UNIVERSAL HEALTH SERVICES, INC. TERMINATION, ASSIGNMENT AND RELEASE AGREEMENT B

Exhibit 10.4

UNIVERSAL HEALTH SERVICES, INC.

TERMINATION, ASSIGNMENT AND RELEASE AGREEMENT B

WHEREAS, Universal Health Services, Inc., a Delaware corporation (the “Company”), and Xxxxxxx Xxxxxxxxxx (the “Trustee”) as Trustee of the Xxxx X. Xxxxxx 2002 Trust (the “Trust”) irrevocably designated by the insured executive Xxxx X. Xxxxxx (the “Executive”) have entered into two Split Dollar Life Insurance Agreements (together the “Split Dollar Agreements”) and Split Dollar Collateral Assignments (the “Collateral Assignments”) each effective as of January 25, 2002 and attached hereto as Exhibit A which together establish a “split-dollar” life insurance arrangement between the Company and the Trust;

WHEREAS, Article 5 of the Split Dollar Agreements provides that such agreements shall terminate upon delivery by the Trustee to the Company of written notice of termination;

WHEREAS, Article 6 of the Split Dollar Agreements provides that in the event of termination of the agreements under Article 5, that Trustee shall have ninety days to pay the Company an amount equal to the Company’s investment in the applicable insurance policies or to surrender the policies to or for the benefit of the Company in satisfaction of the obligations to the Company; and

WHEREAS, the Company and the Trustee with approval of the insured Executive now desire to terminate the Split Dollar Arrangement and the Collateral Assignments and to have the Trustee assign all right title and interest in the insurance policies covered by the Split Dollar Agreements and Collateral Assignments to the Company in full satisfaction of any obligation to the Company and release by the Company of all claims for repayment of the Company’s investment in the policies;

NOW, THEREFORE, the Company, the Trustee and the Executive hereby agree as follows, all to be effective as of December 9, 2010:

1. The Split Dollar Agreements are hereby terminated;

2. The Trustee, with approval of the Executive, hereby transfers all right, title and interest in the insurance policies subject to the Split Dollar Agreements and Collateral Assignments to the Company and releases the Company from any and all further obligations to the Trust and/or the Executive or his beneficiaries under the Split Dollar Agreements; and

3. The Company hereby accepts the transfer of the policies to it in full satisfaction of its rights under the Split Dollar Agreements and the Collateral Assignments and hereby releases the Trust and the Executive from any further obligations thereunder and hereby releases and terminates the Collateral Assignments.

IN WITNESS WHEREOF, the parties hereto have executed this Termination, Assignment and Release Agreement, to be effective as of December 9, 2010.

COMPANY:

Universal Health Services, Inc.

By: /s/ Xxxxx Filton

Title: Sr. Vice President and Chief Financial Officer

TRUST:

/s/ Xxxxxxx Xxxxxxxxxx

Trustee for the

Xxxx X. Xxxxxx 2002 Trust

EXECUTIVE:

/s/ Xxxx X. Xxxxxx

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