exv10w28wc






Exhibit 10.28(c)




SECOND AMENDMENT TO THE

JANUARY 1, 2008 RESTATEMENT OF THE

HCA RESTORATION PLAN




     Amendment made this 23rd day of December, 2009 by the undersigned officer of HCA, Inc. and
member of the Benefits Oversight Committee of HCA Inc., effective as of January 1, 2010, except
where otherwise noted.



W I T N E S S E T H




     WHEREAS, HCA maintains the HCA Restoration Plan (the “Plan”) for the benefit of its employees
and the employees of certain of its subsidiaries;



     WHEREAS, the Plan was restated effective January 1, 2008;



     WHEREAS, the Compensation Committee of the Board of Directors of HCA Inc. (the “Committee”) is
authorized to make changes to the Plan;



     WHEREAS, the Compensation Committee has authorized the undersigned officer to execute this
amendment to the Plan to: (a) clarify that only employees eligible to receive dollar-for-dollar
matching contributions under the HCA 401(k) Plan are eligible to participate in the Plan; (b)
eliminate future elections to receive installment distributions; (c) modify the Plan provisions
regarding the date eligible employees commence participation in the Plan; (d) provide that the Plan
accounts of Participants who are also participants in the HCA Supplemental Executive Retirement
Plan will not be credited with earnings and losses following the determination of their SERP
benefit; (e) allow Participants to designate death beneficiaries and contingent beneficiaries; (f)
eliminate the requirement that terminated Participants (other than Division CFOs and above) who
perform services for any health organization forfeit or repay Plan benefits; and (g) remove an
extraneous drafting comment included in the First Amendment to the restated Plan;



     NOW, THEREFORE, IT IS RESOLVED that the Plan is amended as follows, effective as of January 1,
2010, unless otherwise set forth below:



1.




     The bold parenthetical drafting comment that followed the first and only sentence of the
definition of Active Participant (added in the First Amendment to the Plan) is deleted effective as
of January 1, 2008.



2.




     The definition of “Employee” in Article I is amended to read as follows effective January 1,
2008:




     “Employee” means a common law employee of Employer, excluding any individual
who is classified by Employer as an independent



 









 






contractor or leased employee or who is otherwise not classified by Employer as a common law employee in accordance with
Employer’s normal payroll practices, regardless of whether such classification is in
error.



3.





The definition of “Participation Date” in Article I is amended to read as follows:




“Participation Date” means the first day of the Plan Year following the initial Plan
Year for which an individual meets the eligibility criteria of Section 2.2



4.




     Section 2.2, relating to eligibility to participate (as amended by the First Amendment to the
Plan), is revised in its entirety to read as follows effective January 1, 2008:




2.2 Eligibility. Subject to the following provisions of this section and
the timing provision of Section 2.3, an Employee will be entitled to an allocation
of benefits to be received in the future for a Plan Year only if: (a) he is
eligible to receive matching contributions for the Plan Year under the HCA 401(k)
Plan in an amount equal to 100% of eligible salary deferral contributions; (b) he is
an Active Participant for the Plan Year; and (c) his Compensation for the Plan Year
exceeds the Social Security Wage Base for the Plan Year. With the exceptions of
physicians who are contractually entitled to participate in the Plan and physicians
with an Account as of December 31, 2007, any person who either is hired (or rehired)
after 2007 and works as a physician for a Subsidiary or an affiliate of HCA that is
part of the Physician Services Group or was hired (or rehired) before 2008 and works
as a physician for a Subsidiary or an affiliate of HCA that is part of the Physician
Services Group and did not have an Account on December 31, 2007 will not participate
in the Plan. Also, with the exceptions of physicians who are contractually entitled
to participate in the Plan and physicians with an Account as of December 31, 2007,
any person employed by a Subsidiary or HCA affiliate that is not part of the
Physicians Services Group who transfers employment after 2007 to a Subsidiary or
affiliate of HCA that is part of the Physician Services Group and works as a
physician will not participate in the Plan. An Employee need not take any action in
order to participate. No benefit will accrue for a Plan Year for any individual
with respect to whom a benefit accrues under the HCA Supplemental Executive
Retirement Plan for such Plan Year or any part thereof.



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5.





The following sentence is added to the end of Section 4.2:




Notwithstanding anything in Section 4.1 or in this Section 4.2 to the contrary, no
Participant may elect to receive benefits in installments, provided that any
installment election made prior to January 1, 2010, shall remain in effect, subject
to the last sentence of Section 4.1.



6.





The following sentence is added to the end of Section 5.2:




Notwithstanding the foregoing, in the case of a Participant who is also a
participant in the HCA Supplemental Executive Retirement Plan (the “SERP”), the
Participant’s Account will cease to be credited with earnings and debited with
losses after the date as of which the value of the Participant’s Account under the
Plan is determined for purposes of calculating the benefit payable under the SERP to
the Participant or his beneficiary.



7.




     The first sentence of Section 6.1, relating to death benefits, is replaced with the
following provisions effective January 1, 2009:




Each Participant may designate one or more death beneficiaries and contingent
beneficiaries. The beneficiary or beneficiaries who survive the Participant will
receive the Participant’s Account (or remaining Account, if installments were in the
process of being paid at the time of death). However, if no beneficiary survives
the Participant, then the contingent beneficiary or beneficiaries who survive the
Participant will receive his Account (or remaining Account, in installments were in
the process of being paid at the time of death). Regardless of whether a payment
form was chosen for death benefits, if installments were being paid at the time of
death, the installment payments in process will continue to be made to the
beneficiary or beneficiaries or to the contingent beneficiary or beneficiaries (as
applicable). In the event of divorce of a married participant who previously named
his spouse as beneficiary or contingent beneficiary, any designation of spouse as
beneficiary will be void upon divorce and any amount that would have been paid to
the spouse but for voiding will be paid as if the spouse did not survive the
Participant. Marriage of a single Participant will void existing beneficiary and
contingent beneficiary elections. If no beneficiary is named or if no beneficiary
or contingent beneficiary survives the Participant, then death benefits will be paid
pursuant to the hierarchy applicable under the HCA 401(k) Plan when no beneficiary
is named.



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8.




     Section 7.3 is amended to read as follows:




	 	7.3	 	Noncompete. Subject to the second sentence of Section 6.4, a
Participant who is classified by the Company as a Division CFO or above who
renders services for any health care organization at any time within the five
(5) year period immediately following Disability, Termination, or Retirement
shall forfeit his right to any further payments or benefits from the Plan and
shall repay to the Employer the total amount of payments already made to him
from (or with respect to) the Plan. All or part of the provisions of the
preceding sentence may be waived by: (a) the Chairman of the Board, with
respect to Participants who are not executive officers; and (b) the Committee,
with respect to any Participant.





9.




     All provisions of the Plan not inconsistent herewith are hereby ratified and confirmed.



     IN WITNESS WHEREOF, the undersigned officer of HCA Inc. has executed this Second Amendment to
the January 1, 2008 restatement of the Plan on the date set forth in the first paragraph above.



	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	/s/ Sabrina Ruderer
 	 
	 	 	Sabrina Ruderer 	 
	 	 	Vice President of Human

Resources, Compensation and

Benefits of HCA Inc. 	 
	 




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