SC 13E3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

HCA INC.

	(Name of the Issuer)
HCA Inc.	Jack O. Bovender, Jr.	Thomas F. Frist, Jr., M.D.

Richard M. Bracken
(Name of Person(s) Filing Statement)

Common Stock, par value $.01 per share
Nonvoting Common Stock, par value $.01 per share
(Title of Class of Securities)

404119109
(CUSIP Number of Class of Securities)

John M. Franck II, Esq.
Vice President and Corporate Secretary
HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of Person(s) Filing Statement)

Copies to:

James H. Cheek, III, Esq.	Creighton O’M. Condon, Esq.	James C. Morphy, Esq.
J. Page Davidson, Esq.	Clare O’Brien, Esq.	John Evangelakos, Esq.
Bass, Berry & Sims PLC	Shearman & Sterling LLP	Sullivan & Cromwell LLP
315 Deaderick Street	599 Lexington Avenue	125 Broad Street
Suite 2700	New York, NY 10022	New York, NY 10004
Nashville, Tennessee 37238	(212) 848-4000	(212) 558-4000
(615) 742-6200

This statement is filed in connection with (check the appropriate box):

þ	a.	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
o	b.	The filing of a registration statement under the Securities Act of 1933.
o	c.	A tender offer.
o	d.	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: þ

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transaction Valuation*
$21,279,088,602.46 Amount of Filing Fee**
$2,276,862.48

*	Calculated solely for purposes of determining the filing fee. The transaction value was determined based upon the sum of (a) $51.00 per share of 409,547,671 shares of HCA voting and nonvoting common stock, par value $.01 per share (the “HCA Common Stock”), (b) $51.00 minus the weighted average exercise price of $39.40 per share of outstanding options to purchase 24,941,169 shares of HCA Common Stock, (c) $51.00 minus the weighted average exercise price of $20.34 per share of outstanding options to purchase 3,104,006 shares of HCA Common Stock, (d) $51.00 per share of restricted share units with respect to 134,261 shares of HCA Common Stock; and (e) $51.00 minus the exercise price of $2.29 per share of outstanding warrants to purchase 16,910 shares of HCA Common Stock.
**	The filing fee, calculated in accordance with Exchange Act Rule 0-11(c)(1), was calculated by multiplying the transaction value by 0.000107.
þ	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,276,862.48
Form or Registration No.: Schedule 14A
Filing Party: HCA Inc.
Date Filed: August 9, 2006

INTRODUCTION

     This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “Transaction Statement”), is being filed by (1) HCA Inc., a Delaware corporation (“HCA” or the “Company”), the issuer of the HCA Common Stock that is subject to the Rule 13e-3 transaction, (2) Jack O. Bovender, Jr., an individual and a director, Chairman of the Board of Directors and Chief Executive Officer of HCA and Richard M. Bracken, an individual and a director and the President of HCA (collectively referred to in the Proxy Statement as the “Management Investors”) and (3) Thomas F. Frist, Jr., M.D., an individual and a director of the Company (“Dr. Frist”) (collectively, the “Filing Persons”), although each Filing Person expressly disclaims any obligation to file this Transaction Statement.

     Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 24, 2006, by and among the Company, Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), and Hercules Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation (the “Merger”). Upon completion of the Merger, each share of HCA Common Stock issued and outstanding as of the effective time of the Merger (other than shares held in the treasury of the Company, owned by any wholly-owned subsidiary of Parent or the Company, held by shareholders who are entitled to and who properly exercise appraisal rights under Delaware law, or held by Dr. Frist and/or certain affiliates of Dr. Frist, all of which shares will be contributed to Parent immediately prior to the effective time of the Merger) will be converted into the right to receive $51.00 in cash. The Merger Agreement also provides that immediately prior to the effective time of the Merger, except as may be otherwise agreed by a holder and Parent, all outstanding options to acquire HCA Common Stock will become fully vested and immediately exercisable. Except as may be otherwise agreed by a holder and Parent, all such options (other than certain options held by certain members of senior management and other employees that will be converted into options in the surviving corporation) not exercised prior to the effective time of the Merger will be cancelled and extinguished and converted into a right to receive an amount in cash equal to the product of (1) the total number of shares of HCA Common Stock subject to the option multiplied by (2) the excess of $51.00 over the exercise price per share of HCA Common Stock underlying such option, less any applicable withholding taxes. Certain members of senior management and other employees will also be permitted to invest cash in the surviving corporation.

     Concurrently with the filing of this Transaction Statement, the Company is filing with the Securities and Exchange Commission a preliminary Proxy Statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meeting of the shareholders of the Company at which the shareholders of the Company will consider and vote upon a proposal to adopt the Merger Agreement. The adoption of the Merger Agreement requires the affirmative vote of shareholders holding at least a majority of the shares of voting HCA Common Stock outstanding as of the close of business on the record date relating to the special meeting of shareholders.

     The cross references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. The information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each Item in this Transaction Statement are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Proxy Statement. All information contained in this Transaction Statement concerning any of the Filing Persons has been provided by such Filing Person and none of the Filing Persons, including the Company, takes responsibility for the accuracy of any information not supplied by such Filing Person.

     The filing of this Transaction Statement shall not be construed as an admission by any of the Filing Persons or by any affiliate of a Filing Person, that HCA is “controlled” by any other Filing Person or that any Filing Person is an “affiliate” of HCA within the meaning of Rule 13e-3 under Section 13(e) of the Exchange Act.

TABLE OF CONTENTS

EX-99.(B)(1) DEBT COMMITMENT LETTER 07/24/06

EX-99.(C)(3) PRESENTATION OF CREDIT SUISSE SECURITIES (USA) LLC AND MORGAN STANLEY & CO. 07/17/06

EX-99.(C)(4) PRESENTATION OF CREDIT SUISSE SECURITIES (USA) LLC AND MORGAN STANLEY & CO. 07/23/06

EX-99.(C)(5) PRESENTATION OF MCKINSEY & COMPANY, INC. 07/17/06

EX-99.(C)(6) PRESENTATION OF MERRILL LYNCH 05/25/06

EX-99.(D)(2) ROLLOVER LETTER DATED 7/24/06

EX-99.(D)(3) LETTER FROM JACK O. BOVENDER, JR. 07/24/06

EX-99.(D)(4) LETTER FROM RICHARD M. BRACKEN 07/24/06

EX-99.(D)(5) INTERIM INVESTORS AGREEMENT 07/24/06

Item 1. Summary Term Sheet

Regulation M-A Item 1001

     The information set forth in the Proxy Statement under the following captions are incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”

Item 2. Subject Company Information

Regulation M-A Item 1002

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive office are as follows:

HCA Inc.
One Park Plaza
Nashville, Tennessee 37203
(615) 344-9551

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Record Date”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the caption “Important Information About HCA — Market Price and Dividend Data” is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under the caption “Important Information About HCA — Market Price and Dividend Data” is incorporated herein by reference.

(e) Prior Public Offerings. None.

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the caption “Important Information About HCA — Prior Stock Purchases” is incorporated herein by reference.

Item 3. Identity and Background of Filing Person(s)

Regulation M-A Item 1003

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
Annex E — Information Relating to HCA Directors and Executive Officers

(b) Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“The Parties to the Merger”
“Important Information About HCA”
Annex E — Information Relating to HCA Directors and Executive Officers

(c) Business and Background of Natural Persons. The information set forth in the Proxy Statement as Annex E — Information Relating to HCA Directors and Executive Officers is incorporated herein by reference.

Item 4. Terms of the Transaction

Regulation M-A Item 1004

(a) Material Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting”
“Special Factors”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement — Treatment of Options and Other Awards”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“The Special Meeting — Rights of Shareholders Who Object to the Merger”
“Dissenters’ Rights of Appraisal”
Annex D — Section 262 of the General Corporation Law of the State of Delaware

(e) Provisions for Unaffiliated Security Holders. As described in the Proxy Statement under “Special Factors—Background of the Merger,” which is incorporated herein by reference, the special committee of the board of directors of the Company authorized the retention of a law firm, Sullivan & Cromwell LLP, to represent certain executive officers in connection with the

proposed transaction and agreed that the Company will reimburse or pay the fees and expenses of such law firm in connection with such representation. In addition, certain members of senior management have, by reason of their position as such, access to certain corporate files of the Company. There have been no other provisions in connection with this transaction to grant unaffiliated security holders access to the corporate files of the Filing Persons or to obtain counsel or appraisal services at the expense of the Filing Persons.

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A 1005

(a) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Certain Relationships Between Parent and HCA”

(b) Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About HCA — Prior Stock Purchases”

(c) Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Background of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

Item 6. Purpose of the Transaction and Plans or Proposals

Regulation M-A Item 1006

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

“The Merger Agreement — The Merger”
“The Merger Agreement — Treatment of Options and Other Awards”
Annex A — Agreement and Plan of Merger

(c)(1)-(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 7. Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purpose and Reasons for the Merger of Management Investors”
“Special Factors — Purpose and Reasons for the Merger of Dr. Frist”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Effects on the Company if the Merger is Not Completed”

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purpose and Reasons for the Merger of Management Investors”
“Special Factors — Purpose and Reasons for the Merger of Dr. Frist”
“Special Factors — Opinions of Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Completed”
“Special Factors — Material U.S. Federal Income Tax Consequences of the Merger to Our Shareholders”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

Item 8. Fairness of the Transaction

Regulation M-A 1014

(a) Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of Management Investors as to Fairness”
“Special Factors — Position of Dr. Frist as to Fairness”
“Special Factors — Opinions of Financial Advisors”
Annex B — Opinion of Credit Suisse Securities (USA) LLC
Annex C — Opinion of Morgan Stanley & Co. Incorporated

(b) Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers About the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Position of Management Investors as to Fairness”
“Special Factors — Position of Dr. Frist as to Fairness”
“Special Factors — Opinions of Financial Advisors”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
Annex B — Opinion of Credit Suisse Securities (USA) LLC
Annex C — Opinion of Morgan Stanley & Co. Incorporated

(c) Approval of Security Holders. The transaction is not structured so that the approval of at least a majority of unaffiliated security holders is required. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers About the Special Meeting and the Merger”

                     “The Special Meeting— Voting Rights; Quorum; Vote Required for Approval”
                     “The Merger Agreement”

(d) Unaffiliated Representative. An unaffiliated representative was not retained to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the transaction or preparing a report concerning the fairness of the transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Opinions of Financial Advisors”
Annex B — Opinion of Credit Suisse Securities (USA) LLC
Annex C — Opinion of Morgan Stanley & Co. Incorporated

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

      “Special Factors — Background of the Merger”
      “Special Factors — Purposes, Reasons and Plans for HCA after the Merger”

Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

(a) Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Opinions of Financial Advisors”
“The Merger Agreement — Representations and Warranties”
“Important Information About HCA — Projected Financial Information”
Annex B — Opinion of Credit Suisse Securities (USA) LLC
Annex C — Opinion of Morgan Stanley & Co. Incorporated

(b) Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”
“Special Factors — Opinions of Financial Advisors”
“The Merger Agreement — Representations and Warranties”

Annex B — Opinion of Credit Suisse Securities (USA) LLC
Annex C — Opinion of Morgan Stanley & Co. Incorporated

(c) Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of HCA Common Stock.

