SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )

Filed by the Registrant  /_/


Filed by a Party other than the Registrant  /X/


Check the appropriate box:


     /X/  Preliminary Proxy Statement

     /_/  Confidential,  for Use of the  Commission  Only (as  permitted by Rule
          14a-6(e)(2))

     /_/  Definitive Proxy Statement

     /_/  Definitive Additional Materials

     /_/  Soliciting Material Under Rule 14a-12

                            LifePoint Hospitals, Inc.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                        Accipiter Life Sciences Fund, LP
                       Accipiter Life Sciences Fund II, LP
                  Accipiter Life Sciences Fund (Offshore), Ltd.
                Accipiter Life Sciences Fund II (Offshore), Ltd.
                    Accipiter Life Sciences Fund II (QP), LP
                        Accipiter Capital Management, LLC
                              Candens Capital, LLC
                                  Gabe Hoffman
                                Mohsin Y. Meghji
                                 Earl P. Holland
                                 Nicole Viglucci
--------------------------------------------------------------------------------
    (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

     Payment of Filing Fee (Check the appropriate box):

     /X/  No fee required.

     /_/  Fee  computed on table below per Exchange  Act Rules  14a-6(i)(1)  and
          0-11.




     (1)  Title of each class of securities to which transaction applies:

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     (2)  Aggregate number of securities to which transaction applies:

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     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

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     (5)  Total fee paid:

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     /_/  Fee paid previously with preliminary materials:

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     /_/  Check box if any part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the form or schedule and the date of its filing.

     (1)  Amount previously paid:

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     (2)  Form, Schedule or Registration Statement No.:

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     (3)  Filing Party:

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     (4)  Date Filed:






                     PRELIMINARY COPY SUBJECT TO COMPLETION
                              DATED APRIL 11, 2006

                        ACCIPITER LIFE SCIENCES FUND, LP

                                 April __, 2006


Dear Fellow Stockholder:

         Accipiter  Life  Sciences  Fund,  LP  ("Accipiter")  and certain of its
affiliates are the beneficial owners of an aggregate of 985,394 shares of Common
Stock of LifePoint Hospitals, Inc. ("LifePoint" or the "Company"),  representing
approximately  1.8% of the  outstanding  Common Stock of the Company.  Accipiter
does not believe that the current Board of Directors of the Company is acting in
your best  interests  as  discussed  in  further  detail in the  attached  Proxy
Statement.  Accipiter is therefore seeking your support at the annual meeting of
stockholders scheduled to be held on Monday, May 8, 2006 at 3:00 p.m. local time
at 511 Union Street, Suite 2700, Nashville, Tennessee 37219 for the following:

         1.       To  elect  Accipiter's  slate  of  nominees  to the  Board  of
                  Directors to serve as Class I directors, and

         2.       To adopt a proposal  recommended  by the Board of Directors of
                  the Company and included in the Company's  proxy  statement to
                  ratify the  appointment  of Ernst & Young LLP as the Company's
                  independent registered public accounting firm for 2006.

         Accipiter urges you to carefully consider the information  contained in
the attached Proxy Statement and then support its efforts by signing, dating and
returning the enclosed GOLD proxy card today.  The attached Proxy  Statement and
the enclosed GOLD proxy card are first being furnished to the stockholders on or
about April __, 2006.

         If you have already voted for the incumbent  management  slate you have
every  right to  change  your  votes by either  voting  in person at the  Annual
Meeting or by  signing,  dating and  returning  a later  dated proxy card either
directly to  Accipiter in care of  MacKenzie  Partners,  Inc. at the address set
forth  on the  following  page,  or to  LifePoint  with a  photostatic  copy  to
Accipiter  in care of MacKenzie  Partners,  Inc. at the address set forth on the
following page.

         If you have any  questions  or require any  assistance  with your vote,
please contact MacKenzie Partners, Inc., which is assisting us, at their address
and toll-free numbers listed on the following page.

                                          Thank you for your support,


                                          Gabe Hoffman
                                          Accipiter Life Sciences Fund, LP





--------------------------------------------------------------------------------

  IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GOLD PROXY CARD,
                 OR NEED ADDITIONAL COPIES OF ACCIPITER'S PROXY
                MATERIALS, PLEASE CALL MACKENZIE PARTNERS AT THE
                           PHONE NUMBERS LISTED BELOW.

                                   MACKENZIE
                                 PARTNERS,INC.
                               105 Madison Avenue
                               New York, NY 10016
                           PROXY@MACKENZIEPARTNERS.COM
                          (212) 929-5500 (Call Collect)
                                       or
                            TOLL-FREE (800) 322-2885

--------------------------------------------------------------------------------



                                      -2-




                         ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                            LIFEPOINT HOSPITALS, INC.
                            -------------------------

                                 PROXY STATEMENT
                                       OF
                        ACCIPITER LIFE SCIENCES FUND, LP

                            -------------------------

          PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY

         Accipiter  Life Sciences  Fund, LP  ("Accipiter"  or "we"),  a Delaware
limited  partnership,  together with certain of its  affiliates who are named as
participants  in this Proxy Statement are  stockholders of LifePoint  Hospitals,
Inc.,  a Delaware  corporation  ("LifePoint"  or the  "Company").  Accipiter  is
writing to you in connection with the election of three nominees to the board of
directors  of  LifePoint  (the  "LifePoint  Board")  at the  annual  meeting  of
stockholders scheduled to be held on Monday, May 8, 2006 at 3:00 p.m. local time
at 511 Union  Street,  Suite 2700,  Nashville,  Tennessee  37219,  including any
adjournments  or  postponements  thereof and any meeting  which may be called in
lieu thereof (the "Annual Meeting").  This Proxy Statement and the enclosed GOLD
proxy card are first being furnished to stockholders on or about April __, 2006.

         This  Proxy  Statement  and the  enclosed  GOLD  proxy  card are  being
furnished to  stockholders  of LifePoint  by  Accipiter in  connection  with the
solicitation of proxies from LifePoint's stockholders for the following:

         1.       To elect Accipiter's director nominees, Mohsin Y. Meghji, Earl
                  P. Holland and Nicole  Viglucci (the  "Nominees")  to serve as
                  Class I directors of the Company, in opposition to LifePoint's
                  incumbent  directors whose terms expire at the Annual Meeting,
                  and

         2.       To adopt a proposal  recommended  by the  LifePoint  Board and
                  included  in the  Company's  proxy  statement  to  ratify  the
                  appointment of Ernst & Young LLP as the Company's  independent
                  registered public accounting firm for 2006.

         Accipiter  and its  affiliates  Accipiter  Life Sciences Fund II, LP, a
Delaware  limited   partnership  ("ALSF  II"),   Accipiter  Life  Sciences  Fund
(Offshore),  Ltd., a Cayman Islands  company ("ALSF  Offshore"),  Accipiter Life
Sciences  Fund  II  (Offshore),   Ltd.,  a  Cayman  Islands  company  ("ALSF  II
Offshore"),  Accipiter  Life  Sciences  Fund II  (QP),  LP, a  Delaware  limited
partnership  ("ALSF II QP"),  Accipiter  Capital  Management,  LLC,  a  Delaware
limited  liability company  ("Accipiter  Management"),  Candens Capital,  LLC, a
Delaware limited  liability company  ("Candens"),  Gabe Hoffman and the Nominees
are members of a group (the  "Accipiter  Group") formed in connection  with this
proxy solicitation and are deemed participants in this proxy solicitation.





         LifePoint has set the record date for determining stockholders entitled
to notice of and to vote at the Annual  Meeting as March 17,  2006 (the  "Record
Date").  The mailing address of the principal  executive offices of LifePoint is
103 Powell Court, Suite 200, Brentwood,  Tennessee 37027. Stockholders of record
at the close of  business  on the Record  Date will be  entitled  to vote at the
Annual  Meeting.  According  to  LifePoint,  as of the Record  Date,  there were
55,492,025  shares of common  stock,  $.01 par value per share  (the  "Shares"),
outstanding and entitled to vote at the Annual  Meeting.  As of the Record Date,
the members of the Accipiter Group were the beneficial owners of an aggregate of
556,880 Shares,  which represents  approximately 1.0% of the Shares outstanding.
The Accipiter Group intends to vote such Shares for the election of the Nominees
and the  ratification  of the  appointment  of  Ernst & Young  LLP as  described
herein.

THIS  SOLICITATION  IS BEING MADE BY ACCIPITER AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS  OR  MANAGEMENT  OF  LIFEPOINT.  ACCIPITER  IS NOT  AWARE OF ANY OTHER
MATTERS TO BE BROUGHT BEFORE THE ANNUAL  MEETING.  SHOULD OTHER  MATTERS,  WHICH
ACCIPITER IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION, BE BROUGHT
BEFORE THE ANNUAL  MEETING,  THE PERSONS  NAMED AS PROXIES IN THE ENCLOSED  GOLD
PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

ACCIPITER URGES YOU TO SIGN, DATE AND RETURN THE GOLD PROXY CARD IN FAVOR OF THE
ELECTION OF ITS NOMINEES DESCRIBED IN THIS PROXY STATEMENT.

