EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of June 8, 2000

(the "Effective Date"), between LifePoint Hospitals, Inc., a Delaware

corporation ("LifePoint" or the "Company") and James M. Fleetwood, Jr. (the

"Executive").





                              W I T N E S S E T H:





         WHEREAS, LifePoint desires to secure the services of the Executive as

its Chairman of the Board of Directors and Chief Executive Officer, on the terms

and conditions set forth herein; and



         WHEREAS, the Executive is willing to serve LifePoint as the Chairman of

the Board of Directors, a member of such Board and Chief Executive Officer,

LifePoint Hospitals, Inc. on the terms and conditions set forth herein.



         NOW, THEREFORE, in consideration of good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the parties hereby

covenant and agree as follows:



1. TERMS AND CONDITIONS OF EMPLOYMENT



         (a) Employment. LifePoint hereby agrees to employ the Executive and the

Executive hereby agrees to remain in the employ of LifePoint on and subject to

the terms and conditions of this Agreement.





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         (b) Positions, Duties and Responsibilities. The Executive at all times

shall serve as, and with the title, office, and authority of, the Chief

Executive Officer of LifePoint, reporting directly to the Board of Directors of

LifePoint (the "Board of Directors" or "Board") as well as serving as a member

of the Board and as the Chairman of the Board. LifePoint shall use its best

efforts to take such action as may be required to maintain the Executive's

status as such.



         (c) Full-Time Employment. The Executive agrees to devote substantially

all of his professional working time and attention to the benefit of LifePoint

under the terms of this Agreement; provided, however, that nothing in this

Agreement is intended nor shall be construed as limiting or restricting the

Executive's right to engage in any activity that is unrelated to his position

specified in paragraph (b) above, including, without limitation, managing

private, passive investments, engaging in church, community, and civic

activities and other activities approved by the Board, and serving as a director

or a member of an advisory committee of any corporation or other entity on which

the Executive is serving as of the Effective Date or any other corporation or

entity that is not in competition with LifePoint, provided that such activities

do not impinge in any material way upon the requirement that the Executive

devote substantially all of his professional working time and attention to the

Company and perform the duties of his position specified in paragraph (b) above.



2. COMPENSATION



         In consideration of the services rendered by the Executive during the

Agreement Term (as defined below), LifePoint shall (except as otherwise provided

in item (iii) of paragraph (b) below), pay or provide the Executive with the

compensation and benefits set forth below.







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<PAGE>   3



         (a) Salary. The Executive shall be paid a base salary (his "Base

Salary") equal to $350,000 per annum, payable in bi-weekly installments. His

Base Salary shall be reviewed not less than once each calendar year by the

Compensation Committee of the Board of Directors of LifePoint and may be

increased, but not decreased, in such Compensation Committee's sole and absolute

discretion.



         (b) Annual Bonus. Effective for calendar year 2000, and continuing for

each subsequent calendar year ending during the Agreement Term, the Executive

shall be entitled to receive a bonus (an "Annual Bonus") based on the extent to

which LifePoint achieves or exceeds its target performance goals for the

relevant calendar year (the "Annual Targets"). Such Annual Bonus for any

calendar year shall equal 50% of his Base Salary (as in effect on the last day

of such year) if LifePoint shall achieve but not exceed the applicable Annual

Targets and shall exceed 50% of such Base Salary if LifePoint shall exceed the

applicable Annual Targets, but in no event shall such Annual Bonus exceed 100%

of such Base Salary. The establishment of Annual Targets for each calendar year,

the adjustment to be made in the Annual Bonus in the event of attainment of

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