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                                                                    Exhibit 10.4

                     COMMUNITY HEALTH SYSTEMS HOLDINGS CORP.

                           EMPLOYEE STOCK OPTION PLAN

            1. PURPOSE. The purpose of the Community Health Systems Holdings
Corp. Employee Stock Option Plan is to provide financial incentives to employees
of the Company or its direct or indirect wholly owned subsidiaries whose
entrepreneurial and management talents and commitments will contribute to the
continued growth and expansion of the Company's business.

                  The options granted under the Plan are not intended to qualify
as Incentive Stock Options within the meaning of Section 422 of the Code.

            2. DEFINITIONS. For purposes of this Plan:

                  (a) "Affiliate" means any person directly or indirectly
controlling, controlled by or under common control with the person of which it
is an Affiliate.

                  (b) "Board" means the Board of Directors of the Company or the
Executive Committee of the Board of Directors of the Company.

                  (c) "Class A Common Stock" means the Class A Common Stock, par
value $.01 per share, of the Company and any other securities into which such
shares are changed or for which such shares are exchanged.

                  (d) "Class C Common Stock" means the Class C Nonvoting Common
Stock, par value $.01 per share, of the Company and any other securities into
which such shares are changed or for which such shares are exchanged, including
as described in Section 7 hereof.

                  (e) "Code" means the Internal Revenue Code of 1986, as
amended.
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                  (f) "Committee" means the Compensation Committee of the Board
of Directors of the Company, unless otherwise specified by the Board, in which
event the committee shall be as specified by the Board, which committee shall
administer the Plan and perform the functions set forth herein.

                  (g) "Company" means Community Health Systems Holdings Corp., a
Delaware corporation, and any successor to Community Health Systems Holdings
Corp. by merger, consolidation or otherwise.

                  (h) "Eligible Person" means any employee of the Company or any
of its direct or indirect wholly owned subsidiaries whom the Committee
designates as eligible to receive Options under the Plan.

                  (i) "FL & Co. Companies" means individually and collectively
Forstmann Little & Co. Equity Partnership-V, L.P., a Delaware limited
partnership, and Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership-VI, L.P., a Delaware limited partnership.

                  (j) "Initial Public Offering" means the first Public Offering.

                  (k) "Legal Representative" means the guardian, executor,
administrator or other legal representative of the Optionee. All references
herein to the Optionee shall be deemed to include references to the Optionee's
Legal Representative, if any, unless the context otherwise requires.

                  (l) "Option" means an option to purchase shares of Class C
Common Stock granted under the Plan.

                  (m) "Optionee" means a person to whom an Option has been
granted under the Plan.

                  (n) "Option Price" means the price at which a share of Class C
Common Stock can be purchased pursuant to an Option.


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                  (o) "Plan" means the Community Health Systems Holdings Corp.
Employee Stock Option Plan as set forth in this instrument and as it may be
amended from time to time.

                  (p) "Public Offering" means a public offering of Class A
Common Stock registered under the Securities Act of 1933, as amended.

                  (q) "Stock Option Agreement" means the written agreement
between an Optionee and the Company evidencing the grant of an Option under the
Plan and setting forth the terms and conditions of that Option.

                  (r) "Stockholder's Agreement" means the Stockholder's
Agreement governing the rights, duties and obligations of present or former
employees of the Company with respect to shares of Class C Common Stock granted
or sold to such persons, or issued pursuant to options granted or sold to such
persons, in the form attached hereto as Annex I or such form as is in use by the
Company at the time of exercise of the Option or any part thereof or such other
form which the Company elects to require the Optionee to execute in connection
with the Optionee's exercise of the Option. All references in any Stock Option
Agreement to sections of a Stockholder's Agreement shall be to sections of the
Stockholder's Agreement which is attached hereto or to the corresponding
sections of any Stockholder's Agreement in use by the Company at the time of
exercise of any Option or which the Company elects to require the Optionee to
execute in connection with the Optionee's exercise of the Option.

                  (s) "Third Party" means any person or entity which is not any
of the FL & Co. Companies or a partner or an Affiliate of any of the FL & Co.
Companies or an Affiliate of such partner.

                  (t) "Total Private Sale" means any of the following events:
(i) the merger or consolidation of the Company with or into another corporation
(other than a merger or consolidation in which the Company is the surviving
corporation and which does not result in any capital reorganization or
reclassification or other change of


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the then outstanding shares of Class A Common Stock), or (ii) the liquidation of
the Company, or (iii) the sale to a Third Party of all or substantially all of
the assets of the Company pursuant to a plan of liquidation or otherwise, or
(iv) the sale to a Third Party of Class A Common Stock (other than through a
Public Offering); in each case provided that, as a result thereof, the FL & Co.
Companies, the direct and indirect partners of any of the FL & Co. Companies and
any Affiliates of any of the foregoing cease to own, directly or indirectly, any
shares of the voting stock of the Company.

            3. ADMINISTRATION. The Plan shall be administered by the Committee,
which shall hold meetings when it deems necessary and shall keep minutes of its
meetings. The Committee shall have all of the powers necessary to enable it to
carry out its duties under the Plan properly, including the power and duty to
construe and interpret the Plan and to determine all questions arising under it.
The Committee's interpretations and determinations shall be conclusive and
binding upon all persons. The Committee may also establish, from time to time,
such regulations, provisions, procedures and conditions regarding the Options
and granting of Options which in its opinion may be advisable in administering
the Plan. The acts of a majority of the total membership of the Committee at any
meeting, or the acts approved in writing by all of its members, shall be the
acts of the Committee; provided, that if at any time the Committee is the Board,
the acts of a majority of the members of the Board present at any meeting, or
the acts approved in writing by all of its members, shall be the acts of the
Committee.

            4. SHARES AVAILABLE FOR OPTION.

                  (a) The Committee shall have the authority to grant Options to
purchase up to an aggregate of 9,000 shares of Class C Common Stock.

                  (b) In the event that an Option granted under the Plan to any
Eligible Person expires or is for any other reason terminated, those shares of
Class C Common Stock covered by any portion of such Option that has not been
exercised prior thereto shall thereafter be available for the granting of future
Options under the Plan.