IF YOU HAVE ALREADY SENT A PROXY CARD  FURNISHED BY LIFEPOINT  MANAGEMENT TO THE
LIFEPOINT  BOARD,  YOU MAY REVOKE THAT PROXY AND VOTE FOR EACH OF THE  PROPOSALS
DESCRIBED IN THIS PROXY STATEMENT BY SIGNING,  DATING AND RETURNING THE ENCLOSED
GOLD PROXY CARD.  THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS.  ANY PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL  MEETING BY  DELIVERING A WRITTEN
NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL  MEETING OR BY VOTING
IN PERSON AT THE ANNUAL MEETING. ALTHOUGH A REVOCATION IS EFFECTIVE IF DELIVERED
TO LIFEPOINT,  ACCIPITER REQUESTS THAT EITHER THE ORIGINAL OR PHOTOSTATIC COPIES
OF ALL REVOCATIONS BE MAILED TO ACCIPITER IN CARE OF MACKENZIE PARTNERS, INC. AT
THE ADDRESS SET FORTH ON THE BACK COVER OF THIS PROXY STATEMENT.




                                      -2-



                                    IMPORTANT

         YOUR VOTE IS  IMPORTANT,  NO MATTER HOW MANY SHARES YOU OWN.  ACCIPITER
URGES YOU TO SIGN,  DATE,  AND RETURN THE ENCLOSED GOLD PROXY CARD TODAY TO VOTE
FOR THE ELECTION OF ACCIPITER'S NOMINEES.

o        If your Shares are  registered  in your own name,  please sign and date
         the enclosed GOLD proxy card and return it to Accipiter,  c/o MacKenzie
         Partners, Inc., in the enclosed envelope today.

o        If any of your Shares are held in the name of a brokerage  firm,  bank,
         bank nominee or other  institution on the Record Date, only it can vote
         such  Shares  and only  upon  receipt  of your  specific  instructions.
         Accordingly, please contact the person responsible for your account and
         instruct  that  person to execute on your  behalf the GOLD proxy  card.
         Accipiter  urges you to  confirm  your  instructions  in writing to the
         person  responsible  for your  account  and to  provide  a copy of such
         instructions  to  Accipiter,  c/o  MacKenzie  Partners,  Inc.,  who  is
         assisting in this  solicitation,  at the address and telephone  numbers
         set forth below, and on the back cover of this Proxy Statement, so that
         we may be aware of all instructions and can attempt to ensure that such
         instructions are followed.

             YOU MAY ALSO BE ABLE TO VOTE BY TELEPHONE OR INTERNET.

  SINCE THERE IS NOT MUCH TIME UNTIL THE ANNUAL MEETING, PLEASE CALL MACKENZIE
    PARTNERS FOR ASSISTANCE IN VOTING YOUR SHARES BY TELEPHONE OR INTERNET.


                                   MACKENZIE
                                 PARTNERS,INC.
                               105 Madison Avenue
                            New York, New York 10016
                          (212) 929-5500 (Call Collect)
                           PROXY@MACKENZIEPARTNERS.COM

                                       or
                          CALL TOLL FREE (800) 322-2885



                                      -3-




                           BACKGROUND TO SOLICITATION

         The  following  is a  chronology  of events  leading  up to this  proxy
solicitation:

o        Accipiter began accumulating Shares of LifePoint in August 2005.

o        Over the past several months, representatives of Accipiter have closely
         followed  the public  statements  of  individual  members of  LifePoint
         management  and have talked at length with LifePoint  management  about
         various issues facing the Company.

o        On March 24, 2006, Accipiter Management delivered a letter to LifePoint
         expressing its concern with LifePoint's  operations and encouraging the
         LifePoint  Board  to  improve  stockholder  value  by  terminating  the
         proposed  acquisition  of five  hospitals  from HCA  Inc.,  instituting
         rigorous  procedures  for  determining  capital  allocation  for  Share
         repurchase or debt repayment,  making  additions and/or changes to both
         the  management  team and the LifePoint  Board and aligning  management
         compensation with operational  performance.  Accipiter  Management also
         expressed its wish to engage  management  and the LifePoint  Board in a
         constructive dialogue regarding actions to enhance stockholder value.

o        The  Chairman  of the Board of  LifePoint  delivered  a  three-sentence
         letter  to  Accipiter  Management  responding  to its  March 24  letter
         without substantively addressing any of Accipiter's concerns.

o        On March 31, 2006, Accipiter delivered to LifePoint what it believed to
         be a  timely  notice  nominating  the  Nominees  for  election  to  the
         LifePoint Board at the Annual Meeting.

o        On April 4,  2006,  LifePoint  advised  Accipiter  that its  notice  of
         nomination  was  untimely.  LifePoint  stated that on February 6, 2006,
         LifePoint had issued a press release  announcing the date of the Annual
         Meeting and that stockholder  nominations of candidates for election as
         directors therefore had been due within 10 days thereafter, or February
         16,  2006,  in  accordance  with the advance  notice  requirements  for
         stockholder nominations contained in the Company's Amended and Restated
         By-Laws.

o        On April 10, 2006, Accipiter filed a Complaint for Injunctive Relief in
         the  Court of  Chancery  of the  State of  Delaware  alleging  that the
         members of the LifePoint Board had breached their  fiduciary  duties by
         triggering  the advance  notice  requirements  in a manner  foreseeably
         adverse to any  stockholders  potentially  interested  in nominating an
         opposing  slate.  The Complaint  seeks to, among other  things,  enjoin
         LifePoint from proceeding with the Annual Meeting without first waiving
         the advance  notice  requirement  as to Accipiter  and the Nominees and
         affording  Accipiter a fair opportunity to solicit proxies on behalf of
         the Nominees. See "Legal Proceedings."




                                      -4-



                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

         The LifePoint Board is currently  composed of eight  directors  divided
into three classes serving staggered  three-year terms. The terms of three Class
I directors of the LifePoint  Board - Ricki Tigert Helfer,  John E. Maupin,  Jr.
and Owen G. Shell, Jr. - expire at the Annual Meeting. Accipiter is seeking your
support at the Annual Meeting to elect its Nominees in opposition to LifePoint's
director nominees.

          REASONS WHY ACCIPITER IS CHALLENGING THE INCUMBENT DIRECTORS

         Accipiter  believes the election of the  Nominees  represents  the best
means for LifePoint  stockholders  to maximize the value of their  Shares.  As a
stockholder of LifePoint, Accipiter has a vested interest in the maximization of
the value of the  Shares.  Additionally,  Accipiter's  Nominees  have  extensive
experience  in  the  healthcare  industry  as  well  as in  private  and  public
investment,  corporate  governance and business  management.  LifePoint's  three
incumbent  director  nominees  on the  other  hand  have  no  actual  management
experience with any for-profit  healthcare companies based on their biographical
extracts contained in the LifePoint proxy statement. If elected to the LifePoint
Board,  the  Nominees  will use their  best  efforts to  improve  the  Company's
operating  performance and implement corporate governance reform while exploring
all  available  alternatives  to maximize  stockholder  value.  If elected,  the
Nominees will represent a minority of the members of the LifePoint Board.

      WE BELIEVE THAT INADEQUATE DUE DILIGENCE OF AND POOR EXECUTION ON THE
   RECENT MERGERS WITH BOTH PROVINCE HEALTHCARE AND DANVILLE REGIONAL MEDICAL
           CENTER HAVE CONTRIBUTED TO A DECLINE IN STOCKHOLDER VALUE

         On April 15, 2005,  LifePoint merged with Province  Healthcare  Company
("Province").  Province was a public company that, prior to the merger, operated
21 general acute care  hospitals in non-urban  communities in the United States.
Numerous  problems  with the former  Province  hospitals  have arisen  since the
merger and we have questions as to why these issues were not  discovered  either
in due diligence or during the eight months between the announcement and closing
of the  merger.  These  include  but  are not  limited  to the  following  items
discussed below.

COASTAL  CAROLINA  MEDICAL  CENTER  ("COASTAL"):  Coastal  was a de novo  former
Province   hospital  which  opened  in  November  2004.   LifePoint   management
acknowledged  during their January 9, 2006 conference call that Coastal has been
a drain on earnings by $0.02 to $0.03 per share per quarter. We question why the
hospital is still  operating  at such a large loss after having been open for 16
months and operated by LifePoint for nearly a year.  Management's  2006 guidance
provided  earlier this year assumes that Coastal will achieve  break-even in the
second  half of 2006,  yet  given  that  population  growth is not  expected  to
dramatically  expand over the near term, we believe an operating  plan should be
instituted  to turn around  Coastal.  To date,  management  has not provided any
specifics regarding such a plan.

VALLEY  VIEW  MEDICAL  CENTER  ("VALLEY  VIEW"):  Valley  View has been a second
problematic  de novo  former  Province  hospital.  Valley  View  was  opened  by


                                      -5-


LifePoint  in the  fourth  quarter  of  2005  and  failed  to  receive  Medicare
certification  during the  inspection  by the Centers for  Medicare and Medicaid
Services  ("CMS")  in  January  2006  due  to  inappropriate   staffing  levels.
Management stated at an investor conference that another CMS inspection that was
scheduled  for  February  2006 was  cancelled  by the  Company  due to a lack of
readiness  and we believe no  inspection  is currently  scheduled.  As a result,
Valley  View  is  treating  Medicare  patients  but  is not  receiving  Medicare
reimbursement. Our understanding is that the hospital CEO appointed by LifePoint
management  only a few months ago has already been replaced.  Neither we nor our
industry  contacts are aware of any for-profit  hospital company that has failed
to be certified for Medicare  reimbursement  for such a long period.  Management
stated  during  their  January 9, 2006  conference  call that this  hospital  is
currently operating at a loss of $0.04 to $0.05 per share per quarter.