Item 10. Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

(a) Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Guarantees; Remedies”
“Special Factors — Fees and Expenses of the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(b) Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Certain Effects of the Merger”
“Special Factors — Effects on the Company if the Merger is Not Completed”
“Special Factors — Financing of the Merger”
“The Merger Agreement”
Annex A — Agreement and Plan of Merger

(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — The Merger and the Merger Agreement”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
“Special Factors — Fees and Expenses of the Merger”
“The Merger Agreement — Termination Fees”
Annex A — Agreement and Plan of Merger

(d) Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Special Factors — Background of the Merger”
“Special Factors — Financing of the Merger”
Annex A — Agreement and Plan of Merger

Item 11. Interest in Securities of the Subject Company

Regulation M-A Item 1008

(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”

“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Important Information About HCA — Security Ownership of Certain Beneficial Owners and Management”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About HCA — Security Ownership of Certain Beneficial Owners and Management”
“Important Information About HCA — Prior Stock Purchases”

Item 12. The Solicitation or Recommendation

Regulation M-A Item 1012

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting— Voting Rights; Quorum; Vote Required for Approval”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purpose and Reasons for the Merger of Management Investors”
“Special Factors — Purpose and Reasons for the Merger of Dr. Frist”
“Special Factors — Purpose, Reasons and Plans for HCA after the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

(e) Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet — Other Important Considerations”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Purpose and Reasons for the Merger of Management Investors”
“Special Factors — Purpose and Reasons for the Merger of Dr. Frist”
“Special Factors — Purposes, Reasons and Plans for HCA after the Merger”

Item 13. Financial Information

Regulation M-A Item 1010

(a) Financial Statements. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information About HCA — Historical Selected Financial Information”
“Important Information About HCA — Ratio of Earnings to Fixed Charges”
“Important Information About HCA — Book Value Per Share”
“Where You Can Find More Information”

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

(a) Solicitations or Recommendations. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting — Solicitation of Proxies”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”
“Special Factors — Fees and Expenses of the Merger”

(b) Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors — Background of the Merger”
“Special Factors — Reasons for the Merger; Recommendation of the Special Committee and of Our Board of Directors; Fairness of the Merger”
“Special Factors — Interests of the Company’s Directors and Executive Officers in the Merger”

Item 15. Additional Information

Regulation M-A Item 1011

(b) Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

Regulation M-A Item 1016

(a)(1)	Letter to Shareholders of HCA Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by HCA Inc. with the Securities and Exchange Commission on August 9, 2006 (the “Proxy Statement”)
(a)(2)	Notice of Special Meeting of Shareholders of HCA Inc., incorporated herein by reference to the Proxy Statement
(a)(3)	Proxy Statement of HCA Inc., incorporated herein by reference to the Proxy Statement
(b)(1)	Debt Commitment Letter, dated as of July 24, 2006, among Hercules Holding II, LLC and Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)
(c)(1)	Fairness Opinion of Credit Suisse Securities (USA) LLC, dated July 23, 2006, incorporated herein by reference to the Proxy Statement
(c)(2)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated as of July 23, 2006, incorporated herein by reference to the Proxy Statement
(c)(3)	Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July 17, 2006
(c)(4)	Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July 23, 2006
(c)(5)	Presentation of McKinsey & Company, Inc., dated July 17, 2006
(c)(6)	Presentation of Merrill Lynch to the Board of Directors of HCA Inc., dated May 25, 2006
(d)(1)	Agreement and Plan of Merger, dated July 24, 2006, between HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation, incorporated herein by reference to the Proxy Statement
(d)(2)	Rollover Letter, dated July 24, 2006, between Frisco Partners, Frisco, Inc. and Hercules Holding II, LLC
(d)(3)	Letter, dated July 24, 2006, from Jack O. Bovender, Jr. to Hercules Holding II, LLC
(d)(4)	Letter, dated July 24, 2006, from Richard M. Bracken to Hercules Holding II, LLC
(d)(5)	Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holdings II, LLC and the parties listed on the signature pages thereto
(f)(1)	Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement
(g)	None

SIGNATURES

     After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated August 9, 2006

HCA INC.
By:	/s/ R. Milton Johnson
Name:	R. Milton Johnson
Title:	Executive Vice President
	and Chief Financial Officer
THOMAS F. FRIST, JR., M.D.
/s/ Thomas F. Frist
Thomas F. Frist, Jr., M.D.
JACK O. BOVENDER, JR.
/s/ Jack O. Bovender
Jack O. Bovender, Jr.
RICHARD M. BRACKEN
/s/ Richard M. Bracken
Richard M. Bracken

Exhibit Index

(a)(1)	Letter to Shareholders of HCA Inc., incorporated herein by reference to the Proxy Statement on Schedule 14A filed by HCA Inc. with the Securities and Exchange Commission on August 9, 2006 (the “Proxy Statement”)
(a)(2)	Notice of Special Meeting of Shareholders of HCA Inc., incorporated herein by reference to the Proxy Statement
(a)(3)	Proxy Statement of HCA Inc., incorporated herein by reference to the Proxy Statement
(b)(1)	Debt Commitment Letter, dated as of July 24, 2006, among Hercules Holding II, LLC and Bank of America, N.A., Banc of America Bridge LLC, Banc of America Securities LLC, JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc., Citigroup Global Markets Inc., Merrill Lynch Capital Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”)
(c)(1)	Fairness Opinion of Credit Suisse Securities (USA) LLC, dated July 23, 2006, incorporated herein by reference to the Proxy Statement
(c)(2)	Fairness Opinion of Morgan Stanley & Co. Incorporated, dated as of July 23, 2006, incorporated herein by reference to the Proxy Statement
(c)(3)	Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July 17, 2006
(c)(4)	Presentation of Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated to the Special Committee of the Board of Directors of HCA Inc., dated July 23, 2006
(c)(5)	Presentation of McKinsey & Company, Inc., dated July 17, 2006
(c)(6)	Presentation of Merrill Lynch to the Board of Directors of HCA Inc., dated May 25, 2006
(d)(1)	Agreement and Plan of Merger, dated July 24, 2006, between HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation, incorporated herein by reference to the Proxy Statement
(d)(2)	Rollover Letter, dated July 24, 2006, between Frisco Partners, Frisco, Inc. and Hercules Holding II, LLC
(d)(3)	Letter, dated July 24, 2006, from Jack O. Bovender, Jr. to Hercules Holding II, LLC
(d)(4)	Letter, dated July 24, 2006, from Richard M. Bracken to Hercules Holding II, LLC
(d)(5)	Interim Investors Agreement, dated July 24, 2006, by and among Hercules Holdings II, LLC and the parties listed on the signature pages thereto
(f)(1)	Section 262 of the General Corporation Law of the State of Delaware, incorporated herein by reference to Annex D of the Proxy Statement
(g)	None

EX-99.(B)(1)

Exhibit (b)(1)

BANK OF AMERICA,
N.A.
BANC OF AMERICA
BRIDGE LLC
BANC OF AMERICA
SECURITIES LLC
9 West 57^th Street
New York, NY 10019 JPMORGAN CHASE
BANK, N.A.
J.P. MORGAN
SECURITIES INC.
270 Park Avenue
New York, NY
10017 CITIGROUP GLOBAL
MARKETS INC.
390 Greenwich Street
New York, NY 10013 MERRILL LYNCH
CAPITAL
CORPORATION
MERRILL LYNCH,
PIERCE, FENNER &
SMITH
INCORPORATED
4 World Financial
Center
250 Vesey Street
New York, NY 10080

CONFIDENTIAL

July 24, 2006

Hercules Holding II, LLC
c/o Bain Capital Partners LLC
111 Huntington Avenue
Boston, Massachusetts 02199
Attention: Steve Pagliuca

c/o Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street, Suite 4200
New York, New York 10019
Attention: Michael Michelson

c/o Merrill Lynch Global Partners
250 Vesey Street
4 World Financial Center
23^rd Floor
New York, New York 10080
Attention: Chris Birosak

Project Hercules

Commitment Letter

Ladies and Gentlemen:

     You have advised each of Bank of America, N.A. (“Bank of America”), Banc of America Bridge LLC (“Banc of America Bridge”), Banc of America Securities LLC (“BAS”), JPMorgan Chase Bank, N.A. (“JPMCB”), J.P. Morgan Securities Inc. (“JPMSI”), Citigroup Global Markets Inc. (“CGMI”), Merrill Lynch Capital Corporation (“MLCC”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S” and, together with Bank of America, Banc of America Bridge, BAS, CGMI, JMPCB, JPMSI and MLCC, “we”, “us” or the “Agents”) that Hercules Holding II, LLC (“Newco”), formed at the direction of Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co. L.P., Merrill Lynch Global Partners and/or their respective

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affiliates (collectively, the “Sponsors”), intends to acquire (the “Acquisition”) all of the capital stock of a company previously identified to us (the “Company”), and to consummate the other Transactions described herein (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Facilities Term Sheet”)).

     You have further advised the Agents that, in connection therewith, it is intended that the financing for the Transactions will include (a) the senior secured credit facilities described in the Senior Facilities Term Sheet, in an aggregate principal amount of up to $16.80 billion, comprised of a $2.25 billion senior secured tranche A term loan facility (the “Tranche A Term Facility”), a $9.30 billion senior secured tranche B term loan facility (the “Tranche B Term Facility”), a $1.25 billion (US equivalent) senior secured term loan facility available in Euros, U.S. dollars and other currencies to be mutually agreed (the “European Term Facility”), a $2.00 billion senior secured asset-based revolving credit facility (the “Asset-Based Revolving Facility”) and a $2.00 billion senior secured revolving credit facility (the “Revolving Credit Facility” and, together with the Tranche A Term Facility, the Tranche B Term Facility, the European Term Facility and the Asset-Based Revolving Facility, the “Senior Facilities”) and (b) at your option, either (i) up to $5.70 billion in aggregate principal amount of senior secured second lien notes (the “Notes”) in a public offering or in a Rule 144A or other private placement or (ii) to the extent that the Notes are not issued on or prior to the Closing Date (as defined below), up to $5.70 billion of senior secured second lien increasing rate loans (the “Bridge Loans”) under the senior secured second lien bridge facility (the “Bridge Facility”) described in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Bridge Term Sheet” and, together with the Senior Facilities Term Sheet, the “Term Sheets”). The Senior Facilities and the Bridge Facility are collectively referred to herein as the “Facilities.”

     In addition, it is intended that (a) the Company’s outstanding (i) 8.700% Medium Term Notes due 2010, (ii) 8.750% Notes due 2010, (iii) 8.750% Sterling Notes due 2010, (iv) 7.875% Senior Notes due 2011, (v) 6.950% Senior Notes due 2012, (vi) 6.300% Notes due 2012, (vii) 6.250% Notes due 2013, (viii) 6.750% Notes due 2013, (ix) 5.750% Senior Notes due 2014, (x) 9.000% Medium Term Notes due 2014, (xi) 6.375% Notes due 2015, (xii) 7.190% Debentures due 2015, (xiii) 6.500% Notes due 2016, (xiv) 7.500% Debentures due 2023, (xv) 8.360% Debentures due 2024, (xvi) 7.690% Notes due 2025, (xvii) 7.580% Notes due 2025, (xviii) 7.050% Debentures due 2027, (xix) 7.500% Notes due 2033, (xx) 7.750% Medium Term Notes due 2036 and (xxi) 7.500% Debentures due 2095, will each remain outstanding after giving effect to the Transactions (the “Retained Indebtedness”), and (b) substantially all of the Company’s outstanding (i) 8.850% Medium Term Notes due 2007, (ii) 7.000% Notes due 2007, (iii) 7.250% Notes due 2008, (iv) 5.250% Notes due 2008 and (v) 5.500% Notes due 2009, will each be (or an equivalent amount (but no more than an amount to be mutually agreed) of the Company’s other existing notes described in clause (a) above maturing prior to the maturity date of the Tranche A Term Facility will be) redeemed or repurchased (which may include a debt tender offer with respect thereto) in connection with the consummation of the Transactions and all amounts outstanding under the Company’s existing credit facilities will be repaid and all commitments in respect of such existing credit facilities will be terminated (such existing credit facilities, together with the indebtedness specified in clauses (b)(i) through (b)(v), the “Repaid

3

Indebtedness”). It is understood that if the amount of the Company’s existing notes redeemed or repurchased is less than as described above, the amount of the Facilities and the Notes will be reduced by such difference in a manner to be agreed.

     In connection with the foregoing, (a) Bank of America, JPMCB, CGMI (on behalf of Citigroup (as defined below)) and MLCC are pleased to advise you of their commitments to, severally and not jointly, each provide 25% of each of the Senior Facilities, and (b) Banc of America Bridge, JPMCB, CGMI (on behalf of Citigroup) and MLCC are pleased to advise you of their commitments to, severally and not jointly, each provide 25% of the Bridge Facility, in each case upon the terms and subject to the conditions set forth or referred to in this commitment letter (including the Term Sheets and other attachments hereto, this “Commitment Letter”).

     It is agreed that each of BAS, JPMSI, Citgroup and MLPF&S will act as a joint lead arranger (in such capacity, each, a “Lead Arranger” and, collectively, the “Lead Arrangers”) and as a joint bookrunner for the Facilities; that Bank of America will act as administrative agent for the Senior Facilities (in such capacity, the “Administrative Agent”); that JPMCB and Citigroup will act as co-syndication agents for the Senior Facilities; that MLCC will act as documentation agent for the Senior Facilities; and that Citigroup will act as administrative agent for the Bridge Facility (in such capacity, the “Bridge Administrative Agent”). It is further agreed that (a) in connection with the Confidential Information Memorandum and any other offering or marketing materials relating to the Senior Facilities, Bank of America will appear “on the left”, and the names of the Lead Arrangers will appear in such order as they appear in the caption of this letter, (b) in connection with any Confidential Information Memorandum or other offering or marketing materials relating to the Bridge Facility, Citicorp will appear “on the left” and (c) additional Agents receiving lead arranger league table credit for each Facility will be determined by you in consultation with us. You may appoint additional agents, co-agents or lead arrangers or confer other titles in respect of each Facility in a manner and with economics determined by you in consultation with the Lead Arrangers. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender in connection with the Facilities unless you and the Agents shall so agree. For purposes of this Commitment Letter, “Citigroup” means CGMI, Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citigroup shall determine to be appropriate to provide the services contemplated herein.

