jbs84ex4_1.htm


    Exhibit 4.1

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      CHS/COMMUNITY
HEALTH SYSTEMS, INC.


       

      DEFERRED
COMPENSATION PLAN

       

      


       

      


       

      


       

      


       

      


       

      January
1, 2008

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE OF CONTENTS

       

      Page

       

      
        	
                ARTICLE I

              	
                DEFINITIONS
      AND CONSTRUCTION 

              	
                1

              


      

       

      
        	
                ARTICLE II

              	
                ADMINISTRATION 

              	
                5

              


      

       

      
        	
                ARTICLE III

              	
                PARTICIPATION 

              	
                6

              


      

       

      
        	
                ARTICLE IV

              	
                BENEFITS 

              	
                7

              


      

       

      
        	
                ARTICLE V

              	
                VESTING 

              	
                8

              


      

       

      
        	
                ARTICLE VI

              	
                TRUST 

              	
                8

              


      

       

      
        	
                ARTICLE VII

              	
                PAYMENT
      OF BENEFITS 

              	
                8

              


      

       

      
        	
                ARTICLE VIII

              	
                HARDSHIP
      DISTRIBUTIONS 

              	
                10

              


      

       

      
        	
                ARTICLE IX

              	
                CHANGE
      IN CONTROL 

              	
                10

              


      

       

      
        	
                ARTICLE X

              	
                NATURE
      OF THE PLAN 

              	
                11

              


      

       

      
        	
                ARTICLE XI

              	
                EMPLOYMENT
      RELATIONSHIP 

              	
                11

              


      

       

      
        	
                ARTICLE XII

              	
                AMENDMENT
      AND TERMINATION 

              	
                11

              


      

       

      
        	
                ARTICLE XIII

              	
                CLAIMS
      PROCEDURE 

              	
                12

              


      

       

      
        	
                ARTICLE XIV

              	
                MISCELLANEOUS 

              	
                13

              


      

       

      
        	
                EXHIBIT
      A

              	
                PRE-2005
      PLAN DOCUMENT 

              	
                14

              


      

       

       

       

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      CHS/COMMUNITY
HEALTH SYSTEMS, INC.

      DEFERRED
COMPENSATION PLAN

       

       

      W I T N E
S S E T H:

       

      WHEREAS,
CHS/Community Health Systems, Inc. (the “Company”) has previously established
and currently maintains the CHS/Community Health Systems, Inc. Deferred
Compensation Plan (the “Plan”); and

       

      WHEREAS,
the Company has previously amended and restated the Plan in order to establish a
deferred compensation arrangement under the Plan for deferrals made on or after
January 1, 2005, in compliance with Internal Revenue Code Section 409A and the
guidance related thereto; and

       

      WHEREAS,
the Company wishes to amend and restate the Plan to incorporate required
provisions for compliance with Code Section 409A and the final Treasury
regulations promulgated thereunder and to make certain other
changes;

       

      NOW,
THEREFORE, the Plan is hereby amended and restated, effective as of January 1,
2008, except as otherwise provided herein, as follows:

       

      ARTICLE I


       

      DEFINITIONS
AND CONSTRUCTION

       

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

       

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

       

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

       

      (3)           Bonus:  A
bonus paid by the Company or an Affiliate to a Member for services rendered or
labor performed while a Member during a Plan Year other than an Incentive
Compensation Bonus.

       

      (4)           Bonuses:  A
Bonus or an Incentive Compensation Bonus.

       

      (5)           Change in
Control:  The occurrence of any of the following events, but
only to the extent such event would constitute a change in the ownership or
effective control of CHS, or in the ownership of a substantial portion of the
assets of CHS, as set 

      
        
          
             

             

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            forth in Code Section 409A(a)(2)(A)(v) and
defined in regulations promulgated by the U.S. Department of Treasury
thereunder:

      

       

      (a)           An
acquisition (other than directly from CHS) of any voting securities of CHS
(“Voting Securities”) by any Person (as the term person is used for purposes of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)) immediately after which such Person has Beneficial Ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
more than 50% of the then-outstanding shares of Common Stock of CHS (“Shares”)
or the combined voting power of CHS’ then-outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred
pursuant to this Section 2.1(f)(1), Shares or Voting Securities which are
acquired in a Non-Control Acquisition (as hereinafter defined) shall not
constitute an acquisition that would cause a Change in Control. A “Non-Control
Acquisition” shall mean an acquisition by (i) an employee benefit plan (or
a trust forming a part thereof) maintained by the Company or any Subsidiary,
(ii) CHS or any Subsidiary, or (iii) any Person in connection with a
Non-Control Transaction (as hereinafter defined);

