LIFEPOINT HOSPITALS, INC.
 OUTSIDE DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN




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LIFEPOINT HOSPITALS, INC.
OUTSIDE DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN
 Table of Contents
 1.
    
    Introduction
    
    
    12.
    
    Definitions
    
    
    1(a) Agreement
    
    
    1(b) Annual Award
    
    
    1(c) Annual Retainer
    
    
    1(d) Award
    
    
    1(e) Board
    
    
    1(f) Board Term
    
    
    1(g) Code
    
    
    1(h) Common Stock
    
    
    1(i) Company
    
    
    2(j) Deferred Restricted Stock
    
    
    2(k) Deferred Restricted Stock Account
    
    
    2(l) Deferred Stock Unit
    
    
    2(m) Deferred Stock Unit Account
    
    
    2(n) Disability
    
    
    2(o) Discretionary Option
    
    
    2(p) Election Notice
    
    
    2(q) Exchange Act
    
    
    2(r) Fair Market Value
    
    
    2(s) Initial Award
    
    
    2(t) Option
    
    
    3(u) Option Price
    
    
    3(v) Outside Director
    
    
    3(w) Participant
    
    
    3(x) Plan
    
    
    3(y) Realization Date
    
    
    3(z) Restricted Stock
    
    
    3(aa) Separation from Service
    
    
    3(bb) Shares
    
    
    4(cc) Subsidiary
    
    
    43.
    
    Administration of the Plan
    
    
    44.
    
    Stock Subject to Plan
    
    
    44.1 Number of Shares
    
    
    44.2 Reuse of Shares
    
    
    45.
    
    Award Grants
    
    
    45.1 Initial Awards
    
    
    45.2 Annual Awards
    
    
    45.3 Discretionary Awards
    
    
    56.
    
    Options
    
    
    56.1 Grant of Options
    
    
    56.2 Option Price
    
    
    5
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6.3 Option Term
    
    
    56.4 Option Vesting
    
    
    56.5 Option Exercise
    
    
    56.6 Limited Transferabilitv of Options
    
    
    66.7 Death of Optionee
    
    
    66.8 Disability
    
    
    76.9 Other Termination of Service
    
    
    77.
    
    Restricted Stock
    
    
    77.1 Grant of Restricted Stock
    
    
    77.2 Deferred Restricted Stock Awards
    
    
    77.3 Vesting
    
    
    87.4 Restrictions
    
    
    87.5 Rights as Stockholder
    
    
    87.6 Section 83(b) Election
    
    
    88.
    
    Deferred Stock Units
    
    
    88.1 Grant of Deferred Stock Units
    
    
    88.2 Deferred Stock Unit Awards
    
    
    88.3 Deferred Stock Unit Deferral Elections
    
    
    99.
    
    Change in Control
    
    
    109.1 Effect of Change in Control
    
    
    109.2 Definition
    
    
    109.3 Realization Date upon Change in Control
    
    
    1210.
    
    Anti-dilution Adjustments
    
    
    1211.
    
    Conditions of Issuance of Stock Certificates
    
    
    1311.1 Applicable Conditions
    
    
    1311.2 Legends
    
    
    1312.
    
    No Rights to Continued Service
    
    
    1313.
    
    No Rights to Assets of the Company
    
    
    1314.
    
    Amendment and Termination of the Plan
    
    
    1315.
    
    Term of the Plan
    
    
    1416.
    
    Governing Law
    
    
    14
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LIFEPOINT HOSPITALS, INC.
OUTSIDE DIRECTORS STOCK AND INCENTIVE COMPENSATION PLAN
 1. Introduction .
    2. Definitions .
 (a)
    
    Agreement shall mean a written agreement entered into between the Company and
a Participant in connection with any Award granted under the Plan.(b)
    
    Annual Award shall mean an Award granted pursuant to Section 5.2 hereof.(c)
    
    Annual Retainer shall mean the annual fee earned by the Participant for his
or her service on the Board, which shall not include committee chair fees and meeting
fees.(d)
    
    Award shall mean the grant of Options, Restricted Stock, Deferred Restricted
Stock and/or Deferred Stock Units.(e)
    
    Board shall mean the Board of Directors of the Company.(f)
    
    Board Term shall mean each Board year beginning on the date of an annual
meeting of the Companys stockholders and ending on the date immediately preceding the
next annual meeting of the Companys stockholders.(g)
    