     The Agents reserve the right, prior to or after the execution of definitive documentation for the Facilities, to syndicate all or a portion of the Agents’ commitments hereunder to a group of financial institutions (together with the Agents, the “Lenders”) identified by the Agents in consultation with you and reasonably acceptable to them and you (your consent not to be unreasonably withheld or delayed); provided that, notwithstanding each Agent’s right to syndicate the Facilities and receive commitments with respect thereto, it is understood that any syndication of, or receipt of commitments in respect of, all or any portion of an Agent’s commitments hereunder prior to the initial funding under the Senior Facilities shall not reduce such Agent’s commitments hereunder (provided, however, that, notwithstanding the foregoing, assignments of an Agent’s commitments which are effective simultaneously with the funding of such commitments by the assignee shall be permitted) (the date of such initial funding under the Senior Facilities, the “Closing Date”). Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Agents’ commitments hereunder

4

are not subject to syndication of the Facilities. The Agents intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Facilities prior to the Closing Date. You agree actively to assist the Agents in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of the Sponsors and, to the extent practical and appropriate, the Company, (b) direct contact between senior management, representatives and advisors of you, each of the Sponsors and the Company and the proposed Lenders at times mutually agreed upon, (c) your and the Sponsors’ assistance, and your using commercially reasonable efforts to cause the Company to assist, in the preparation of a customary Confidential Information Memorandum for the Facilities and other marketing materials to be used in connection with the syndications, (d) prior to the launch of the syndications, using your commercially reasonable efforts to procure ratings for each of the Facilities and the Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), (e) prior to the launch of the syndications, using your commercially reasonable efforts to complete a customary accounts receivable collateral exam with respect to the Receivables Collateral (as defined in the Senior Facilities Term Sheet) to the extent mutually agreed to be appropriate and (f) the hosting, with the Agents, of one or more meetings of prospective Lenders at times mutually agreed upon.

     The Administrative Agent, in consultation and cooperation with the Lead Arrangers and you, will manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate (which institutions shall be reasonably acceptable to you), the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Agents in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsors and the Company to provide) to the Agents all customary information with respect to you, the Company and each of your and its respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Projections”), as the Agents may reasonably request. You hereby represent and covenant that (a) to the best of your knowledge, all written information and written data other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Agents by you, the Company, the Sponsors or any of your and their respective representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made and (b) the Projections that have been or will be made available to the Agents by you, the Company, the Sponsors or any of your and their respective representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Agents. You agree that if at any time prior to the closing of the Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly

5

supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances. In arranging and syndicating the Facilities, the Agents will be entitled to use and rely primarily on the Information and the Projections without responsibility for independent verification thereof.

     You hereby acknowledge that (a) the Agents will make available Information and Projections to the proposed syndicate of Lenders and (b) certain of the Lenders may be “public side” Lenders (i.e. Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). If reasonably requested, you will assist us in preparing an additional version of the Confidential Information Memorandum to be used by Public Lenders. The information to be included in the additional version of the Confidential Information Memorandum will be substantially consistent with the information included in any offering memorandum for the offering for the Notes. It is understood that in connection with your assistance described above, authorization letters will be included in any Confidential Information Memorandum that authorize distribution of the Confidential Information Memorandum to prospective Lenders, address the intention that the public-side version does not include material non-public information about the Company (other than material non-public information that would be disclosed in the registration statement or offering memorandum in respect of the Notes or information about the Transactions), and exculpate you, the Company and us with respect to any liability related to the use of the contents of the Confidential Information Memorandum or any related marketing material by the recipients thereof.

     As consideration for the commitments of the Agents hereunder and their agreement to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

     The commitments of the Agents hereunder and their agreement to perform the services described herein are subject to (a) there not having occurred since December 31, 2005 any change or condition that would constitute a “Material Adverse Effect on the Company” as defined in the principal purchase agreement pursuant to which the Acquisition is to be consummated, in the form dated as of July 24, 2006 (the “Purchase Agreement”) (any such change or condition described in this paragraph (a) being referred to herein as a “Material Adverse Change”), (b) the satisfaction of the Agents that, prior to and during the syndications of the Facilities, there shall be no competing issues of debt securities or commercial bank or other credit facilities of Newco, the Company or any of Newco’s or the Company’s respective subsidiaries being offered, placed or arranged (other than the Notes) and (c) the other conditions set forth or referred to in the Term Sheets and the other exhibits hereto.

     In addition, the commitments of the Agents hereunder are subject to the negotiation, execution and delivery of definitive documentation with respect to the Facilities (the “Facilities Documentation”), in each case, reasonably satisfactory to them, and customary closing documentation to be mutually agreed consistent with Sponsor precedent, which in each case shall be consistent with the Term Sheets and customary and appropriate for transactions of this type for affiliates of the Sponsors (provided that, notwithstanding anything in this Commitment

6

Letter, the Fee Letter, the Facilities Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, its subsidiaries and their businesses the making of which shall be a condition to availability of the Facilities on the Closing Date shall be (A) such of the representations made by the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement (determined without regard to whether any notice is required to be delivered by you) and (B) the Specified Representations (as defined below) and (ii) the terms of the Facilities Documentation shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth herein and in the Term Sheets are satisfied (it being understood that, to the extent any Guarantee (other than any domestic Guarantee) or Collateral (each as defined in Exhibit A hereto) (other than the U.S. pledge and perfection of security interests in the capital stock of subsidiaries held by Holdings, the Borrower and the Guarantors (to the extent required under the Senior Facilities Term Sheet) and other assets in which a lien may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not provided on the Closing Date after your use of commercially reasonable efforts to do so, the delivery of such Guarantee and/or Collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date but shall be required to be delivered after the Closing Date pursuant to arrangements to be mutually agreed)). Those matters that are not covered by or made clear under the provisions of this Commitment Letter are subject to the approval and agreement of the Agents and you; provided that such approvals and agreements shall be in a manner that is consistent with the Term Sheets and customary and appropriate for transactions of this type with affiliates of the Sponsors. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to corporate power and authority, the execution, delivery and enforceability of the Facilities Documentation, Federal Reserve margin regulations, and the Investment Company Act.

     You agree (a) to indemnify and hold harmless each of the Agents and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions, the Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of its related parties (as determined by a court of competent jurisdiction in a final and non-appealable decision), (ii) arising from a material breach of the obligations of such Indemnified Person under this Commitment Letter or the Facilities Documentation or (iii) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other

7

Indemnified Person, and (b) to reimburse the Agents and each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Agents’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of counsel to the Agents identified in the Term Sheets and of a single local counsel to the Agents in each relevant jurisdiction (except allocated costs of in-house counsel), in each case incurred in connection with the Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Facilities and any collateral arrangements in connection therewith (collectively, the “Expenses”); provided that, except as set forth in the Fee Letter, you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct or gross negligence of such Indemnified Person or any of its related parties (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Facilities.

     You acknowledge that the Agents and their affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other persons in respect of which you may have conflicting interests regarding the transactions described herein and otherwise. Neither the Agents nor any of their affiliates will use confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or their other relationships with you in connection with the performance by them of services for other persons, and neither the Agents nor any of their affiliates will furnish any such information to other persons. You also acknowledge that neither the Agents nor any of their affiliates have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by them from other persons.

     You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Agents is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether the Agents have advised or are advising you on other matters, (b) the Agents, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of the Agents, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Agents are engaged in a broad range of transactions that may involve interests that differ from your interests and that the Agents have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Agents shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

8

     You further acknowledge that each Agent is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Agent may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of you, the Borrower, the Company and its subsidiaries and other companies with which you, the Borrower, the Sponsor or the Company or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by such Agent or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

     This Commitment Letter and the commitments hereunder shall not be assignable by you (other than to the Borrowers, with all obligations and liabilities of Newco hereunder being assumed by such Borrowers upon the effectiveness of such assignment) without the prior written consent of the Agents, not to be unreasonably withheld (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, the Agents hereunder (including, without limitation, its commitments) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their affiliates or branches. This Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Agents and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof. This Commitment Letter (including the exhibits hereto) and the Fee Letter (i) are the only agreements that have been entered into among the parties hereto with respect to the Facilities, (ii) supersede all prior understandings, whether written or oral, among us with respect to the Facilities and (iii) set forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER.

     Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the

9

fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter or the transactions contemplated hereby in any New York State or in any such Federal court, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

     This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letter shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsors and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel (in which case you agree to inform us promptly thereof); provided that (i) you may disclose this Commitment Letter and the contents hereof (but not the Fee Letter) to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis, (ii) you may disclose the Commitment Letter and its contents in any proxy relating to the Acquisition and in any prospectus or other offering memorandum relating to the Notes, (iii) you may disclose this Commitment Letter, and the contents thereof, to potential Lenders and to rating agencies in connection with obtaining ratings for the Facilities and (iv) you may disclose the Fee Letter and the contents thereof (A) as part of a generic disclosure of aggregate sources and uses to the extent customary in marketing materials and (B) to the Company and its officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis. You agree that you will permit us to review and approve (such approval not to be unreasonably withheld or delayed) any reference to us or any of our affiliates in connection with the Facilities or the transactions contemplated hereby contained in any press release or similar written public disclosure prior to public release.

     You acknowledge that information and documents relating to the Facilities may be transmitted through Syndtrak, Intralinks, the internet, e-mail or similar electronic transmission systems, and that the Agents shall not be liable for any damages arising from the use by others of information or documents transmitted in such manner.

     The Agents and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Agents from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Agents, to the extent permitted by law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Agents or any of their affiliates, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Agents or any of their affiliates, (d)

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to the extent that such information is received by the Agents from a third party that is not to the Agents’ knowledge subject to confidentiality obligations to the Borrower, (e) to the extent that such information is independently developed by the Agents, (f) to the Agents’ affiliates and their employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) or (h) for purposes of establishing a “due diligence” defense. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the definitive documentation relating to the Facilities upon the initial funding thereunder.

     The compensation, reimbursement, indemnification, confidentiality, jurisdiction, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Facilities upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter (or, in the case any Notes are issued on the Closing Date, upon the initial funding of the Senior Facilities only), and you shall be released from all liability in connection therewith at such time.

     We hereby notify you that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of the Agents and each other Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow any of the Agents or such Lender to identify the Borrower in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Agents and each Lender.

     If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Administrative Agent executed counterparts hereof and of the Fee Letter not later than 12:00 midnight, New York City time, on July 25, 2006. The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that the Administrative Agent has not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the initial borrowing in respect of the Senior Facilities does not occur on or before January 31, 2007, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension.

     BY SIGNING THIS COMMITMENT LETTER, EACH OF THE PARTIES HERETO HEREBY ACKNOWLEDGES AND AGREES THAT (A) BANK OF AMERICA IS OFFERING TO COMMIT TO ITS PORTION OF THE SENIOR FACILITIES SEPARATE AND APART FROM BANC OF AMERICA BRIDGE’S OFFER TO COMMIT TO ITS PORTION OF THE BRIDGE FACILITY AND (B) BANC OF AMERICA BRIDGE IS

11

OFFERING TO COMMIT TO ITS PORTION OF THE BRIDGE FACILITIES SEPARATE AND APART FROM BANK OF AMERICA’S OFFER TO COMMIT TO ITS PORTION OF THE SENIOR FACILITIES. YOU MAY, AT YOUR OPTION, ELECT TO ACCEPT THIS COMMITMENT LETTER (AND THE APPLICABLE PROVISIONS OF THE FEE LETTER) WITH RESPECT TO EITHER THE SENIOR FACILITIES OR THE BRIDGE FACILITY OR BOTH.

[Remainder of this page intentionally left blank]

          The Agents are pleased to have been given the opportunity to assist you in connection with the financing for the Acquisition.

Very truly yours,
BANK OF AMERICA, N.A.
By	/s/ Thomas W. Okel
	Name: Thomas W. Okel
	Title: Managing Director
BANC OF AMERICA SECURITIES LLC
By	/s/ Bruce R. Thompson
	Name: Bruce R. Thompson
	Title: Managing Director
BANC OF AMERICA BRIDGE LLC
By	/s/ Bruce R. Thompson
	Name: Bruce R. Thompson
	Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

JPMORGAN CHASE BANK, N.A.
By	/s/ G. Spevack
	Name: G. Spevack
	Title: Vice President
J.P. MORGAN SECURITIES INC.
By	/s/ Sameer Khambadkone
	Name: Sameer Khambadkone
	Title: Vice President

[SIGNATURE PAGE TO COMMITMENT LETTER]

CITIGROUP GLOBAL MARKETS INC.
By	/s/ John W. Peruzzi
	Name: John W. Peruzzi
	Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

MERRILL LYNCH CAPITAL CORPORATION
By	/s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By	/s/ Sarang Gadkari
	Name: Sarang Gadkari
	Title: Managing Director

[SIGNATURE PAGE TO COMMITMENT LETTER]

Accepted and agreed to as of the date first above written:
HERCULES HOLDING II, LLC
By	/s/ Chris Gordon
	Name: Chris Gordon
	Title: President and Assistant Secretary

[SIGNATURE PAGE TO COMMITMENT LETTER]

EX-99.(C)(3)

Exhibit (c)(3)

Project Hero Presentation to The Special Committee CONFIDENTIAL July 17, 2006 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE.