PHYSICIAN   RELATIONS  AT  FORMER  PROVINCE  HOSPITALS:   LifePoint   management
acknowledged  during  their  January  9,  2006  conference  call  that they were
surprised by the extent and pervasiveness of the poor relations between Province
and their physicians.  Bill Gracey,  COO of LifePoint,  stated during that call,
"Long story short, we have uncovered more physician  competition we believe than
we initially anticipated, I think is a fair statement." We do not understand why
this was not anticipated - after all,  Province's  troubled physician  relations
were well  highlighted  over a year before the merger.  In fact,  management  of
Province acknowledged during their January 31, 2003 conference call that "recent
results were effected primarily by the unusually large number of physicians lost
during the year."

         Danville  Regional Medical Center  ("Danville") is a hospital  facility
located in  Danville,  Virginia  that was  acquired by  LifePoint  in July 2005.
According to  LifePoint's  public  filings,  the  acquisition of Danville was in
furtherance of the Company's  strategy of acquiring  hospitals that are the sole
or significant market provider of healthcare  services in their communities.  As
with the Province  hospitals,  there are numerous problems with Danville that we
believe  should  have  been  discovered  by  LifePoint  management  prior to the
acquisition.   LifePoint   management  has  stated  during  various   healthcare
investment  conferences that Danville is performing below budget.  Revenues have
suffered as admitting  doctors have been  boycotting  the hospital in protest of
the Company's  actions.  The CEO of Danville,  like the CEO at Valley View,  has
been replaced after just a short tenure. In addition,  LifePoint  management has
cited the local  economy  in  Danville  as a reason  for  weaker  than  expected
results.  During their  February 2006  conference  call,  management  stated the
following in response to a question  regarding the local economy:  "In Danville,
you referred to the fact that we recently  mentioned that the key employer there
was going to be cutting down employment substantially.  Yes, that's a challenge;
yes,  it's been a shock  for the  community...."  We do not  think the  economic
outlook should have been a surprise for LifePoint  management due to evidence of
rising unemployment in the region prior to the acquisition.

     WE BELIEVE THAT THE PROPOSED ACQUISITION OF HOSPITALS FROM HCA INC. IN
       WEST VIRGINIA AND VIRGINIA HAS ALSO DETERIORATED STOCKHOLDER VALUE.

         On July 14, 2005, LifePoint announced the acquisition of five hospitals
in West Virginia and Virginia from HCA Inc.  ("HCA").  Management  stated during
their July 28, 2005 conference call reporting  second quarter 2005 earnings that
the deal would be accretive to earnings. However, management stated during their
January 9, 2006  conference  call that the  performance  at these  hospitals has
deteriorated  significantly  since the deal was  announced and that as a result,


                                      -6-


the proposed  transaction  was now expected to be dilutive by $0.02 to $0.03 per
share per quarter  upon  closing.  Amazingly,  this  potential  dilution was not
incorporated into LifePoint's financial projections, leaving room for additional
downward revisions to earnings estimates. We also question management's decision
to invest a  substantial  portion of the $330 million  transaction  value in the
West Virginia  market and we have  concerns as to why LifePoint  would choose to
concentrate itself in this state. If the HCA transaction  closes,  West Virginia
would amount to over 10% of the Company's revenues. The West Virginia Healthcare
Authority  controls prices for a hospital's  commercial  payors. We believe that
other well-run for-profit hospital companies have fared poorly in this state and
we suspect  this is due to the rate setting  methodology.  According to publicly
available  data  from  the  West  Virginia  Healthcare  Authority,  the  average
for-profit  hospital in West Virginia  operates at margins  substantially  lower
than  LifePoint's  average.  Based upon the foregoing  concerns and the problems
encountered with the Province and Danville facilities subsequent to acquisition,
we believe that the proposed  acquisitions from HCA are not in the best interest
of the Company's stockholders.

         We also believe that the decline in Share price since the  announcement
of  the  HCA  acquisition   demonstrates  how  such   announcement  has  already
deteriorated stockholder value:

         o        On July 14, 2005, the day LifePoint  announced the acquisition
                  of the HCA hospitals,  the Share price closed at $47.38,  just
                  off an all-time high closing price of $51.47 achieved  earlier
                  that month.

         o        Since July 14, 2005, the Share price has declined to $30.80 as
                  of April 10,  2006,  the day prior to the filing of this Proxy
                  Statement, representing an alarming 35% decline.

         We are  concerned  that the Share price will continue to decline if the
acquisition of the HCA hospitals is consummated.

   WE BELIEVE LIFEPOINT SHOULD IMMEDIATELY REDUCE ITS LEVERAGE AND/OR COMMENCE
                           A STOCK REPURCHASE PROGRAM

         Instead of focusing on  ill-conceived  acquisitions  that have not been
accretive to  stockholder  value,  we believe  LifePoint  should  implement  the
following value enhancing alternatives:

         o        REDUCE  LEVERAGE  BY FOCUSING  ON CORE  OPERATIONS,  IMPROVING
                  OPERATIONS OF RECENTLY ACQUIRED BUSINESSES AND MAXIMIZING FREE
                  CASH FLOW. Given that LifePoint has already increased leverage
                  from  approximately  1.0x  debt /  EBITDA  just  prior  to the
                  Province  transaction to over 3.0x currently,  we do not think
                  it wise to  increase  leverage  further  to  complete  the HCA
                  acquisition or any other acquisition.

         o        AGGRESSIVELY  BUY  BACK  LIFEPOINT  STOCK  AT  CURRENT  MARKET
                  PRICES.  We estimate  that  LifePoint  is trading at 7x EBITDA
                  which is less expensive than acquiring the HCA hospitals,  for
                  which we estimate  the  multiple to be 10x EBITDA.  We believe


                                      -7-


                  that buying back its own stock would require less of LifePoint
                  management's  time  and  attention  than  integrating  problem
                  hospitals and results in a significantly lower risk profile.

         We believe the  foregoing  alternatives  are less risky and have higher
upside than completing the HCA transaction.

      ACCIPITER BELIEVES LIFEPOINT SHOULD REDEEM ITS POISON PILL AND SHOULD
      ELIMINATE FROM ITS CERTIFICATE OF INCORPORATION AND BY-LAWS CERTAIN
                            ANTI-TAKEOVER PROVISIONS

         In  April  2005,  the  LifePoint  Board  adopted,  without  stockholder
approval,  a rights  agreement or "poison pill".  We believe the poison pill has
the effect of  entrenching  the  LifePoint  Board and  management.  In addition,
LifePoint's  Amended and Restated  Certificate of Incorporation  ("Charter") and
Amended  and  Restated  By-Laws  ("By-Laws")   contain  numerous   anti-takeover
provisions  that we believe  infringe on the  stockholders'  rights to determine
what is best for the  Company  and serve to  entrench  the  LifePoint  Board and
current management.  These anti-takeover provisions include, but are not limited
to, the following:

            o     CHARTER PROVISION CLASSIFYING THE COMPOSITION OF THE LIFEPOINT
                  BOARD INTO THREE CLASSES.

            o     BY-LAW PROVISION SPECIFICALLY DENYING STOCKHOLDERS THE ABILITY
                  TO CALL A SPECIAL MEETING OF STOCKHOLDERS.

            o     CHARTER  PROVISION   SPECIFICALLY   DENYING  STOCKHOLDERS  THE
                  ABILITY TO TAKE ACTION BY WRITTEN CONSENT.

            o     CHARTER  PROVISION  ALLOWING  STOCKHOLDERS TO REMOVE DIRECTORS
                  FOR CAUSE  ONLY BY A VOTE OF AT LEAST  80% OF THE  OUTSTANDING
                  VOTING STOCK.

            o     CHARTER PROVISION  GENERALLY  REQUIRING A VOTE OF AT LEAST 85%
                  OF THE OUTSTANDING  VOTING STOCK TO APPROVE  CERTAIN  BUSINESS
                  COMBINATIONS  WITH  10%   STOCKHOLDERS,   SUBJECT  TO  CERTAIN
                  EXCEPTIONS.

            o     CHARTER  PROVISION  REQUIRING  A VOTE OF AT  LEAST  80% OF THE
                  OUTSTANDING VOTING STOCK TO ALTER, AMEND OR REPEAL MOST OF THE
                  ARTICLES OF THE CHARTER.

            o     CHARTER AND BYLAW  PROVISION  ALLOWING  STOCKHOLDERS TO ALTER,
                  AMEND OR REPEAL THE BY-LAWS  ONLY BY A VOTE OF AT LEAST 80% OF
                  THE OUTSTANDING VOTING STOCK.

         If elected,  the Nominees will,  subject to their fiduciary  duties, be
committed to lobbying the other members of the LifePoint  Board to eliminate the
poison  pill and the  anti-takeover  provisions  contained  in the  Charter  and
By-Laws.  We note that Kenneth C. Donahey  currently serves as both the Chairman
of the Board and CEO of LifePoint. If elected, the Nominees would also encourage
the other members of the LifePoint Board to adopt a By-Law provision  separating
the  Chairman  and  CEO  positions  in  order  to  increase   transparency   and
independence at the Board level.



                                      -8-



THE NOMINEES

         The following  information sets forth the name, age,  business address,
present  principal   occupation,   and  employment  and  material   occupations,
positions,  offices,  or  employments  for the  past  five  years of each of the
Nominees.  This information has been furnished to Accipiter by the Nominees. The
Nominees are citizens of the United States of America.