       

      (b)           The
individuals who, as of the date hereof, are members of the Board of CHS
(“Incumbent Board”), cease for any reason to constitute at least a majority of
the members of the Board of CHS or, following a Merger (as hereinafter defined)
that results in CHS having a Parent Corporation (as hereinafter defined), the
board of directors of the ultimate Parent Corporation; provided, however, that
if the election, or nomination for election, by the CHS common stockholders, of
any new director was approved by a vote of at least two-thirds of the Incumbent
Board of CHS, such new director shall, for purposes of the Plan, be considered
as a member of the Incumbent Board of CHS; provided further, however, that no
individual shall be considered a member of the Incumbent Board of CHS if 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 of CHS (“Proxy
Contest”), including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or

       

      (c)           The
consummation of:

       

      (1)           A
merger, consolidation or reorganization with or into the Company or in which
securities of the Company are issued (“Merger”), unless such Merger, is a
Non-Control Transaction. A Non-Control Transaction shall mean a Merger
where:

       

      (A)           the
stockholders of CHS immediately before such Merger own, directly or indirectly,
immediately following such Merger, at least 50% of the combined voting power of
the outstanding voting securities of (x) the corporation resulting from
such Merger (“Surviving Corporation”), if 50% or more of the combined voting
power of the then outstanding voting securities of the Surviving Corporation is
not Beneficially Owned, directly 

       

       

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        or
indirectly, by another Person (“Parent Corporation”), or (y) if there are
one or more Parent Corporations, the ultimate Parent Corporation;
and

         

      

      (B)           the
individuals who were members of the Incumbent Board of CHS immediately prior to
the execution of the agreement providing for such Merger, constitute at least a
majority of the members of the board of directors of (x) the Surviving
Corporation, if there is no Parent Corporation, or (y) if there are one or
more Parent Corporations, the ultimate Parent Corporation.

       

      (2)           A
complete liquidation or dissolution of CHS; or

       

      (3)           The
sale or other disposition of all, or substantially all, of the assets of CHS to
any Person (other than a transfer to a Subsidiary or under conditions that
would constitute a Non-Control Transaction with the disposition of assets being
regarded as a Merger for this purpose or the distribution to the CHS’
stockholders of the stock of a Subsidiary or any other assets).

       

      Notwithstanding
the foregoing, a Change in Control shall not be deemed to occur solely because
any Person (“Subject Person”) acquired Beneficial Ownership of more than the
permitted amount of the then-outstanding Shares or Voting Securities as a result
of the acquisition of Shares or Voting Securities by CHS which, by reducing the
number of Shares or Voting Securities then-outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person, provided
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of Shares or Voting Securities by CHS, and after
such share acquisition by CHS the Subject Person
becomes the Beneficial Owner of any additional Shares or Voting Securities which
increases the percentage of the then-outstanding Shares or Voting Securities
Beneficially Owned by the Subject Person, then a Change in Control shall
occur.

       

      (6)           CHS:  Community
Health Systems, Inc., a Delaware corporation.

       

      (7)           Code:  The
Internal Revenue Code of 1986, as amended.

       

      (8)           Committee:  The
administrative committee appointed by the Company to administer the Plan, if
any, which committee shall consist of the same persons designated by the Company
pursuant to the terms of the Retirement Plan to act on behalf of the
Company.

       

      (9)           Company:
CHS/Community Health Systems, Inc.

       

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

       

      (11)           Compensation:  The
total base salary paid by the Company or an Affiliate during the Plan Year to or
for the benefit of a Member for services rendered or labor performed while a
Member as determined by the Company in its sole discretion.

       

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      (12)           Contributing Member:
A Member who, for a Plan Year, made a deferral election pursuant to Section 3.2,
Section 3.3 and/or Section 3.4.

       

      (13)           Determination
Date.  The last day of the Plan Year, or such other dates as
established by the plan administrator.

       

      (14)           ERISA:  Employee
Retirement Income Security Act of 1974, as amended.

       

      (15)           Incentive Compensation
Bonus:  Performance-based compensation, as such term is defined
under Code Section 409A and the regulations promulgated thereunder, paid by the
Company or an Affiliate to a Member for services rendered or labor performed
while a Member during the entire Plan Year.

       

      (16)           Investment(s):  Any
investment fund(s) offered through the Trustee or its affiliates.