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                  (c) The Company may, but shall not be required to, reserve out
of its authorized but unissued shares of Class C Common Stock, or out of shares
of Class C Common Stock held in treasury, or partly out of each, as may be
determined by the Board, shares of Class C Common Stock for issuance upon
exercise of any Option.

            5. GRANTING OPTIONS.

                  (a) Subject to the provisions of the Plan, the Committee shall
have full and final authority to select those Eligible Persons who will receive
Options. The Committee may also grant more than one Option to a given Eligible
Person during the term of the Plan, either in addition to, or in substitution
for, one or more Options previously granted that Eligible Person. Options shall
be issued pursuant to a Stock Option Agreement, in form and substance approved
by the Committee, executed by the Company and the Optionee.

                  (b) The Committee, in its sole discretion, shall establish the
Option Price at the time an Option is granted.

                  (c) The terms of each Option granted under the Plan may differ
from those of other Options granted under the Plan at the same time, or at some
other time.

                  (d) An Option shall be exercisable in such installments (which
need not be equal) and at such times as may be designated by the Committee and
set forth in the Stock Option Agreement. To the extent not exercised,
installments may accumulate and be exercisable, in whole or in part, at any time
after becoming exercisable, but not later than the date the Option expires. The
Committee may accelerate the exercisability of any Option or portion thereof at
any time. In no event shall the term of any Option granted under the Plan exceed
ten years.

                  (e) Options granted under the Plan shall not be transferable
by the Optionee except as approved by the Committee as reflected in the Stock
Option Agreement.


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                  (f) Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify, extend, replace or renew
outstanding Options granted under the Plan, or accept the surrender of
outstanding Options (to the extent they have not yet been exercised) and grant
new Options in substitution for them. Notwithstanding the foregoing, however, no
modification of an Option shall adversely alter or impair any rights or
obligations under that Option without the affected Optionee's consent.

            6. EXERCISE OF OPTIONS.

                  (a) To exercise an Option, in whole or in part, the Optionee
shall deliver to the Committee a written notice of exercise specifying the
number of shares of Class C Common Stock in respect of which the Option is being
exercised. The Stock Option Agreement shall set forth the minimum number of
shares of Class C Common Stock, if any, which may be purchased at any one time
upon the exercise of an Option. An Optionee shall not be deemed the holder of
any shares of Class C Common Stock subject to the Option or have any rights of a
stockholder with respect thereto until the Option shall have been exercised in
accordance with the terms of the Stock Option Agreement, the shares of Class C
Common Stock in respect of which the Option was exercised shall have been issued
to such Optionee and the name of such Optionee shall have been entered as a
stockholder of record on the books of the Company. The Stock Option Agreement
may contain such other conditions to the exercise of an Option as the Committee
from time to time shall determine and may also contain provisions relating to
the ownership of the shares of Class C Common Stock issued upon the exercise of
the Option or may require the Optionee, as a condition of exercise of the
Option, to execute a Stockholder's Agreement.

                  (b) Except as provided in the Stock Option Agreement, any
Options held by an Optionee shall not be exercisable after the termination of
the Optionee's employment with the Company. In addition, except as provided in
the Stock


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Option Agreement, Options granted under the Plan shall be exercisable only by
the Optionee or the Optionee's Legal Representative.

                  (c) All certificates representing shares of Class C Common
Stock issued pursuant to the exercise of an Option shall bear the following
legend:

                  "The shares represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, or
                  any securities regulatory authority of any state, and may not
                  be sold, transferred, assigned, exchanged, pledged, encumbered
                  or otherwise disposed of except in compliance with all
                  applicable securities laws and except in accordance with the
                  provisions of a Stockholder's Agreement with the Company, a
                  copy of which is available for inspection at the offices of
                  the Company."

            or such other legend to the same effect as approved by the
Committee.

                  (d) To the extent that an Option is not exercised prior to the
expiration of its term or such shorter period of time prescribed by the Plan and
the Stock Option Agreement, the Option shall lapse and all rights of the
Optionee with respect thereto shall terminate.

            7. CHANGES IN CLASS C COMMON STOCK.

                  (a) In the event that the outstanding shares of Class C Common
Stock are changed into or exchanged for a different number or kind of shares of
stock or other securities of the Company, whether through merger, consolidation,
reorganization, recapitalization, stock dividend, stock split-up or other
substitution of securities of the Company, the Committee shall make appropriate
adjustments to the maximum number and kind of shares of stock as to which
Options may be granted under the Plan and the number and kind of shares of stock
with respect to which Options have been granted under the Plan, the Option Price
for such shares and any other economic terms of the Option. The Committee's
adjustment shall be final and binding for all purposes of the Plan and each
Stock Option Agreement entered into under the Plan. No adjustment


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provided for in this Section 7 shall require the Company to issue a fractional
share, and with respect to each Stock Option Agreement the total adjustment as
to the number of shares for which Options have been granted shall be effected by
rounding down to the nearest whole number of shares.

                  (b) Upon the effective date of any Total Private Sale, the
Plan and any unexercised Options granted under the Plan shall terminate unless
provision shall be made in writing in connection with such Total Private Sale
for the continuance of the Plan and such unexercised Options or for the
assumption of such unexercised Options by a successor to the Company or for the
substitution for such unexercised Options of new options covering shares of such
a successor with appropriate adjustments as to number and kind of shares and
prices of shares subject to such new options; provided, however, that in
connection with a Total Private Sale, the Committee may, in its discretion,
authorize the redemption of unexercised Options for a redemption price set forth
in the Stock Option Agreement. In the event that provision is made in writing as
aforesaid in connection with a Total Private Sale, the Plan and the unexercised
Options theretofore granted or the new options substituted therefor shall
continue in the manner and under the terms provided in the Plan and the Stock
Option Agreements and in such writing.

            8. AMENDMENT OR TERMINATION OF PLAN. The Board shall have the right
to amend, suspend or terminate the Plan at any time. The rights of an Optionee
under any Option granted prior to an amendment, suspension or termination of the
Plan shall not be adversely affected by any such action of the Board except upon
the consent of the Optionee; provided that an amendment to Section 4 of the Plan
to increase the number of shares of Class C Common Stock with respect to which
Options may be granted by the Committee shall not be deemed to adversely affect
any Optionee.

