EX-10.5







	 	 	 	 	 



Exhibit 10.5




CHS/COMMUNITY HEALTH SYSTEMS, INC.




DEFERRED COMPENSATION PLAN




As Amended Effective October 1, 1993; January 1, 1994; January 1, 1995;

April 1, 1999; July 1, 2000; January 1, 2001; and June 30, 2002




Original Effective Date: June 1, 1991





 









 









TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I 
	 	DEFINITIONS AND CONSTRUCTION	1	 
	 
	ARTICLE II 
	 	ADMINISTRATION	5	 
	 
	ARTICLE III 
	 	PARTICIPATION	5	 
	 
	ARTICLE IV 
	 	BENEFITS	6	 
	 
	ARTICLE V 
	 	VESTING	8	 
	 
	ARTICLE VI 
	 	TRUST	9	 
	 
	ARTICLE VII 
	 	PAYMENT OF BENEFITS	9	 
	 
	ARTICLE VIII 
	 	HARDSHIP DISTRIBUTIONS	10	 
	 
	ARTICLE IX 
	 	SALE OF THE COMPANY	11	 
	 
	ARTICLE X 
	 	NATURE OF THE PLAN	11	 
	 
	ARTICLE XI 
	 	EMPLOYMENT RELATIONSHIP	11	 
	 
	ARTICLE XII 
	 	AMENDMENT AND TERMINATION	12	 
	 
	ARTICLE XIII 
	 	CLAIMS PROCEDURE	12	 
	 
	ARTICLE XIV 
	 	MISCELLANEOUS	12	 






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CHS/COMMUNITY HEALTH SYSTEMS, INC.

DEFERRED COMPENSATION PLAN




W I T N E S S E T H:




     WHEREAS, Community Health Investment Corporation (formerly CHS Management Corporation) has
previously established the CHS/Community Health Systems, Inc. Deferred Compensation Plan (the
“Plan”) to provide retirement and incidental benefits for certain executive employees of the
company, effective June 1, 1991; and



     WHEREAS, the Plan was amended in certain respects, effective December 1, 1991; and



     WHEREAS, effective January 1, 1992, Community Health Systems, Inc. (the “Company”) adopted the
Plan and assumed all of the duties and responsibilities of Community Health Investment Corporation;
and



     WHEREAS, the Plan was further amended in certain respects effective October 1, 1993,
January 1, 1994, January 1, 1995, April 1, 1999, July 1, 2000, and January 1, 2001, including the
change in the name of the Company to CHS/Community Health Systems, Inc.; and



     WHEREAS, the Company wishes to amend the Plan further as provided herein;



     NOW, THEREFORE, the Plan shall be and is hereby amended and restated in this form, effective
as of June 30, 2002, except as otherwise provided herein


        .

ARTICLE I




Definitions and Construction




     1.1 Definitions. Where the following words and phrases appear in the Plan, they shall
have the respective meanings set forth below, unless their context clearly indicates to the
contrary:




	(1)	 	Account: A memorandum bookkeeping account established on the records of the Company
for a Member that is credited with amounts determined pursuant to Sections 4.1 and 4.2 of the
Plan. As of any Determination Date, a Member’s benefit under the Plan shall be equal to the
amount credited to his Account as of such date. If a Member has made an election to defer a
portion of his Compensation until a specified date pursuant to Section 3.4, the account
described herein shall consist of such subaccounts as are necessary to segregate such deferral
from the other amounts deferred by the Member.






	(2)	 	Affiliate: Any subsidiary of Community Health Systems, Inc., the corporate parent of
the Company.




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	(3)	 	Benefit Exchange Agreement: An agreement entered into between certain Members and the
Company in connection with the surrender of the Member’s interest in the Split Dollar
Agreement and the Member’s vested interest in the cash value of the variable life insurance
policy that is subject to the terms of the Split Dollar Agreement, as it may be amended.






	(4)	 	Bonus: The bonus paid by the Company or an Affiliate to a Member pursuant to an
employment agreement between the Company or an Affiliate and the Member or otherwise for
services rendered or labor performed while a Member.






	(5)	 	Change of Control: A Change of Control occurs in the event of a sale of all or
substantially all of the stock or assets of the Company to a purchaser if the debt-to-equity
ratio of the purchaser, taking into account the sale of the stock or assets of the Company, is
greater than .75 to 1 as determined by the Committee immediately prior to the sale.






