating potential modifications to the lease between Memorial Health and CCHA.
Risks of Not Proceeding
Make no mistake, there are risks for Memorial Health and for the community if the process
does not proceed. As weve said all along, the primary objective is to maintain Memorials
mission. Specifically, this could mean changes to,

Medical education
Subsidized clinical services
Community safety net support
Capital spending
Ability to keep up with market-based compensation

Team, we have a chance to grow, increase services, and secure our mission. We have an
opportunity to partner with a strong, high quality, like-minded organization. Lets do this
together!

My Memorial,
Harry Haslam