Table of Contents 1. Executive Summary 2. Situation Overview 3. Strategic Alternatives Assessment 4. Preliminary Valuation Summary 5. Financing Considerations 6. Next Steps Appendix A. Supplemental Valuation Materials B. Share Repurchase / Recapitalization Analysis

1. Executive Summary

Situation Update On July 14, Hero received a verbal indicative preliminary price from KKR, Bain and Merrill Lynch Private Equity (the "Buyer Group") to acquire the Company for $48.75 per share in cash (the "Proposal") The Buyer Group indicated the following: Committed financing provided by JPM, Citi, BofA, and ML; no financing contingency Substantially complete with due diligence Market based contract During today's Special Committee meeting, in addition to evaluating the Proposal, we will give a preliminary assessment of Hero's current situation, strategic alternatives available to the Company, our initial views on valuation and an assessment of the Buyer Group's financing structure

CS and MS Preliminary Work Streams To-Date Due diligence on hospitals and medical centers to focus on: Location / type of services provided Cash flow by facility Owned vs. leased Diligence current debt obligations including amortization schedules, interest rates, and refunding, refinancing and change of control provisions Analysis of buy back strategy, including special dividend and Dutch auction Determination of optimal capital structure for a potential recapitalization or buyout Key Tasks Status quo with and without acquisitions Recapitalization Spin-off / split-off / asset sales Merger / sale of company Based on work done to-date, we are able to provide a preliminary assessment of Hero's financial condition and strategic alternatives. Discussions with CEO, COO, CFO and other senior executives Analyze historical financials and business plan including: Revenue analysis - patient volume / pricing, revenue gross to net ratio, same store growth, payor composition mix, utilization trends and bad debt expense Margin and working capital analysis (DSO trends, etc.), capex and other cash flow items Business Due Diligence / Preliminary Valuation Capital Structure Evaluation Real Estate Assessment Strategic Alternatives Assessment

Hero Situation Overview Hero's world class management team has created the industry leader Strong cash flow allowing for substantial capital investments and dividend / share repurchases Thoughtful business development initiatives in the face of significant competitive threats and challenging industry dynamics Respectable growth in pricing from payor community Numerous initiatives to create operational efficiencies and reduce expenses However, industry dynamics have created significant challenges Volume is down - competition from not-for-profits, outpatient centers and physicians Uncompensated care is growing rapidly Operating expenses are outpacing pricing increases - labor shortages, unions & supply costs Numerous earnings misses and quality of earnings issues Investors and research analysts are increasingly focused on key sector challenges and as a result: Multiple compression Concerns regarding growth are exacerbated by Hero's size A more skeptical view of future prospects Concerns over near term shortfall in consensus EPS

Strategic Alternatives Assessment Status Quo Acquisitions Spin-Off / Asset Divestiture Leveraged Recap Credit Suisse and Morgan Stanley have undertaken a preliminary review of strategic alternatives available to the Company. Merger / Sale Description Assessment PV of Share Price ('07 - '09) Repurchase shares in open market, financed with debt and free cash flow, and maintain 2.75x leverage Acquire additional assets or companies that can be used to accelerate growth Spin-off / divest surgery centers or lower performing hospital assets Lever up to ~4.0x ($4.5B+) for share buyback Significantly lever up through one-time dividend and possible repurchase (up to $12B) Sale to strategic or financial acquirer Current management plan and trading multiple suggest there is not significant upside to the current share price in the near- / mid-term If key operating drivers can be improved, there is significant potential upside Sizable acquisitions that will have a material impact are limited Multiple differential for sizable transactions would likely make dilutive Potential for dissynergies in separating business Surgical centers are core to Hero's strategy Accelerates EPS growth and returns to shareholders but also increases risk Significant leverage may put pressure on P/E multiple Doesn't functionally change operations Sale to strategic acquirer unlikely given Hero's size and lack of strategic fit with other large health care companies and conglomerates Financial sponsor transaction is the most realistic alternative however size of equity check limits universe $38.30-$45.68 NM $39.92-$46.37 $37.65-$45.50 $40.21-$46.19 NM

Preliminary Valuation Overview Valuation Methodologies Equity Value Per Share Current Price: $44.00 Proposal: $48.75 Analysis based on Management's Forecast (2H'06-2011) We have utilized a number of traditional valuation methodologies to assess the value of Hero Discounted cash flow analysis Review of selected companies Review of selected acquisitions Additionally, we have utilized a number of other financial metrics: LBO analysis Premiums paid in selected transactions Wall Street analyst views Finally, we have considered how Hero has traded both on a short and long-term basis 52-week high / low and historical average trading prices Longer-term valuation multiple trends Preliminary Valuation Overview

Overview of Buyer Group Indicative Proposal Implied Premiums and Multiples Sources and Uses

Financing Considerations Overview To provide the Committee with a perspective on the attractiveness and achievability of the proposed financing, we have worked to design an optimal debt structure. Key Observations The Buyer Group's proposed financing structure contemplates a leverage multiple of 6.5x based on LTM EBITDA of $4,241 million (6/30/06) Keeping the existing debt outstanding is an important part of the proposed capital structure Our preliminary analysis suggests that the proposed financing is feasible with respect to the amount of debt placed on the Company Based on the Buyer Group's Proposal, returns to equity investors are in the range of 18% - 23%, assuming an exit in year 5 at a 7.0x-7.5x multiple of LTM EBITDA (current trading multiple of 6.9x and purchase multiple of 7.2x) The Buyer Group has indicated a long-term exit expectation (6-8 years) which, were it to occur, may lower the return Preliminary analysis suggests that real estate financing is feasible and may enhance a transaction, primarily by lowering cost of funds Hero could raise up to $5-$6 billion in CMBS funding, yielding approximately a 150 basis point improvement in interest rate relative to bank debt ($75-$90 million annual savings) Given that CMBS funding would require third party appraisal, which may take 30 to 60 days, such financing may not be feasible in the time frame being considered

2. Situation Overview

Key Industry Trends Same Store Adjusted Admissions Growth The growth and profitability of the hospital industry has been negatively impacted by slowing admissions growth and increased bad debt expense due to an increasing uninsured patient population. Bad Debt Expense / Net Revenue Source: Company filings, Wall Street Research. Note: Rural Index includes Health Management Associates, Community Health Systems and LifePoint Hospitals. Urban Index includes Triad, Universal Health Services and Tenet Healthcare. (1) LifePoint adjusted admissions excludes patients acquired through FY2005 acquisitions. (2) Hero bad debt expense includes uninsured discount. (2) (1)

Operational Metrics - Hero vs. Hospital Industry 2004-2005 Same Store Adjusted Admissions Growth 2004-2005 Cash Revenue / Same-Store Adjusted Admission Growth Bad Debt / 2005 Revenue 2005 EBITDA Margin Source: Company filings, Wall Street equity research. Note: Averages exclude Hero. Urban Average: 12.3% Rural Average: 18.3% Total Average: 14.8% Urban Average: 0.4% Rural Average: 1.1% Total Average: 0.7% Note: EBITDA is after minority interest, equity in earnings, and before gains on investments. (1) Despite higher than average bad debt expense, Hero has outperformed its urban hospital peers in terms of profitability. Source: Company Filings and Press Releases (1) Excluding uninsured discount, bad debt as a percentage of revenue would be 9.6%. Urban Average: 7.2% Rural Average: 15.4% Total Average: 10.7% Urban Average: 10.0% Rural Average: 9.6% Total Average: 10.3%

Source: FactSet Research Systems. Note: Hospital Index includes HMA, CYH, LPNT, TRI and UHS; excludes THC. Hero has traded in-line with the industry which has performed poorly since 2Q 2005 due to unfavorable operating trends. Stock Price Performance - Hero vs. Hospital Industry Expectation of improving bad debt trends drive multiple expansion leading to stock outperformance Lower than expected 2Q'05 results reinitiate a negative sentiment among investors and analysts on the sector

Hero Stock Price Performance Proposed Price: $48.75

Wall Street Sentiment on Hero Over Time Long-Term EPS Growth Rates Analysts' recommendations on Hero have worsened following a significant decline in long- term EPS growth expectations. Analyst Ratings on Hero Current 12/31/2005 12/31/2004 12/31/2003 12/31/2002 # of Ratings: 10 12 23 21 23 Source: FactSet Research Systems.

Historical Trading Analysis - LTM EBITDA Multiple Source: Factset Research Systems except Hero Enterprise Value / LTM EBITDA Multiples as per company filings. Note: Rural Index includes HMA, CYH and LPNT. Urban Index includes TRI and UHS; excludes THC. Reduced growth expectations have resulted in multiple compression. Hero 3 Year Average: 7.7x

Historical Trading Analysis - NTM P/E Multiple Reduced growth expectations have resulted in multiple compression however the PEG has remained relatively stable. Hospital Index Avg. Qtly. PEG Hero 3 Year Average: 15.0x Hospital Index 5 Year Average PEG: 1.00x Source: Factset Research Systems. Note: Hospital Index includes HMA, CYH, LPNT, TRI, UHS; excludes THC. Rural Index includes HMA, CYH and LPNT. Urban Index includes TRI and UHS; excludes THC.

2006 First Half Financial Performance Review 1H'2006 Financial Performance Relative to Budget Revenue - Admissions were 3.0% and 0.6% under budget in the Eastern and Western Groups, respectively Bad Debts - Better than expected bad debt expense Operating Expenses - Higher than expected expenses, particularly in the Central Group Investment Gains/Reversals - Gains on equity investments related to the insurance captive and reversal of malpractice reserve accruals have helped Hero's bottom line Reversals of $85 million in 1H'06 Realized gains of $100 million in 1H'06 Commentary Financial performance in the first half of 2006 was challenging for Hero.

Wall Street vs. Actual Results/Management Forecast EBITDA Hero's 2Q miss is disproportionately smaller than the expected 2007 shortfall. 2Q'2006 2006 2007 Earnings Per Share (EPS) $4,330 $4,598 Wall Street Consensus Hero Forecast Miss = 1.2% Difference = 1.0% Difference = 5.8% 2Q'2006 2006 2007 Miss = 8.0% Difference = 5.6% Difference = 15.1% ($ in millions) (2) (1) Preliminary and subject to confirmation. (2) Based on Management forecast including share repurchase effort. Gains/Reversals: $0.01 $0.17 Gains/Reversals: $9 $113 $68 $274 $0.10 $0.42 $50 $75 $0.08 $0.11 (1) (1)

Quality of Earnings Considerations While analysts are varied in their treatment of Investment Gains and Reserve Reversals, the proportion of 2Q earnings represented by these items could auger for further downward pressure on the shares. Summary of Historical Hero Earnings Despite reported results that exceeded or were generally in line with consensus estimates, Hero's share price was flat to down in the first two quarters where significant gain and reserve reversals were included in earnings.

Hero Trading Analysis CY 2006 Trading Statistics The discount to which Hero trades to its peers may be in part a reflection of an anticipated shortfall in earnings. EV / EBITDA P/E PEG CY 2007 Trading Statistics EV / EBITDA P/E PEG Note: PEG ratios are based on long-term EPS growth rates of: Hero Management with ongoing share repurchase (12.6%), Hero Wall Street (11.6%), Urban Average (12.4%), Rural Average (14.9%) for both 2006 and 2007.