	(6)	 	Committee: The administrative committee appointed by the Company to administer the
Plan, if any, which committee shall consist of the same persons designated by the Company
pursuant to the terms of the Retirement Plan to act on behalf of the Company, as the
administrator of such Plan.
	 
	(7)	 	Company: CHS/Community Health Systems, Inc.







	(8)	 	Company Matching Contributions: Contributions made to the Retirement Plan by the
Company or an Affiliate on a Member’s behalf pursuant to Section 4.1(b) of the Retirement Plan
or otherwise as provided for therein.






	(9)	 	Compensation: The total base salary paid by the Company or an Affiliate during the
Plan Year to or for the benefit of a Member for services rendered or labor performed while a
Member.






	(10)	 	Contributing Member: A Member who, for a Plan Year, made a deferral election pursuant
to Section 3.2, Section 3.3 and/or Section 3.4.
	 
	(11)	 	Determination Date. The last business day of each quarter in a calendar year.







	(12)	 	Earnings Credit: The earnings applied to a Member’s Account as of each Determination
Date pursuant to Section 4.2(b).
	 
	(13)	 	Effective Date: June 1, 1991.








	(14)	 	Investment(s): Any investment fund(s) offered through the Trustee or its affiliates
including Nations Fund, Inc., Nations Fund Trust, or Nations Fund Portfolios, Inc. (or their
successors).






	(15)	 	Investment Gains or Losses: Actual gains or losses realized from investments applied
to a Member’s Account as of each Determination Date pursuant to Section 4.2(a) of the Plan,
after deducting applicable investment-related costs and expenses, if any. For the




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	 	 	Determination Date, such Member’s Account shall be reduced or increased for an amount equal
to the Federal or state income taxes that the Company is required to pay or expects to
realize in relation to such investment(s)’ taxable gain or loss realized during such year.
	 
	(16)	 	Limitations: Benefit limitations imposed on the Retirement Plan under the Employee
Retirement Income Security Act of 1974, as amended, and under sections 401(a)(17), 401(k)(3),
401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as amended.






	(17)	 	Member: Any employee of the Company or an Affiliate who has been designated by the
Committee as a Member of the Plan until such employee ceases to be a Member in accordance with
Section 3.1 of the Plan.






	(18)	 	Plan: CHS/Community Health Systems, Inc. Deferred Compensation Plan, as amended from
time to time.






	(19)	 	Plan Year: The seven-month period commencing June 1, 1991, and ending December 31,
1991 and each twelve-consecutive month period commencing January 1 of each year thereafter.






	(20)	 	Post-Termination Benefits Deposit: Certain deposit provided for under the terms of
the Split Dollar Agreement.






	(21)	 	Retirement Plan: Community Health Systems, Inc. 401(k) Plan.






	(22)	 	Split Dollar Agreement: An agreement entered into between the Company and the Member
pursuant to the provisions of the Supplemental Survivor Accumulation portion of the Community
Health Systems, Inc. Supplemental Benefits Plan.






	(23)	 	SSP: CHS 401(k) Supplemental Savings Plan.
	 
	(24)	 	Trust Agreement: The agreement entered into between the Company and the Trustee
establishing a trust to hold and invest contributions made by the Company under the Plan and
from which all or a portion of the amounts payable under the Plan to Members and their
beneficiaries will be distributed.
	 
	(25)	 	Trust Assets: All assets held by the Trustee under the Trust Agreement.
	 
	(26)	 	Trustee: The trustee or trustees qualified and acting under the Trust Agreement at
any time.





     1.2 Number and Gender. Wherever appropriate herein, words used in the singular shall
be considered to include the plural and the plural to include the singular. The masculine gender,
where appearing in this Plan, shall be deemed to include the feminine gender and vice versa.



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     1.3 Headings. The headings of Articles and Sections herein are included solely for
convenience and if there is any conflict between such headings and the text of the Plan, the text
shall control.