       

      (17)           Investment Gains or
Losses:  Actual gains or losses realized from investments
applied to a Member’s Account as of each Determination Date pursuant to
Section 4.1 of the Plan, after deducting applicable investment-related
costs and expenses, if any.  For the Determination Date, such Member’s
Account may be reduced or increased for an amount equal to the Federal or state
income taxes that the Company is required to pay or expects to realize in
relation to such investment(s)’ taxable gain or loss realized during such
year.

       

      (18)           Limitations:  Benefit
limitations imposed on the Retirement Plan under the Employee Retirement Income
Security Act of 1974, as amended, and under sections 401(a)(17), 401(k)(3),
401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as
amended.

       

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

       

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

       

      (21)           Plan
Year:  The twelve-consecutive month period commencing January 1
and ending December 31 of each year.

       

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

       

      (23)           Separation from
Service:  The termination of employment with the Company, as
set forth in Code Section 409A(a)(2)(A)(i) and defined in regulations
promulgated by the U.S. Department of Treasury thereunder, provided that no
separation from service shall occur while a Member is on military leave, sick
leave, or other bona fide leave of absence not extending beyond six months, or,
if longer, so long as the Member’s right to reemployment is provided either by
statute or by contract.  If a period of leave exceeds six months and
the Member’s right to reemployment is not provided 

      
         

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          either by
statute or contract, for the purposes of the Plan, the employment relationship
is deemed to terminate on the first date immediately following such six-month
period; provided, however, that that a Member shall not be deemed to have
Separated from Service on account of a leave of absence until the first date
immediately following the end of a 29-month period of leave (if the employment
relationship is not terminated sooner) where such leave is due to any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than six
months and where such impairment causes the Member to be unable to perform the
duties of his or her position of employment or any substantially similar
position of employment.

          
             

          

        

      

      (24)           Specified
Employee:  A key employee, as defined in Code Section 416(i)
without regard to Section 416(i)(5), of an employer any stock of which is
publicly traded on an established securities market or otherwise.  The
identification date for determining a key employee shall be December
31.  For the purposes of this definition, the term employer shall
refer to the entity for whom the services are performed by the Specified
Employee and with respect to whom the legally binding right to compensation
arises together with and all entities with whom such entity would be considered
a single employer under Code Section 414(b) or Code Section 414(c).

       

      (25)           SSP:  CHS
401(k) Supplemental Savings Plan.

       

      (26)           Trust
Agreement:  The agreement entered into between the Company and
the Trustee establishing a trust to hold and invest contributions made by the
Company under the Plan and from which all or a portion of the amounts payable
under the Plan to Members and their beneficiaries will be
distributed.

       

      (27)           Trust
Assets:  All assets held by the Trustee under the Trust
Agreement.

       

      (28)           Trustee:  The
trustee or trustees qualified and acting under the Trust Agreement at any
time.

       

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

       

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

       

      ARTICLE II


       

      ADMINISTRATION

       

      The Plan
shall be administered by the Committee, which shall be authorized, subject to
the provisions of the Plan, to establish rules and regulations and make such
interpretations and determinations as it may deem necessary or advisable for the
proper administration of the Plan 

       

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

      

       

      ARTICLE III


       

      PARTICIPATION

       

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

       

      3.2           Compensation Deferral
Election.  Any Member may elect to defer receipt of a whole
percentage or amount of his Compensation during a Plan Year under the
Plan.  A Member’s election to defer receipt of Compensation shall be
made prior to the beginning of such Plan Year and shall be irrevocable for such
Plan Year.  The reduction in a Member’s Compensation pursuant to his
election shall be effected by Compensation reductions each payroll period within
the Plan Year.  For new Members, the election shall be made within
thirty (30) days of becoming eligible.

       

      3.3           Bonus Deferral
Election.  Any Member may elect to defer receipt of a whole
percentage or amount of his Bonus or Incentive Compensation Bonus for any Plan
Year under the Plan.  A Member’s election to defer receipt of any
Bonus shall be made prior to the beginning of such Plan Year and shall be
irrevocable for such Plan Year.  A Member’s election to defer receipt
of any Incentive Compensation Bonus for any Plan Year shall be made at least six
months prior to the end of the Plan Year.  The election to defer
receipt of such whole percentage of a Member’s Bonus or Incentive Compensation
Bonus pursuant to the deferral election above shall be effected by a reduction
in the amount of the Bonus or Incentive Compensation Bonus to which such
deferral election relates.

