PROVINCE HEALTHCARE CO
EX-10.14  EXECUTIVE SEVERANCE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>4
<FILENAME>g81012exv10w14.txt
<DESCRIPTION>EX-10.14  EXECUTIVE SEVERANCE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.14


                          PROVINCE HEALTHCARE COMPANY
                         EXECUTIVE SEVERANCE AGREEMENT

         THIS EXECUTIVE SEVERANCE AGREEMENT ("Agreement") is entered into this
23rd day of October, 2002, by and between Province Healthcare Company (the
"Company") and Christopher T. Hannon ("Employee").

                              W I T N E S S E T H:

         WHEREAS, Employee is employed as Senior Vice President and Chief
Financial Officer of the Company; and

         WHEREAS, the Company desires to provide certain severance payments to
Employee in the event that Employee's employment with the Company is terminated
without cause or in connection with a change in control of the Company;

         NOW, THEREFORE, based upon the premises set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

                             ARTICLE I. DEFINITIONS

         Terms used in this Agreement that are defined are indicated by initial
capitalization of the term. References to an "Article" or a "Section" mean an
article or a section of this Agreement. In addition to those terms that are
specifically defined herein, the following terms are defined for purposes
hereof:

         "Administrator" means a committee consisting of the Company's chief
executive officer, the secretary of the Company, the vice president of human
resources, and any other individuals appointed by the chief executive officer.
The Administrator may delegate any of its duties or authorities to any person or
entity. If a Change in Control occurs, as described in this Agreement, the
Administrator shall be the committee of individuals who were committee members
immediately prior to the Change in Control.

         "Benefit" means the benefits described in Article II and Article III.

         "Change in Control" means a transaction or circumstance in which any of
the following have occurred:


<PAGE>

         (a)      any "person" as such term is used in sections 13(d) and 14(d)
of the Exchange Act, other than the Company or a wholly-owned Subsidiary thereof
or any employee benefit plan of the Company, becomes the "beneficial owner" (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of
the Company representing more than 50% of the total voting power represented by
the Company's then outstanding Voting Securities (as defined below), or

         (b)      during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board and any new director whose
election by the Board or nomination for election by the Company's shareholders
was approved by a vote of at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof, or

         (c)      the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the Voting Securities (i.e., any securities
of the entity which vote generally in the election of its directors) of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the
surviving entity) more than 50% of the total voting power represented by the
Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or

         (d)      the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of its assets.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Subsidiary" means any subsidiary of the Company or of any of its
subsidiaries.


                ARTICLE II. CHANGE IN CONTROL TERMINATION PAYMENT

SECTION 2.1 BENEFITS ON TERMINATION.

         (a)      Amount. Subject to the conditions, limitations and adjustments
that are provided for herein, the Company will provide Benefits to Employee
equal to the sum of the amounts described below if, within the 24 month period
following a Change in Control, Employee's employment with the Company terminates
for any reason:

         (1)      An amount equal to 200% of the Employee's annual base
compensation determined by reference to his base salary in effect at the time of
Change in Control.


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<PAGE>
         (2)      An amount equal to 200% of the highest annual bonus that
Employee would be eligible to receive during the fiscal year ending during which
the Change in Control occurs.

         (3)      For a period of 24 months, participation in medical, life,
disability and similar benefit plans that are offered to similarly situated
employees of the Company immediately prior to the applicable Change in Control
for the Eligible Employee and his dependents. Such participation may be pursuant
to the continuation coverage rights of Eligible Employees pursuant to Part 6 of
Title I of ERISA ("COBRA") or the Company may provide such benefits directly
through the purchase of insurance or otherwise. Notwithstanding the foregoing,
the period for participation in a self-funded medical plan pursuant to this
paragraph 3 shall not exceed the maximum period of continuation coverage
provided under COBRA. If benefits are provided pursuant to COBRA continuation
rights, the Company shall pay a cash amount to the Eligible Employee at the time
of severance that is sufficient to cover all premiums required for such COBRA
coverage under the appropriate benefit plans.