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ARTICLE II




Administration




     The Plan shall be administered by the Committee that shall be authorized, subject to the
provisions of the Plan, to establish rules and regulations and make such interpretations and
determinations as it may deem necessary or advisable for the proper administration of the Plan and
all such rules, regulations, interpretations, and determinations shall be binding on all Plan
Members and their beneficiaries. The Committee shall be composed of not less than three
individuals. Each member of the Committee shall serve until he resigns or is removed by the
Company. Upon the resignation or removal of a member of the Committee, the Company shall appoint a
substitute member. No member of the Committee shall have any right to vote or decide upon any
matter relating solely to himself under the Plan or to vote in any case in which his individual
right to claim any benefit under the Plan is particularly involved. In any case in which a
Committee member is so disqualified to act, and the remaining members cannot agree, the Company
shall appoint a temporary substitute member to exercise all the powers of the disqualified member
concerning the matter in which he is disqualified. All expenses incurred in connection with the
administration of the Plan shall be borne by the Company.



ARTICLE III




Participation




     3.1 Eligibility. Any employee of the Company or an Affiliate shall become a Member
upon designation by the Committee. Once an employee has been designated as a Member, he shall
automatically continue to be a Member until he ceases to be an employee of the Company or an
Affiliate or is removed as a Member by the Committee. Notwithstanding the preceding provisions of
this Section 3.1, participation in this Plan shall at all times be limited to a selected group of
management or highly compensated employees of the Company.



     3.2 Compensation Deferral Election. Any Member may elect to defer receipt of an
integral percentage of his Compensation for one or more calendar quarters during a Plan Year under
the Plan. A Member’s election to defer receipt of Compensation for any calendar quarter(s) of a
Plan Year shall be made prior to the beginning of such calendar quarter(s) of the Plan Year and
shall be irrevocable for such calendar quarter(s) of the Plan Year. The reduction in a Member’s
Compensation pursuant to his election shall be effected by Compensation reductions as of each
payroll period within the election period.



     3.3 Bonus Deferral Election. Any Member may elect to defer receipt of an integral
percentage of his Bonus for any Plan Year under the Plan. A Member’s election to defer receipt of
his Bonus for any Plan Year shall be made prior to the earlier of (i) the date on which such bonus
becomes payable and ascertainable, or (ii) October 1 of such Plan Year for which such Bonus is
payable, and shall be irrevocable for such Plan Year. The election to defer receipt of such
percentage of a Member’s Bonus pursuant to the deferral election above shall be effected by a
reduction in the amount of the Bonus to which such deferral election relates.



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     3.4 Targeted Deferral Election. In general, all amounts deferred by a Member pursuant
to Sections 3.2 and 3.3 shall be held for the Member and distributed following the Member’s
termination of employment or the occurrence of a hardship event pursuant to Sections 7.1, 7.2 and
8.1. Notwithstanding the preceding sentence, a Member may also defer the receipt of any portion of
the Member’s Compensation otherwise deferred pursuant to the provisions of Sections 3.2 and 3.3
until a specific future date, by executing a deferral form designed for such purpose as specified
by the Committee. Upon the occurrence of any such date specified by a Member in such an election
form, the deferred amount, and the Earnings Credit and Investment(s) Gains or Losses attributable
thereto, shall be distributed to the Member. Until so distributed, such deferral amounts shall
continue to be a part of the Member’s Account.



     3.5 Investment Request. A Member may request the Committee to invest or change the
investment of all or a portion of his Account in any Investments. A Member may make such request
at any time, provided that the Committee shall only be obligated to direct the Trustee to make such
investment or charge such investment as soon as reasonably practicable and within the guidelines
and requirements established by the Trustee for the investment of funds held in the Account. A
Member who does not request the Committee to invest any portion of his Account shall have the funds
held in such Account in a money market fund offered through the Trustee or its affiliates.



     3.6 Post-Termination Benefits Deposit. Notwithstanding any provision of the Plan to
the contrary, the Company may make for any Member an annual contribution equal to that portion of
Post-Termination Benefit Deposits to be made to the Plan as calculated under the terms of any
Benefits Exchange Agreement between the Member and the Company.



ARTICLE IV




Benefits




     4.1 Amount of Benefit.



     (a) Deferral Contributions. As of the last day of each payroll period of each Plan
Year, a Member’s Account shall be credited with an amount equal to the Compensation deferred under
the Plan pursuant to an election by the Member as described in Article III for such payroll period.
Effective as of June 30, 2002, as of the last day of each payroll period of each Plan Year, a
Member’s Account shall be credited with an amount equal to that portion of Post-Termination Benefit
Deposits made to the Plan, if any, as calculated under the terms of the Benefits Exchange Agreement
between the Member and the Company.