       

      3.4           Targeted Deferral
Election.  Subject to the rules in Section 3.2, any Member may
elect to defer receipt of a whole percentage or amount of any portion of the
Member’s Compensation until a specific future date by executing a deferral form
designed for such purpose as specified by the Committee.  Upon the
occurrence of any such date specified by a Member in such an election form, the
deferred amount, without the Investment(s) Gains or Losses 

       

       

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      attributable thereto, shall be distributed to the
Member.  Until so distributed, such deferral amounts shall continue to
be a part of the Member’s Account.

       

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

       

      ARTICLE IV


       

      BENEFITS

       

      4.1           Deferral
Contributions.  As of the last day of each payroll period of
each Plan Year, a Member’s Account shall be credited with an amount equal to the
Compensation deferred under the Plan pursuant to an election by the Member as
described in Article III for such payroll period.   As of the
last day of the payroll period in which Bonuses are paid, a Member’s Account
shall be credited with an amount equal to the Bonuses deferred under the Plan
pursuant to an election by the Member as described in Article III.

       

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

       

      (1)           the
Company Matching Contributions to which such Contributing Member would have been
entitled under the Retirement Plan taking into account both (i) the salary
deferrals made by such Contributing Member to the Retirement Plan for the Plan
Year, and (ii) the deferrals made by such Contributing Member under this Plan
pursuant to Sections 3.2, 3.3, or 3.4 for the same Plan Year  (up to a
combined maximum of six percent (6.00%) of such Contributing Member’s
Compensation assuming that none of the Limitations were imposed);
minus

       

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

       

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

       

      In
addition, if (i) the total of such Contributing Member’s salary deferrals under
the Retirement Plan (as adjusted after application of the Limitations) and
deferrals pursuant to the SSP and Sections 3.2, 3.3 or 3.4 under this Plan is
less than 6.00% of such Contributing Member’s Compensation for a Plan Year; and
(ii) the Contributing Member elects to increase his or her deferrals under this
Plan by all or any portion of any salary deferrals to the Retirement Plan that
are returned to the Contributing Member as a result of the application of the
Limitations within 

       

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      120 days
after receipt of such returned salary deferrals, even if such increased
deferrals are made in the next Plan Year, such increased deferrals shall also be
taken into account in subparagraph (i) above until the total of the Contributing
Member’s salary deferrals under the Retirement Plan, SSP, and deferrals under
this Plan for the Plan Year equals 6.00% of the Contributing Member’s
Compensation.

       

      Effective
as of January 1, 2009, no additional amounts shall be credited to a Contributing
Member’s Account pursuant to this Section 4.2.

       

      ARTICLE V


       

      VESTING

       

      All
amounts credited to a Member’s Account shall be fully vested and not subject to
forfeiture for any reason; provided, however, the amounts credited to a Member’s
Account pursuant to Section 4.2, including any Investment Gains or Losses
allocable to such credits, shall be subject to the same vesting schedule as that
set forth in the Retirement Plan.  Notwithstanding the preceding
sentence, the benefits payable to each Member hereunder constitute an unfunded,
unsecured obligation of the Company, and the assets held by the Company and the
Trustee remain subject to the claims of the Company’s creditors.

       

      ARTICLE VI


       

      TRUST

       

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

       

      ARTICLE VII


       

      PAYMENT OF
BENEFITS

       

      7.1           Separation from
Service.  Upon a Member’s Separation from Service with the
Company or an Affiliate for any reason, the amount credited to such Member’s
Account as of the 

       

       

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      Determination Date immediately preceding such Member’s Separation
from Service, adjusted for any amount deferred and Investment Gains or Losses
realized from such Determination Date to the date of the Member’s Separation
from Service, shall be distributed to such Member or, if the Member’s Separation
from Service is on account of death, to the Member’s beneficiary as determined
pursuant to Section 7.2 below.

       

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

       

      7.3           Targeted
Deferrals.  If a Member has made one or more targeted deferrals
pursuant to Section 3.4, upon the date specified in any election form used by
the Member to make such election, the amount credited in the subaccount of the
Member’s Account which relates to such deferral as of the Determination Date
immediately preceding such specified date shall be distributed to such
Member.  If some event takes place that would entitle a Member to a
distribution under Sections 7.1 or 7.2 prior to such specified date, the amounts
in such subaccount shall be distributed along with any other amounts in the
Member’s Account pursuant to Section 7.1 or 7.2.

