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                                                                    EXHIBIT 99.2


                SECOND AMENDMENT TO THE LIFEPOINT HOSPITALS, INC.
                          1998 LONG-TERM INCENTIVE PLAN

                                    RECITALS:

         WHEREAS, LifePoint Hospitals, Inc. (the "Company") established the 1998
Long-Term Incentive Plan (the "Plan") through which the Company may award
incentives based on the common stock of the Company (the "Stock") to employees,
consultants and independent contractors of the Company and its affiliates; and

         WHEREAS, the Company desires to amend the Plan to (i) limit the number
of shares of Stock that may be granted pursuant to certain types of awards and
(ii) restrict the repricing of stock options;

         NOW, THEREFORE, the Plan is hereby amended as follows:

(A)      The following clause is added to the first sentence of Section 3.1:

         "provided, however, that no more than 300,000 of such shares of Common
         Stock may be issued pursuant to Restricted Stock Awards, Performance
         Awards, Phantom Stock Awards and Dividend Equivalent Awards in the
         aggregate."

(B)      A new Section 6.8 is added:

                  "6.8 Restrictions on Repricing of Options. With respect to an
         Option that has been granted hereunder, the exercise price may not be
         lowered, nor may the Option be replaced or regranted through
         cancellation without shareholder approval."

(C)      The following clauses are added to the first sentence of Section 15.4:

         "(iv) increase the aggregate number of shares of Common Stock that may
         be granted pursuant to Restricted Stock Awards, Performance Awards,
         Phantom Stock Awards and Dividend Equivalent Awards in accordance with
         Section 3.1 hereof, or (v) modify the terms of Section 6.8 hereof to
         permit Option repricing."

         IN WITNESS WHEREOF, the Board has duly executed and delivered this
Second Amendment to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan
to be effective as of May 15, 2001.


                                    LIFEPOINT HOSPITALS, INC.



                                    By: /s/ William F. Carpenter III
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                                    Its: Senior Vice President, General
                                         Counsel and Secretary
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