     (b) Matching Contributions. As of the last day of each Plan Year, or, if later, the
date on which the Company Matching Contributions are made under the Retirement Plan for any such
Plan Year, the Member’s Account of each Contributing Member during such Plan Year who remains
employed by the Company on such date shall be credited with an amount equal to the following:




     (1) the Company Matching Contributions to which such Contributing Member would
have been entitled under the Retirement Plan taking into account



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both (i) the salary deferrals made by such Contributing Member to the Retirement
Plan for the Plan Year, and (ii) the deferrals made by such Contributing Member
under this Plan pursuant to Sections 3.1, 3.2, or 3.3 for the same Plan Year (up to
a combined maximum of six percent (6.00%) of such Contributing Member’s Compensation
assuming that none of the Limitations were imposed); minus




     (2) the Company Matching Contributions, if any, actually made on behalf of such
Contributing Member under the Retirement Plan for such Plan Year; minus




     (3) the Company contributions, if any, to accounts actually made on behalf of
such Contributing Member under the SSP for such Plan Year.


In addition, if (i) the total of such Contributing Member’s salary deferrals under the Retirement
Plan (as adjusted after application of the Limitations) and deferrals pursuant to the SSP and
Sections 3.1, 3.2 or 3.3 under this Plan is less than 6.00% of such Contributing Member’s
Compensation for a Plan Year; and (ii) the Contributing Member elects to increase his or her
deferrals under this Plan by all or any portion of any salary deferrals to the Retirement Plan that
are returned to the Contributing Member as a result of the application of the Limitations within
120 days after receipt of such returned salary deferrals, even if such increased deferrals are made
in the next Plan Year; such increased deferrals shall also be taken into account in subparagraph
(a) above until the total of the Contributing Member’s salary deferrals under the Retirement Plan,
SSP, and deferrals under this Plan for the Plan Year equals 6.00% of the Contributing Member’s
Compensation.




     (c) Benefit Exchange Agreement Contributions. Effective for Plan Years beginning on
or after January 1, 2002, the Company shall credit to the Account of each Member who has entered
into a Benefit Exchange Agreement with the Company the following amounts, as specified under the
terms of each such Benefit Exchange Agreement:




(1) all unpaid 2001 and 2002 variable life insurance policy premium payments
required under the terms of the Split Dollar Agreement;




(2) an amount equal to 100% of the net cash surrender value of such variable life
insurance policy on the date such policy is surrendered by the Company; and




(3) if required by the Member’s Benefit Exchange Agreement, annual amounts equal to
the premium payments to such variable life insurance policy that would have been
required under the Split Dollar Agreement for years after 2002, reduced each year by
the actual cost of providing supplemental life insurance coverage to the Member
pursuant to the terms of the Benefit Exchange Agreement.


As of any Determination Date, the benefit to which a Member or his beneficiary shall be entitled
under the Plan shall be equal to the amount credited to such Member’s Account as of such date.




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     (d) Special Contributions. For the Plan Year beginning January 1, 2003, the Company
shall make a special one-time cash contribution to each Participant’s Account in an amount equal to
the dollar value of the matching contributions that were forfeited by the Participants under the
Retirement Plan for the plan years of the Retirement Plan that ended on December 31, 2001, and
December 31, 2002. The Plan Administrator shall determine the dollar value of all such forfeited
matching contributions, which determination shall be final and binding on all Participants. Such
special contributions shall be made no later than September 15, 2003, unless the Plan Administrator
has not yet finally determined the amount of the forfeited matching contributions, in which event
such contributions shall be made not later than 30 days after such forfeited matching contributions
are finally determined by the Plan Administrator. Notwithstanding the foregoing, no such special
contribution shall be made for a Member if the Company makes a similar contribution for a Member to
the SSP.



     4.2 Investment Credit. As of each Determination Date, the Account of each Member
shall be credited with Investment Gains or Losses as provided in this Section 4.2.




