Preview | Consulting Agreement |

Consulting Agreement (the ?Agreement?), dated as of August 15, 2004, by and between LIFEPOINT HOSPITALS, INC., a Delaware corporation (the ?Company?), and MARTIN S. RASH (the ?Consultant?).

WHEREAS, the Consultant is employed by Province Healthcare Company, a Delaware corporation (?Province?), as its Chief Executive Officer;

WHEREAS, the Consultant is a party to the Executive Severance Agreement between the Consultant and Province, dated October 18, 1999 (the ?Severance Agreement?) and the Senior Management Agreement between the Consultant, Province, Golder, Thoma, Cressey, Rauner Fund IV, LP and Leeway & Company, dated December 17, 1996, as amended (the ?Management Agreement?);

WHEREAS, the Company and Province have entered into an Agreement and Plan of Merger, dated August 15, 2004 (the ?Merger Agreement?); and

WHEREAS, following the Closing Date, the parties desire to terminate the employment relationship of the Consultant with Province, to settle the parties? rights under the Severance Agreement and the Management Agreement, to enter into a consulting relationship between the Company and the Consultant upon the terms and conditions set forth in this Agreement and to bind the Consultant to certain restrictive covenants in favor of the Company as set forth in this Agreement.

NOW, THEREFORE, in consideration of and in reliance upon the foregoing and the covenants, obligations and agreements contained herein, the parties hereto agree as follows:

1. Termination of Employment. The parties agree that the Consultant?s employment with Province will terminate effective upon and subject to the consummation of the transactions contemplated in the Merger Agreement (the ?Effective Time?), and the Consultant hereby agrees to resign from all offices and positions he holds with Province or any of its subsidiaries as of the Effective Time. The parties agree that the Consultant?s termination of employment will be treated as a termination after a change in control for purposes of the Severance Agreement and will entitle the Consultant to a lump sum payment of $2,600,000 (the ?Lump Sum Payment?) within 10 days of termination of employment. The Consultant agrees that the Lump Sum Payment and the other compensation payable under Section 4 hereof shall represent complete satisfaction of the obligations of Province and the Company under the Severance Agreement, the Management Agreement and any other severance plan, policy or arrangement of Province or the Company, and that the Consultant waives any other rights he may have under the Severance Agreement, the Management Agreement and any other severance plan, policy or arrangement of Province or the Company. Notwithstanding the foregoing, the parties hereby agree that Section 2.2 of the Severance Agreement will continue to apply in accordance with its terms, provided that Section 2.2 of the Severance Agreement will not apply to any payment, right or benefit provided to the Consultant under Section 4.1 or 4.4 hereof or any coverage under Section 4.2

hereof following two years after the Effective Time.

2. Consulting Period. Subject to early termination as provided in Section 5 hereof, the term of this Agreement will begin on the Effective Time and will end on the date that is twenty-four months following the date of the Effective Time (the ?Consulting Period?).

3. Consultancy.

3.1 Consulting Services. During the Consulting Period, the Consultant agrees to be available for up to 20 hours per month to (a) perform transition and integration services with respect to the transactions contemplated in the Merger Agreement, (b) identify and develop potential acquisition targets for the Company and assist with acquisitions by the Company, (c) assist with government relations and (d) perform any other services related to the businesses of Province and the Company as reasonably requested (the ?Consulting Services?). The Consultant shall report directly to the Chief Executive Officer of the Company and shall perform such Consulting Services as directed by the Chief Executive Officer, which shall be consistent with the Consultant?s industry standing and expertise. The Consulting Services will be performed at such times as are reasonably requested by the Company after reasonable consultation with the Consultant. The Consulting Services will be performed at the Company?s principal executive offices or at such other locations as may be reasonably specified by the Company from time to time.

3.2 Status. The Consultant acknowledges and agrees that his status at all times during the Consulting Period shall be that of an independent contractor, and that he may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever without obtaining the prior written approval of an authorized representative of the Company therefor. The Consultant hereby waives any rights to be treated as an employee or deemed employee of the Company or any of its affiliates for any purpose following his termination of employment at the Effective Time. The parties hereby acknowledge and agree that the compensation provided for in Section 4 hereof shall represent fees for the Consultant?s Consulting Services as an independent contractor, and shall be paid therefor without any deductions or withholdings taken therefrom for taxes or any other purpose. The Consultant further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of compensation under this Agreement, and specifically agrees that the determination of any tax liability or other consequences of the payment set forth above is his sole and complete responsibility and that he will pay all federal, state and local taxes, if any, assessed on such payments, but will not be responsible for any taxes or penalties imposed by any taxing authority against the Company for its failure to properly report the Consultant?s earnings under this Agreement.

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