    Code shall mean the Internal Revenue Code of 1986, as amended from time to
time.(h)
    
    Common Stock shall mean the common stock of the Company.
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(i)
    
    Company shall mean LifePoint Hospitals, Inc., a Delaware corporation, or any
successor corporation.(j)
    
    Deferred Restricted Stock shall mean a bookkeeping unit entitling a
Participant to a share of Common Stock on the Realization Date (and shall include
fractional units).(k)
    
    Deferred Restricted Stock Account shall mean a bookkeeping account maintained
by the Company reflecting the number of shares of Restricted Stock credited to a
Participant pursuant to Section 7.2 hereof.(l)
    
    Deferred Stock Unit shall mean a bookkeeping unit entitling a Participant to
a Share on the Realization Date (and shall include fractional units).(m)
    
    Deferred Stock Unit Account shall mean a bookkeeping account maintained by
the Company reflecting the number of Deferred Stock Units credited to a Participant
pursuant to Section 8.2 and/or 8.3 hereof.(n)
    
    Disability shall mean that a Participant is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or last for a continuous period of
not less than 12 months.(o)
    
    Discretionary Award shall mean an Award granted pursuant to Section 5.3.(p)
    
    Election Notice shall mean a written election, in such form as the Board
shall prescribe, submitted by a Participant to the Company in connection with a
Deferred Stock Unit under the Plan.(q)
    
    Exchange Act shall mean the Securities Exchange Act of 1934, as amended from
time to time and as now or hereafter construed, interpreted and applied by regulations,
rulings and cases.(r)
    
    Fair Market Value per Share or per Deferred Stock Unit as of a given date
shall mean the closing sales price of the Common Stock on the Nasdaq Stock Market on
the trading day immediately preceding the date as of which the Fair Market Value is to
be determined, or, in the absence of any reported sales of Shares on such date, on the
first preceding date on which any such sale shall have been reported. If the Shares
are not listed on the Nasdaq Stock Market on the date as of which Fair Market Value is
to be determined, the Board shall in good faith determine the Fair Market Value in
whatever manner it considers appropriate, provided, however, that such determination
shall be made in a manner that complies with the rules regarding determination of fair
market value under section 409A of the Code.(s)
    
    Initial Award shall mean an award granted pursuant to Section 5.1 hereof.
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(t)
    
    Option shall mean the right that is granted hereunder to a Participant to
purchase from the Company a stated number of shares of Common Stock at the price set
forth in an Agreement.(u)
    
    Option Price shall mean the price at which each share of Common Stock subject
to an Option may be purchased, determined in accordance with Section 6.2 hereof.(v)
    
    Outside Director shall mean any member of the Board who is not also an
employee of the Company (or any Subsidiary thereof).(w)
    
    Participant shall mean any Outside Director who has received an Option or
other award (or credit) hereunder that has not yet terminated.(x)
    
    Plan shall mean this LifePoint Hospitals, Inc. Outside Directors Stock and
Incentive Compensation Plan.(y)
    
    Realization Date shall mean the date that an applicable account or any
portion thereof is settled in Common Stock or other payment to the Participant. With
respect to any Deferred Restricted Stock allocated to a Participants Deferred
Restricted Stock Account under Section 7.2, the Realization Date shall be the date
established by the Board at the time of grant. With respect to any Deferred Stock Unit
allocated to a Participants Deferred Stock Unit Account under Section 8.3, the
Realization Date shall be, as elected by the Participant, the first business day
following (i) the second anniversary of the date such Deferred Stock Unit is credited
to the Participants Deferred Stock Unit Account, or (ii) the date the Participant
ceases to be a member of the Board. The Realization Date must be either the date on
which a Director experiences a Separation from Service or a specified date determined
at the time of the grant or, if applicable, the Election Notice. In the case of a
specified employee, as defined in section 409A of the Code, any settlement of an Award
or payment as the result of a Directors Separation from Service must be six months
after the date of such Separation from Service except as otherwise allowed by section
409A of the Code and regulations thereunder.(z)
    
    Restricted Stock shall mean an Award entitling a Participant to shares of
Common Stock that are nontransferable and subject to forfeiture until specific
conditions established by the Board are satisfied.(aa)
    