            9. INDEMNIFICATION OF THE COMMITTEE. The members of the Committee
shall be indemnified by the Company against all losses, claims, damages and
liabilities, joint or several (including all legal and other expenses reasonably
incurred in connection


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with the preparation for, or defense of, any claim, action or proceeding,
whether or not resulting in any liability), for any acts or omissions which are
within the scope of such member's duties as a member of the Committee to the
fullest extent permitted by law.

            10. COMPLIANCE WITH LAW AND OTHER CONDITIONS. All Options and Stock
Option Agreements shall be governed by, and construed and enforced in accordance
with, the laws of the State of New York without giving effect to the principles
of conflicts of laws thereof, except that matters covered under the General
Corporation Law of the State of Delaware shall be governed thereby, to the
extent in either case not superseded by the laws of the United States.
Notwithstanding anything herein or in any agreements pursuant to which Options
are granted to the contrary, the Company shall not be required to issue shares
pursuant to the exercise of any Option granted under the Plan unless the
Company's counsel has advised the Company that such exercise and issuance comply
with all applicable laws including, without limitation, all applicable federal
and state securities laws.

            11. MISCELLANEOUS. Nothing in the Plan or in any Stock Option
Agreement shall (a) confer on any employee any right to continue in the employ
of the Company or any successor; or (b) affect the right of the Company or any
successor to terminate the employment of an employee at any time; or (c) be
deemed a waiver or modification of any provision contained in any agreement
between the employee and the Company or any successor.

            12. EFFECTIVE DATE AND DURATION OF PLAN. The effective date of the
Plan shall be the date of its adoption by the Board, subject only to the
approval of the stockholders of the Company entitled to vote thereon. No Options
may be granted under the Plan after the date twenty years from the date the Plan
is adopted by the Board.


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                         Form of Stock Option Agreement

            STOCK OPTION AGREEMENT (the "Agreement"), dated as of _________,
between Community Health Systems Holdings Corp., a Delaware corporation
(together with its successors, the "Company"), and ___________ (the
"Optionee").

            1. GRANT OF OPTION.

                  1.1 GRANT. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase all or any part of an aggregate of ____
whole shares of Class C Nonvoting Common Stock, par value $.01 per share, of the
Company (the "Class C Common Stock") (such number being subject to adjustment as
provided in Section 8 hereof) on the terms and conditions set forth in this
Agreement and in the Community Health Systems Holdings Corp. Employee Stock
Option Plan (the "Plan"), a copy of which is being delivered to the Optionee
concurrently herewith and is made a part hereof as if fully set forth herein.

                  1.2 NON-QUALIFIED OPTION. The Option is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Code.

                  1.3 DEFINED TERMS. Except as otherwise defined herein,
capitalized terms used in this Agreement shall have the same definitions as set
forth in the Plan.

            2. PURCHASE PRICE. The price at which the Optionee shall be entitled
to purchase shares of Class C Common Stock upon the exercise of this Option
shall be $587.50 per share (such price being subject to adjustment as provided
in Section 8 hereof) (the "Option Price").

            3. DURATION OF OPTION. The Option shall be exercisable to the extent
and in the manner provided herein for a term of 10 years from the date hereof;
provided, however, that the Option may be earlier terminated as provided in
Section 4, Section 6, Section 7 or Section 9 hereof.

            4. EXERCISABILITY OF OPTION.

                  4.1 AMOUNT OF EXERCISE. Subject to the provisions of this
Agreement and the Plan, the Option shall be exercisable in accordance with the
following schedule:

                  (a) on or after the first anniversary of the date hereof but
            before the second anniversary of the date hereof, the Option may be
            exercised to acquire up to one-fifth of the


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            aggregate number of shares of Class C Common Stock which may be
            purchased pursuant to the Option as set forth in Section 1.1 hereof,
            less any shares previously acquired pursuant to the Option;

                  (b) on or after the second anniversary of the date hereof but
            before the third anniversary of the date hereof, the Option may be
            exercised to acquire up to 40% of the aggregate number of shares of
            Class C Common Stock which may be purchased pursuant to the Option
            as set forth in Section 1.1 hereof, less any shares previously
            acquired pursuant to the Option;

                  (c) on or after the third anniversary of the date hereof but
            before the fourth anniversary of the date hereof, the Option may be
            exercised to acquire up to 60% of the aggregate number of shares of
            Class C Common Stock which may be purchased pursuant to the Option
            as set forth in Section 1.1 hereof, less any shares previously
            acquired pursuant to the Option;

                  (d) on or after the fourth anniversary of the date hereof but
            before the fifth anniversary of the date hereof, the Option may be
            exercised to acquire up to 80% of the aggregate number of shares of
            Class C Common Stock which may be purchased pursuant to the Option
            as set forth in Section 1.1 hereof, less any shares previously
            acquired pursuant to the Option;

                  (e) on or after the fifth anniversary of the date hereof but
            before the expiration of the term of the Option, the Option may be
            exercised to acquire up to 100% of the aggregate number of shares of
            Class C Common Stock which may be purchased pursuant to the Option
            as set forth in Section 1.1 hereof, less any shares previously
            acquired pursuant to the Option.

                  4.2 TIMING OF EXERCISE. Prior to the completion of an Initial
Public Offering, unless the Committee otherwise determines, the Optionee may
exercise the Option (to the extent the Option is exercisable pursuant to Section
4.1 hereof at such time) only during the 60-day period following the date upon
which the Company delivers to the Optionee a certificate of the chief financial
officer of the Company stating that a copy of the Company's consolidated
financial statements for the preceding


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fiscal year is available to the Optionee for his or her review at the principal
office of the Company or such other locations as the Company shall specify (the
"Annual Certificate"). The Company shall use its best efforts to deliver the
Annual Certificate within 30 days after the consolidated financial statements
referred to therein are completed. Upon the completion of an Initial Public
Offering, the Company shall no longer be required to deliver the Annual
Certificate and the Option may be exercised (to the extent the Option is
exercisable pursuant to Section 4.1 hereof at such time) at any time.