       

      7.4           Time of
Payment.  Payment of a Member’s benefit hereunder shall be made
as soon as administratively feasible following the date on which the Member or
his beneficiary becomes entitled to such benefit pursuant to Sections 7.1, 7.2,
or 7.3, but no earlier than 10 days thereafter and no later than 45 days
thereafter, except for the Company Matching Contributions as provided
herein.  If a Member’s Separation from Service or death or any other
events that entitle the Member to a distribution occurs within the first four
months of a year, the portion of the Company Matching Contributions for the
preceding Plan Year that has been credited to a Member’s Account shall be
distributed to such Member no later than the earlier of (i) the date of which
the calculation of such contributions has been finalized or (ii) May 1 of the
year of termination of employment or death, or any other events which shall
entitle the Member to a distribution.  In all other events, the 10
days and 45 days limitation shall apply to the distribution of the Member’s
entire Account balance, unless expressly provided
otherwise.  Notwithstanding the foregoing, for a Specified Employee,
distributions may not be made before the day immediately following the date that
is six (6) months after the date of the Member’s Separation from Service (or, if
earlier, the date of death of the Member).  Also, notwithstanding the
foregoing, a Member may elect to delay the time of payment under the following
conditions:  (i) such election shall not take effect until at least 12
months after the date on which the election is made; (ii) with respect to a
payment made upon Separation from Service, a targeted deferral, or as a result
of a Change in Control, the first payment with respect to which such election is
made be deferred for a period of not less than 5 years from the date such
payment would otherwise 

       

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      have been made; and (iii) any election related to a targeted
deferral may not be made less than 12 months prior to the date of the first
scheduled payment. Notwithstanding anything in this Section 7.4 to the contrary,
an election relating to the time of payment may be made as permitted under Code
Section 409A and applicable guidance of the Internal Revenue Service.

       

      7.5           Form of
Payment.  For purposes of distributing all of a Member’s
Account, the form of any payment to a Member or his designated beneficiary shall
be in a lump sum, paid in cash or by check; provided, however, if an election is
made to delay the time of payment under Section 7.4, such payments shall be
made, at the election of the Member, in a lump sum, in five (5) annual
installments, or in ten (10) annual installments.  Notwithstanding
anything in this Section 7.5 to the contrary, an election relating to the form
of payment may be made as permitted under Code Section 409A and applicable
guidance of the Internal Revenue Service.

       

      7.6           2008 Transitional Rule
Election.  By election made no later than December 31,
2008, a Member may elect to change the time or form of payment of a Member’s
Account and the election shall not be treated as a change in time or form of
payment under Code Section 409A(a)(4) or an acceleration of payment under Code
Section 409A(a)(3).  Such election may apply only to amounts that
would not otherwise be payable in 2008 and may not cause an amount to be paid in
2008 that would not otherwise be payable in 2008.

       

      ARTICLE VIII


       

      HARDSHIP
DISTRIBUTIONS

       

      Upon
written application by a Member who has experienced an unforeseeable emergency,
the Committee may distribute to such Member an amount not to exceed the lesser
of the amount credited to such Member’s Account or the amount determined by the
Committee as being reasonably necessary to satisfy the emergency need (a
“Hardship Distribution”).  For purposes of this Article VIII, an
unforeseeable emergency shall mean a severe financial hardship to the Member
resulting from an illness or accident of the Member, the Member's spouse, or a
dependent (as defined in Code Section 152(a)) of the Member, loss of the
Member's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Member.  The requirement for a Hardship Distribution is met only
if, as determined under regulations of the Secretary of Treasury, the amounts
distributed with respect to an emergency do not exceed the amounts necessary to
satisfy such emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the
extent to which such hardship is or may be relieved through reimbursement or
compensation by insurance or otherwise or by liquidation of the Member's assets
(to the extent the liquidation of such assets would not itself cause severe
financial hardship).

       

      ARTICLE IX


       

      CHANGE IN
CONTROL

       

      Notwithstanding
any provision of the Plan to the contrary, in the event of a Change in Control,
the amount credited to such Member’s Account as of the Determination Date


       

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      immediately preceding such Change in Control, adjusted for any
amount deferred and Investment Gains or Losses realized from such Determination
Date to the date of the Change in Control, shall be distributed to such Member
in a single lump sum payment as soon as administratively feasible, but no
earlier than 10 days thereafter and no later than 45 days after the date of the
Change in Control.