         MOHSIN Y.  MEGHJI (AGE 41) is a Principal  and  co-founder  of Loughlin
Meghji  +  Company   ("LM+Co"),   a  New  York  based  financial  advisory  firm
specializing in advising management, investors and lenders. LM+Co was founded in
February  2002.  Prior to that,  Mr.  Meghji  spent  11  years  with the  Global
Corporate  Finance Group of Arthur  Andersen LLP,  including as a partner in the
New York office. From May 2002 to December 2004 upon its sale, Mr. Meghji served
on the  board  of  directors  of  Mariner  Health  Care  Inc.,  a  $1.5  billion
publicly-held,  integrated health care services provider. He currently serves on
the board of  directors  of  Cascade  Timberlands  LLC and Dan  River,  Inc.,  a
subsidiary of GHCL Ltd., an Indian  conglomerate.  Mr. Meghji  graduated  with a
Bachelor of Business Administration from the Schulich School of Business of York
University in Canada and has completed the Advanced Corporate Finance Program at
the INSEAD  Business  School in France.  The principal  business  address of Mr.
Meghji is c/o Loughlin Meghji + Company,  148 Madison Avenue, New York, New York
10016-6700.  Mr. Meghji does not beneficially own, and has not purchased or sold
during the past two years, any securities of LifePoint.

         EARL P.  HOLLAND  (AGE 60) served from 1981 to January 2001 in a number
of  capacities,  and most  recently  as the  Chief  Operating  Officer  and Vice
Chairman,  of Health  Management  Associates,  Inc., a hospital company operator
that trades on the New York Stock  Exchange.  He retired in January  2001 and is
now a private  investor.  Mr.  Holland  currently  serves as a director  of Team
Health,  a supplier of physician  staffing for hospitals and military bases that
was recently  acquired by The  Blackstone  Group,  and serves as a member of its
compensation  committee. He is also a director of Orion Bancorp, a large private
bank in Florida,  where he serves as the chairman of each of the audit committee
and compensation  committee.  Mr. Holland is also the Vice Chairman of the board
of  directors  of  Cornerstone  National  Insurance  Co.,  a private  automobile
insurance  company,  and serves on its  compensation  committee.  Other  current
directorships  of Mr. Holland include Ultra Watt,  Inc., a private  research and
development company specializing in energy-efficient lighting technologies,  and
Medical Diagnostic Technology, a company specializing in early cancer detection.
Mr. Holland's  principal address is c/o Accipiter Capital  Management,  LLC, 399
Park  Avenue,  38th  Floor,  New York,  New York  10022.  Mr.  Holland  does not
beneficially  own, and has not purchased or sold during the past two years,  any
securities of LifePoint.

         NICOLE  VIGLUCCI (AGE 30) currently  serves as a healthcare  analyst at
Accipiter Capital Management, LLC, a private investment management firm. She has
served in that  capacity  since July 2005.  From April 2002 to March  2005,  she
served as an analyst at JL Advisors,  LLC, a private  investment  firm. From May
2000 to April 2002 she served as a healthcare  associate at The Carlyle Group, a
private  global  investment  firm that  originates,  structures and acts as lead
equity   investor  in   management-led   buyouts,   strategic   minority  equity
investments, equity private placements,  consolidations and buildups, and growth
capital  financings.  The  principal  business  address of Ms.  Viglucci  is c/o


                                      -9-


Accipiter Capital  Management,  LLC, 399 Park Avenue,  38th Floor, New York, New
York 10022.  Ms.  Viglucci does not  beneficially  own, and has not purchased or
sold  during the past two years,  any  securities  of  LifePoint  and  disclaims
beneficial ownership of the Shares owned by Accipiter and its affiliates.

         There can be no assurance that the actions our Nominees  intend to take
as described  above will be implemented if they are elected or that the election
of our  Nominees  will  improve  the  Company's  business or  otherwise  enhance
stockholder value. Your vote to elect the Nominees does not constitute a vote in
favor of our  value  enhancing  plans  for  LifePoint.  Your  vote to elect  the
Nominees will have the legal effect of replacing  three  incumbent  directors of
LifePoint with our Nominees.

         The Nominees will not receive any compensation from any other member of
the Accipiter  Group for their  services as directors of LifePoint.  Pursuant to
letter  agreements  dated March 30, 2006,  Accipiter agreed to indemnify each of
the Nominees  against claims arising from the  solicitation  of proxies from the
Company's  stockholders  in connection  with the Annual  Meeting and any related
transactions.  Other  than  as  stated  herein,  there  are no  arrangements  or
understandings  between the Nominees and any other member of the Accipiter Group
or any other person or persons pursuant to which the nomination described herein
is to be made,  other than the  consent by each of the  Nominees  to be named in
this Proxy  Statement and to serve as a director of LifePoint if elected as such
at the Annual  Meeting.  Except as  discussed  in the  Section  entitled  "Legal
Proceedings",  no  participant  in  this  solicitation  is a  party  adverse  to
LifePoint  or any of its  subsidiaries  or has a  material  interest  adverse to
LifePoint or any of its subsidiaries in any material pending legal proceedings.

         Accipiter does not expect that the Nominees will be unable to stand for
election,  but,  in the event that such  persons are unable to serve or for good
cause will not serve,  the Shares  represented  by the enclosed  GOLD proxy card
will be voted for substitute nominees. In addition, Accipiter reserves the right
to nominate  substitute  persons if LifePoint  makes or announces any changes to
its By-Laws or takes or announces  any other action that has, or if  consummated
would have, the effect of disqualifying  the Nominees.  In any such case, Shares
represented  by the enclosed  GOLD proxy card will be voted for such  substitute
nominees.  Accipiter  reserves  the  right to  nominate  additional  persons  if
LifePoint  increases the size of the LifePoint  Board above its existing size or
increases  the number of  directors  whose terms  expire at the Annual  Meeting.
Additional  nominations  made  pursuant to the  preceding  sentence  are without
prejudice to the position of Accipiter  that any attempt to increase the size of
the current  LifePoint  Board or to  reconstitute  or reconfigure the classes on
which the  current  directors  serve  constitutes  an unlawful  manipulation  of
LifePoint's corporate machinery.

YOU ARE URGED TO VOTE FOR THE  ELECTION  OF THE  NOMINEES ON THE  ENCLOSED  GOLD
PROXY CARD.




                                      -10-



                                 PROPOSAL NO. 2

             LIFEPOINT PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT
                               PUBLIC ACCOUNTANTS

         As discussed in further detail in LifePoint's proxy statement, prior to
the Annual Meeting,  LifePoint's Audit and Compliance Committee selected Ernst &
Young LLP as the Company's  independent  registered  public  accounting firm for
2006.  Ernst & Young LLP has audited the Company's  financial  statements  since
1999.  LifePoint is asking  stockholders  to ratify the  appointment  of Ernst &
Young LLP as the independent  registered  public  accounting firm of the Company
for 2006.

         Accipiter  does not object to the  ratification  of the  appointment of
Ernst & Young LLP as the Company's independent registered public accounting firm
for 2006.




                                      -11-



                           VOTING AND PROXY PROCEDURES

         Only  stockholders  of record on the Record  Date will be  entitled  to
notice of and to vote at the Annual Meeting. Each Share is entitled to one vote.
Stockholders  who sell Shares  before the Record Date (or acquire  them  without
voting rights after the Record Date) may not vote such Shares.  Stockholders  of
record on the Record Date will retain their voting rights in connection with the
Annual  Meeting even if they sell such Shares  after the Record  Date.  Based on
publicly  available  information,  Accipiter  believes that the only outstanding
class of securities of LifePoint  entitled to vote at the Annual  Meeting is the
Shares.

         Shares  represented by properly executed GOLD proxy cards will be voted
at the Annual  Meeting as marked and,  in the absence of specific  instructions,
will be voted FOR the  election of the Nominees to the  LifePoint  Board and FOR
the  ratification of the appointment of Ernst & Young LLP, and in the discretion
of the persons named as proxies on all other matters as may properly come before
the Annual Meeting.

         We are asking you to elect our  Nominees.  The enclosed GOLD proxy card
may only be voted for our Nominees and does not confer voting power with respect
to the Company's  nominees.  Accordingly,  you will not have the  opportunity to
vote for any of LifePoint's nominees. You can only vote for LifePoint's nominees
by signing and returning a proxy card provided by LifePoint. Stockholders should
refer  to  the   Company's   proxy   statement   for  the  names,   backgrounds,
qualifications  and other  information  concerning the Company's  nominees.  The
participants in this solicitation intend to vote all of their Shares in favor of
the Nominees and the  ratification  of the  appointment of Ernst & Young LLP and
will not vote their Shares in favor of any of LifePoint's nominees.

QUORUM

         In order to conduct any business at the Annual  Meeting,  a quorum must
be present in person or  represented by valid  proxies.  A quorum  consists of a
majority of the Shares  issued and  outstanding  on the Record Date.  All Shares
that are voted  "FOR",  "AGAINST"  or "ABSTAIN"  (or  "WITHHOLD"  in the case of
election of directors) on any matter will count for purposes of  establishing  a
quorum and will be treated as Shares entitled to vote at the Annual Meeting (the
"Votes Present").