                  4.3 SALES OR OTHER EVENTS. The Company shall give the Optionee
10 days' notice (or, if not practicable, such shorter notice as may be
practicable) prior to the anticipated date of the consummation of a Total Sale
(as hereinafter defined) or the anticipated date of the consummation of a
Partial Sale (as hereinafter defined) (the "Sale Notice"). Upon receipt of the
Sale Notice, and for a period of five days thereafter (or such shorter period as
the Committee shall determine and so notify the Optionee), the Optionee shall be
permitted to exercise the Option to the extent provided in this Section 4.3,
whether or not the Option was otherwise so exercisable on the date the Sale
Notice was given; provided, that, in the event of a Total Sale or a Partial Sale
in which the Optionee would be required to participate pursuant to Section 3.4
of the Stockholder's Agreement were the Optionee then a party to such agreement,
the Company may require the Optionee to exercise the Option to the extent
necessary to enable the Optionee to participate therein or to forfeit the Option
(or portion thereof, as applicable). In the case of a Total Sale, the Option may
be exercised in whole or in part for up to the full amount of the shares of
Class C Common Stock covered thereby (less the number of shares previously
acquired by the Optionee upon exercise of the Option, if any). In the case of a
Partial Sale, the Option may be exercised in whole or in part, but not for more
than the excess, if any, of (a) the number of shares with respect to which the
Optionee would be entitled to participate in the Partial Sale pursuant to
Section 3.2 or 3.3, as applicable, of the Stockholder's Agreement, and will so
participate, over (b) the number of shares previously issued to the Optionee
upon exercise of the Option and not disposed of in a prior Partial Sale. In the
event the Total Sale or Partial Sale is not consummated, the Option will be
deemed not to have been exercised and shall be exercisable thereafter to the
extent it would have been exercisable if no such notice had been given. In lieu
of permitting or requiring the Optionee to exercise the Option in the event of a
Total Sale, the Committee, in its sole discretion, may instead cause the Company
to redeem the unexercised portion of the Option pursuant to Section 9 hereof. In
lieu of permitting the Optionee to exercise the Option in connection with a
Public Offering of all or a portion of the shares of Class A Common Stock owned
by the FL & Co. Companies (an "FL Public Offering"), the Company, at its option,
may instead cause the Option and the underlying shares to be registered under
applicable securities laws or make other arrangements consistent with such laws,
so as to permit the Optionee to sell for a period of time after the FL Public


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Offering the same number of shares that he or she would have been able to sell
in the FL Public Offering but for this sentence.

                  For purposes hereof, (a) the term "Total Sale" shall mean any
of the following events: (i) the merger or consolidation of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving corporation and which does not result in any capital
reorganization or reclassification or other change of the then outstanding
shares of Class A Common Stock), or (ii) the liquidation of the Company, or
(iii) the sale to a Third Party of all or substantially all of the assets of the
Company pursuant to a plan of liquidation or otherwise, or (iv) the sale to a
Third Party of Class A Common Stock (other than through a Public Offering); in
each case, provided that, as a result thereof, the FL & Co. Companies, the
direct and indirect partners of any of the FL & Co. Companies and any Affiliates
of any of the foregoing cease to own, directly or indirectly, any shares of the
voting stock of the Company, and (b) the term "Partial Sale" shall mean any sale
by the FL & Co. Companies of all or a portion of their shares of Class A Common
Stock to a Third Party, including through any Public Offering, which sale is not
a Total Sale.

                  4.4 TERMINATION OF OPTION. Subject to the provisions of
Section 9 hereof, the Option shall terminate simultaneously with the
consummation of a Total Sale to the extent that the Option has not theretofore
been exercised.

            5. MANNER OF EXERCISE AND PAYMENT.

                  5.1 NOTICE OF EXERCISE. Subject to the terms and conditions of
this Agreement and the Plan, the Option may be exercised by delivery of written
notice to the Company. Such notice shall state that the Optionee is electing to
exercise the Option, shall set forth the number of shares of Class C Common
Stock in respect of which the Option is being exercised and shall be signed by
the Optionee or, where applicable, by the Optionee's Legal Representative. The
Company may require proof satisfactory to it as to the right of the Legal
Representative to exercise the Option.

                  5.2 DELIVERIES. The notice of exercise described in Section
5.1 hereof shall be accompanied by (a) payment of the full purchase price for
the shares in respect of which the Option is being exercised, together with any
withholding taxes that may be due as a result of the exercise of the Option,
such payment to be made by delivery to the Company of a certified or bank check
payable to the order of the Company or cash by wire transfer or other
immediately available funds to an account designated by the Company, and (b) a
fully executed Stockholder's Agreement (a copy of which, in the form to be
executed by the Optionee (which may differ from the form attached to the Plan),
will be supplied to the Optionee upon request) and the undated stock power
referred to in Section 6.13(a)(ii) of the Stockholder's Agreement. Not less than
[____] shares of Class C Common Stock may be purchased at any one time upon


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any exercise of the Option, unless the number of shares of Class C Common Stock
so purchased constitutes the total number of shares of Class C Common Stock then
purchasable under the Option.

                  5.3 ISSUANCE OF SHARES. Upon receipt of notice of exercise,
full payment for the shares of Class C Common Stock in respect of which the
Option is being exercised and a fully executed Stockholder's Agreement and stock
power, and subject to Section 10 of the Plan, the Company shall take such action
as may be necessary under applicable law to effect the issuance to the Optionee
of the number of shares of Class C Common Stock as to which such exercise was
effected.

                  5.4 STOCKHOLDER RIGHTS. The Optionee shall not be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares of Class C Common Stock subject to the Option until: (a) the Option shall
have been exercised in accordance with the terms of this Agreement and the
Optionee shall have paid the full purchase price for the number of shares in
respect of which the Option was exercised and any withholding taxes due, (b) the
Optionee shall have delivered the fully executed Stockholder's Agreement and
stock power to the Company, (c) the Company shall have issued the shares to the
Optionee, and (d) the Optionee's name shall have been entered as a stockholder
of record on the books of the Company. Upon the occurrence of all of the
foregoing events, the Optionee shall have full ownership rights with respect to
such shares, subject to the provisions of the Stockholder's Agreement.