    Separation from Service shall mean the later of (i) the date on which the
Participant ceases to be a Director, or (ii) the date the Participant is no longer
providing services to the Company or a Related Company as an independent contractor or
otherwise. A reduction in bona fide services to 20 percent or less of the services
performed by the Participant for the Company during the immediately preceding 36 months
(or complete period of service, if less than 36 months) shall be considered Separation
from Service. For purposes of determining whether a Director has experienced a
Separation from Service, the
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(bb)
    
    Shares shall mean shares of Common Stock of the Company.(cc)
    
    Subsidiary shall have the meaning set forth in Section 9.2.
 3. Administration of the Plan .
  4. Stock Subject to Plan .
 Number of Shares
 Reuse of Shares
 5. Award Grants
 Initial Awards
 Annual Awards
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Discretionary Awards
 6. Options .
 Grant of Options
 Option Price provided however
 Option Term provided however
 Option Vesting
 Option Exercise provided however
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Limited Transferability of Options
   Death of Optionee
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Disability
 Other Termination of Service
 Restricted Stock
 Grant of Restricted Stock
 Deferred Restricted Stock Awards
 (a)
    
    Dividend Equivalents. A Participant shall be credited with dividend
equivalents on all Deferred Restricted Stock credited to his or her Deferred
Restricted Stock Account at the time of any payment of dividends on Shares to
stockholders. The amount of any such dividend equivalents shall equal the amount that
would have been payable to the Participant as a stockholder in respect of a number of
Shares equal to the number of shares of Deferred Restricted Stock then credited to him
or her. Any such dividend equivalent shall be credited to the Participants Deferred
Restricted Stock Account as of the date on which such dividend would have been payable
and shall be converted into additional Deferred Restricted Stock shares based upon the
Fair Market Value of a Share on the date of such crediting.
 (b)
    
    Payment of Awards.With respect to any Deferred Restricted Stock Award, a
Participant shall be entitled to payment on the Realization Date for such Award.
Subject to the provisions of Section 11, such payment in respect of any Deferred
Restricted Stock Awards shall be made through the issuance to the Participant of
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a stock certificate for a number of Shares equal to the number of shares designated
in the Award, as adjusted pursuant to Section 7.2(a).
 Vesting
 Restrictions
 Rights as Stockholder
 Section 83(b) Election
 8. Deferred Stock Units .
 Grant of Deferred Stock Units
 Deferred Stock Unit Awards
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(a)
    
    Vesting. Deferred Stock Units shall become vested as determined by the Board
at the time of grant, except as otherwise provided in Section 8.3.(b)
    
    Dividend Equivalents. A Participant shall be credited with dividend
equivalents on all Deferred Stock Units credited to his or her Deferred Stock Unit
Account at the time of any payment of dividends on Shares to stockholders. The amount
of any such dividend equivalents shall equal the amount that would have been payable
to the Participant as a stockholder in respect of a number of Shares equal to the
number of Deferred Stock Units then credited to him. Any such dividend equivalent
shall be credited to the Participants Deferred Stock Unit Account as of the date on
which such dividend would have been payable and shall be converted into additional
Deferred Stock Units (which shall be immediately vested) based upon the Fair Market
Value of a Share on the date of such crediting.(c)
    
    Payment of Awards. A Participant shall be entitled to payment, in respect of
Deferred Stock Units credited to him, on the Realization Date for such Deferred Stock
Units provided in an Agreement or as indicated by Participant in the applicable
Election Notice as described in Section 8.3. Subject to the provisions of Section 11,
such payment in respect of any Deferred Stock Units shall be made through the issuance
to the Participant of a stock certificate for a number of Shares equal to the number
of such Deferred Stock Units, as adjusted by Section 8.2(b).
 Deferred Stock Unit Deferral Elections
 (a)
    
    For each Board Term during which the Plan is in effect, a Participant may elect
to receive, in lieu of all or any portion (in multiples of 25%) of his or her Annual
Retainer payable for such Board Term, an Award of Deferred Stock Units pursuant to
Section 8.2 hereof.(b)
    
    A Participants election shall be made for each calendar year by filing an
Election Notice with the Company, in accordance with procedures adopted by the Board,
on or before December 15 of the calendar year immediately preceding the calendar year
for which such Annual Retainer is to be paid. In addition, all elections under this
Section 8.3 must be in compliance with the Companys
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insider trading policy. All Deferred Stock Units granted pursuant to a
Participants deferral election shall be immediately 100% vested.
 (c)
    