Based on 2006 EBITDA Multiple Based on 2006 P/E Multiple Potential Stock Price Impact of 2006 Earnings Miss Hero could trade in the high $30s to low $40s following an announcement of its miss in the first half of 2006. Implied PEG Ratio 1.0x 1.1x 1.1x 1.2x 1.2x Notes: Based on 2006E EPS of $2.97 per Management forecast, (Base Case 2) pro forma for LifePoint. Blue line indicates Management forecast (Base Case 2) estimates including effect of share repurchase. Red line indicates implied share price based on 2006 EPS excluding gains on investments and reserve reversals ($2.69). (1) Based on 12.6% 2007-2011 growth as per Management forecast including share repurchase effort. Notes: Based on 2006E EBITDA of $3,990MM which is after minority interest, equity in earnings of affiliates, and stock-based compensation and before gains on investments. Pro forma for sale of LifePoint. Red line denotes implied price based on 2006 EBITDA excluding $85 million of reserve reversals ($3,905 million). Management Case (including Gains / Reversals) Management Case (excluding Gains / Reversals) $41.62 $42.60 $37.71 $42.59 2006 P/E Multiple Wall Street 14.0x 2006 EBITDA Multiple Wall Street 6.9x 2006 P/E Multiple Management 14.8x (1) 2006 EBITDA Multiple Management 7.0x $44.00 $41.22 $39.85 $44.00 Management Case (including Reversals) Management Case (excluding Reversals)

Potential Stock Price Impact of 2007 Earnings Shortfall The impact of full year 2007 guidance could be more negative than the reporting of 2Q results. Based on 2007 EBITDA Multiple Based on 2007 P/E Multiple Implied PEG Ratio 0.9x 1.0x 1.1x 1.2x 1.2x Notes: Based on 2007E EPS of $2.99 per Management forecast (Base Case 2) including share repurchase effort. Blue line indicates Management forecast. (Base Case 2) including share repurchase effort. Red line indicates implied share price based on 2007 EPS excluding gains on investments and reserve reversals ($2.91). (1) Based on 12.6% 2007-2011 growth as per Management forecast including share repurchase effort. Notes: Based on 2007E EBITDA of $4,092MM which is after minority interest, equity in earnings of affiliates and stock-based compensation and before gains on investments. Blue line indicates Management forecast (Base Case 2) estimates including share repurchase effort. Red line denotes implied price based on 2007 EBITDA excluding $25 million of reserve reversals ($4,067 million). 2007 P/E Multiple Wall Street 12.5x 2007 EBITDA Multiple Wall Street 6.5x $37.37 $36.44 $40.05 2007 P/E Multiple Management 14.7x 2007 EBITDA Multiple Management 6.9x $44.00 $44.00 $42.89 (1) Management Case (including Gains / Reversals) Management Case (excluding Gains / Reversals) Management Case (including Reversals) $39.66 $43.59 Management Case (excluding Reversals)

3. Hero Strategic Alternatives

Advantages Considerations Overview of Strategic Alternatives Maintain management focus on performance / opportunities No "transformational" decisions made at potential low in the industry cycle Markets have not rewarded recent Hero operational and financial structuring efforts Ability to pursue certain alternatives / options to maximize long-term value may be limited as a public company Use relative size to drive synergies through economies of scale Achieve a higher growth asset mix through select acquisitions Limited number of actionable acquisition opportunities Ability to "move the needle" will be challenging given Hero size relative to logical targets Most attractive targets will be expensive Ability to unlock value for shareholders via spin-off / split- off of certain assets Divestiture of underperforming assets that may be synergistic for another party Ability to "move the needle" may be challenging Potential for dis-synergies Potential for meaningful tax leakage with sale scenarios in divestiture scenario Significant immediate return of capital to shareholders through buyback and/or special divdend Increased leverage magnifies benefits to remaining equity holders Affirms management confidence in future business Increased risk to remaining shareholders Reduces financial flexibility due to higher leverage levels Create immediate shareholder value Opportunities to enhance operating performance may be greater as a private company Relieves existing shareholders of operational and reimbursement risks Transformational decision made at potential cyclical low in the industry cycle Ability to maximize value may be limited due to few, if any, strategic acquirers Risks to business if transaction does not close Strategic Alternatives Status Quo A Growth Through Acquisitions B Spin-off / Asset Divestitures C Leveraged Recap D Sale or Merger E

Hero Status Quo Risks / Considerations Business / Operating Strategy Focus on improving margins by continuing to develop solid expense controls (supplies, labor, bad debt expense) Consider in-market and out of market acquisitions Opportunistically build / buy specialty hospitals, imaging centers and rehabilitation facilities, etc. Continue to divest non-core assets to maintain focus and improve margins Ability to make strategic / operational decisions that "move the needle" is more limited as a public company - market focus on short-term results Near-term financial performance will likely put incremental downward pressure on Hero's shares Recent efforts to create shareholder value have not been rewarded due to market focus on macro environment Financial Strategy Utilize cash flow generation for internal / external projects with attractive ROIs Continue to pursue opportunistic share buybacks and increase dividend to accelerate cash return to shareholders A

Observations on Long-Term Financial Forecast Hero Management Financial Forecast Commentary Management projections based on current operating strategy and existing market environment Recent industry trends have created a more negative management outlook relative to Hero's historical performance: Admissions - Trends in overall admissions is expected to hamper revenue growth Uninsured - Patient mix will continue to drive bad debt and decrease overall margins Expense Reduction - Cost savings initiatives will be critical to maintaining overall financial performance Cash Flow - Substantial and increasing cash flow generation will allow management to pursue strategic opportunities and return capital to shareholders Industry Factors - A general recovery in the industry could have a meaningful positive impact on Hero's financial performance although Hero is subject to a number of operational risks as well A

Future Trading Analysis - P/E Multiple With Ongoing Share Repurchase up to 2.75x Leverage A Maintain 2.75x Debt / EBITDA Utilize cash flow and incremental debt capacity from EBITDA growth to repurchase stock on an ongoing basis 158 million shares repurchased between 2007- 2011 for $8.9 billion at an average price of $56.43 Future trading values based on current next twelve months (NTM) earnings multiple of 13.8x and 3 year average NTM earnings multiple of 15.0x (1) Stock price discounted to 6/30/06 at 8.5% cost of equity. Commentary

Hero Management Forecast Sensitivity Pricing Volume Self Pay / Uninsured Labor Costs Supply Costs Modest movements in key revenue and EBITDA drivers can have a meaningful impact on operating results and valuation. ($ in millions, except per share) A (1) Present value per share based on 7.2x multiple (equal to current Hero LTM EBITDA multiple) of 2009 EBITDA impact discounted back from 12/31/09 to 6/30/06 at cost of equity of 8.5%. (2) Based on 2004-2005 growth. (1) ($153) $151 1.0% (1.0%) ($355) $348 1.0% (1.0%) ($167) (0.5%) 0.5% $164 ($431) (0.5%) $435 0.5% ($239) $225 5.0% (5.0%)

Growth Through Acquisitions Hero could improve its growth and earnings profile through one or multiple acquisitions ($ in millions) B Hospitals Outpatient / Specialty Care Ancillary Services

Acquisition Landscape Moving the needle through acquisitions will be challenging given Hero's relative size and valuation. Long-Term Care Home Care Hospice Surgery Centers Dialysis Company's approximate size based on enterprise value is denoted by size of circle. B

Disaggregation / Non-Core Assets Divestitures Hero could potentially unlock value by spinning or splitting off certain businesses as well as considering the divestiture of underperforming or non-core assets C

Divestiture of Select / Underperforming Assets - Illustrative Analysis Selection Methodology(1) Potential Financial Impact Consider underperforming assets based on EBITDA margin and growth Preserve market grouping Total divestitures add up to ~25% of net revenue Considered 53 individual sub-markets and 174 facilities EBITDA margin ranges from 3.8% to 22.8% Operating Metrics C (1) Based on McKinsey analytics. Transaction Assumptions(1) Assumes underperforming hospital assets sold for 9.0x EBITDA for total proceeds of $6.4 billion and net proceeds of $5.1 billion Significant dissynergy due to lower operating leverage Unleveraged overhead Lost purchasing scale Lost managed care contracting in markets that have declined

Future Trading Analysis - P/E Multiple Divestiture of Underperforming Assets C Assumes underperforming hospital assets sold for 9.0x EBITDA for total proceeds of $6.4 billion and net proceeds of $5.1 billion Utilized $3.8 billion in proceeds to repurchase stock and $1.3 billion to pay down debt to maintain a 2.75x total debt / EBITDA ratio 208 million shares repurchased between 2007-2011 for $10.7 billion at an average price of $51.40 Future trading values based on current next twelve months (NTM) earnings multiple of 13.8x and 3 year average NTM earnings multiple of 15.0x Commentary (1) Stock price discounted to 6/30/06 at 8.5% cost of equity.

Preliminary Leveraged Recapitalization Analysis Key Considerations Hero could return a significant amount of cash to shareholders using two distinct techniques: Dutch Auction share repurchase or special dividend Opportunity to utilize excess debt capacity to deliver near-term value to shareholders (i.e., upfront cash plus retention of upside in the business) Precedent transactions indicate a positive impact on short-term stock price We believe that a Dutch Auction would allow Hero to return up to $4.5 billion to shareholders If Hero wished to maximize the size of the recap, it could execute a special dividend by itself or in combination with a Dutch Auction in an amount up to approximately $12 billion Sizing limited more by technical factors (e.g. number of shares sought relative to market cap and absolute scale of offer) than by Hero leverage capacity Only one precedent deal of this size ($4 billion tender by Kerr-McGee) Premium of 15-20% may be required to ensure success (higher premium than Hero's 2005 tender) Even at $4.5 billion in size (implies Debt / EBITDA of 3.7x), no material concerns about investor perceptions of leverage ratio Sizing limited primarily by Hero leverage capacity, although public investors' tolerance for leverage should also be considered Greater certainty of execution and no concept of a premium, but stock not retired Valuation trade-off may exist, at least in the near- term, as size of the dividend increases Hero may experience P/E multiple compression at higher leverage levels, but deleveraging should help multiple recover Dutch Auction Share Repurchase Special Dividend D

Future Trading Analysis - P/E Multiple Leveraged Recapitalization D Commentary Assumes Hero immediately repurchases 90 million shares at $50 per share for total consideration of $4.5 billion Pro forma Debt / EBITDA of 3.7x Two additional Dutch Auction repurchases executed in December 2008 and 2010 at a 20% premium to then-current share prices Repurchases sized so that pro forma Debt / EBITDA equals 4.0x 79.7 and 52.6 million shares repurchased, respectively at a prices of $55.27 and $77.50, respectively For future trading analysis, current 1 year forward P/E multiple of 13.8x based on Hero current NTM multiple (1) Stock price calculation assumes no premium paid in Dutch auction. Stock price and dividends discounted to 6/30/06 at 8.5% cost of equity.

Future Trading Analysis - P/E Multiple Special Dividend Hero pays a special dividend funded with debt based on Debt / EBITDA ratio of 5.5x Results in a dividend of $29.08 per share. In addition, holders retain 100% of their shares As initial leverage increases, potential exists for temporary multiple compression, but deleveraging over time should mitigate any multiple pressure For future trading analysis, assumes $12.0 billion dividend (5.5x Debt / EBITDA) and NTM P/E multiple compression of 20% in 2007E, 10% in 2008E, 5% in 2009E and 0% thereafter Comments (1) Stock price discounted to 6/30/06 at 8.5% cost of equity. D

Health Care Products Health Care Services Conglomerates with Health Care Interest Financial Sponsors Sample Companies Considerations / Issues Pfizer, Abbott, Medtronic Very different business model No / limited synergy Channel conflict Staff model precedents Limited synergies Contrary business objectives Focused principally on products, not services Labor intensive business model not consistent with current strategy Size of transaction may limit available alternatives Recent interest in space Merger or Sale E A merger with a strategic partner is challenging: Hero's size makes it difficult to be acquired by other smaller industry players Would be a large transaction indicating a new direction for any strategic acquirer Most realistic sale scenario for Hero is a sale to financial sponsor consortium United Healthcare, Wellpoint, Caremark, Medco Health General Electric, Siemens, Phillips, 3M KKR, Bain, Berkshire Hathaway, TPG, Blackstone, Apollo

4. Preliminary Valuation Summary

Hero Equity Value Per Share Preliminary Valuation Analysis ($ in millions) (1) Based on Hero Management forecast ("Base Case 2"). EBITDA is after minority interest, equity in earnings of affiliates and stock based compensation and before gains on investments. Pro forma for LifePoint sale. 2007 EPS assumes share repurchases up to 2.75x Debt / EBITDA. Proposed Price $48.75 Preliminary Valuation Other Financial Metrics Wall Street Analyst Price Target Discounted Cash Flow Analysis Selected Acquisitions Analysis Selected Companies Analysis 52 Week High / Low Premiums Paid Current Price $44.00 Leveraged Buyout Analysis 7.2x - 7.9x 7.0x - 7.7x 15.2x - 17.5x 15.1x - 17.4x 7.4x - 8.7x 7.2x - 8.5x 15.8x - 19.9x 15.7x - 19.7x 6.8x - 8.6x 6.7x - 8.4x 14.2x - 19.7x 14.1x - 19.5x 7.2x - 9.1x 7.0x - 8.9x 15.2x - 21.2x 15.1x - 21.1x FY2006E EBITDA FY2007E EBITDA FY2006E P/E FY2007E P/E 6.9x - 8.6x 6.8x - 8.4x 14.5x - 19.5x 14.4x - 19.4x 7.2x - 8.2x 7.0x - 8.0x 15.2x - 18.5x 15.1x - 18.4x 6.2x - 7.3x 6.0x - 7.1x 12.1x - 15.5x 12.0x - 15.4x $3,990 $4,092 $2.97 $2.99 Metric (1)

Preliminary Discounted Cash Flow Analysis

Preliminary Selected Companies Analysis 2006E P / E 2007E P / E 2006E EV / EBITDA 2007E EV / EBITDA Average 7.4x Average 8.1x Average 6.7x Average 7.1x Average 16.3x Average 15.1x Average 14.4x Average 13.3x Urban Rural Urban Urban Urban Rural Rural Rural