                  5.5 PARTIAL EXERCISE. In the event the initial exercise of the
Option is an exercise in part only, then, in the event of any further exercise
of the Option, the Optionee, in lieu of executing a new Stockholder's Agreement,
may, at the Company's option, re-execute the original Stockholder's Agreement,
thereby reaffirming the representations, warranties, covenants and agreements
contained in the Stockholder's Agreement as of the date of re-execution, but
with an amended Annex A completed to set forth the number of shares of Class C
Common Stock in respect of which the Option is then being exercised and the
cumulative number of shares of Class C Common Stock which would then be subject
to the Stockholder's Agreement. If the initial exercise of the Option is by the
Optionee and any subsequent exercise of the Option is by the Legal
Representative, then the Legal Representative shall execute, at the Company's
option, either a new Stockholder's Agreement or a counterpart of the original
Stockholder's Agreement thereby agreeing to be bound by such agreement as though
such person were an original signatory thereto and affirming the truth of the
representations and warranties contained therein with respect to such person as
of the date of such person's execution of such counterpart.


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            6. CERTAIN RESTRICTIONS.

                  6.1 NO SALE OR TRANSFER. The Optionee shall not sell,
transfer, assign, exchange, pledge, encumber or otherwise dispose of the Option
or any portion thereof, except in accordance with the provisions of this
Agreement.

                  6.2 EMPLOYMENT TERMINATION. (a) Except as may be agreed
between the Committee and the Optionee, if the Optionee shall no longer be
employed by the Company for any reason whatsoever (including by reason of death,
permanent disability or adjudicated incompetency) ("Terminated" or a
"Termination"), irrespective of whether the Optionee receives, in connection
with the Termination, any severance or other payment from the Company under any
employment agreement or otherwise (such Optionee being referred to herein as a
"Terminated Optionee"), (i) the Option, to the extent it is not exercisable
pursuant to Section 4.1 hereof at the date of such Termination, shall terminate
on and shall be of no further force and effect from and after the date of such
Termination, and (ii) the Company shall have the right, at its option,
exercisable by delivery of written notice to the Optionee within 90 days
following the date of Termination (the date of delivery of such written notice
being referred to herein as the "Election Date"), to redeem the Option to the
extent the Option is exercisable pursuant to Section 4.1 hereof immediately
prior to the date of the Optionee's Termination (the "Exercisable Portion of the
Option") or any portion thereof as determined by the Company (such portion to be
redeemed being referred to herein as the "Called Option") for the consideration
specified below.

                  (b) The redemption price of the Called Option (the "Redemption
Price") shall be equal to (i) the excess, if any, of (A) the amount which would
be payable on the Valuation Date (as defined below) in respect of one share of
Class C Common Stock in the event of a dissolution, liquidation or winding-up of
the affairs of the Company if the amount of assets available for distribution in
the event of such dissolution, liquidation or winding-up with respect to all
shares of capital stock of the Company outstanding as of the Valuation Date were
equal to the Book Value of the Company (as defined below), over (B) the Option
Price, multiplied by (ii) the number of shares of Class C Common Stock issuable
upon exercise of the Called Option. In the event there has been a stock split,
stock dividend or reverse stock split or similar transaction which changes the
number of outstanding shares of capital stock of the Company (each, a "Stock
Dividend") after the Valuation Date and prior to the Election Date, the number
of shares outstanding for purposes of determining the Redemption Price shall be
the number of shares that would have been outstanding immediately after the
Stock Dividend on the Valuation Date had the Stock Dividend occurred on the
Valuation Date.

                  The term "Book Value of the Company" shall mean the sum of (i)
the total assets minus the total liabilities of the Company on a consolidated
basis, plus


                                      -15-
<PAGE>

(ii) the amount of any reduction in stockholders' equity resulting from the
application of EITF Issue Summary No. 88-16, Basis in Leveraged Buyouts, all as
of the last day of the fiscal year immediately preceding the fiscal year in
which the Termination occurred (the "Valuation Date"). For purposes of
calculating the Book Value of the Company and the Redemption Price, all options
and other rights to acquire equity interests in the Company outstanding
immediately prior to the Delivery Date (as defined below) or exercised between
the Valuation Date and the Delivery Date shall be deemed to have been exercised
on the Valuation Date and the number of outstanding shares on the Valuation Date
shall be increased by the number of shares subject to each such option or other
right and the assets of the Company shall be increased by the aggregate exercise
price payable in respect of the exercise of each such option or other right (in
the case of any such option or other right, unless the effect thereof would be
to increase the per share Redemption Price).

                  If the Company exercises its right to redeem all or any
portion of the Exercisable Portion of the Option, then within 15 days following
the later of the Election Date or the date the financial statements referred to
below are available (such later date being referred to herein as the "Delivery
Date"), the Company shall deliver to the Terminated Optionee a certificate of
the chief financial officer of the Company setting forth the Redemption Price
and the calculation thereof and stating that a copy of the Company's
consolidated financial statements as of the Valuation Date is available to the
Terminated Optionee for his or her review at the principal office of the Company
(the "Redemption Price Certificate"), and shall make available to the Terminated
Optionee, for review at the principal office of the Company, a copy of such
financial statements.

                  The Book Value of the Company as of the Valuation Date as
reflected in the consolidated financial statements of the Company as of the
Valuation Date and the Redemption Price and the calculation thereof as certified
by the chief financial officer of the Company in the Redemption Price
Certificate shall be final and binding on the Company and the Terminated
Optionee for purposes of this Agreement. The Optionee shall keep the Redemption
Price Certificate, the financial statements and any other documentation provided
in connection therewith confidential, shall not use any such material or any
information contained therein for any purpose other than to verify the amount
due the Optionee in respect of the redemption of the Called Option, and shall
not disclose any such material or any information contained therein to anyone
other than to the Optionee's legal or financial advisers who have agreed in
writing to the equivalent confidentiality, non-use and non-disclosure provisions
contained in this paragraph.