	 	(a)	 	If a Member has requested in accordance with Section 3.5 of the Plan that all
or a portion of his Account be invested in any particular Investment(s), the Account of
such Member shall be credited with the Investment Gains or Losses since the preceding
Determination Date.
	 
	 	(b)	 	Any portion of a Member’s Account, the investment of which has not been
requested by the Member, shall be credited with the Earnings Credit for such
Determination Date.
	 
	 	(c)	 	A Member’s Account shall not be credited with any Investment Credit under this
Section 4.2 on the Company Matching Contributions portion credited to his Account as of
the last day of each Plan Year pursuant to Section 4.1 of the Plan until the Company
actually makes the cash deposit of such Matching Contributions with the Trustee.





ARTICLE V




Vesting




     All amounts credited to a Member’s Account shall be fully vested and not subject to forfeiture
for any reason; provided, however, the amounts credited to a Member’s Account pursuant to the
second paragraph of Section 4.1, including any Earnings Credit and/or Investment Gains or Losses
allocable to such credits, shall be subject to the same vesting schedule as that set forth in the
Retirement Plan. Notwithstanding the preceding sentence, the benefits payable to each Member
hereunder constitute an unfunded, unsecured obligation of the Company, and the assets held by the
Company and the Trustee remain subject to the claims of the Company’s creditors.





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ARTICLE VI





Trust




     The Company may, from time to time and in its sole discretion, pay and deliver money or other
property to the Trustee for the payment of benefits under the Plan. Notwithstanding any provision
in the Plan to the contrary, distributions due under the Plan to or on behalf of Members shall be
made by the Trustee in accordance with the terms of the Trust Agreement and the Plan; provided,
however, that the Company shall remain obligated to pay all amounts due to such persons under the
Plan. To the extent that Trust Assets are not sufficient to pay any amounts due under the Plan to
or on behalf of the Members when such amounts are due, the Company shall pay such amounts directly.
Nothing in the Plan or the Trust Agreement shall relieve the Company of its obligation to make the
distributions required in Article VII hereof except to the extent that such obligation is satisfied
by the application of funds held by the Trustee under the Trust Agreement. Any recipient of
benefits hereunder shall have no security or other interest in Trust Assets. Any and all Trust
Assets shall remain subject to the claims of the general creditors of the Company, present and
future, and no payment shall be made under the Plan unless the Company is then solvent. Should an
inconsistency or conflict exist between the specific terms of the Plan and those of the Trust
Agreement, then the relevant terms of the Trust Agreement shall govern and control.



ARTICLE VII




Payment of Benefits




     7.1 Termination of Employment. Upon a Member’s termination of employment with the
Company or an Affiliate for any reason, the amount credited to such Member’s Account as of the
Determination Date immediately preceding such Member’s termination of employment, adjusted for any
amount deferred and Earnings Credit and Investment(s) Income or Loss realized from such
Determination Date to the date of the Member’s termination of employment, shall be distributed to
such Member or, if the Member’s termination of employment is on account of death, to the Member’s
beneficiary as determined pursuant to Section 7.2 below.



     7.2 Death. Upon a Member’s death, the amount credited to such Member’s Account as of
the Determination Date immediately preceding the date of such Member’s death, adjusted for any
amount deferred and Earnings Credit and Investment Gains or Losses realized from such Determination
Date to the date of the Member’s death, shall be distributed to such Member’s designated
beneficiary. The Member, by written instrument filed with the Committee in such manner and form as
the Committee may prescribe, may designate one or more beneficiaries to receive such payment. The
beneficiary designation may be changed from time to time prior to the death of the Member. In the
event that the Committee has no valid beneficiary designation on file, the amount credited to such
Member’s Account shall be distributed to the Member’s surviving spouse, if any, or if the Member
has no surviving spouse, to the executor or administrator of the Member’s estate.



     7.3 Targeted Deferrals. If a Member has made one or more targeted deferrals pursuant
to Section 3.4, upon the date specified in any election form used by the Member to make such
election, the amount credited in the subaccount of the Member’s Account which relates to such
deferral as of the Determination Date immediately preceding such specified date



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shall be distributed to such Member. If some event takes place that would entitle a Member to a
distribution under Sections 7.1 or 7.2 prior to such specified date, the amounts in such subaccount
shall be distributed along with any other amounts in the Member’s Account pursuant to Section 7.1
or 7.2.