    Unless stated otherwise in an Election Notice that is authorized by the Board,
an Election Notice shall continue in effect at the end of each calendar year and apply
to each succeeding calendar year unless the Participant changes or revokes his or her
election prior the beginning of a succeeding election year.
 9. Change in Control .
 Effect of Change in Control
   Definition
 (a)
    
    An acquisition (other than directly from the Company) of any voting
securities of the Company (the Voting Securities) by any Person (as the term
Person is used for purposes of Section 13(d) or 14(d) of the Exchange Act immediately
after which such Person has Beneficial Ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or more of the combined
voting power of the then outstanding Voting Securities; provided,
however, that in determining whether a change in control has occurred, Voting
Securities which are acquired in a Non-Control Acquisition (as hereinafter defined)
shall not constitute an acquisition which would cause a change in control. A
Non-Control Acquisition shall mean an acquisition by (i) an
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employee benefit plan (or a trust forming a part thereof) maintained by (A) the
Company or (B) any corporation or other Person of which a majority of its voting
power or its equity securities or equity interest is owned directly or indirectly by
the Company (a Subsidiary) or (ii) the Company or any Subsidiary.
 (b)
    
    The individuals who, as of the date the Company issues any class of equity
securities required to be registered under Section 12 of the Exchange Act, are members
of the Board (the Incumbent Board), cease for any reason to constitute at least
two-thirds of the Board; provided, however, that if the election, or
nomination for election, by the Companys stockholders of any new director was
approved by a vote of at least two-thirds of the Incumbent Board, such new director
shall, for purposes of this Agreement, be considered as a member of the Incumbent
Board; provided, further, however, that no individual shall be
considered a member of the Incumbent Board if (1) such individual initially assumed
office as a result of either an actual or threatened Election Contest (as described
in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board
(a Proxy Contest) including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest or (2) such individual was designated by a
Person who has entered into an agreement with the Company to effect a transaction
described in clause (a) or (c) of this Section 9.2; or(c)
    
    Consummation, after approval by stockholders of the Company, of:
 (1)
    
    A merger, consolidation or reorganization involving the
Company, unless,
 (A)
    
    The stockholders of the Company, immediately
before such merger, consolidation or reorganization, own, directly or
indirectly immediately following such merger, consolidation or
reorganization, at least seventy-five percent (75%) of the combined
voting power of the outstanding Voting Securities of the corporation
resulting from such merger or consolidation or reorganization or its
parent corporation (the Surviving Corporation) in substantially the
same proportion as their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization;(B)
    
    The individuals who were members of the Incumbent
Board immediately prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute at least
two-thirds of the members of the board of directors of the Surviving
Corporation; and(C)
    
    No Person (other than the Company, any
Subsidiary, any employee benefit plan (or any trust forming a part
thereof) maintained by the
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Company, the Surviving Corporation or any Subsidiary, or any Person
who, immediately prior to such merger, consolidation or
reorganization, had Beneficial Ownership of twenty percent (20%) or
more of the then outstanding Voting Securities) has Beneficial
Ownership of twenty percent (20%) or more of the combined voting power
of the Surviving Corporations then outstanding Voting Securities.
 (2)
    
    A complete liquidation or dissolution of the Company; or(3)
    
    An agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
  Realization Date upon Change in Control
 10. Anti-dilution Adjustments .
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11. Conditions of Issuance of Stock Certificates .
 Applicable Conditions
 (a)
    
    the completion of any registration or other qualification of such Shares,
under any federal or state law, or under the rulings or regulations of the Securities
and Exchange Commission or any other governmental regulatory body, that the Board
shall, in its sole discretion, deem necessary or advisable;(b)
    
    the obtaining of any approval or other clearance from any federal or state
governmental agency that the Board shall, in its sole discretion, determine to be
necessary or advisable;(c)
    
    the lapse of such reasonable period of time following the event triggering
the obligation to distribute shares as the Board from time to time may establish for
reasons of administrative convenience; and(d)
    
    if required by the Board, in its sole discretion, the receipt by the Company
from a Participant of (i) a representation in writing that the Shares received
pursuant to the Plan are being acquired for investment and not with a view to
distribution and (ii) such other representations and warranties as are deemed
necessary by counsel to the Company.
 Legends
 12. No Rights to Continued Service .
  13. No Rights to Assets of the Company .
  14. Amendment and Termination of the Plan .
 provided however
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15. Term of the Plan .
  16. Governing Law .
   /s/ John BumpusExecutive Vice President andChief Administrative Officer 14