       

      ARTICLE X


       

      NATURE OF THE
PLAN

       

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

       

      The
arrangement provided for in this January 1, 2008, amendment of the Plan shall
apply only with respect to amounts deferred after December 31,
2004.  For amounts deferred before January 1, 2005, such deferrals
shall be governed by the arrangement in place prior to the January 1, 2005,
amendment of the Plan, as set forth in Exhibit A.  No provision of
this document is intended to be and shall not be a material modification of the
arrangement in place as of October 3, 2004.  To the extent any term of
this document constitutes a material modification (that is, a benefit or right
existing as of October 3, 2004, is enhanced or a new benefit or right is added)
to the prior arrangement, such modification shall be of no force or
effect.

       

      ARTICLE XI


       

      EMPLOYMENT
RELATIONSHIP

       

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

       

      ARTICLE XII


       

      AMENDMENT AND
TERMINATION

       

      The
Company may amend or terminate the Plan, by written action, without the consent
of the Members; provided, however, that no such amendment or termination shall
adversely affect any benefits that have been earned prior to any such amendment
or termination, except as required by law.

       

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      ARTICLE XIII

       

      CLAIMS
PROCEDURE

       

      The
Committee shall have full power and authority to interpret, construe, and
administer the Plan, and the Committee’s interpretations and construction
hereof, and actions hereunder, including the value, amount, timing, form, or
recipient of any payment to be made hereunder, shall be binding and conclusive
on all persons for all purposes.  Notwithstanding the foregoing, the
determination of a Change in Control event will be objectively determinable
under Article IX and the Committee shall not have discretionary authority
to determine whether a Change in Control has occurred.

       

      In the
event that a claim for a benefit is wholly or partially denied, the Committee
shall, within 90 days after receipt of the claim by the Plan, provide the
claimant with a written statement setting forth the specific reasons for the
adverse determination; reference to the specific plan provisions on which the
determination is based; a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary; and a description of the Plan’s review
procedures and time limits applicable to such procedures, including a statement
of the claimant’s right to bring a civil action under Section 502(a) of the
ERISA following an adverse benefit determination on review.

       

      The
claimant will have 60 days following receipt of an adverse benefit determination
within which to appeal the determination.  During such time, the
Participant will have the opportunity to submit written comment, documents,
records, and other information relating to the claim for
benefits.  The claimant will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claim for benefits. The review will take into
account all comments, documents, records, and other information submitted by the
claimant relating to the claim, without regard to whether such information was
submitted or considered in the initial benefit determination.

       

      The
Committee will notify the claimant within 60 days after receipt of the
claimant's request for review by the Plan.  In the case of an adverse
benefit determination, the notification shall set forth, in a manner calculated
to be understood by the claimant the specific reason or reasons for the adverse
determination; reference to the specific plan provisions on which the benefit
determination is based; a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant's claim for
benefits; and a statement describing any voluntary appeal procedures offered by
the plan and the claimant's right to obtain the information about such
procedures, and a statement of the claimant's right to bring an action under
section 502(a) of ERISA.

       

      No member
of the Committee shall be liable to any person for any action taken or omitted
in connection with the interpretation and administration of the Plan unless
attributable to his own willful misconduct or lack of good
faith.  Claimants who are members of the Committee shall not
participate in any action or determination regarding their own benefits
hereunder.

       

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      ARTICLE XIV


       

      MISCELLANEOUS

       

      14.1           Indemnification.  The
Company shall indemnify and hold harmless each member of the Committee and any
other persons acting on its behalf, against any and all expenses and liabilities
arising out of his or her administrative functions or fiduciary
responsibilities, excepting only expenses and liabilities arising out of the
individual’s own willful misconduct or lack of good faith.  Expenses
against which such person shall be indemnified hereunder include, without
limitation, the amounts of any settlement or judgment, costs, counsel fees and
related charges reasonably incurred in connection with a claim asserted or a
proceeding brought or settlement thereof.

       

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

       

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

       

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

       

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

       

      IN
WITNESS WHEREOF, the undersigned has caused this Plan to be executed on the
24th day
of December, 2008, to be effective as of January 1, 2008.

       

      
        	 
      	
                CHS/COMMUNITY HEALTH SYSTEMS, INC.

                 

                 

              
	 
      	
                By:

              	
                /s/
      Rachel A. Seifert

              
	 
      	
                Title:

              	
                 

                Senior
      Vice President

              


      

      


    

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    EXHIBIT
A

     

    


    


    


    


    


    


    


    


    


    


    


    


    CHS/COMMUNITY
HEALTH SYSTEMS, INC.