Preliminary Selected Transactions Analysis

Hero Premiums Paid Analysis

Wall Street Research Analyst Target Summary NA 15.0x 2007 EPS, 7x 2007 EBITDA, DCF 7.1x 2007 EBITDA 16.2x 2007 EPS 14.0x 2007 EPS, 7.0x 2007 EBITDA 14.5x 2007 EPS, 7.0x 2007 EBITDA 15.0x 2007 EPS 7.0x 2007 EBITDA 13.0x 2007 EPS 7.2x 2006 EBITDA 14.0x - 15.0x 2007 EPS 15.9x 2007 EPS 15.0x 2007 EPS 13.5x 2007 EPS Primary Valuation Method Mean $52.46 Median $53.00

5. Financing Considerations

Leveraged Buy-Out Financing Considerations Key Objectives: Maximize initial leverage Minimize blended cost of debt Adapt and size capital structure to support Hero's needs and ensure adequate liquidity Retain low-cost elements of current debt structure without limiting attractiveness of new debt Maximize security pool for new debt Approach: Keep existing senior notes outstanding without extending security Maximize use of structurally superior debt Unlock restricted collateral value Restricted Subsidiaries Unrestricted Subsidiaries Hero Parent Existing Senior Notes $1,400 EBITDA $2,841 33% % total 67% ($ in millions)

Summary of Buyer Group's Proposed Capital Structure Key Observations Structure contemplates keeping most of Hero's existing senior notes outstanding, thus lowering both funds raised and blended cost of debt Interest coverage and closing leverage ratios indicate a reasonably aggressive debt package, but our preliminary analysis suggests that the proposed financing is feasible $2 billion unfunded asset-backed revolver provides ongoing flexibility to fund operations and scheduled maturities ($ in billions) (1) As a multiple of LTM EBITDA of $4.241 billion (as of 6/30/06). (2) Facility may include an additional $2 billion of ABS revolver (unfunded at close). (3) Floating rate debt priced at LIBOR + 300bps Area.

Indicative Structuring Approach Hero Parent Unrestricted Subsidiaries Ultimate Parent NewCo II Restricted Subsidiaries ($ in millions) Key Observations Our preliminary structuring analysis yields a result similar to the Buyer Group's, suggesting the structure can achieve its intended results

Overview of Hero LBO Analysis Buyer Group Financing Structure Equity Returns - Exit Multiple and Operating Results Sensitivities (1) Source: Hero Management. Note: Case assumes a five-year exit. Closing balance sheet as of 12/31/06. Includes 10% management equity incentive plan; management receives 10% of the increase in equity value. (1) Exit multiple sensitivity case assumes leverage of 6.48x 6/30/06E LTM EBITDA. Operating results sensitivity assumes exit multiple of 7.2x in all cases. (2) Premium to stock price of $44.00 as of July 14, 2006. (3) Assumes 2006E EBITDA of $4,312 million. ($ in millions) Sources and Uses Note: Assumes PF EBITDA of $4,241 million, PF Cash Interest Expense of $2,360 million and PF CapEx of $1,795 million. (1) Operating metrics as of LTM 6/30/06. Pro Forma Credit Statistics(1)

Potential Role of Real Estate Financing in a Transaction Overview A CMBS financing would allow Hero to capitalize on the underlying value in its real estate, while lowering the cost of the pro forma capital structure We preliminarily believe that CMBS financing can play a role in the transaction Preliminary Sizing and Pricing Total capacity approximately $5 to $6 billion Pricing in the range of LIBOR + 50 - 150 bps, depending on structure Advantages Lower cost of capital than bank borrowings, which are currently the least expensive form of new capital Assess depending on structure, may modestly increase overall leverage capacity CMBS sold to a distinct set of investors and thus could enhance the execution of the overall financing Issues Timing of appraisals (30 to 60 days) Initial commitment of funds (conditional upon approvals, etc.) Impact on collateral package for other senior lenders

6. Next Steps

Special Committee Next Steps Assess attractiveness of Proposal relative to the risk/upside inherent in management plan If the Special Committee determines that the offer is sufficiently attractive to continue discussions with the Buyer Group, then it should address the following: Pricing Financing certainty (commitments) and potential alternative financing structures Merger agreement Diligence schedule Develop communication plan to respond to Buyer Group Assess timing on pre-announcement of earnings in relation to transaction Assess desire/feasibility/timing of approaching alternative bidders Agree to timetable/process if appropriate

Illustrative Timetable - Announcement to Closing 30 Days (assuming no HSR second request) 20 Business Days 5 Business Days Announcement File Preliminary Proxy Statement with SEC File HSR Pre-Merger Notification July 25 Mid August Receipt of SEC Comments HSR Clearance Mid September 15 Business Days Resolve SEC Comments 3-4 Weeks Early / Mid October Mail Proxy / Prospectus to Shareholders Shareholder Vote (assuming no HSR second request) Early / Mid November Closing End of November A transaction could be completed by the end of 2006.

Appendix

A. Supplemental Valuation Materials

Hero Acquisition Matrix

Selected Companies Analysis - Hospitals

Selected Companies Analysis - Surgical Centers

Wall Street Estimates vs. Actual and Management Case Near-to-mid term results for Hero are expected to be below Wall Street estimates.

Selected Transactions Back-up Information (1) Represents LTM EBITDA margin, unless noted.

Selected Transactions Back-up Information (cont'd)

Premiums Paid in Large LBO Transactions

Premiums Paid in Large U.S. Public Cash Transactions

Premiums Paid in Selected Transactions

WACC Analysis - Hospitals

B. Share Repurchase / Recapitalization Analysis

Self-Tenders By Large Cap Companies Self-Tender Offers by Companies with Market Caps over $1.5 billion - January 2000 to Current Source: Credit Suisse, Birinyi Associates, FactSet Research Systems, Company filings.

Hero Precedent Self-Tender - 2004 On October 13, 2004, HCA Inc. lowered its Q3 earnings guidance and announced a tender offer for up to 61 million shares Tender price range of $35.00 - $41.00 or (6.3%) discount to 9.7% premium The tender was later increased to 62.6 million shares at $39.75 ($2.5 billion) The tender was initially financed by borrowings of $1.25 billion under a new $2.5 billion credit facility and $1.25 billion under a new short-term loan facility On November 19, the short-term loan facility was refinanced with $500 million of 5.5% Notes due 2009 and $750 million of 6.375% Notes due 2015 The rating agencies downgraded HCA to BB+/Ba2 from BBB-/Ba1 following announcement of the tender S&P justified the downgrade by noting that "the magnitude of the transaction is indicative of a financial policy that is no longer consistent with an investment-grade rating" Equity research analysts reduced their HCA price targets following the guidance revision, but identified the tender as "the one positive in the release" Transaction Overview Sources & Uses Pro Forma Capitalization

Hero Precedent Self-Tender - 2004 Stock Price Performance NTM P/E Multiple 10/13/04: Hero announces tender for approximately 13.5% of its shares. (September 13, 2004 - December 11, 2004) (September 13, 2004 - December 11, 2004) Source: FactSet. Source: FactSet. 10/13/04: Hero announces tender for approximately 13.5% of its shares. 11/12/04: Hero announces preliminary results indicating the tender exceeded the repurchase target. 11/12/04: Hero announces preliminary results indicating the tender exceeded the repurchase target.

Hero Precedent Self-Tender - 2005 Sources and Uses ($ in millions) Pro Forma Capitalization ($ in millions) On October 13, 2005, in conjunction with pre-release of Q3 2005 earnings, Hero announced a Dutch auction self tender offer for $2,325 million but only repurchased about $1,325 million Tender price range of $43.00 - $50.00 or (7.9%) discount to 7.1% premium

Hero Precedent Self-Tender - 2005 Stock Price Performance NTM P/E Multiple 10/13/05: Hero announces tender for approximately 11.5% of its shares. (September 13, 2005 - December 14, 2005) (September 13, 2005 - December 14, 2005) Source: FactSet. Source: FactSet. 10/13/05: Hero announces tender for approximately 11.5% of its shares. 11/15/05: Hero announces preliminary results indicating the offer only resulted in about 55% of shares tendered. 11/15/05: Hero announces preliminary results indicating the offer only resulted in about 55% of shares tendered.

CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse ("CS") in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with CS. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by CS. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. CS assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and CS assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. CS has adopted policies and guidelines designed to preserve the independence of its research analysts. CS's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. CS's policies prohibit research analysts from being compensated for their involvement in investment banking transactions.

EX-99.(C)(4)

Exhibit (c)(4)

Project Hero Presentation to the Board of Directors CONFIDENTIAL July 23, 2006 THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A WRITTEN AGREEMENT WITH CREDIT SUISSE AND MORGAN STANLEY.

Table of Contents 1. Overview of Proposal 2. Situation Overview 3. Valuation Summary 4. Financing Considerations 5. Next Steps Appendix A. Supplemental Valuation Materials

1. Overview of Proposal

Introduction During today's meeting, Credit Suisse and Morgan Stanley will evaluate the Buyer Group's Proposal to acquire Hero for $51 per share in cash. In addition, we will review the following topics for Hero's Board of Directors: Assessment of Hero's current situation Valuation of Hero Analysis of the Buyer Group's financing structure Potential next steps and transaction timing

Overview of Buyer Group Proposal Implied Premiums and Multiples Sources and Uses(4) Note: Financials based on management forecast. EBITDA is before minority interest and after equity in earnings of affiliates and gains on investments. All trading data is as of 7/18/06, except current price. Shares outstanding as of 6/30/06. (1) Net debt as of 6/30/06 per management (includes minority interest). Net debt does not include equity and preferred securities held at insurance captive. (2) Pro forma for LifePoint sale completed on June 30, 2006. (3) Includes share repurchase to maintain 2.75x Total Debt / EBITDA. Source: Provided by Buyer Group. (4) Assumes December 31, 2006 closing date. (5) Includes rollover of existing long-term leases. (6) LTM EBITDA of $4,241 million as indicated by advisors of the Buyer Group.

Overview of Financing Commitments The Buyer Group's commitment letters are generally reflective of the current market standard in going private transactions and have fairly limited conditionality. The Buyer Group has submitted draft debt commitment letters from Merrill Lynch, Citigroup, BofA and JPMorgan $16.8 billion of senior secured credit facilities $5.7 billion of senior secured second lien bridge loans Financing commitments are not subject to the successful syndication of the new credit facilities however, there is pricing and structure flex Bridge loan facility available in the event the bonds are not placed prior to closing Funding of bridge conditioned upon delivery of offering memorandum no less than 20 business days prior to funding facilities Company to use commercially reasonable efforts to ensure underwriter has 20 consecutive business days to market the bonds after receipt of offering memorandum The commitment letters generally have the same conditionality as in the Merger Agreement Material Adverse Effect definition conformed Reps generally match to Merger Agreement Termination date must be made consistent with Merger Agreement End Date Equity requirement equal to 15% of pro forma capitalization Current sources and uses implies equity equal to 16% of pro forma capitalization Draft equity commitment letters delivered by the Buyer Group

Financing Considerations Overview Key Observations The Buyer Group's financing structure contemplates a leverage multiple of 6.6x based on LTM EBITDA of $4,241 million (6/30/06) Keeping the existing debt outstanding is an important part of the capital structure Our analysis suggests that the proposed financing is feasible with respect to the amount of debt placed on the Company While the amount of bank and bond proceeds being raised will represent among the largest such offerings ever, the Buyer Group's financing commitment provides limited conditionality Based on the Buyer Group's Proposal, returns to equity investors are in the range of 15% - 22%, assuming an exit in year 5 at a 7.2x-8.0x multiple of LTM EBITDA The Buyer Group has indicated a long-term exit expectation (6-8 years) which, were it to occur, may lower the return Buyer Group returns may also be materially impacted depending on operating performance. A 50 bps increase in EBITDA margin would lead to approximately 3% of incremental return Based on our assessment of the Buyer Group's proposal, the contemplated financing structure is feasible.

