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Exhibit 2
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(f), promulgated under the
Securities Exchange Act of 1934, as amended, each of the undersigned hereby
agrees to the joint filing on behalf of each of them of a Statement on Schedule
13G, and any amendments thereto, with respect to the Common Stock, $.01 par
value per share, of Province Healthcare Company and that this Agreement may be
included as an Exhibit to such filing.
Each of the undersigned parties represents and warrants to the
other that the information contained in any amendment thereto about it will be,
true, correct and complete in all material respects and in accordance with all
applicable laws. Each of the undersigned parties agrees to inform the other of
any changes in such information or of any additional information which would
require any amendment to the Schedule 13G and to promptly file such amendment.
Each of the undersigned parties agrees to indemnify the other
for any losses, claims, liabilities or expenses (including reasonable legal fees
and expenses) resulting from, or arising in connection with, the breach by such
party of any representations, warranties or agreements in this Agreement.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall
be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes
this Agreement as of August 11, 2000.
AMERICAN INTERNATIONAL GROUP, INC.
By /s/ Kathleen E. Shannon
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Name: Kathleen E. Shannon
Title: Vice President and
Secretary
AIG GLOBAL INVESTMENT GROUP, INC.
By /s/ Win J. Neuger
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Name: Win J. Neuger
Title: Chairman and Chief Executive Officer
JOHN MCSTAY INVESTMENT COUNSEL, L.P.
By /s/ Edward E. Matthews
------------------------------------
Name: Edward E. Matthews
Title: Attorney-in-Fact*
* Pursuant to a Power of Attorney previously filed.
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