    


    DEFERRED
COMPENSATION PLAN

    


    


    


    


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

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

    


    


    Original
Effective Date:  June 1, 1991

     

     

     

     

     

     

     

     

     

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    EXHIBIT
A

    


    TABLE OF
CONTENTS

    


    


    
      	
              ARTICLE I

            	
              DEFINITIONS
      AND CONSTRUCTION 

            	
              14

            


    

    


    
      	
              ARTICLE II

            	
              ADMINISTRATION

            	
               

            	
              17

            


    

    


    
      	
              ARTICLE III

            	
              PARTICIPATION

            	
               

            	
              17

            


    

    


    
      	
              ARTICLE IV

            	
              BENEFITS

            	
               

            	
              18

            


    

    


    
      	
              ARTICLE V

            	
              VESTING

            	
               

            	
              20

            


    

    


    
      	
              ARTICLE VI

            	
              TRUST

            	
               

            	
              21

            


    

    


    
      	
              ARTICLE VII

            	
              PAYMENT
      OF BENEFITS 

            	
              21

            


    

    


    
      	
              ARTICLE VIII

            	
              HARDSHIP
      DISTRIBUTIONS 

            	
              22

            


    

    


    
      	
              ARTICLE IX

            	
              SALE
      OF THE COMPANY 

            	
              23

            


    

    


    
      	
              ARTICLE X

            	
              NATURE
      OF THE PLAN 

            	
              23

            


    

    


    
      	
              ARTICLE XI

            	
              EMPLOYMENT
      RELATIONSHIP 

            	
              23

            


    

    


    
      	
              ARTICLE XII

            	
              AMENDMENT
      AND TERMINATION 

            	
              24

            


    

    


    
      	
              ARTICLE XIII

            	
              CLAIMS
      PROCEDURE 

            	
              24

            


    

    


    
      	
              ARTICLE XIV

            	
              MISCELLANEOUS 

            	
              25

            


    

     

     

     

     

     

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    EXHIBIT A

    
 

    CHS/COMMUNITY
HEALTH SYSTEMS, INC.

    DEFERRED
COMPENSATION PLAN

     

     

    W I T N E
S S E T H:

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
I

     

    Definitions and
Construction

     

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

     

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

     

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

     

     

     

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    EXHIBIT
A

     

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

     

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

     

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

     

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

     

    (7)            Company:
CHS/Community Health Systems, Inc.

     

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

     

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

     

    (10)            Contributing Member:
A Member who, for a Plan Year, made a deferral election pursuant to Section 3.2,
Section 3.3 and/or Section 3.4.

     

    (11)            Determination
Date.  The last business day of each quarter in a calendar
year.

     

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

     

    (13)            Effective
Date:  June 1, 1991.

     

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

     

    (15)            Investment Gains or
Losses:  Actual gains or losses realized from investments
applied to a Member’s Account as of each Determination Date pursuant to
Section 4.2(a) of the Plan, after deducting applicable investment-related
costs and expenses, if any.  For the Determination Date, such Member’s
Account shall be reduced or increased for an amount equal to the Federal or
state income taxes that the Company is required to pay or expects to realize in
relation to such investment(s)’ taxable gain or loss realized during such
year.

     

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    (16)            Limitations:  Benefit
limitations imposed on the Retirement Plan under the Employee Retirement Income
Security Act of 1974, as amended, and under sections 401(a)(17), 401(k)(3),
401(m)(2), 402(g) and 415 of the Internal Revenue Code of 1986, as
amended.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (23)            SSP:  CHS
401(k) Supplemental Savings Plan.

     

    (24)            Trust
Agreement:  The agreement entered into between the Company and
the Trustee establishing a trust to hold and invest contributions made by the
Company under the Plan and from which all or a portion of the amounts payable
under the Plan to Members and their beneficiaries will be
distributed.

     

    (25)            Trust
Assets:  All assets held by the Trustee under the Trust
Agreement.

     

    (26)            Trustee:  The
trustee or trustees qualified and acting under the Trust Agreement at any
time.