2. Situation Overview

Hero Situation Overview Hero's world class management team has created the industry leader Strong cash flow allowing for substantial capital investments and dividend / share repurchases Thoughtful business development initiatives in the face of significant competitive threats and challenging industry dynamics Respectable growth in pricing from payor community Numerous initiatives to create operational efficiencies and reduce expenses However, industry dynamics have created significant challenges Volume growth is down - competition from not-for-profits, outpatient centers and specialty hospitals Uncompensated care is growing rapidly Operating expenses are outpacing pricing increases - labor shortages, unions & supply costs Numerous earnings misses and quality of earnings issues Investors and research analysts are increasingly focused on key sector challenges and as a result: Multiple compression A more skeptical view of future prospects (concerns regarding growth are exacerbated by Hero's size) Concerns over near term shortfall in consensus EPS

Key Industry Trends Same Store Adjusted Admissions Growth The growth and profitability of the hospital industry has been negatively impacted by slowing admissions growth and increased bad debt expense due to an increasing uninsured patient population. Bad Debt Expense / Net Revenue Source: Company filings, Wall Street Research. Note: Rural Index includes Health Management Associates, Community Health Systems and LifePoint Hospitals. Urban Index includes Triad, Universal Health Services and Tenet Healthcare. (1) LifePoint adjusted admissions excludes patients acquired through FY2005 acquisitions. (2) Hero bad debt expense includes uninsured discount. (2) (1)

Operational Metrics - Hero vs. Hospital Industry 2004-2005 Same Store Adjusted Admissions Growth Q1'05-Q1'06 Same-Store Revenue / Adjusted Admission Growth Bad Debt / 2005 Revenue 2005 EBITDA Margin Source: Company filings, Wall Street equity research. Note: Averages exclude Hero. Urban Average: 12.3% Rural Average: 18.3% Total Average: 14.8% Urban Average: 0.4% Rural Average: 1.1% Total Average: 0.7% Note: EBITDA is after minority interest, equity in earnings, and before gains on investments. (1) Despite higher than average bad debt expense, Hero has outperformed its urban hospital peers in terms of profitability. Source: Company Filings, Press Releases and Wall Street Research. (1) Excluding uninsured discount, bad debt as a percentage of revenue would be 9.6%. Urban Average: 5.2% Rural Average: 7.3% Total Average: 6.1% Urban Average: 10.0% Rural Average: 9.6% Total Average: 10.3%

Source: FactSet Research Systems. Note: Hospital Index includes HMA, CYH, LPNT, TRI and UHS; excludes THC. Stock price data up to 7/18/06. Hero has traded in-line with the industry which has performed poorly since 2Q 2005 due to unfavorable operating trends. Stock Price Performance - Hero vs. Hospital Industry Expectation of improving bad debt trends drive multiple expansion leading to stock outperformance Lower than expected 2Q'05 results reinitiate a negative sentiment among investors and analysts on the sector

Hero Stock Price Performance Offer Price: $51.00 Source: FactSet Research Systems. Note: Stock price data up to 7/18/06, except current price. All average, high and low data is as of 7/18/06.

Wall Street Sentiment on Hero Over Time Long-Term EPS Growth Rates Analysts' recommendations on Hero have worsened following a significant decline in long- term EPS growth expectations. Analyst Ratings on Hero Current 12/31/2005 12/31/2004 12/31/2003 12/31/2002 # of Ratings: 10 12 23 21 23 Source: FactSet Research Systems. Note: As of 7/18/06.

Historical Trading Analysis - LTM EBITDA Multiple Source: Factset Research Systems except Hero Enterprise Value / LTM EBITDA Multiples as per company filings. Note: Rural Index includes HMA, CYH and LPNT. Urban Index includes TRI and UHS; excludes THC. Data is up to 7/18/06. Reduced growth expectations have resulted in multiple compression. Hero 3 Year Average: 7.7x

Historical Trading Analysis - NTM P/E Multiple Reduced growth expectations have resulted in multiple compression however the PEG has remained relatively stable. Hospital Index Avg. Qtly. PEG Hero 3 Year Average: 15.1x Hospital Index 5 Year Average PEG: 1.00x Source: Factset Research Systems. Note: Hospital Index includes HMA, CYH, LPNT, TRI, UHS; excludes THC. Rural Index includes HMA, CYH and LPNT. Urban Index includes TRI and UHS; excludes THC. Stock price data up to 7/18/06.

2006 First Half Financial Performance Review Revenue - Admissions were 3.0% and 0.6% under budget in the Eastern and Western Groups, respectively Bad Debts - Better than expected bad debt expense Operating Expenses - Higher than expected expenses, particularly in the Central Group Investment Gains/Reversals - Gains on equity investments related to the insurance captive and reversal of malpractice reserve accruals have helped Hero's bottom line Commentary Financial performance in the first half of 2006 was challenging for Hero. Warningcheck ($ in millions, except per share amounts) note in source file ($ in millions, except per share amounts) 1H'2006 Financial Performance Relative to Budget

Wall Street vs. Actual Results/Management Forecast EBITDA Hero's 2Q miss is disproportionately smaller than the expected 2007 shortfall. 2Q'2006 2006 2007 Earnings Per Share (EPS) $4,330 $4,598 Wall Street Consensus Hero Forecast Miss = 1.2% Difference = 1.0% Difference = 5.8% 2Q'2006 2006 2007 Miss = 8.0% Difference = 5.8% Difference = 15.3% ($ in millions) (2) Note: As of 7/18/06. (1) Preliminary and subject to confirmation. (2) Based on Management forecast including share repurchase effort. Gains/Reversals: $0.01 $0.17 Gains/Reversals: $9 $113 $68 $274 $0.10 $0.42 $50 $75 $0.08 $0.11 (1) (1)

Quality of Earnings Considerations While analysts are varied in their treatment of Investment Gains and Reserve Reversals, the proportion of 2Q earnings represented by these items could lead to further downward pressure on the shares. Summary of Historical Hero Earnings Despite reported results that exceeded or were generally in line with consensus estimates, Hero's share price was flat to down in the first two quarters where significant gain and reserve reversals were included in earnings.

Hero Trading Analysis CY 2006 Trading Statistics The discount to which Hero trades to its peers may be in part a reflection of an anticipated shortfall in earnings. EV / EBITDA P/E PEG CY 2007 Trading Statistics EV / EBITDA P/E PEG Note: PEG ratios are based on long-term EPS growth rates of: Hero Management with ongoing share repurchase (12.8%), Hero Wall Street (11.6%), Urban Average (12.4%), Rural Average (14.9%) for both 2006 and 2007. Data as of 7/18/06.

3. Valuation Summary

Hero Equity Value Per Share Valuation Analysis ($ in millions) Proposed Price $51.00 Valuation Other Financial Metrics Wall Street Analyst Price Target Discounted Cash Flow Analysis Selected Acquisitions Analysis Selected Companies Analysis 52 Week High / Low Premiums Paid Unaffected Price $43.29 Leveraged Buyout Analysis 7.2x - 8.0x 7.0x - 7.8x 15.2x - 17.5x 15.1x - 17.4x 7.5x - 8.7x 7.3x - 8.5x 16.2x - 19.9x 16.1x - 19.7x 6.9x - 8.0x 6.7x - 7.8x 14.2x - 17.7x 14.1x - 17.6x 7.2x - 9.2x 7.0x - 8.9x 15.2x - 21.2x 15.1x - 21.1x FY2006E EBITDA FY2007E EBITDA FY2006E P/E FY2007E P/E 7.0x - 8.6x 6.8x - 8.4x 14.5x - 19.5x 14.4x - 19.4x 7.2x - 8.3x 7.0x - 8.1x 15.2x - 18.5x 15.1x - 18.4x 6.3x - 7.3x 6.1x - 7.1x 12.1x - 15.5x 12.0x - 15.4x $3,990 $4,092 $2.97 $2.99 Metric (1) ($ in millions, except per share amounts) Note: Unaffected price as of 7/18/06. (1) Based on Hero Management forecast. EBITDA is after minority interest, equity in earnings of affiliates and stock based compensation and before gains on investments. Pro forma for LifePoint sale. 2007 EPS assumes share repurchases up to 2.75x Debt / EBITDA.

Discounted Cash Flow Analysis Note: UFCF discounted to 6/30/06. Cash and debt balance per management estimates for 6/30/06. Enterprise value adjustments for equity value include $11,664 million of total debt, $736 million of cash and $735 million of insurance subsidiary investments in equity securities. Pro forma for LifePoint sale. (1) EBITDA utilized is after minority interest, equity in earnings of affiliates, and stock-based compensation, and is before gains on investments. (2) Implied terminal perpetuity growth based on 2011 adjusted UFCF where depreciation and amortization equals capital expenditures.

Selected Companies Analysis 2006E P / E 2007E P / E 2006E EV / EBITDA 2007E EV / EBITDA Urban Rural Urban Urban Urban Rural Rural Rural Average 7.8x Average 7.9x Average 7.0x Average 6.9x Average 16.4x Average 15.1x Average 14.5x Average 13.2x

Selected Transactions Analysis

Hero Premiums Paid Analysis Source: SDC. Note: Unaffected price as of 7/18/06. All trading data as of 7/18/06. Except for large LBO transactions, transactions include U.S. transactions only greater than $50 million and are from 12/31/2000 to present. (1) Includes all transactions with deal value of greater than $50 million. (2) Includes worldwide LBO transactions over the last 10 years in excess of $3.0 billion.

Wall Street Research Analyst Target Summary 14-16x NTM EPS estimate 1-yr from now 15.0x 2007 EPS, 7x 2007 EBITDA, DCF 7.1x 2007 EBITDA 16.2x 2007 EPS 14.0x 2007 EPS, 7.0x 2007 EBITDA 14.5x 2007 EPS, 7.0x 2007 EBITDA 15.0x 2007 EPS 7.0x 2007 EBITDA 13.0x 2007 EPS 7.2x 2006 EBITDA 14.0x - 15.0x 2007 EPS 15.9x 2007 EPS 15.0x 2007 EPS 13.5x 2007 EPS Primary Valuation Method Mean $52.46 Median $53.00 Note: As of 7/18/06.

Equity Research Reaction to 7/19 WSJ Article The analyst community generally understands the logic of going private, although some question the ability of the buyers to raise sufficient debt to finance a transaction. "We have offered the view for some time that the economic profile of the hospital sector has been deteriorating... In fact, in addition to the cyclical downturn that we have characterized as the "Push Back", we have argued that the hospital sector is indeed in secular decline. LBOs today, like in the late 1980s, are a logical outcome in terms of strategic change." (Kenneth Weakley, UBS, 7/19/06) "...our read is that it was likely the size of the transaction, rather than the perceived value of the company that was the "deal breaker". In other words, we think the potential buyers just didn't have enough money to go higher, even if they wanted to, given about $18 billion in market cap and $11 billion in debt at Hero. Reportedly, both parties were about 10% apart on price." (Andrea J Dirnagl, JP Morgan, 7/19/06) "Hero's current size ($11 billion in debt, $17.7 billion in equity market capital) has always been the biggest challenge to a transaction, in our view. The amount of debt financing that would have been required is exceptionally large in the current high yield environment. Having said that, we note that most of the company's outstanding $11 billion in debt is publicly traded and would not need to be refinanced per the debt covenants, making a transaction somewhat more viable than if the entire debt structure had to be refinanced." (A.J. Rice, Merrill Lynch, 7/20/06) "The biggest challenge for Hero in doing a transaction such as this is the potential deal size (likely in excess of $30 billion)...it could be difficult issuing $15-$16 billion of additional debt in the current market. Nonetheless, it would not be impossible, in our view. Also, we are not aware of any restrictions in its current debt from doing this deal." "The key issues continue to be higher than normalized bad debt expense, resulting from continued growth in the uninsured. At the same time, hospitals are suffering from very weak volume trends, due to changes in health benefit design and the uninsured too. We do not anticipate either of these trends improving in the near-term. However, we view these issues as cyclical, rather than secular changes. As a result, it is logical that companies may want to wait it out as a private entity, while focusing on improving its operations, and come public again in a more hospitable environment." (Adam Feinstein, Lehman Brothers, 7/19/06)

4. Financing Considerations

Leveraged Buy-Out Financing Considerations Key Objectives: Maximize initial leverage Minimize blended cost of debt Adapt and size capital structure to support Hero's needs and ensure adequate liquidity Retain low-cost elements of current debt structure without limiting attractiveness of new debt Maximize security pool for new debt Approach: Keep existing senior notes outstanding without extending security Maximize use of structurally superior debt Unlock restricted collateral value Restricted Subsidiaries Unrestricted Subsidiaries Hero Parent Existing Senior Notes $1,400 EBITDA $2,841 33% % total 67% ($ in millions)

Summary of Buyer Group's Capital Structure Key Observations Structure contemplates keeping most of Hero's existing senior notes outstanding, thus lowering both funds raised and blended cost of debt Interest coverage and closing leverage ratios indicate a reasonably aggressive debt package, but our preliminary analysis suggests that the proposed financing is feasible $4 billion of revolving credit facilities, with approximately $2 billion of unfunded capacity at closing provides ongoing flexibility to fund operations and scheduled maturities ($ in billions) (1) As a multiple of LTM EBITDA of $4.241 billion (as of 6/30/06). (2) Facility includes a $2 billion ABS revolver ($1.75 billion funded at close) and $2 billion senior secured revolver ($50 million funded at close). (3) Floating rate debt priced at LIBOR + 250bps (with exception of ABS revolver priced at L+175bps).

