January 31, 2011

James H. Evans, Chairman
Adair County Hospital DistrictWestlake Regional Hospital
901 Westlake Drive
Columbia, KY

Re: Termination of Employment

Dear Jim:

This is to confirm our conversation from our meeting of January 27, 2011, in which you stated that the Board would not reconsider its decision to prohibit the commingling of management staff with Casey County Hospital and Jane Todd Crawford Memorial Hospital. In fact, the words you used were that you only wanted to run one hospital, not three. As I have previously expressed to you prior to the Board's directive, that the commingled management was an essential foundation of my employment contract. To now eliminate that management structure is a material breach of my employment contract. Therefore, the Board has effectively terminated me.

We also discussed the Board's decision to hire Spectrum Health Partners. That was done over my objection therefore I refused to sign the consulting services agreement. You stated that Spectrum had the experience and personnel to provide an administrator for Westlake and that the Board's termination of my employment agreement would not cause any detriment to the operations of Westlake. When I asked you to give a little more time before terminating my employment in order to make a graceful exit from Westlake, you responded that it was out of your hands.

It is a shame that the Board has seen fit to terminate my employment at Westlake. I've devoted thirty years of my professional life to Westlake and I love Adair County and the people here. I have accomplished many great things for Westlake including, most recently, the allocation of $1.5 million from the Commonwealth of Kentucky through a little known program called CPE. Even the Cabinet for Health and Family Services commended me for taking a lead in getting this program implemented. This money will effectively solve our financial problems and yet the Board is ignoring such a great achievement for the sake of terminating my employment.

As a result of the Board's decision, today will be my last day at Westlake. I wish Westlake much success in the future.

Sincerely,

s/Rex A. (Rusty) Tungate