LHC 2003 Key Employee Equity Participation Plan

LOUISIANA HEALTH CARE GROUP
2003 KEY EMPLOYEE EQUITY PARTICIPATION PLAN


I. Plan Purpose


To advance the interest of LHC GROUP, LLC ("LAHCG") by motivating key
executives to remain in the employ of LAHCG and to increase the value
of LAHCG, through relating a portion of total executive compensation to
the growth and development of LAHCG.


II. Definitions


"Board" means the Board of LAHCG.


"Cause" means the termination of a Participant's employment by LAHCG
due to: (1) any violation of law (2) any breach or violation of, or
failure to perform according to, any of LAHCG standards of conduct,
code of ethics, procedures or policies, as adopted or changed by LAHCG
from time to time or (3) any failure to perform the requirements of the
Participant's position with LAHCG.


"Change of Control" means an acquisition by any non-affiliated single
person or group of more than 50% of LAHCG.


"Competing Firm" means any company or entity doing business in the
health care industry in the United States and which is involved with
products or services which may be in competition with any product
marketed or under development by LAHCG.


"Disability" means the complete and permanent inability of a
Participant to substantially perform the essential functions of the
Participant's job.


"Free Cash Flow" (EBITDA plus Participation Equity Participation Plan
accrued expenses) less (capital expenditures, capital acquisitions,
dividends, scheduled principal & interest payments, taxes, increase in
working capital, and any additional amounts required by banks to be
paid).


"Participant" means a person who is designated by the Board as eligible
to receive Participation Equity Units under this Plan. Eligible
Participants may include employees of LAHCG as well as any other
companies designated by the Board.


"Participation Equity Units" means the number of units a Participant
holds, where 10,000,000 Units are equal to 100% of the Company Value.


2


"Plan" means this 2003 Key Employee Equity Participation Plan.


"Reset Event" means either an IPO or a Sale of LAHCG. At the
discretion of the Board, a Reset Event may also include an IPO or Sale
of one or more LAHCG subsidiaries, but less than all of LAHCG.


"Reset Value" means the value per Participation Equity Unit as
calculated at the date of the Reset Event.


"Retirement" means the resignation of the Participant at or after the
age of 65.


III. Eligibility


Executive officers and other key employees of the Company may be
considered for participation in the Plan. The Board must approve any
award under this Plan in advance.


IV. Participation Equity Units Reserved for Plan


Up to 6.5% or 650,000 Units of the LAHCG market value will be reserved
and may be awarded under the Plan to eligible participants in the form
of Participation Equity Units. Participation Equity Units have no
voting rights or any other right of ownership, and shall only entitle
the recipient to receive cash compensation based on the provisions
provided in this Plan.


V. Awards


An eligible individual may receive an award at any time, with the prior
approval of the Board.


Each award will specify the number of Participation Equity Units and
the award date.


Participation Equity Units applies to the market value of LAHCG, per
paragraph VIII.


VI. Vesting


Participation Equity Units will vest based upon the following schedule
and will also apply to Converted Participation Equity Units:


3


Years Following Award Date Portion of the Award
New Units that is vested
--------- --------------

0 0%
1 10%
2 25%
3 50%
4 75%
5 100%


VII. Valuation of Participation Equity Units


The valu ...