VOTES REQUIRED FOR APPROVAL

         ELECTION  OF  DIRECTORS.  A plurality  of the total votes cast  ("Votes
Cast") by holders of the Shares is required for the  election of  directors  and
the three nominees who receive the most votes will be elected (assuming a quorum
is present).  A vote to "WITHHOLD"  for any nominee for director will be counted
for purposes of determining the Votes Present,  but will have no other effect on
the outcome of the vote on the election of  directors.  A  stockholder  may cast
such  votes for the  Nominees  either by so  marking  the  ballot at the  Annual
Meeting or by specific  voting  instructions  sent with a signed proxy to either
Accipiter  in care of MacKenzie  Partners,  Inc. at the address set forth on the
back cover of this Proxy  Statement or to LifePoint at 103 Powell  Court,  Suite
200, Brentwood, Tennessee 37027 or any other address provided by LifePoint.

                                      -12-


         RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP. The affirmative  vote
of a  majority  of the  Votes  Present  is  required  in  order  to  ratify  the
appointment of Ernst & Young LLP as the Company's independent  registered public
accounting firm for 2006.

ABSTENTIONS

         Abstentions  will count as Votes Present for the purpose of determining
whether a quorum is  present.  Abstentions  will not be counted as Votes Cast in
the election of  directors.  Abstentions  will have the effect of a vote against
the proposal to ratify the appointment of Ernst & Young LLP.

DISCRETIONARY VOTING

         Shares  held in "street  name" and held of record by banks,  brokers or
nominees  may not be  voted  by such  banks,  brokers  or  nominees  unless  the
beneficial owners of such Shares provide them with instructions on how to vote.

REVOCATION OF PROXIES

         Stockholders of LifePoint may revoke their proxies at any time prior to
exercise  by  attending  the  Annual  Meeting  and  voting in  person  (although
attendance at the Annual Meeting will not in and of itself constitute revocation
of a proxy) or by delivering a written notice of  revocation.  The delivery of a
subsequently   dated  proxy  which  is  properly  completed  will  constitute  a
revocation  of any earlier  proxy.  The  revocation  may be delivered  either to
Accipiter  in care of MacKenzie  Partners,  Inc. at the address set forth on the
back cover of this Proxy  Statement or to LifePoint at 103 Powell  Court,  Suite
200,  Brentwood,  Tennessee  37027 or any other  address  provided by LifePoint.
Although a revocation is effective if delivered to LifePoint, Accipiter requests
that either the original or photostatic  copies of all  revocations be mailed to
Accipiter  in care of MacKenzie  Partners,  Inc. at the address set forth on the
back  cover  of this  Proxy  Statement  so that  Accipiter  will be aware of all
revocations  and can more  accurately  determine  if and when  proxies have been
received  from the  holders  of record on the Record  Date of a majority  of the
outstanding  Shares.  Additionally,   MacKenzie  Partners,  Inc.  may  use  this
information to contact  stockholders  who have revoked their proxies in order to
solicit later dated proxies for the election of the Nominees.

IF YOU WISH TO VOTE FOR THE ELECTION OF THE NOMINEES TO THE  LIFEPOINT  BOARD OR
FOR THE  RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, PLEASE SIGN, DATE
AND RETURN  PROMPTLY THE ENCLOSED GOLD PROXY CARD IN THE  POSTAGE-PAID  ENVELOPE
PROVIDED.



                                      -13-



                             SOLICITATION OF PROXIES

         The  solicitation of proxies  pursuant to this Proxy Statement is being
made by  Accipiter.  Proxies may be  solicited  by mail,  facsimile,  telephone,
telegraph,  in person and by advertisements.  Accipiter will not solicit proxies
via the Internet.

         Accipiter has entered into an agreement  with  MacKenzie Partners, Inc.
for solicitation and advisory services in connection with this solicitation, for
which  MacKenzie  Partners,  Inc.  will receive a fee not to exceed  $_________,
together with reimbursement for its reasonable  out-of-pocket expenses, and will
be indemnified  against  certain  liabilities  and expenses,  including  certain
liabilities under the federal  securities laws.  MacKenzie  Partners,  Inc. will
solicit  proxies  from  individuals,  brokers,  banks,  bank  nominees and other
institutional holders. Accipiter has requested banks, brokerage houses and other
custodians,  nominees and fiduciaries to forward all  solicitation  materials to
the  beneficial  owners  of the  Shares  they  hold of  record.  Accipiter  will
reimburse these record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that MacKenzie Partners, Inc. will employ approximately
25 persons to solicit LifePoint's stockholders for the Annual Meeting.

         The entire  expense of  soliciting  proxies is being borne by Accipiter
Management.  Costs of this solicitation of proxies are currently estimated to be
approximately  $_______.  Accipiter  Management  estimates that through the date
hereof,  its expenses in connection  with this  solicitation  are  approximately
$_________.

                          OTHER PARTICIPANT INFORMATION

         Each member of the Group is a participant  in this  solicitation.  Gabe
Hoffman is the managing  member of Candens which in turn is the general  partner
of each of Accipiter,  ALSF II and ALSF II QP. Mr.  Hoffman is also the managing
member of Accipiter  Management which in turn is the investment  manager of ALSF
Offshore and ALSF II Offshore.  The principal business of Mr. Hoffman is serving
as the  managing  member of Candens  and  Accipiter  Management.  The  principal
business of Candens is serving as the general partner of Accipiter,  ALSF II and
ALSF II QP. The  principal  business of Accipiter  Management  is serving as the
investment manager of ALSF Offshore and ALSF II Offshore. The principal business
of  Accipiter,  ALSF II,  ALSF II QP,  ALSF  Offshore  and ALSF II  Offshore  is
investing  in  securities.  The  principal  business  address  of  Mr.  Hoffman,
Accipiter,  Candens,  Accipiter  Management,  ALSF II and ALSF II QP is 399 Park
Avenue,  38th Floor, New York, New York 10022. The principal business address of
ALSF  Offshore  and ALSF II Offshore is c/o Ogier  Fiduciary  Services  (Cayman)
Limited,  Queensgate  House,  South Church Street,  P.O. Box 1234,  George Town,
Grand Cayman,  Cayman Islands. As of the date hereof,  Accipiter,  ALSF II, ALSF
Offshore,  ALSF II Offshore and ALSF II QP own directly,  340,787  Shares (1,000
Shares of which are held of record),  173,555  Shares,  326,102  Shares,  96,603
Shares and 48,347  Shares,  respectively.  As the general  partner of Accipiter,
ALSF II and ALSF II QP, Candens may be deemed to beneficially  own the aggregate
of 562,689  Shares  held by such  entities.  As the  investment  manager of ALSF
Offshore  and  ALSF  II  Offshore,   Accipiter   Management  may  be  deemed  to
beneficially  own the aggregate of the 422,705 Shares held by such entities.  As
the managing member of Candens and Accipiter Management, Mr. Hoffman may be


                                      -14-


deemed  to  beneficially  own  the  aggregate  of the  985,394  Shares  held  by
Accipiter,  ALSF II, ALSF II QP, ALSF Offshore and ALSF II Offshore. Each of Mr.
Hoffman,  Candens and Accipiter Management disclaims beneficial ownership of the
Shares held by the other members of the Accipiter  Group except to the extent of
their pecuniary interest therein. For information  regarding purchases and sales
of  securities  of  LifePoint  during  the past two years by the  members of the
Accipiter Group, see Schedule I.

         Except as set forth in this Proxy  Statement  (including  the Schedules
hereto),  (i) during the past 10 years, no participant in this  solicitation has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors);  (ii) no participant in this solicitation  directly or indirectly
beneficially  owns any  securities of LifePoint;  (iii) no  participant  in this
solicitation  owns any securities of LifePoint which are owned of record but not
beneficially; (iv) no participant in this solicitation has purchased or sold any
securities of LifePoint  during the past two years;  (v) no part of the purchase
price or market value of the securities of LifePoint owned by any participant in
this solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such  securities;  (vi) no  participant  in this
solicitation  is,  or  within  the  past  year  was,  a party  to any  contract,
arrangements or understandings with any person with respect to any securities of
LifePoint,  including,  but not  limited  to,  joint  ventures,  loan or  option
arrangements,  puts or calls,  guarantees  against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly,  any  securities  of  LifePoint;   (viii)  no  participant  in  this
solicitation owns  beneficially,  directly or indirectly,  any securities of any
parent or subsidiary of LifePoint;  (ix) no participant in this  solicitation or
any of  his/her/its  associates  was a party to any  transaction,  or  series of
similar transactions, since the beginning of LifePoint's last fiscal year, or is
a  party  to  any  currently   proposed   transaction,   or  series  of  similar
transactions,  to which LifePoint or any of its  subsidiaries  was or is to be a
party, in which the amount involved exceeds $60,000;  (x) no participant in this
solicitation   or  any  of  his/her/its   associates  has  any   arrangement  or
understanding with any person with respect to any future employment by LifePoint
or its affiliates, or with respect to any future transactions to which LifePoint
or any of its affiliates will or may be a party;  and (xi) no person,  including
the  participants  in this  solicitation,  who is a party to an  arrangement  or
understanding  pursuant to which the  Nominees  are proposed to be elected has a
substantial  interest,  direct or indirect, by security holdings or otherwise in
any matter to be acted on at the Annual Meeting.