         (4)      For a period of 24 months, participation in general and
executive fringe benefits offered to similarly situated executive employees
immediately prior to the applicable Change in Control, including, but not
limited to, auto allowance, financial planning, annual physical examination, and
civic and country club dues. (5) Upon the effective date of any Change in
Control, any stock purchase options held by Employee pursuant to any qualified
or nonqualified Company option plan shall immediately vest and become
exercisable. The provisions of this Section 2.1 shall supersede any contrary
provisions of any other agreement by and between the parties hereto, now
existing or hereafter created, unless the provisions of this Section 2.1 shall
be referred to specifically therein and modified, amended or waived by both
parties hereto.

         (b)      Adjustments to the Amount of Benefit. Notwithstanding anything
herein to the contrary, the amounts due to Employee under Section 2.1(a) shall
be adjusted in accordance with Section 2.2 if any payment provided to Employee
is determined to be subject to the excise tax described in section 4999 of the
Code.

         (c)      Time for Payment; Interest. The cash Benefits payable made
under this Section 2.1 shall be paid to Employee in a single lump sum within ten
days following the date of termination. The Company's obligation to pay to
Employee any amounts under this Section 2.1 will bear interest at the lesser of
(i) 10% or (ii) the maximum rate allowed by law until paid by the Company, and
all accrued and unpaid interest will bear interest at the same rate, all of
which interest will be compounded annually.


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<PAGE>
2.2      BENEFIT ADJUSTMENTS.

         (a)      Gross Up Payment. Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by or on behalf of the Company to or for the benefit of Employee as
a result of a "change in control," as defined in section 280G of the Code,
whether paid or payable or distributed or distributable pursuant to the terms of
this Agreement or otherwise, but determined without regard to any additional
payments required under this Section, (a "Payment") would be subject to the
excise tax imposed by section 4999 of the Code or any interest or penalties are
incurred by Employee with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred to
as the "Excise Tax"), then Employee shall be entitled to receive an additional
payment (a "Gross-Up Payment") in an amount such that after payment by Employee
of all taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up
Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

         (b)      Tax Opinion. Subject to the provisions of Section 2.2(c), all
determinations required to be made under this Section 2.2, including whether and
when a Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be made
by a nationally recognized accounting firm or law firm selected by the Company
(the "Tax Firm"); provided, however, that the Tax Firm shall not determine that
no Excise Tax is payable by Employee unless it delivers to Employee a written
opinion (the "Tax Opinion") that failure to pay the Excise Tax and to report the
Excise Tax and the payments potentially subject thereto on or with Employee's
applicable federal income tax return will not result in the imposition of an
accuracy-related or other penalty on Employee. All fees and expenses of the Tax
Firm shall be borne solely by the Company. Within 15 business days of the
receipt of notice from Employee that there has been a Payment, or such earlier
time as is requested by the Company, the Tax Firm shall make all determinations
required under this Section, shall provide to the Company and Employee a written
report setting forth such determinations, together with detailed supporting
calculations, and, if the Tax Firm determines that no Excise Tax is payable,
shall deliver the Tax Opinion to Employee. Any Gross-Up Payment, as determined
pursuant to this Section, shall be paid by the Company to Employee within
fifteen days of the receipt of the Tax Firm's determination. Subject to the
remainder of this Section 2.2, any determination by the Tax Firm shall be
binding upon the Company and Employee; provided, however, that Employee shall
only be bound to the extent that the determinations of the Tax Firm hereunder,
including the determinations made in the Tax Opinion, are reasonable and
reasonably supported by applicable law. As a result of the uncertainty in the
application of section 4999 of the Code at the time of the initial determination
by the Tax Firm hereunder, it is possible that Gross-Up Payments which will not
have been made by the Company should have been made ("Underpayment"), consistent
with the calculations required to be made hereunder. In the event that it is
ultimately determined in accordance with the procedures set forth in Section
2.2(c) that Employee is required to make a payment of any Excise Tax, the Tax
Firm shall reasonably determine the amount of the Underpayment that has occurred
and any such Underpayment shall be


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promptly paid by the Company to or for the benefit of Employee. In determining
the reasonableness of Tax Firm's determinations hereunder, and the effect
thereof, Employee shall be provided a reasonable opportunity to review such
determinations with Tax Firm and Employee's tax counsel. Tax Firm's
determinations hereunder, and the Tax Opinion, shall not be deemed reasonable
until Employee's reasonable objections and comments thereto have been
satisfactorily accommodated by Tax Firm.