     7.4 Time of Payment. Payment of a Member’s benefit hereunder shall be made (or
commence if payment is in the form of an annuity contract) as soon as administratively feasible
following the date on which the Member or his beneficiary becomes entitled to such benefit pursuant
to Sections 7.1, 7.2, or 7.3, but no earlier than 10 days thereafter and no later than 45 days
thereafter, except for the Company Matching Contributions as provided herein. If a Member’s
termination of employment or death or any other events which caused termination of the Plan, occurs
within the first four months of a year, the portion of the Company Matching Contributions for the
preceding Plan Year that has been credited to a Member’s Account shall be distributed to such
Member no later than the earlier of (i) the date of which the calculation of such contributions has
been finalized or (ii) May 1 of the year of termination of employment or death, or any other events
which shall entitle the Member to a distribution. In all other events, the 10 days and 45 days
limitation shall apply to the distribution of the Member’s entire Account balance, unless expressly
provided otherwise.



     7.5 Form of Payment. For purposes of distributing all of a Member’s Account other
than any portion thereof attributable to targeted deferrals and earnings thereon, the form of any
payment to a Member or his designated beneficiary shall be in substantially equal annual
installments over a period of ten (10) years, paid in cash or by certified check, with the first
such payment to be made on the first business day of the calendar year following the Member’s
termination of employment (for purposes of payments made pursuant to Section 7.1) or death (for
purposes of payments made pursuant to Section 7.2), unless the Member has made an election to
receive such distribution in the form of a lump sum payment or in five (5) substantially equal
installment payments in such manner and form as prescribed by the Committee. Any election, or
subsequent election, made by the Member pursuant to this Section shall not be effective until the
passage of twelve (12) consecutive months before the date of the Member’s termination of employment
with the Company or an Affiliate, if payment is required pursuant to Section 7.1, or the Member’s
date of death, if the payment is required pursuant to Section 7.2. All distributions of that
portion of a Member’s Account attributable to any targeted deferral and earnings thereon shall be
distributed in a single lump sum payment, in cash or certified check, on the date specified by the
Member in the election form used to make the targeted deferral, or as soon thereafter as
administratively possible.



ARTICLE VIII




Hardship Distributions




     Upon written application by a Member who has experienced an unforeseeable emergency, as
determined by the Committee, the Committee may distribute to such Member an amount not to exceed
the lesser of the amount credited to such Member’s Account or the amount determined by the
Committee as being reasonably necessary to satisfy the emergency need. For purposes of this
Article VIII, a hardship distribution pursuant to an unforeseeable emergency shall be authorized in
the event of severe financial hardship to the Member resulting from a



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sudden and unexpected illness or accident of the Member or his dependent, loss of the Member’s
property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as
a result of events beyond the Member’s control. An unforeseeable emergency will not include the
need to send a Member’s child to college or the desire to purchase a home. Additionally, the
Member must demonstrate that the hardship may not be relieved through reimbursement or compensation
by insurance or otherwise, by liquidation of the Member’s assets, to the extent the liquidation of
such assets would not itself cause severe financial hardship, or by cessation of deferrals under
this Plan.




ARTICLE IX




Sale of the Company




     In the event of a sale of all or substantially all of the stock or assets of the Company,
either (a) the purchaser shall assume the liabilities of the Plan and shall continue to operate the
Plan in accordance with the provisions set forth herein (including any subsequent amendments
hereto) or (b) the Plan shall be terminated and the amount credited to each Member’s Account shall
be distributed in a lump sum payment in cash or by certified check to each such Member in
accordance with Section 7.4. However, should such sale result in a Change of Control, the Plan
shall be terminated and the amount credited to each Member’s Account shall be distributed in a lump
sum payment in cash or by certified check to each such Member in accordance with Section 7.4.



ARTICLE X




Nature of the Plan




     The Plan shall constitute an unfunded, unsecured obligation of the Company to make cash
payments in accordance with the provisions of the Plan. The Plan is not intended to meet the
qualification requirements of section 401 of the Internal Revenue Code of 1986, as amended. The
Company in its sole discretion may set aside such amounts for the payment of Accounts as the
Company may from time to time determine. Neither the establishment of the Plan, the operation
thereof, nor the setting aside of any amounts shall be deemed to create a funding arrangement. No
Member shall have any security or other interest in any such amounts set aside or any other assets
of the Company.