                                LEGAL PROCEEDINGS

         On April 10, 2006,  Accipiter  filed a Complaint for Injunctive  Relief
(the  "Complaint")  in the Court of Chancery of the State of Delaware in and for
New Castle County against  LifePoint and all the members of the LifePoint Board.
The Complaint was filed after  LifePoint  advised  Accipiter  that its notice of
nomination of the Nominees was not timely delivered to the Company. According to
LifePoint's  By-Laws,  for  nominations to be properly  brought by a stockholder
before an annual  meeting of  stockholders,  the  stockholder's  notice  must be
delivered to the Company not less than 90 days prior to the first anniversary of
the preceding year's annual meeting of stockholders;  provided however,  that if
the date of the  annual  meeting  is  advanced  by more than 30 days prior to or
delayed  by  more  than 60 days  after  such  anniversary  date,  notice  by the
stockholder  to be a timely  must be so  delivered  not later  than the close of
business on the 90th day prior to such annual meeting or the 10th day following


                                      -15-


the day on which public  announcement of the date of such meeting is first made.
On March 31, 2006,  Accipiter  submitted  to LifePoint  what it believed to be a
timely notice of its  intention to nominate the Nominees at the Annual  Meeting.
On April 4, 2006,  LifePoint  advised  Accipiter that its notice was untimely on
the basis that on February 6, 2006, LifePoint had publicly announced the date of
the  Annual  Meeting  in a press  release,  and that,  pursuant  to  LifePoint's
By-Laws,  stockholder  nominations  of candidates for election as directors were
therefore due within 10 days thereafter,  or February 16, 2006. The announcement
of the date of the Annual  Meeting was  contained in a nine-page  press  release
that was  otherwise  devoted to  announcing  financial  results  and  presenting
unaudited  financial  statements and statistics.  The Complaint alleges that the
members of the LifePoint Board breached their fiduciary duties by triggering the
By-Law  provision  requiring  notice of  nominations  within 10 days in a manner
foreseeably adverse to any stockholders  potentially interested in nominating an
opposing  slate of nominees.  The Complaint  seeks to (a) enjoin  LifePoint from
proceeding  with the Annual  Meeting  without first  waiving the advance  notice
requirement  as to Accipiter  and the Nominees  and  affording  Accipiter a fair
opportunity  to  solicit  proxies on behalf of the  Nominees,  (b) set aside the
election  and order a new  election  in the event the  Annual  Meeting  proceeds
without a full  opportunity  for  Accipiter to solicit  proxies on behalf of the
Nominees and (c) award  Accipiter the costs of the action.  If we do not prevail
in this action,  our Nominees will not be appointed to the LifePoint  Board even
if we receive the requisite  vote  necessary to elect the Nominees at the Annual
Meeting.

                    OTHER MATTERS AND ADDITIONAL INFORMATION

OTHER MATTERS

         Accipiter  is unaware  of any other  matters  to be  considered  at the
Annual Meeting. However, should other matters, which Accipiter is not aware of a
reasonable time before this solicitation,  be brought before the Annual Meeting,
the persons  named as proxies on the enclosed  GOLD proxy card will vote on such
matters in their discretion.

STOCKHOLDER NOMINATIONS AND PROPOSALS

         According to LifePoint's  proxy  statement,  nominations of persons for
election as directors  (other than persons  nominated by or at the  direction of
the  LifePoint  Board)  and  proposals  of  business  to be  transacted  by  the
stockholders  (other than  proposals  submitted  by or at the  direction  of the
LifePoint  Board)  at an  annual  meeting  of  stockholders  may be  made by any
stockholder of record who is entitled to vote and who provides proper notice. In
order for any such  nomination  or  submission  to be proper,  the  notice  must
contain certain information  concerning the nominating or proposing  stockholder
and the nominee or the  proposal,  as the case may be, and must be  delivered to
the Secretary of the Company at the Company's  principal  executive  offices not
less than 90 days prior to the first  anniversary of the preceding year's annual
meeting of stockholders. If, however, the date of the annual meeting is advanced
more than 30 days prior to or delayed  more than 60 days after such  anniversary
date,  notice by the  stockholder  to be timely must be delivered not later than
the close of business on the later of the 90th day prior to such annual  meeting
or the tenth day following the day on which the public  announcement of the date
of such meeting is first made.

                                      -16-


         According to LifePoint's proxy statement,  in the event that the number
of directors to be elected to the  LifePoint  Board is increased and there is no
public  announcement  naming all of the nominees for director or specifying  the
size of the  increased  Board made by the Company at least 100 days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's notice
required by the By-Laws shall also be considered  timely,  but only with respect
to nominees for any new positions  created by such increase,  if it is delivered
not later than the close of business on the tenth day following the day on which
such public announcement is first made by the Company.

         According to LifePoint's  proxy statement,  nominations by stockholders
of persons for election to the LifePoint  Board may be made at a special meeting
of stockholders if the stockholder's notice required by the By-Laws is delivered
not later  than the  close of  business  on the  later of 90 days  prior to such
special meeting or the tenth day following the day on which public  announcement
is first made of the date of the special meeting and of the nominees proposed by
the LifePoint Board to be elected at such meeting.

         According to LifePoint's  proxy statement,  if a stockholder  wishes to
have a proposal  considered for inclusion in the Company's  proxy  materials for
the next annual meeting of stockholders, the proposal must comply with the SEC's
proxy  rules,  be stated in writing  and be received by the Company on or before
the close of business on February 7, 2007. Any proposals should be mailed to the
Company at 103 Powell Court, Suite 200, Brentwood,  Tennessee 37027,  Attention:
Corporate Secretary.

INCORPORATION BY REFERENCE

         ACCIPITER  HAS OMITTED  FROM THIS PROXY  STATEMENT  CERTAIN  DISCLOSURE
REQUIRED  BY  APPLICABLE  LAW THAT IS  ALREADY  INCLUDED  IN  LIFEPOINT'S  PROXY
STATEMENT RELATING TO THE ANNUAL MEETING. THIS DISCLOSURE INCLUDES,  AMONG OTHER
THINGS,  CURRENT  BIOGRAPHICAL  INFORMATION  ON LIFEPOINT'S  CURRENT  DIRECTORS,
INFORMATION  CONCERNING  EXECUTIVE  COMPENSATION,  AND AN ANALYSIS OF CUMULATIVE
TOTAL  RETURNS  ON AN  INVESTMENT  IN THE  SHARES  DURING  THE PAST FIVE  YEARS.
ALTHOUGH WE DO NOT HAVE ANY  KNOWLEDGE  INDICATING  THAT ANY  STATEMENT  MADE BY
ACCIPITER HEREIN IS UNTRUE, WE DO NOT TAKE ANY  RESPONSIBILITY  FOR THE ACCURACY
OR COMPLETENESS OF STATEMENTS  TAKEN FROM PUBLIC DOCUMENTS AND RECORDS THAT WERE
NOT  PREPARED BY OR ON OUR BEHALF,  OR FOR ANY FAILURE BY  LIFEPOINT TO DISCLOSE
EVENTS THAT MAY AFFECT THE  SIGNIFICANCE  OR ACCURACY OF SUCH  INFORMATION.  SEE
SCHEDULE II FOR INFORMATION  REGARDING PERSONS WHO BENEFICIALLY OWN MORE THAN 5%
OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY THE DIRECTORS AND MANAGEMENT OF
LIFEPOINT.

         The information  concerning LifePoint contained in this Proxy Statement
and the  Schedules  attached  hereto  has been  taken  from,  or is based  upon,
publicly available information.

                                         ACCIPITER LIFE SCIENCES FUND, LP


                                         APRIL __, 2006



                                      -17-



                                   SCHEDULE I

                     TRANSACTIONS IN SECURITIES OF LIFEPOINT
                            DURING THE PAST TWO YEARS

       Class                      Quantity                 Price Per                Date of
    of Security               Purchased/(Sold)              Unit ($)             Purchase/Sale
    -----------               ----------------              --------             -------------

ACCIPITER LIFE SCIENCES FUND, LP
----------------------------------------------------------------------------------------------
Common Stock                       60,343                    45.6113                  8/04/05

Common Stock                      (19,734)                   46.8194                  8/09/05

Common Stock                       19,740                    45.0663                  8/16/05

Common Stock                       (4,200)                   46.3054                  8/24/05

Common Stock                        5,640                    44.9650                  8/30/05

Common Stock                       14,100                    44.2670                  9/14/05

Common Stock                        5,640                    43.1200                  9/20/05

Common Stock                       10,152                    42.7770                  9/21/05

Common Stock                       14,100                    41.8432                 10/25/05

Common Stock                       28,200                    40.2248                 10/26/05

Common Stock                      (28,200)                   38.9984                 10/31/05

Common Stock                       32,200                    40.0200                 11/18/05

Common Stock                      (15,400)                   38.4484                 12/01/05

Common Stock                         (352)                   38.2747                 12/02/05

Common Stock                      (16,800)                   38.2747                 12/02/05

Common Stock                      (26,450)                   40.2552                 12/13/05

Common Stock                       26,811                    29.5785                  1/10/06

Common Stock                        1,615                    29.2700                  1/10/06

Common Stock                       34,987                    29.5500                  1/10/06

Common Stock                       (4,170)                   31.1990                  1/27/06

Common Stock                       (6,800)                   31.1990                  2/02/06

Common Stock                       11,501                    29.1040                  3/06/06

Common Stock                        1,548                    30.0838                  3/08/06

Common Stock                       58,553                    30.0258                  3/08/06

Common Stock                        2,143                    28.6209                  3/17/06

Common Stock                        4,153                    28.5900                  3/17/06

Common Stock                       14,617                    29.1516                  3/20/06

Common Stock                        2,643                    28.7050                  3/20/06


                                      I-1



       Class                      Quantity                 Price Per                Date of
    of Security               Purchased/(Sold)              Unit ($)             Purchase/Sale
    -----------               ----------------              --------             -------------

Common Stock                       10,123                    28.7188                  3/20/06