         (c)      Notice of IRS Claim. Employee shall notify the Company in
writing of any claims by the Internal Revenue Service that, if successful, would
require the payment by the Company of the Gross-Up Payment. Such notification
shall be given as soon as practicable but no later than 30 calendar days after
Employee actually receives notice in writing of such claim and shall apprise the
Company of the nature of such claim and the date on which such claim is
requested to be paid; provided, however, that the failure of Employee to notify
the Company of such claim (or to provide any required information with respect
thereto) shall not affect any rights granted to Employee under this Section 2.2
except to the extent that the Company is materially prejudiced in the defense of
such claim as a direct result of such failure. Employee shall not pay such claim
prior to the expiration of the 30-day period following the date on which he
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies
Employee in writing prior to the expiration of such period that it desires to
contest such claim, Employee shall do all of the following:

         (1)      give the Company any information reasonably requested by the
                  Company relating to such claim;

         (2)      take such action in connection with contesting such claim as
                  the Company shall reasonably request in writing from time to
                  time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  selected by the Company and reasonably acceptable to Employee;

         (3)      cooperate with the Company in good faith in order effectively
                  to contest such claim;

         (4)      if the Company elects not to assume and control the defense of
                  such claim, permit the Company to participate in any
                  proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Employee harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limiting the foregoing provisions of this
Section 2.2, the Company shall have the right, at its sole option, to assume the
defense of and control all proceedings in connection with such contest, in which
case it may pursue or forego any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim and
may either direct Employee to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and Employee agrees to prosecute
such contest to a determination before any


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<PAGE>
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to Employee, on an interest-free basis
and shall indemnify and hold Employee harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the statute
of limitations relating to payment of taxes for the taxable year of Employee
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount. Furthermore, the Company's right to assume the
defense of and control the contest shall be limited to issues with respect to
which a Gross-Up Payment would be payable hereunder and Employee shall be
entitled to settle or contest, as the case may be, any other issue raised by the
Internal Revenue Service or any other taxing authority.

         (d)      Right to Tax Refund. If, after the receipt by Employee of an
amount advanced by the Company pursuant to Section 2.2 Employee becomes entitled
to receive any refund with respect to such claim, Employee shall (subject to the
Company's complying with the requirements of Section 2.2(c)) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If, after the receipt by Employee of an
amount advanced by the Company pursuant to Section 2.2(c), a determination is
made that Employee is not entitled to a refund with respect to such claim and
the Company does not notify Employee in writing of its intent to contest such
denial of refund prior to the expiration of 30 days after such determination,
then such advance shall, to the extent of such denial, be forgiven and shall not
be required to be repaid and the amount of forgiven advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.

               ARTICLE III. PAYMENT UPON TERMINATION WITHOUT CAUSE

         SECTION 3.1  BENEFITS ON TERMINATION.

         (a)      Amount. Subject to the conditions, limitations and adjustments
that are provided for herein, in the absence of a Change in Control, and in the
event Employee's employment is terminated either by the Company without cause or
by the Employee with cause, as described below, Employee shall be entitled to
receive an amount equal to 200% of the Employee's annual base compensation
determined by reference to his base salary in effect at the time of termination.

         (1)      By Company Without Cause Termination of employment by the
Company without cause shall occur if the Company provides oral or written notice
to Employee of involuntary termination that is not on account of just cause. For
this purpose, termination for "just cause" will only occur upon written notice
to Employee that employment is involuntarily terminated due to any of the
following:

         (i)      conviction of Employee for a crime involving fraud, dishonesty
                  or theft, or of any felony which, in the reasonable judgment
                  of the Board, materially affects Employee's ability to perform
                  his duties pursuant to this Agreement;


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<PAGE>

         (ii)     commission by Employee of an act of fraud, embezzlement, or
                  material dishonesty against the Company or its affiliates; or

         (iii)    intentional neglect of or material inattention to Employee's
                  duties, which neglect or inattention remains uncorrected for
                  more than 30 days following written notice from the chief
                  executive officer of the Company detailing the Company's
                  concern.

