exv10w28wb






Exhibit 10.28(b)




FIRST AMENDMENT TO THE

JANUARY 1, 2008 RESTATEMENT OF THE

HCA RESTORATION PLAN




     Amendment made this 17th day of December, 2008 by an officer of HCA and member of the Benefits
Oversight Committee of HCA Inc., effective as of January 1, 2008, 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, during October of 2008, via resolutions, the Committee approved a restated Plan, and
authorized any officer of HCA Inc. to execute a restated Plan that included certain provisions;



     WHEREAS, October 2008 resolutions of the Committee authorized any officer of HCA Inc. to
execute a restated Plan document that included the certain specified provisions and permitted the
officer to include in the restated Plan any other provisions not inconsistent therewith that the
officer believed to be necessary or prudent;



     WHEREAS, incident to those Committee resolutions, Sabrina Ruderer, Vice-President, Employee
Benefits, HCA Inc., signed a restated Plan document on October 22, 2008;



     WHEREAS, the restated Plan erroneously failed to include a desired provision that participants
would be allocated benefits for a Plan year only if they: (a) were employed on the first day of
the plan year; (b) performed 1,000 hours of service during the year; and (c) were employed by an
HCA affiliate on the last day of the plan year;



     WHEREAS, adding the foregoing conditions to entitlement to benefits for a year would not
contradict the certain specified provisions authorized by the Committee; and



     WHEREAS, the undersigned officer desires to execute this amendment to the Plan to specify that
Participants will be allocated benefits for a Plan year only if they: (a) were employed on the
first day of the plan year; (b) performed 1,000 hours of service during the year; and (c) were
employed by an HCA affiliate on the last day of the plan year.



     NOW, THEREFORE, IT IS RESOLVED that the Plan is amended as follows, effective on the date set
forth in the first paragraph above:



 









 





1.




     A new definition, of “Active Participant,” is added to the definitions in article I, to read
as follows:




	 	 	“Active Participant” means a Participant who: (a) is employed on the first day of
the Plan Year; (b) performs 1,000 or more hours of service during the Plan Year
(with hours of service defined under the HCA 401(k) Plan); and (c) is employed on
the last day of the Plan Year.





2.





The first sentence of Section 2.2, relating to Eligibility, is revised to read as follows:




Except as provided in the next sentence and subject to the timing provision of
Section 2.3, an Employee who is an Active Participant for the Plan Year and whose
Compensation exceeds the Social Security wage Base for a Plan Year will be a
Participant for that Plan Year and will be entitled to an allocation of benefits to
be received in the future.



3.




     In Section 3.1, the term “Participant” is replaced with “Active Participant” each place that
the word “Participant” appears. The syntax of the words of Section 3.1 is revised as necessary to
accommodate this change (e.g. the word “a” is changed to “an” in the first sentence immediately
below the chart).



4.




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



     IN WITNESS WHEREOF, the undersigned Officer of HCA Inc. and member of the Benefits Oversight
Committee of HCA Inc. has caused this First Amendment to the January 1, 2008 restatement of the
Plan to be executed on the date set forth in the first paragraph above.



	 	 	 	 	 
	 	HCA INC.

 	 
	 	By:  	/s/ Sabrina Ruderer
 	 
	 	 	Title: V.P. HR — Compensation & Benefits 	 
	 	 	 	 



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