ARTICLE XI




Employment Relationship




     Nothing in the adoption or implementation of the Plan shall confer on any employee the right
to continued employment by the Company or an Affiliate or affect in any way the right of the
Company or an Affiliate to terminate his employment at any time. Any question as to whether and
when there has been a termination of a Member’s employment, and the cause of such termination,
shall be determined by the Committee, and its determination shall be final.



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ARTICLE XII




Amendment and Termination




     The Company may amend or terminate the Plan, by resolution duly adopted, without the consent
of the Members; provided, however, that no such amendment or termination shall adversely affect any
benefits which have been earned prior to any such amendment or termination. Further, upon
termination of the Plan, the Committee, in its sole discretion, may elect to distribute the amount
credited to each Member’s Account in a lump sum cash payment in accordance with Section 7.4;
provided, however, in the event of a Change of Control, the amount credited to each Member’s
Account must be distributed in accordance with Section 7.4.



ARTICLE XIII




Claims Procedure




     The Committee shall have full power and authority to interpret, construe and administer the
Plan, and the Committee’s interpretations and construction hereof, and actions hereunder, including
the timing, form, amount or recipient of any payment to be made hereunder, shall be binding and
conclusive on all persons for all purposes. In the event that an individual’s claim for a benefit
is denied or modified, the Committee shall provide such individual with a written statement setting
forth the specific reasons for such denial or modification in a manner calculated to be understood
by the individual. Any such written statement shall reference the pertinent provisions of the Plan
upon which the denial or modification is based and shall explain the Plan’s claim review procedure.
Such individual may, within forty-five (45) days of receipt of such written statement, make
written request to the Committee for review of its initial decision. Within forty-five (45) days
following such request for review, the Committee shall, after affording such individual a
reasonable opportunity for a full and fair hearing, render its final decision in writing to such
individual. Notwithstanding the preceding sentence, should a Member’s claim be related to the
preceding Plan Year’s Company Matching Contributions, the Committee shall render its final decision
on the later of (i) forty-five (45) days following such request for review, or (ii) 120 days after
the end of the preceding Plan Year. No member of the Committee shall be liable to any person for
any action taken or omitted in connection with the interpretation and administration of the Plan
unless attributable to his own willful misconduct or lack of good faith. Members of the Committee
shall not participate in any action or determination regarding their own benefits hereunder.



ARTICLE XIV




Miscellaneous




     14.1 Indemnification. The Company shall indemnify and hold harmless each member of
the Committee and any other persons acting on its behalf, against any and all expenses and
liabilities arising out of his or her administrative functions or fiduciary responsibilities,
excepting only expenses and liabilities arising out of the individual’s own willful misconduct or
lack of good faith. Expenses against which such person shall be indemnified hereunder include,
without



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limitation, the amounts of any settlement or judgment, costs, counsel fees and related charges
reasonably incurred in connection with a claim asserted or a proceeding brought or settlement
thereof.



     14.2 Effective Date. The Plan shall become operative and effective as of the
Effective Date and shall continue until amended or terminated as provided in Article XII.



     14.3 Withholding Taxes. The Company shall have the right to deduct from any payments
made under this Plan, any federal, state or local taxes required by law to be withheld with respect
to such payments.



     14.4 Nonalienation of Benefits. Subject to income tax withholding, benefits payable
under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either
voluntary or involuntary, including any such liability which is for alimony or other payments for
the support of a spouse or former spouse, or for any other relative of the Member, prior to
actually being received; and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void.
The Company shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.



     14.5 Severability. If any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining provisions hereof; rather,
each provision shall be fully severable and the Plan shall be construed and enforced as if said
illegal or invalid provision had never been included herein.



     14.6 Jurisdiction. The situs of the Plan hereby created is Tennessee. All provisions
of the Plan shall be construed in accordance with the laws of Tennessee except to the extent
preempted by federal law.



     IN WITNESS WHEREOF, the undersigned has caused this restated Plan to be executed effective as
of June 30, 2002.



	 	 	 	 	 	 	 
	 	 	CHS/COMMUNITY HEALTH SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Linda Parsons
 

	 	 
	 	 	Title: Vice President, Human Resources	 	 







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