         (2)      By Employee With Cause. Termination of employment by Employee
with cause shall occur if Employee terminates employment for any of the
following reasons:

         (i)      A material adverse alteration in Employee's position,
                  responsibilities or status.

         (ii)     A reduction in Employee's base compensation or a substantial
                  reduction in the benefits provided to Employee.

         (iii)    Relocation of Employee by the Company to a location that is
                  more than 35 miles from the Employee's current workplace.

         (iv)     The material breach of the Company of any portion of its
                  employment policies and/or any employment agreement with
                  Employee.

         (b)      Adjustments to the Amount of Benefit. Notwithstanding anything
herein to the contrary, the amounts due to Employee under Section 3.1(a) shall
be adjusted in accordance with Section 2.2 of this Agreement if any payment
provided to Employee is determined to be subject to the excise tax described in
section 4999 of the Code.

         (c)      Time for Payment; Interest. The cash Benefits payable made
under this Section 3.1 shall be paid to Employee in a single lump sum within ten
days following the date of termination. The Company's obligation to pay to
Employee any amounts under this Section 3.1 will bear interest at the lesser of
(i) 10% or (ii) the maximum rate allowed by law until paid by the Company, and
all accrued and unpaid interest will bear interest at the same rate, all of
which interest will be compounded annually.

         SECTION 3.2  COMPETITION.

                  (a)      Agreement Not to Compete. Employee agrees that, for a
period of 24 months after the termination of his employment as described in
Section 3.1(a), he will not:

         (i)      directly or indirectly, own, manage, control, participate in,
                  consult with or render services for (i) any business, the
                  operating facilities of which compete with the operating
                  facilities of the Company or its Subsidiaries within the
                  geographical area included in the 50-mile radius around each
                  location where the Company or any Subsidiary


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<PAGE>
                  owns, leases, manages or otherwise maintains an operating
                  facility, engages in business or, on the date of Employee's
                  termination, plans to own, lease, manage or otherwise maintain
                  a facility or engage in business, or (ii) any business in
                  which the Company or any of its Subsidiaries has entered into
                  a letter of intent or is or has been within one year prior to
                  the date of termination of Employee's employment in active
                  negotiations relating to the acquisition of such business by
                  the Company or its Subsidiaries; or

         (ii)     interfere with, disrupt or attempt to disrupt any present or
                  prospective relationship, contractual or otherwise, between
                  the Company and any customer, supplier or employee of the
                  Company.

                  (b)      Remedies. Employee agrees and acknowledges that the
violation by Employee of the agreements contained in this Section 3.2 would
cause irreparable injury to the Company and that the remedy at law for any
violation or threatened violation thereof by him would be inadequate and that
the Company shall be entitled to temporary and permanent injunctive relief or
other equitable relief without the necessity of proving actual damages.

                           ARTICLE IV. ADMINISTRATION

         SECTION 4.1. The provisions of this Agreement are intended to provide
severance benefits and protection to Employee. The Administrator has absolute
discretion to interpret the terms of this Agreement and to make all
determinations required in the administration hereof, including making
determinations about eligibility for and the amounts of Benefits. All decisions
of the Administrator are final, binding and conclusive on all parties.

         SECTION 4.2. Benefits can only be denied or forfeited if Employee does
not satisfy the conditions for receiving payment that are described herein or if
the Company validly amends the Agreement as described in Section 5.4.

         SECTION 4.3. If Employee's claim for Benefits is denied, the
Administrator will furnish written notice of denial to Employee within 90 days
of the date the claim is received, unless special circumstances require an
extension of time for processing the claim. This extension will not exceed 90
days, and Employee must receive written notice stating the grounds for the
extension and the length of the extension within the initial 90-day review
period. If the Administrator does not provide written notice, Employee may deem
the claim denied and seek review according to the appeals procedures set forth
below.