                  (c) Subject to Section 6.2(d) hereof, the closing of the
redemption of the Called Option (the "Redemption Closing") shall take place at
the


                                      -16-
<PAGE>

principal office of the Company or such other place as may be specified by the
Company on the later of (i) 10 days after the Delivery Date and (ii) (if
applicable) 10 days after the appointment of the Optionee's Legal
Representative. At the Redemption Closing, the Company shall deliver to the
Terminated Optionee a check payable to the order of the Terminated Optionee in
the amount of the Redemption Price in full payment of the amount due the
Optionee in respect of the redemption of the Called Option. Upon payment by the
Company of the Redemption Price, if any, or, if no Redemption Price is owing,
upon delivery of the Redemption Price Certificate to the Optionee, the Called
Option shall automatically terminate and shall be of no further force or effect.
Notwithstanding anything herein to the contrary, from and after the Election
Date, the Optionee shall not have any rights with respect to the Called Option
(including any rights with respect to a Total Sale or a Partial Sale) except to
receive the Redemption Price therefor.

                  (d) Notwithstanding the provisions of Section 6.2(c) hereof,
if the Company exercises its option to redeem the Called Option but is
prohibited from effecting such redemption by any contractual obligation of the
Company or any of its Affiliates or by applicable law, the Redemption Closing
shall take place on the first practicable date on which the Company is permitted
to purchase the Called Option.

                  (e) If the Company elects not to exercise its right to redeem
the Exercisable Portion of the Option or any portion thereof, it shall so notify
the Terminated Optionee in writing within 90 days following the date of
Termination (the date of delivery of such written notice being referred to
herein as the "Notification Date"), and the Terminated Optionee shall have the
right, at his or her option, to exercise the portion of the Exercisable Portion
of the Option not being redeemed one time at any time within 60 days after the
Notification Date, but in no event after the expiration of the term of the
Option, and, until exercised, the portion of the Exercisable Portion of the
Option not being redeemed shall continue to be subject to the terms of this
Agreement, including Section 4.3 hereof. If an Initial Public Offering has not
been completed prior to the Notification Date and the Notification Date does not
fall within the 60-day exercise period set forth in Section 4.2 hereof, then,
for the 60-day exercise period provided for in this subsection (e), the Company
shall make available to the Terminated Optionee for his or her review at the
principal office of the Company, in addition to the most recent annual
consolidated financial statements of the Company then available, a copy of any
quarterly consolidated financial statements of the Company which have been
prepared by the Company and delivered to the lenders of the Company's subsidiary
after the date of such consolidated financial statements but on or prior to the
Notification Date. If the Terminated Optionee does not exercise the portion of
the Exercisable Portion of the Option not being redeemed within the 60-day
exercise period provided for in this subsection (e), such portion shall
terminate and shall be of no further force and effect from and after the final
date on which the Terminated Optionee


                                      -17-
<PAGE>

could have so exercised the portion of the Exercisable Portion of the Option not
being redeemed.

            7. PROHIBITED ACTIVITIES.

                  7.1 PROHIBITION. The Optionee agrees that (a) the Optionee
will not at any time during his or her employment (other than in the course of
his or her employment) with the Company or any Affiliate thereof, or after a
Termination, directly or indirectly disclose or furnish to any other person or
use for the Optionee's own or any other person's account any confidential or
proprietary knowledge or information or any other information which is not a
matter of public knowledge obtained during the course of his or her employment
with, or other performance of services for, the Company or any Affiliate thereof
or any predecessor of any of the foregoing, no matter from where or in what
manner the Optionee may have acquired such knowledge or information, and the
Optionee shall retain all such knowledge and information in trust for the
benefit of the Company, its Affiliates and the successors and assigns of any of
them, (b) the Optionee will not at any time during his or her employment with
the Company or any Affiliate thereof, or for 18 months following a Termination,
directly or indirectly solicit for employment, including without limitation
recommending to any subsequent employer the solicitation for employment of, any
employee of the Company, (c) the Optionee will not at any time during his or her
employment with the Company or any Affiliate thereof, or after a Termination,
publish any statement or make any statement (under circumstances reasonably
likely to become public or that the Optionee might reasonably expect to become
public) critical of the Company or any Affiliate of the Company, or in any way
adversely affecting or otherwise maligning the business or reputation of any of
the foregoing entities, and (d) the Optionee will not breach the provisions of
Section 6.1 hereof (any activity prohibited by clause (a), (b), (c) or (d) of
this Section 7.1 being herein referred to as a "Prohibited Activity").

                  7.2 RIGHT TO TERMINATE OPTION. The Optionee understands and
agrees that the Company is granting to the Optionee an option to purchase shares
of Class C Common Stock hereunder to reward the Optionee for the Optionee's
future efforts and loyalty to the Company and its Affiliates by giving the
Optionee the opportunity to participate in the potential future appreciation of
the Company. Accordingly, if, at any time during which any portion of the Option
(including the Exercisable Portion of the Option and the Called Option, as
applicable) is outstanding, (a) the Optionee engages in any Prohibited Activity,
or (b) the Optionee engages in any Competitive Activity (as hereinafter
defined), or (c) the Optionee is convicted of a crime against the Company or any
of its Affiliates, then, in addition to any other rights and remedies available
to the Company, the Company shall be entitled, at its option, to terminate the
Option (including the Exercisable Portion of the Option and the Called Option,
as applicable), or any unexercised portion thereof, which shall then be of no


                                      -18-
<PAGE>

further force and effect, and any amounts which may at the time be owing to the
Optionee pursuant to Section 6.2 hereof shall no longer be owing.

            The term "Competitor" shall mean any Person that is engaged in
owning, operating or acquiring directly or indirectly (through a corporation,
trust, partnership or other Person) one or more short-term, general acute care
hospitals located within a 50-mile radius of any hospital which, at the time the
Employee is Terminated, is owned or operated by the Company or any of its
subsidiaries or which the Company or any of its subsidiaries intend to own,
operate or acquire (which intention was disclosed to the Employee prior to or in
connection with his Termination) (a "CHS Hospital").