     

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

     

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

     

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    EXHIBIT
A

     

    ARTICLE
II


     

    ADMINISTRATION

     

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

     

    ARTICLE
III


     

    PARTICIPATION

     

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

     

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

     

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

     

     

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    EXHIBIT
A

     

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

     

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

     

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

     

    ARTICLE
IV


     

    BENEFITS

     

    4.1           Amount of
Benefit.

     

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

     

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

     

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

     

     

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    EXHIBIT
A

     

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

     

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

     

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

     

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

     

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

     

    
    

     

    
      	 	(1)            all
      unpaid 2001 and 2002 variable life insurance policy premium payments
      required under the terms of the Split Dollar Agreement;
	 	 
	 	(2)            an
      amount equal to 100% of the net cash surrender value of such variable life
      insurance policy on the date such policy is surrendered by the Company;
      and
	 	 
	 	 (3)            if
      required by the Member’s Benefit Exchange Agreement, annual amounts equal
      to the premium payments to such variable life insurance policy that would
      have been required under the Split Dollar Agreement for years after 2002,
      reduced each year by the actual cost of providing supplemental life
      insurance coverage to the Member pursuant to the terms of the Benefit
      Exchange Agreement.
	 	 


    

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

     

     

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

     

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

     

    
      	
               
      

            	
              (a)

            	
              If
      a Member has requested in accordance with Section 3.5 of the Plan that all
      or a portion of his Account be invested in any particular Investment(s),
      the Account of such Member shall be credited with the Investment Gains or
      Losses since the preceding Determination
Date.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      portion of a Member’s Account, the investment of which has not been
      requested by the Member, shall be credited with the Earnings Credit for
      such Determination Date.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Member’s Account shall not be credited with any Investment Credit under
      this Section 4.2 on the Company Matching Contributions portion
      credited to his Account as of the last day of each Plan Year pursuant to
      Section 4.1 of the Plan until the Company actually makes the cash
      deposit of such Matching Contributions with the
  Trustee.

            


    

     

    ARTICLE
V


     

    VESTING

     

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

     

     

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    ARTICLE
VI


     

    TRUST

     

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

     

    ARTICLE
VII


     

    PAYMENT OF
BENEFITS

     

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

     

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

     

    7.3           Targeted
Deferrals.  If a Member has made one or more targeted deferrals
pursuant to Section 3.4, upon the date specified in any election form used by
the Member to 

     

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    make
such election, the amount credited in the subaccount of the Member’s Account
which relates to such deferral as of the Determination Date immediately
preceding such specified date shall be distributed to such Member.  If
some event takes place that would entitle a Member to a distribution under
Sections 7.1 or 7.2 prior to such specified date, the amounts in such subaccount
shall be distributed along with any other amounts in the Member’s Account
pursuant to Section 7.1 or 7.2.

     

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

     

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

     

    ARTICLE
VIII


     

    HARDSHIP
DISTRIBUTIONS

     

    Upon
written application by a Member who has experienced an unforeseeable emergency,
as determined by the Committee, the Committee may distribute to such Member an
amount not to exceed the lesser of the amount credited to such Member’s Account
or the amount determined by the Committee as being reasonably necessary to
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    purposes
of this Article VIII, a hardship distribution pursuant to an unforeseeable
emergency shall be authorized in the event of severe financial hardship to the
Member resulting from a sudden and unexpected illness or accident of the Member
or his dependent, loss of the Member’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the Member’s control.  An unforeseeable emergency will
not include the need to send a Member’s child to college or the desire to
purchase a home.  Additionally, the Member must demonstrate that the
hardship may not be relieved through reimbursement or compensation by insurance
or otherwise, by liquidation of the Member’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
by cessation of deferrals under this Plan.

     

    ARTICLE
IX


     

    SALE OF THE
COMPANY

     

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

     

    ARTICLE
X


     

    NATURE OF THE
PLAN

     

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

     

    ARTICLE
XI


     

    EMPLOYMENT
RELATIONSHIP

     

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

     

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    ARTICLE
XII


     

    AMENDMENT AND
TERMINATION

     

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

     

    ARTICLE
XIII


     

    CLAIMS
PROCEDURE

     

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

     

    ARTICLE
XIV


     

    MISCELLANEOUS

     

    14.1           Indemnification.  The
Company shall indemnify and hold harmless each member of the Committee and any
other persons acting on its behalf, against any and all expenses and liabilities
arising out of his or her administrative functions or fiduciary
responsibilities, excepting only expenses and liabilities arising out of the
individual’s own willful misconduct or lack of good faith.  Expenses
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    limitation,
the amounts of any settlement or judgment, costs, counsel fees and related
charges reasonably incurred in connection with a claim asserted or a proceeding
brought or settlement thereof.

     

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

     

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

     

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

     

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

     

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

     

     

     

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