         (a)      Notice of Denial. The notice of denial to the Claimant shall
                  state:

         (1)      The specific reasons for the denial.


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<PAGE>

         (2)      Specific references to pertinent provisions of the Agreement
                  on which the denial was based.

         (3)      A description of any additional material or information needed
                  for Employee to perfect his claim and an explanation of why
                  the material or information is needed.

         (4)      A statement that Employee may request a review upon written
                  application to the Administrator, review pertinent documents,
                  and submit issues and comments in writing and that any appeal
                  that Employee wishes to make of the adverse determination must
                  be in writing to the Administrator within 60 days after
                  Employee receives notice of denial of benefits.

         (5)      The name and address of the Administrator to which Employee
                  may forward an appeal. The notice may state that failure to
                  appeal the action to the Administrator in writing within the
                  60-day period will render the determination final, binding and
                  conclusive.

         (b)      Appeals Procedure. If Employee appeals to the Administrator,
Employee or his authorized representative may submit in writing whatever issues
and comments he believes to be pertinent. The Administrator shall reexamine all
facts related to the appeal and make a final determination of whether the denial
of benefits is justified under the circumstances. The Administrator shall advise
Employee in writing of:

         (1)      The Administrator's decision on appeal.

         (2)      The specific reasons for the decision.

         (3)      The specific provisions of the Agreement on which the decision
                  is based.

         Notice of the Administrator's decision shall be given within 60 days of
the Claimant's written request for review, unless additional time is required
due to special circumstances. In no event shall the Administrator render a
decision on an appeal later than 120 days after receiving a request for a
review.

                            ARTICLE V. GENERAL TERMS

         SECTION 5.1 NOTICES. All notices and other communications hereunder
will be in writing or by written telecommunication, and will be deemed to have
been duly given if delivered personally or if sent by overnight courier or by
written telecommunication, to the relevant address set forth below, or to such
other address as the recipient of such notice or communication will have
specified to the other party hereto in accordance with this Section:

         If to the Company to:

         Province Healthcare Company
         105 Westwood Place, Suite 400
         Brentwood, Tennessee 37027
         Attn:    Howard T. Wall, III,
                  Senior Vice President and General Counsel


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<PAGE>

         If to Employee, to:

         Christopher T. Hannon
         Province Healthcare Company
         105 Westwood Place, Suite 400
         Brentwood, Tennessee 37027

         SECTION 5.2 WITHHOLDING; NO OFFSET. All payments required to be made by
the Company under this Agreement to Employee will be subject to the withholding
of such amounts, if any, relating to federal, state and local taxes as may be
required by law. No payment under this Agreement will be subject to offset or
reduction attributable to any amount Employee may owe to the Company or any
other person, except as required by law.

         SECTION 5.3 ERISA RIGHTS AND INFORMATION. Attached hereto as Appendix A
is a description of certain ERISA rights and other information applicable to
this Agreement.

         SECTION 5.4 ENTIRE AGREEMENT; MODIFICATION. This Agreement and its
attachments constitute the complete and entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements
between the parties. The parties have executed this Agreement based upon the
express terms and provisions set forth herein and have not relied on any
communications or representations, oral or written, which are not set forth in
this Agreement.

         SECTION 5.5 AMENDMENT. This Agreement may not be modified by an
subsequent agreement unless the modifying agreement: (i) is in writing; (ii)
contains an express provision referencing this Agreement; (iii) is signed and
executed on behalf of the Company by an officer of the Company other than
Employee; and (v) is signed by Employee.


         SECTION 5.6 CHOICE OF LAW. This Agreement and the performance hereof
will be construed and governed in accordance with the laws of the State of
Tennessee, without regard to its choice of law principles, except to the extent
that federal law controls or preempts state law.


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<PAGE>

         SECTION 5.7 SUCCESSORS AND ASSIGNS. The obligations, duties and
responsibilities of Employee under this Agreement are personal and shall not be
assignable. In the event of Employee's death or disability, this Agreement shall
be enforceable by Employee's estate, executors or legal representatives. The
obligations, duties and responsibilities of Company hereunder shall be binding
upon any successor of the Company (whether through a transaction described as a
Change in Control or otherwise).