Common Stock                        7,765                    29.2595                  3/21/06

Common Stock                          942                    29.1678                  3/21/06

Common Stock                       79,019                    29.3266                  3/22/06

Common Stock                        8,429                    29.3327                  3/23/06


ACCIPITER LIFE SCIENCES FUND II, LP

Common Stock                          130                    36.7200                 12/07/05

Common Stock                         (950)                   39.8875                 12/13/05

Common Stock                       20,078                    36.4167                  1/03/06

Common Stock                        8,946                    34.4959                  1/05/06

Common Stock                       12,650                    29.4945                  1/10/06

Common Stock                        5,611                    31.1687                  1/20/06

Common Stock                        7,500                    30.7500                  1/23/06

Common Stock                        2,037                    30.4393                  1/25/06

Common Stock                       13,114                    31.3137                  3/01/06

Common Stock                        4,417                    29.1040                  3/06/06

Common Stock                          552                    30.0838                  3/08/06

Common Stock                        3,604                    30.0258                  3/08/06

Common Stock                        6,545                    28.6209                  3/17/06

Common Stock                       12,682                    28.5900                  3/17/06

Common Stock                        1,451                    29.1516                  3/20/06

Common Stock                          262                    28.7050                  3/20/06

Common Stock                        1,005                    28.7188                  3/20/06

Common Stock                           56                    29.2595                  3/21/06

Common Stock                            7                    29.1671                  3/21/06

Common Stock                       34,704                    29.3266                  3/22/06

Common Stock                       15,837                    29.3327                  3/23/06

Common Stock                        4,905                    30.5682                  3/31/06

Common Stock                          547                    30.8000                  3/31/06


ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.


                                      I-2



      Class                      Quantity                 Price Per                Date of
    of Security               Purchased/(Sold)              Unit ($)             Purchase/Sale
    -----------               ----------------              --------             -------------

Common Stock                       46,657                    45.6113                 8/04/05

Common Stock                      (15,266)                   46.8194                 8/09/05

Common Stock                       15,260                    45.0663                 8/16/05

Common Stock                       (3,300)                   46.3054                 8/24/05

Common Stock                        4,360                    44.9650                 8/30/05

Common Stock                       10,900                    44.2670                 9/14/05

Common Stock                        4,360                    43.1200                 9/20/05

Common Stock                        7,848                    42.7770                 9/21/05

Common Stock                       10,900                    41.8432                10/25/05

Common Stock                       21,800                    40.2248                10/26/05

Common Stock                      (21,800)                   38.9984                10/31/05

Common Stock                       24,900                    40.0200                11/18/05

Common Stock                      (12,100)                   38.4484                12/01/05

Common Stock                      (12,448)                   38.2747                12/02/05

Common Stock                      (20,550)                   40.2552                12/13/05

Common Stock                        5,944                    34.4959                 1/05/06

Common Stock                       23,189                    29.5785                 1/10/06

Common Stock                        1,385                    29.2700                 1/10/06

Common Stock                       30,013                    29.5500                 1/10/06

Common Stock                       (3,830)                   31.1990                 1/27/06

Common Stock                       10,486                    29.1040                 3/06/06

Common Stock                        1,453                    30.0838                 3/08/06

Common Stock                       54,946                    30.0258                 3/08/06

Common Stock                        2,024                    28.6209                 3/17/06

Common Stock                        3,919                    28.5900                 3/17/06

Common Stock                       13,720                    29.1516                 3/20/06

Common Stock                        2,481                    28.7050                 3/20/06

Common Stock                        9,503                    28.7188                 3/20/06

Common Stock                        7,302                    29.2595                 3/21/06

Common Stock                          886                    29.1678                 3/21/06

Common Stock                       74,192                    29.3266                 3/22/06

Common Stock                        7,900                    29.3327                 3/23/06

Common Stock                        6,200                    30.8000                 3/31/06


                                      I-3


      Class                      Quantity                 Price Per                Date of
    of Security               Purchased/(Sold)              Unit ($)             Purchase/Sale
    -----------               ----------------              --------             -------------


ACCIPITER LIFE SCIENCES FUND II (OFFSHORE), LTD.

Common Stock                       22,237                    36.4167                 1/03/06

Common Stock                        9,377                    34.4959                 1/05/06

Common Stock                       13,220                    29.4945                 1/10/06

Common Stock                        5,817                    31.1687                 1/20/06

Common Stock                        1,285                    30.4393                 1/25/06

Common Stock                            8                    31.3138                 3/01/06

Common Stock                        2,356                    29.1040                 3/06/06

Common Stock                          293                    30.0838                 3/08/06

Common Stock                        1,895                    30.0258                 3/08/06

Common Stock                        3,463                    28.6209                 3/17/06

Common Stock                        6,709                    28.5900                 3/17/06

Common Stock                          772                    29.1516                 3/20/06

Common Stock                          140                    28.7050                 3/20/06

Common Stock                          534                    28.7188                 3/20/06

Common Stock                           24                    29.2596                 3/21/06

Common Stock                            3                    29.1667                 3/21/06

Common Stock                       18,391                    29.3266                 3/22/06

Common Stock                        8,404                    29.3327                 3/23/06

Common Stock                        2,730                    30.5682                 3/31/06

Common Stock                        4,748                    30.8000                 3/31/06


ACCIPITER LIFE SCIENCES FUND II (QP), LP

Common Stock                       13,685                    36.4167                 1/03/06

Common Stock                        5,733                    34.4959                 1/05/06

Common Stock                        8,130                    29.4945                 1/10/06

Common Stock                        3,572                    31.1687                 1/20/06

Common Stock                          678                    30.4393                 1/25/06

Common Stock                          378                    31.3137                 3/01/06

Common Stock                        1,240                    29.1040                 3/06/06

Common Stock                          154                    30.0838                 3/08/06

Common Stock                        1,002                    30.0258                 3/08/06


                                      I-4



      Class                      Quantity                 Price Per                Date of
    of Security               Purchased/(Sold)              Unit ($)             Purchase/Sale
    -----------               ----------------              --------             -------------


Common Stock                        1,825                    28.6209                 3/17/06

Common Stock                        3,537                    28.5900                 3/17/06

Common Stock                          407                    29.1516                 3/20/06

Common Stock                           74                    28.7050                 3/20/06

Common Stock                          282                    28.7188                 3/20/06

Common Stock                           13                    29.2592                 3/21/06

Common Stock                            2                    29.1700                 3/21/06

Common Stock                        9,694                    29.3266                 3/22/06

Common Stock                        4,430                    29.3327                 3/23/06

Common Stock                        1,365                    30.5682                 3/31/06

Common Stock                            5                    30.8000                 3/31/06


                        Accipiter Capital Management, LLC
                        ---------------------------------

                                      NONE


                              Candens Capital, LLC
                              --------------------

                                      NONE


                                  Gabe Hoffman
                                  ------------

                                      NONE


                                Mohsin Y. Meghji
                                ----------------

                                      NONE


                                 Earl P. Holland
                                 ---------------

                                      NONE


                                 Nicole Viglucci
                                 ---------------

                                      NONE



                                      I-5



                                   SCHEDULE II

     THE FOLLOWING TABLE IS REPRINTED FROM LIFEPOINT'S PROXY STATEMENT FILED
          WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2006

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

         The following  table sets forth certain  information as of December 31,
2005 (unless otherwise indicated) regarding beneficial ownership of Common Stock
by (i) each director,  nominee for director and executive officer of the Company
who  owns  Common  Stock,  (ii)  each  person  known  by the  Company  to be the
beneficial owner of more than 5% of the outstanding  Common Stock of the Company
and (iii) all directors and  executive  officers as a group.  As of December 31,
2005,  there  were  57,102,882  shares of Common  Stock  outstanding.  Except as
otherwise  indicated,  the  beneficial  owners listed below have sole voting and
investment power with respect to all shares owned by them,  except to the extent
such power is shared by a spouse under applicable law.

                                                                                               Shares
                                                                                            Beneficially  Percent of
                                 Name of Beneficial Owner                                      Owned         Class
---------------------------------------------------------------------------------------    -------------  ----------
Janus Capital Management, LLC (1)                                                            3,683,890        6.4%
U.S. Trust Corporation (2)                                                                   3,034,813        5.32
Kenneth C. Donahey (3)(4)(5)(6)                                                              1,012,836        1.75
William F. Carpenter III (3)(4)(5)(6)                                                          609,335        1.06
William M. Gracey (3)(4)(5)(6)(7)                                                              392,739         *
Michael J. Culotta (3)(4)(5)(6)                                                                387,002         *
Jone Law Koford (3)(4)(5)(6)                                                                   100,549         *
DeWitt Ezell, Jr. (3)(8)                                                                        39,855         *
William V. Lapham (3)(9)                                                                        37,070         *
John E. Maupin, Jr., D.D.S. (3)(8)                                                              31,136         *
Ricki Tigert Helfer (3)(8)                                                                      24,906         *
Richard H. Evans (3)(8)                                                                         24,686         *
Owen G. Shell (3)(8)                                                                            23,742         *
Michael P. Haley (10)                                                                           11,083         *
All directors and executive officers as a group (12 persons) (3)(4)(5)(6)(7)(8)(9)(10)       2,694,939        4.56
-----------------
*        Less than one percent.