            The term "Competitive Activity" shall mean engaging in any of the
following activities: (i) serving as a director of any Competitor; (ii) directly
or indirectly (X) controlling any Competitor or (Y) owning any equity or debt
interests in any Competitor (other than equity or debt interests which are
publicly traded and do not exceed 2% of the particular class of interests then
outstanding) (it being understood that, if any such interests in any Competitor
are owned by an investment vehicle or other entity in which the Optionee owns an
equity interest, a portion of the interests in such Competitor owned by such
entity shall be attributed to the Optionee, such portion determined by applying
the percentage of the equity interest in such entity owned by the Optionee to
the interests in such Competitor owned by such entity); (iii) directly or
indirectly soliciting, diverting, taking away, appropriating or otherwise
interfering with any of the customers or suppliers of the Company or any
Affiliate controlled by the Company; or (iv) employment by (including serving as
an officer of), or providing consulting services to, any Competitor; provided,
however, that if the Competitor has more than one discrete and readily
distinguishable part of its business, employment by or providing consulting
services to any Competitor shall be Competitive Activity only if (1) his or her
employment duties are at or involving the part of the Competitor's business that
competes with any of the businesses conducted by the Company or any of its
subsidiaries (the "Competing Operations"), including serving in a capacity where
any person at the Competing Operations reports to the Optionee, or (2) the
consulting services are provided to or involve the Competing Operations. For
purposes of this definition, the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of any Competitor, whether through the ownership of equity or debt
interests, by contract or otherwise. Notwithstanding the foregoing, the Optionee
shall not be deemed to be engaged in a Competitive Activity so long as his or
her employment duties are not at or involving any general acute care hospital
located within a 50-mile radius of any CHS Hospital (a "Competing Hospital"),
including serving in a capacity where any person at the Competing Hospital
reports to the Optionee. For purposes hereof, a person shall be deemed to report
to the Optionee whether he or she reports directly to the Optionee or indirectly
through one or more other persons.


                                      -19-
<PAGE>

            8. ADJUSTMENTS. In the event that shares of Class C Common Stock
(whether or not issued) are changed into or exchanged for a different number or
kind of shares of stock or other securities of the Company, whether through
merger, consolidation, reorganization, recapitalization, stock dividend, stock
split-up or other substitution of securities of the Company, the Committee shall
make appropriate adjustments to the number and kind of shares of stock subject
to the Option, the Option Price and the Redemption Price payable pursuant to
Section 6.2 hereof. The Committee's adjustment shall be final and binding for
all purposes of the Plan and this Agreement. No adjustment provided for in this
Section 8 shall require the Company to issue a fractional share, and the total
adjustment with respect to this Agreement shall be limited accordingly.

            9. TOTAL SALES.

                  9.1 CONTINUATION OF PLAN. Upon the effective date of any Total
Sale, any unexercised portion of the Option shall terminate unless provision
shall be made in writing in connection with such Total Sale for the continuance
of the Plan and such unexercised portion of the Option or for the assumption of
such unexercised portion of the Option by a successor to the Company or for the
substitution for such unexercised portion of the Option of new options covering
shares of such successor with appropriate adjustments as to number and kind of
shares and prices of shares subject to such new options, or unless the Committee
shall authorize the redemption of the unexercised portion of the Option pursuant
to Section 9.2 hereof. In the event that provision in writing is made as
aforesaid in connection with a Total Sale, the unexercised portion of the Option
or the new options substituted therefor shall continue in the manner and under
the terms provided in the Plan and this Agreement and in such writing.

                  9.2 REDEMPTION IN CONNECTION WITH A TOTAL SALE. In connection
with a Total Sale, the Committee may, in its sole discretion, authorize the
redemption of the unexercised portion of the Option for a consideration per
share of Class C Common Stock issuable upon exercise of the unexercised portion
of the Option equal to the excess of (i) the consideration payable in respect of
a share of Class C Common Stock in connection with such Total Sale (determined
by calculating the fraction of a share of Class A Common Stock for which a share
of Class C Common Stock would be exchanged in accordance with the Class C
Exchange Rate (as defined in Section 5(d) of the Certificate of Incorporation)
and multiplying that number by the proceeds payable in respect of a share of
Class A Common Stock in the Total Sale), adjusted as if all outstanding options
and other rights to acquire equity interests in the Company had been exercised
prior to the consummation of such Total Sale and further adjusted to take into
account all other equity interests in the Company (provided, however, that no
adjustment shall be made with respect to any option or other right to acquire
equity interests in the


                                      -20-
<PAGE>

Company if the exercise price for such option or other right is greater than the
consideration that would be payable per share of Class C Common Stock in
connection with such Total Sale if the adjustment were not made), over (ii) the
Option Price. Any redemption pursuant to this Section 9.2 shall occur
simultaneously with the occurrence of the Total Sale.

                  9.3 ALLOCABLE SHARE OF EXPENSES. In the event of a redemption
pursuant to Section 9.2 hereof, the Optionee shall be responsible for and shall
be obligated to pay a proportionate amount (determined as if the Optionee were a
holder of the number of shares of Class C Common Stock which would have been
issuable upon exercise of the portion of the Option redeemed pursuant to Section
9.2 hereof) of the expenses, liabilities and obligations incurred or to be
incurred by the stockholders of the Company in connection with such Total Sale
(including, without limitation, the fees and expenses of investment bankers,
legal counsel and other outside advisors and experts retained by or on behalf of
the stockholders of the Company in connection with such Total Sale, amounts
payable in respect of indemnification claims, amounts paid into escrow and
amounts payable in respect of post-closing adjustments to the purchase price)
("Expenses of Sale").

                  9.4 POWER OF ATTORNEY. (a) The Optionee hereby irrevocably
appoints the FL & Co. Companies, and each of them (individually and
collectively, the "Representative"), the Optionee's true and lawful agent and
attorney-in-fact, with full powers of substitution, to act in the Optionee's
name, place and stead, to do or refrain from doing all such acts and things, and
to execute and deliver all such documents, in connection with this Agreement or
the Option as the Representative shall deem necessary or appropriate in
connection with any Total Sale, including, without in any way limiting the
generality of the foregoing, to receive on behalf of the Optionee any payments
made in respect of the unexercised portion of the Option (including payments
made in connection with any redemption) in connection with any Total Sale, to
hold back from any such payments any amount which the Representative deems
necessary to reserve against the Optionee's share of any Expenses of Sale, and
to engage in any acts in which the Representative is authorized by and on behalf
of the holders of any of the Company's capital stock to engage in connection
with the Total Sale. The Optionee hereby ratifies and confirms all that the
Representative shall do or cause to be done by virtue of its appointment as the
Optionee's Representative.