         SECTION 5.8 WAIVER OF PROVISIONS. Any waiver of any terms and
conditions hereof must be in writing and signed by the parties hereto. The
waiver of any of the terms and conditions of this Agreement shall not be
construed as a waiver of any subsequent breach of the same or any other terms
and conditions hereof.

         SECTION 5.9 SEVERABILITY. The provisions of this Agreement and the
amount of Benefits payable hereunder shall be deemed severable, and if any
portion shall be held invalid, illegal or enforceable for any reason, the
remainder of this Agreement and/or Benefit payment shall be effective and
binding upon the parties.

         SECTION 5.10 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which will be deemed an original, and all of which
together will constitute one and the same instrument.



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<PAGE>


IN WITNESS WHEREOF, Company and Employee have caused this Agreement to be
executed on the day and year indicated below to be effective on the day and year
first written above.

EMPLOYEE:

/s/ Christopher T. Hannon
-------------------------
Christopher T. Hannon                             Date: October 23, 2002


COMPANY:

PROVINCE HEALTHCARE COMPANY

/s/ Martin S. Rash                                Date: October 23, 2002
------------------------------
Its:  Chief Executive Officer


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<PAGE>
                                                                      APPENDIX A



                          ERISA RIGHTS AND INFORMATION

         The parties acknowledge that the following information is provided to
Employee hereunder in connection with Employee's rights as a welfare plan
participant under ERISA. The terms "you" and "yours" refer to Employee.

        As a participant in a welfare plan maintained by the Company, you are
entitled to certain rights and protections under ERISA. ERISA provides that all
plan participants shall be entitled to:

-        Examine, without charge, at the Administrator's office and at other
         specified locations, all plan documents, including insurance contracts,
         and copies of all documents filed by the plan with the U.S. Department
         of Labor, such as detailed annual reports and plan descriptions.

-        Obtain copies of all plan documents and other plan information upon
         written request to the Administrator. The Administrator may make a
         reasonable charge for the copies.

-        Receive a summary of the plan's annual financial report. The
         Administrator is required by law to furnish each participant with a
         copy of this summary annual report.

        In addition to creating rights for plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your plan, called "fiduciaries" of the
plan, have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including the Company or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from obtaining a benefit under this plan or from exercising your rights
under ERISA.

        If a claim for a Benefit is denied in whole or in part, you must receive
a written explanation of the reason for the denial. You have the right to have
the Administrator review and reconsider your claim.

        Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Administrator to provide the materials and pay you up to $100 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the control of the Administrator.

        If you have a claim for benefits that is denied or ignored, in whole or
in part, you may file suit in a state or federal court. If it should happen that
plan fiduciaries misuse the plan's


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<PAGE>

money or if you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor or you may file suit in a
federal court. The court will decide who should pay court costs and fees. If you
lose, the court may order you to pay these costs and fees, for example, if it
finds your claim is frivolous.

        If you have any questions about your plan, you should contact the
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administration, Department of Labor.

                          SUMMARY OF ERISA INFORMATION

Name of Plan:      Province Healthcare Company Executive Severance Plan

Name and Address of the Company:

         Province Healthcare Company
         105 Westwood Place, Suite 400
         Brentwood, Tennessee 37027

Who Pays for the Plan:     The cost of the plan is paid entirely by the Company.

The Company's Employer Identification No.:  62-1710772

Plan Number:  559

Plan Year:  January 1 to December 31

Plan Administrator, Name, Address and Telephone No.:

                  Administrator of the Province Healthcare Company Executive
                  Severance Plan
                  Province Healthcare Company
                  105 Westwood Place, Suite 400
                  Brentwood, Tennessee 37027
                  (615) 370-1377

Agent for Service of Legal Process on the Plan:      Chief Executive Officer or
                                                     Administrator.

Benefits are paid out of the general assets of the Company. The Company may, in
its discretion establish a "grantor trust" to fund the payment of Benefits.
Otherwise, this plan does not give you any rights to any particular assets of
the Company. Cash amounts paid under a severance plan are generally considered
taxable income to the recipient.


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