(1)      The ownership for Janus Capital Management, LLC is based on information
         contained  in the Schedule 13G filed with the SEC on February 14, 2006.
         Janus  Capital  Management,  LLC has sole voting  power with respect to
         1,033,271 shares, shared voting power with respect to 2,650,619 shares,
         sole  dispositive  power with  respect to  1,033,271  shares and shared
         dispositive  power with  respect to  2,650,619  shares.  The address of
         Janus Capital Management,  LLC is 151 Detroit Street, Denver,  Colorado
         80206.

(2)      The ownership for U.S. Trust  Corporation  and its affiliates on behalf
         of  the  Employee  Stock  Ownership  Plan  ("ESOP")  component  of  the
         Retirement  Plan is based on information  contained in the Schedule 13G
         filed with the SEC on February 15, 2006.  U.S.  Trust  Corporation  has
         shared voting power with respect to 2,383,820  shares  (2,342,110 ESOP)
         and  shared   dispositive   power  with  respect  to  2,383,820  shares


                                      II-1


         (2,342,110  ESOP).  U.S. Trust  Corporation  has sole voting power with
         respect to 197,858  shares and sole  dispositive  power with respect to
         636,298  shares.  The address of U.S. Trust  Corporation is 114 W. 47th
         Street, New York, New York 10036.

(3)      In computing  the number of shares  beneficially  owned by a person and
         the percentage ownership of that person, shares of Common Stock subject
         to options held by that person that are currently exercisable,  or will
         become  exercisable  within 60 days from December 31, 2005,  are deemed
         outstanding.  The  total  number of  options,  pursuant  to which  such
         persons  have rights to acquire  beneficial  ownership  of Common Stock
         within 60 days, is as follows:

                        Name                           Options
---------------------------------------------------- ----------
Kenneth C. Donahey                                     704,756
William F. Carpenter III                               452,756
William M. Gracey                                      305,613
Michael J. Culotta                                     300,000
Jone Law Koford                                         70,000
DeWitt Ezell, Jr.                                       24,640
William V. Lapham                                       24,640
Ricki Tigert Helfer                                     12,835
John E. Maupin, Jr., D.D.S.                             24,640
Richard H. Evans                                        16,606
Owen G. Shell, Jr.                                      11,000

(4)      The ownership  given for each  individual  includes  shares  indirectly
         owned  through  the  Retirement  Plan as set forth in the table  below.
         Share amounts are estimates  based on unit  accounting and based upon a
         December 30, 2005 value of $37.50 per share.

                        Name                          Shares
---------------------------------------------------  --------
Kenneth C. Donahey                                    2,776
William F. Carpenter III                              1,031
William M. Gracey                                     2,222
Michael J. Culotta                                    2,109
Jone Law Koford                                         549

(5)      The  ownership for each  individual  includes  restricted  stock awards
         granted in 2005 under the Amended and Restated 1998 Long-Term Incentive
         Plan  ("Incentive  Plan") as set forth in the table  below.  Generally,
         such shares will be forfeited in their  entirety  unless the individual
         continues to be an employee of the Company on April 22, 2008.

                        Name                          Shares
---------------------------------------------------  --------
Kenneth C. Donahey                                   40,000
William F. Carpenter III                             18,000
William M. Gracey                                    18,000
Michael J. Culotta                                   18,000
Jone Law Koford                                      10,000


(6)      The  ownership for each  individual  includes  restricted  stock awards
         granted  in 2005  under  the  Incentive  Plan as set forth in the table


                                      II-2


         below.  Generally,  these  shares  become  unrestricted  in three equal
         installments on April 22, 2008,  April 22, 2009 and April 22, 2010 and,
         with respect to Messrs.  Donahey,  Culotta,  Carpenter and Gracey, upon
         realization of certain predetermined performance criteria.

                        Name                         Shares
---------------------------------------------------  --------
Kenneth C. Donahey                                   80,000
William F. Carpenter III                             36,000
William M. Gracey                                    36,000
Michael J. Culotta                                   36,000
Jone Law Koford                                      20,000


(7)      The ownership for Mr. Gracey includes  options to purchase 52 shares of
         Common  Stock  held by Mr.  Gracey's  wife,  as to which  he  disclaims
         beneficial ownership.

(8)      The  ownership  for each  individual  includes  deferred  stock  units,
         granted under the Outside  Directors Plan,  payable in shares of Common
         Stock as follows:

                                                     Deferred Stock
                        Name                             Units
---------------------------------------------------  ---------------
DeWitt Ezell, Jr.                                       1,488
Ricki Tigert Helfer                                     5,024
John E. Maupin, Jr., D.D.S.                             2,832
Richard H. Evans                                        1,082
Owen G. Shell, Jr.                                        744

--------------------------------------------------------------------------------
(9)     The ownership for Mr. Lapham  includes 2,250 shares held by Mr. Lapham's
        wife  and 380  shares  held by Mr.  Lapham's  daughter,  as to  which he
        disclaims beneficial ownership.

(10)    The ownership for Mr. Haley  includes  7,000 shares of restricted  stock
        granted under the Outside Directors Plan.  Generally,  these shares will
        be forfeited in their entirety  unless Mr. Haley continues to serve as a
        director of the company on April 22, 2008.



                                      II-3



                            IMPORTANT


         Tell your Board what you think!  Your vote is important.  No matter how
many  Shares you own,  please  give  Accipiter  your proxy FOR the  election  of
Accipiter's Nominees by taking three steps:

         o        SIGNING the enclosed GOLD proxy card,

         o        DATING the enclosed GOLD proxy card, and

         o        MAILING  the  enclosed  GOLD proxy card TODAY in the  envelope
                  provided  (no  postage  is  required  if mailed in the  United
                  States).

         If any of your Shares are held in the name of a brokerage  firm,  bank,
bank  nominee or other  institution,  only it can vote such Shares and only upon
receipt of your specific  instructions.  Accordingly,  please contact the person
responsible  for your account and instruct that person to execute the GOLD proxy
card  representing  your Shares.  Accipiter urges you to confirm in writing your
instructions  to Accipiter in care of  MacKenzie  Partners,  Inc. at the address
provided below so that Accipiter will be aware of all instructions given and can
attempt to ensure that such instructions are followed.

         If you  have  any  questions  or  require  any  additional  information
concerning this Proxy Statement,  please contact MacKenzie Partners, Inc. at the
address set forth below.



                                   MACKENZIE
                                 PARTNERS,INC.
                               105 Madison Avenue
                            New York, New York 10016
                          (212) 929-5500 (Call Collect)
                           PROXY@MACKENZIEPARTNERS.COM

                                       or
                          CALL TOLL FREE (800) 322-2885








                     PRELIMINARY COPY SUBJECT TO COMPLETION
                              DATED APRIL 11, 2006

GOLD PROXY

                        ACCIPITER LIFE SCIENCES FUND, LP

                       2006 ANNUAL MEETING OF STOCKHOLDERS

      THIS PROXY IS SOLICITED ON BEHALF OF ACCIPITER LIFE SCIENCES FUND, LP

               THE BOARD OF DIRECTORS OF LIFEPOINT HOSPITALS, INC.
                          IS NOT SOLICITING THIS PROXY

                                    P R O X Y

The  undersigned  appoints Gabe Hoffman and Nicole  Viglucci,  and each of them,
attorneys  and  agents  with full  power of  substitution  to vote all shares of
common stock of LifePoint Hospitals,  Inc. (the "Company") which the undersigned
would be entitled to vote if  personally  present at the 2006 Annual  Meeting of
Stockholders of the Company scheduled to be held on Monday,  May 8, 2006 at 3:00
p.m. local time at 511 Union Street, Suite 2700, Nashville, Tennessee 37219, and
including at any adjournments or postponements thereof and at any meeting called
in lieu thereof (the "Annual Meeting").

The undersigned  hereby revokes any other proxy or proxies  heretofore  given to
vote or act with  respect to the shares of common  stock of the Company  held by
the  undersigned,  and hereby  ratifies and confirms all action the herein named
attorneys and proxies,  their  substitutes,  or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as directed on the
reverse and in the discretion of the herein named attorneys and proxies or their
substitutes  with respect to any other  matters as may properly  come before the
Annual   Meeting  that  are  unknown  to  Accipiter   Life  Sciences   Fund,  LP
("Accipiter") a reasonable time before this solicitation.

IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE,  THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

This Proxy will be valid until the sooner of one year from the date indicated on
the reverse side and the completion of the Annual Meeting.

         IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE







[X] PLEASE MARK VOTE AS IN THIS EXAMPLE

           ACCIPITER RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW
                            AND "FOR" PROPOSAL NO. 2

1.       APPROVAL OF ACCIPITER'S PROPOSAL TO ELECT DIRECTORS:

                                                                                                   FOR ALL EXCEPT
                                                                        WITHHOLD AUTHORITY TO    NOMINEE(S) WRITTEN
                                                    FOR ALL NOMINEES    VOTE FOR ALL NOMINEES          BELOW

         Nominees:   Mohsin Y. Meghji                     [ ]                   [ ]                     [ ]
                     Earl P. Holland
                     Nicole Viglucci                                                            ________________

2.       APPROVAL OF THE COMPANY'S PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST &
         YOUNG LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTING FIRM:

                      FOR                  AGAINST                ABSTAIN
                      [ ]                    [ ]                    [ ]


DATED:  ____________________________

____________________________________
(Signature)

____________________________________
(Signature, if held jointly)

____________________________________
(Title)

WHEN  SHARES  ARE HELD  JOINTLY,  JOINT  OWNERS  SHOULD  EACH  SIGN.  EXECUTORS,
ADMINISTRATORS,  TRUSTEES,  ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.