                  (b) In acting for the Optionee pursuant to the appointment set
forth in paragraph (a) of this Section 9.4, the Representative shall not be
responsible to the Optionee for any loss or damage the Optionee may suffer by
reason of the performance by the Representative of its duties under this
Agreement, except for loss or damage arising from willful violation of law or
gross negligence in the performance of its duties hereunder. The appointment of
the Representative shall be deemed coupled


                                      -21-
<PAGE>

with an interest and shall be irrevocable, and any person dealing with the
Representative may conclusively and absolutely rely, without inquiry, upon any
act of the Representative as the act of the Optionee in all matters referred to
in this Section 9.4.

                  (c) Notwithstanding the foregoing, this power of attorney does
not empower the Representative to exercise the Option on behalf of the Optionee.

            10. WITHHOLDING. The Company shall have the right to deduct from any
amount payable under this Agreement any taxes or other amounts required by
applicable law to be withheld.

            11. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement and the Option
shall not confer upon the Optionee any right with respect to continuance of
employment by the Company or any Affiliate thereof, nor shall it interfere in
any way with the right of the Company or any Affiliate thereof to terminate the
Optionee's employment at any time.

            12. ENTIRE AGREEMENT. This Agreement and the Plan and, upon
execution thereof, the Stockholder's Agreement, constitute the entire agreement,
and supersede all prior agreements and understandings, oral and written, between
the parties hereto with respect to the Option granted hereby.

            13. MODIFICATION OF AGREEMENT. This Agreement may be modified,
amended or supplemented by written agreement of the parties hereto; provided,
that the Company may modify, amend or supplement this Agreement in a writing
signed by the Company without any further action by the Optionee if such
modification, amendment or supplement does not adversely affect the Optionee's
rights hereunder.

            14. INVALIDITY OF PROVISIONS. The invalidity or unenforceability of
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction. If any provision of this Agreement is held
unlawful or unenforceable in any respect, such provision shall be revised or
applied in a manner that renders it lawful and enforceable to the fullest extent
possible.

            15. ACKNOWLEDGMENT. The Optionee hereby acknowledges receipt of a
copy of the Plan and agrees to be bound by all the terms and provisions thereof
as the same may be amended from time to time. The Optionee hereby acknowledges
that the Optionee has reviewed the Plan and this Agreement and understands his
or her rights and obligations thereunder and hereunder. The Optionee also
acknowledges that the Optionee has been provided with such information
concerning the Company, the Plan and this Agreement as the Optionee and his or
her advisors have requested.


                                      -22-
<PAGE>

            16. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns. In addition, each of the FL & Co.
Companies shall be a third party beneficiary of this Agreement and shall be
entitled directly to enforce this Agreement.

            17. HEADINGS. The headings and captions contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision hereof.

            18. RESOLUTION OF DISPUTES. Any dispute or disagreement which may
arise under, or as a result of, or which may in any way relate to, the
interpretation, construction or application of this Agreement shall be
determined by the Committee, in good faith, whose determination shall be final,
binding and conclusive for all purposes.

            19. GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to the
principles of conflicts of laws thereof.

            20. SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
will be no adequate remedy at law for a violation of any of the provisions of
this Agreement and that, in addition to any other remedies which may be
available, all of the provisions of this Agreement shall be specifically
enforceable in accordance with their respective terms.

            21. NOTICE. All notices and other communications hereunder shall be
in writing and, unless otherwise provided herein, shall be deemed to have been
given when received by the party to whom such notice is to be given at its
address set forth below, or such other address for the party as shall be
specified by notice given pursuant hereto:

                  (a)   If to the Company, to it:

                          c/o Community Health Systems, Inc.
                          155 Franklin Road, Suite 400
                          Brentwood, TN 37027-4600
                          Attention: President


                                      -23-
<PAGE>

                        with a copy to:

                          Forstmann Little & Co. Equity Partnership-V, L.P.
                          767 Fifth Avenue, 44th Floor
                          New York, New York 10153
                          Attention: Ms. Sandra Horbach

                  (b) If to the Optionee or Legal Representative, to such person
at the address as reflected in the records of the Company.

            22. CONSENT TO JURISDICTION. Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America, in each case
located in the County of New York, for any actions, suits or proceedings arising
out of or relating to this Agreement, the Option or the Plan and the
transactions contemplated hereby and thereby ("Litigation") (and agrees not to
commence any Litigation except in any such court), and further agrees that
service of process, summons, notice or document by U.S. registered mail to such
party's respective address set forth in Section 21 hereof shall be effective
service of process for any Litigation brought against such party in any such
court. Each party hereby irrevocably and unconditionally waives any objection to
the laying of venue of any Litigation in the courts of the State of New York or
of the United States of America, in each case located in the County of New York,
and hereby further irrevocably and unconditionally waives and agrees not to
plead or claim in any such court that any Litigation brought in any such court
has been brought in an inconvenient forum.

            IN WITNESS WHEREOF, this Agreement has been signed by or on behalf
of each of the parties hereto, all as of the date first above written.

OPTIONEE                               COMMUNITY HEALTH SYSTEMS
                                       HOLDINGS CORP.


______________________________         By: ______________________________
Name:    NAME
Address: ADDRESS


                                      -24-
<PAGE>

            The undersigned acknowledges that the undersigned has read the
foregoing Agreement between Community Health Systems Holdings Corp. and the
undersigned's spouse and the Employee Stock Option Plan, understands that the
undersigned's spouse has been granted an option to acquire shares of Class C
Common Stock of Community Health Systems Holdings Corp., which option is subject
to certain restrictions reflected in such Agreement and such Plan and agrees to
be bound by the foregoing Agreement and such Plan.


                                          ______________________________
                                                Optionee's Spouse


                                      -25-