HEALTH MANAGEMENT ASSOCIATES, INC. 1996 EXECUTIVE INCENTIVE COMPENSATION PLAN AWARD NOTICE

(a)

Time-Vesting Restricted Stock . At the end of each Grant Year, one-eighth of the total number of shares of Common Stock represented by the Restricted Stock Award included in this Award Notice (the “Time-Based Shares”) will vest provided that you remain an Eligible Person at all times from the Date of Grant until the conclusion of such Grant Year.

(b)

Performance-Vesting Restricted Stock . In addition to the Time-Based Shares, at the end of each Grant Year, and provided that you remain an Eligible Person at all times from the Date of Grant until the conclusion of such Grant Year, some or all of the additional shares of Common Stock represented by the Restricted Stock Award included in this Award Notice may vest as set forth below, subject to Committee certification pursuant to Section 2(e) hereof:

(i)

At the conclusion of the First Grant Year, and provided that you have remained an Eligible Person at all times from the Date of Grant until the conclusion of the First Grant Year, a maximum of one-eighth of the total number of shares of Common Stock represented by the Restricted Stock Award included in this Award Notice (the “Maximum Annual Eligible Performance Shares”) will vest based upon the achievement by the Company during the First Grant Year of the Performance Requirements described below. The portion of the Maximum Annual Eligible Performance Shares that actually vest at the conclusion of the First Grant Year, or that subsequently vest in accordance with Section 2(b)(iii) hereof, are referred to herein as the “Earned Annual Performance Shares.” At the conclusion of each Subsequent Grant Year, and provided that you have remained an Eligible Person at all times from the Date of Grant until the conclusion of such Subsequent Grant Year, an additional number of shares of Common Stock equal to the Earned Annual Performance Shares will vest.

(ii)

Of the Maximum Annual Eligible Performance Shares eligible for vesting based upon the achievement by the Company during the First Grant Year of the Performance Requirements described below, (i) 50% will vest based upon the achievement by HMA of the Stock Price Requirement for the First Grant Year, and (ii) up to 50% will vest based upon the achievement by HMA of the EBITDA Requirement, in whole or in part, for the First Grant Year. The portion of the Maximum Annual Eligible Performance Shares that vest (and thus are deemed Earned Annual Performance Shares) upon the conclusion of the First Grant Year based upon the achievement by HMA of the EBITDA Requirement will be determined by reference to the table set forth below in the definition of “EBITDA Requirement.” In the event that all or any portion of the Maximum Annual Eligible Performance Shares for the First Grant Year do not vest (and thus are not deemed to be Earned Annual Performance Shares) because one or both of the Performance Requirements are not met for the First Grant Year, the portion that does not vest shall be carried over to Subsequent Grant Years and may subsequently vest in accordance with Section 2(b)(iii) hereof. By way of example only, if an Award relates to a total of 40,000 shares of Common Stock, the Maximum Annual Eligible Performance Shares would be 5,000 shares of Common Stock. In such example, if HMA were to achieve one of the two Performance Requirements during the First Grant Year, a total of 2,500 shares of Common Stock would vest with respect to the First Grant Year and would be deemed Earned Annual Performance Shares, with the remaining 2,500 shares of Common Stock that did not vest with respect to the First Grant Year being carried over to Subsequent Grant Years for possible vesting in accordance with Section 2(b)(iii) hereof.

(iii)

Catch-Up . In the event that all or any portion of the Maximum Annual Eligible Performance Shares do not vest at the conclusion of the First

Grant Year (and thus are not deemed Earned Annual Performance Shares) because one or more of the Performance Requirements are not met for the First Grant Year, the portion that does not vest with respect to the First Grant Year shall be carried over to Subsequent Grant Years and may become eligible for vesting if the Committee determines, with respect to any Subsequent Grant Year, that the Performance Requirements that were not met for the First Grant Year have been achieved on a cumulative basis after taking into account HMA’s performance for the Subsequent Grant Year(s). Any shares of Common Stock that become eligible for vesting pursuant to this Section 2(b)(iii) shall vest on the same time schedule as the Earned Annual Performance Shares (e.g., with respect to shares that first become eligible for vesting after the second Grant Year by virtue of this Section, 50% shall vest at the time of Committee certification following the second Grant Year, and 25% at the end of the third Grant Year and the remaining 25% at the end of the fourth Grant Year). By way of example only, if in the First Grant Year no portion of the EBITDA Requirement was met, 50% of the Maximum Annual Eligible Performance Shares for the First Grant Year would not be deemed to Earned Annual Performance Shares and would instead be carried over to the second Grant Year. If during the second Grant Year, HMA were to achieve 100% of Targeted EBITDA for the second Grant Year, plus an additional amount of EBITDA necessary to satisfy any shortfall in the EBITDA Requirement, the portion of the Maximum Annual Eligible Performance Shares that were carried over to the second Grant Year (or a portion thereof, if the EBITDA Requirement, on a cumulative basis, is satisfied at less than the 100% level described in the table set forth below in the definition of “EBITDA Requirement”) would become eligible for vesting and be deemed Earned Annual Performance Shares, and any remaining portion thereof would be carried over to the third Grant Year.

(c)

Cash Performance Award . At the end of each Grant Year, and provided that you remain an Eligible Person at all times from the Date of Grant until the conclusion of such Grant Year, all or part of the Cash Award may vest as set forth below, subject to Committee certification pursuant to Section 2(e) hereof:

(i)

At the conclusion of the First Grant Year, and provided that you have remained an Eligible Person at all times from the Date of Grant until the conclusion of the First Grant Year, a maximum of one-fourth of the total amount of the Cash Award (the “Maximum Annual Cash Amount”) will be eligible for payment based upon the achievement by the Company during the First Grant Year of the Performance Requirements described below. The portion of the Maximum Annual Cash Amount that actually becomes payable based upon the performance of the Company during the First Grant Year, or that subsequently becomes payable in accordance with Section 2(c)(iii) hereof, is referred to herein as the “Earned Annual Cash Amount.” At the conclusion of each Subsequent Grant Year, and provided that you have remained an Eligible Person at all times from the

Date of Grant until the conclusion of such Subsequent Grant Year, an additio