EXHIBIT 10.9



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

         The LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan (the
"Plan") is hereby amended as follows:

         The provisions of Section 3.1 are hereby deleted in their entirety and
the following provisions are inserted in their place:

                  3.1      Number of Shares. Subject to the following provisions
         of this Section 3, the aggregate number of shares of Common Stock that
         may be issued pursuant to all Awards under the Plan is 9,625,000 shares
         of Common Stock; 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. The shares of Common Stock to be
         delivered under the Plan will be made available from authorized but
         unissued shares of Common Stock or issued shares that have been
         reacquired by the Corporation. To the extent that any Award payable in
         Common Stock is forfeited, cancelled, returned to the Corporation for
         failure to satisfy vesting requirements or upon the occurrence of other
         forfeiture events, or otherwise terminates without payment being made
         thereunder, shares of Common Stock covered thereby will no longer be
         charged against the foregoing maximum share limitations and may again
         be made subject to Awards under the Plan pursuant to such limitations.

         Except as otherwise set forth herein, all other terms and provisions of
the Plan shall remain in full force and effect.

         IN WITNESS WHEREOF, the Board has duly executed and delivered this
Third Amendment to the LifePoint Hospitals, Inc. 1998 Long-Term Incentive Plan
as of the _____ day of __________, 2002.


                                    LIFEPOINT HOSPITALS, INC.



                                    By:
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