Hero LBO Analysis Based on Buyer Group Proposal and Financing Structure Equity Returns - Exit Multiple and Operating Results Sensitivities (1) Source: Hero Management. Note: Case assumes a five-year exit. Closing balance sheet as of 12/31/06. Includes 10% management equity incentive plan; management receives 10% of the increase in equity value. (1) Exit multiple sensitivity case assumes leverage of 6.60x 6/30/06E LTM EBITDA. Operating results sensitivity assumes exit multiple of 7.6x in all cases. (2) Premium to unaffected price of $43.29 as of 7/18/06. (3) Assumes 2006E EBITDA of $4,312 million. Sources and Uses Note: Assumes PF EBITDA of $4,241 million, PF Cash Interest Expense of $2,326 million and PF CapEx of $1,795 million. (1) Operating metrics as of LTM 6/30/06. Pro Forma Credit Statistics(1)

5. Next Steps

Timetable - Announcement to Closing 30 Days (assuming no HSR second request) 20 Business Days 20 Business Days Announcement File Preliminary Proxy Statement with SEC File HSR Pre-Merger Notification July 24 Mid August Receipt of SEC Comments HSR Clearance Mid September 15 Business Days Resolve SEC Comments 3-4 Weeks Early / Mid October Mail Proxy / Prospectus to Shareholders Shareholder Vote (assuming no HSR second request) Early / Mid November Closing Early / Mid December A transaction could be completed by the end of 2006. Debt Marketing Period

Solicitation Process Overview Assuming a 45 day period for solicitation of other potential buyers following execution of the Merger Agreement, the Company could undertake the following process: Phase 1 (~2 weeks) Contact buyers and solicit interest Sign CAs and send confidential information package Initial due diligence calls with management Receive initial indications of interest Phase 2 (~4 weeks) For selected bidders, grant access to data room and management presentations Invite bidders to submit merger agreement mark-up Receive final bids (merger agreement and financing commitments) If final bid(s) received is or could reasonably be expected to result in a Superior Proposal, discussions with such parties may continue into No Solicitation Period If Board concludes that a Superior Proposal has been received, it may withdraw its recommendation for the original transaction and/or terminate the merger agreement (but will be obligated to pay Termination Fee)

Solicitation Process Timetable Note: Assumes 45 day period for solicitation of other potential buyers.

Appendix

A. Supplemental Valuation Materials

Hero Detailed Financial Summary Historical Performance

Hero Detailed Financial Summary (cont'd) Projected Performance (Based on Management Forecast)

Discounted Cash Flow Analysis Detailed Summary Note: Note: UFCF discounted to 6/30/06. Cash and debt balance per management estimates for 6/30/06. Enterprise value adjustments for equity value include $11,664 million of total debt, $736 million of cash and $735 million of insurance subsidiary investments in equity securities. Pro forma for LifePoint sale. (1) EBITDA utilized is after minority interest, equity in earnings of affiliates, and stock-based compensation, and is before gains on investments. (2) Implied terminal perpetuity growth based on 2011 adjusted UFCF where depreciation and amortization equals capital expenditures.

Selected Companies Analysis - Hospitals

Wall Street Estimates vs. Actual and Management Case Near-to-mid term results for Hero are expected to be below Wall Street estimates.

Selected Transactions Back-up Information (1) Represents LTM EBITDA margin, unless noted.

Selected Transactions Back-up Information (cont'd)

Premiums Paid in Large LBO Transactions

Premiums Paid in Large U.S. Public Cash Transactions

WACC Analysis - Hospitals

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EX-99.(C)(5)

Exhibit (c)(5)

Forecasting EBITDA Performance Presentation to Special Committee of Board July 17, 2006 CONFIDENTIAL This report is solely for the use of client personnel. No part of it may be circulated, quoted, or reproduced for distribution outside the client organization without prior written approval from McKinsey & Company. This material was used by McKinsey & Company during an oral presentation; it is not a complete record of the discussion.

EXECUTIVE SUMMARY Our "base" estimate of annual EBITDA growth for HCA is 1.4% over the next 3 years This estimate is lower than management's projection (3.0%) by 160 basis points. The key sources of that difference are: Lower incremental collections improvement on bad debt accounts Lower growth in the net revenue per adjusted admission for commercial payors and Medicare Lower assumptions on future labor productivity gains Our forecast was built by looking at the five fundamental drivers of overall profitability - net revenue per adjusted admission (NR/AA), volume, provision for bad debt, labor cost, and supplier cost These 5 "driver" forecasts were built "outside-in" using external market data for validation wherever possible Going forward, 2007 EBITDA could be as much as $150-200 million above or below our base case projections under most likely scenarios In years beyond 2007, it is unlikely HCA would have multiple consecutive years of "extreme" over / underperformance

OUR FORECAST IS BASED ON PROJECTIONS FOR 5 KEY PERFORMANCE DRIVERS THAT MAKE UP THE MAJORITY OF REVENUES AND COSTS * Based on management's 2006 projection ** Uses management estimates for international revenues (3% of revenues) and non-patient revenues (3%) *** Uses management estimates for 18% of costs for other operating expenses (including rents and leases, insurance etc), and also equity earnings in affiliates and gains on sales of investments Source: HCA internal data; team analysis Breakdown of 2006 estimated EBITDA* $, millions 1,454** 25,199 Revenue 3,666*** Costs 4,312 EBITDA Areas of McKinsey focus Factors we looked at to build forecast model 5 Bad debt (12%) 4 Supplies (20%) 3 Labor (51%) 82% of cost captured in model 2 Net revenue/AA 1 Volume 94% of revenue captured in model # 23,745

MCKINSEY EBITDA GROWTH PROJECTION IS 1.6% BELOW MANAGEMENT'S * Cash NR/AA excluding bad debt Source: Team analysis; HCA company data Historical performance (2003-05) Management projection (2006-09) Pessimistic Base Optimistic Supply cost/AA 7.1 7.7 9.6 7.8 6.2 Provision for Bad Debt 19.0 12.3 21.1 16.5 12.2 Volume 1.4 1.4 0.7 1.3 1.6 Net Revenue/ AA 6.2 5.7 5.3 5.9 6.4 Labor cost/AA 5.4 5.0 5.8 4.9 4.0 Total EBITDA 3.0 1.4 McKinsey Projection (2006-09) Percent CAGR 4.5 {4.8}* {5.1}* 1 2 3 4 5

OUR 2009 EBITDA PROJECTION IS $220M LESS THAN MANAGEMENT'S - DRIVEN MAINLY BY COMMERCIAL REIMBURSEMENT AND COLLECTIONS Difference in 2009 EBITDA between McKinsey and management projections attributable to differences in each driver $ millions * Net of $250m of revenue from self pay ** Bad debt differential has been adjusted to be consistent with NR/AA adjustment *** Supply cost difference lower than projection differential would suggest because of volume projection lower than management's **** Uses management projections for other operating expenses, international operations and gains from sale Source: HCA Company data; team analysis Net revenue per AA* Volume Bad debt ** Labor Supplies*** Total**** - -220

OUR CURRENT PERSPECTIVES ON SEVERAL UNDERLYING FACTORS ARE DIFFERENT FROM WHAT WE PROJECTED IN 2004 Supply cost/AA Provision for Bad Debt Net Revenue/ AA Volume Labor cost/AA Competitive intensity higher (e.g., new hospital capacity, physician syndication) HCA's investments in new outpatient facilities have slowed relative to industry Unfavorable shifts within / among commercial payors eroding solid negotiated levels Higher than expected increases in self-pay revenues (both price and volume) Better than expected collection rates Wages increases moderating due to significant increase in graduating nurses Benefit growth slowing as health insurance costs moderate Expectations on volume-linked productivity lower No major new devices or blockbuster drugs on horizon - - - - - - - - + + Projected 2005 annual EBITDA growth 7.3% vs. 7.9% actual, however, management projects ~flat growth for 2006 + + - -

NR/AA GROWTH IS PROJECTED TO SLOW FROM 2005 LEVELS TO 5.9% Source: Team analysis Components/ methodology Top-line forecast Biggest sources of variability Large "open" (i.e., still to be negotiated) commercial contracts Changes in government funding NR/AA is projected to slow compared to 2005 - which was an exceptional year Modest reductions in Commercial and Medicare reimbursement Increasing mix shifts (across / between payors and SLs) - reducing NR/AA by 40 basis points EBITDA impact largely driven by Commercial and Medicare reimbursement Commercial increases must cover "insufficient" reimbursement from all other payors Our forecast is based on trend estimates for each payor Plus adjustments for payor mix/shifts, SL mix, and uncompensated care 8 Breakdown of 2006 revenue Percent 8 Self-pay Medicaid Medicare 27 57 8 Commercial 1

Percent CAGR MCKINSEY NR/AA GROWTH PROJECTION IS .3% BELOW MANAGEMENT'S ON CASH BASIS Price trend * Adjusts historical for reclassification of Managed Medicaid (dropping Medicaid from 7.2 to 3.0% growth & increasing commercial from 6.3 to 6.9%) ** Could not get accurate number for 2003-2004 commercial growth and Medicaid growth because of misclassification between these tow segments *** Calculated EBITDA impact of payer mix shift translated into NR/AA impact; presented for informational purposes - not included in NR/AA number because it would be double counting with bad debt projections **** Reflects fact that uncompensated care adjustments will accelerate over time Source: Team analysis; HCA Company data Optimistic Base McKinsey projection (2006-09) Historical performan. (2003-04) Historical adjusted* (2004-05) Management projection (2006-09) Pessimistic Service line mix 6 Uncompensated care adjustment**** 7 1 Medicare 2 Medicaid 3 Self-pay Commercial 4a Trend 4b Plan mix shift Total commercial Weighted average CAGR Net rev/AA CAGR 3.9 N.A** 10.8 N/A N/A N/A** 5.5 N/A N/A 5.5 5.4 3.0 12.8 7.2 - -0.3 6.9 6.9 N/A N/A 6.9* 4.1 0.7 7.9 N/A N/A 6.8 N/A N/A N/A 5.7 3.5 1.0 9.0 6.7 - -0.4 6.3 5.5 0.0 - -0.2 5.3 3.8 1.5 10.0 6.9 - -0.3 6.6 5.8 0.1 - -0.1 5.9 4.0 2.0 12.0 7.0 - -0.2 6.8 6.3 0.1 0.0 6.4 4 Payor mix shift*** N/A N/A N/A N/A N/A N/A 5 1 {4.8} {5.1}

AA VOLUME IS PROJECTED TO INCREASE AT 1.3% ANNUALLY, IN LINE WITH RECENT HISTORY Source: Team analysis Volume growth will remain low (in line with recent history) Declines in inpatient share and medical practice changes continue to offset 2%+ demographic growth in HCA markets While outpatient boosts growth, it is doing so at a slower rate Top-line forecast One-time events - primarily severity of flu seasons Competitor capacity investments, particularly if Specialty Hospital Moratorium is lifted Biggest sources of variability Long-term volume growth is driven by "fundamental" trends in demographics, medical practice, and market share In a given period, one-time events and regulatory changes (e.g., hurricanes, flu seasons, reclassifications) can create volatility We used only "fundamental" factors in creating forecast as impact of one-time events difficult to predict Components/ methodology 78 2

1.3 Base 2.0 (0.5) 0.6 (0.8) Source: Team analysis; HCA Company data MCKINSEY VOLUME GROWTH PROJECTION IS .1% BELOW MANAGEMENT'S Percent CAGR McKinsey projection (2006-09) Demographics Medical practice Outpatient Total AA volume Market share Management projection (2006-09) N/A N/A N/A 1.4 N/A Pessimistic 1.9 (0.6) 0.6 0.7 (1.2) Optimistic 2.1 (0.5) 0.6 1.6 (0.6) Historical performance (2003-05) (0.4) 2.0 (0.5) 1.0 1.4 (0.7) One-time adjustments 2 N/A N/A N/A N/A

PROVISION FOR BAD DEBT ("PBD") IS PROJECTED TO CONTINUE INCREASING AT A HIGH (16.5%) ANNUAL RATE Source:Team analysis Components/ methodology Top-line forecast Biggest sources of variability Growth in uninsured (i.e., self-pay) admissions Regulatory actions related to uninsured coverage PBD will continue to grow rapidly, but at a slightly lower rate Growth substantially driven by ~19% increase in self-pay revenues McKinsey projection ~400 basis points higher than management's largely due to different assumptions on collections rate improvement and self-pay price increases - collections rate is main EBITDA driver 78 PBD growth substantially driven by increases in self-pay revenue (volume and price), given that ~85% turns into bad debt Total PBD for self-pay and co-pay/deductible is estimated using: Volume of accounts Patient liability per account How much is collected per account self-pay 25 75 Breakdown of 2006 PBD Percent Copay / deductible 3

MCKINSEY PROJECTION FOR PBD GROWTH IS 4.2% ABOVE MANAGEMENT'S Self-pay (~75% of PBD) * Management does not explicitly forecast this number, calculated for comparative purposes ** Management does not explicitly forecast, assumes no change in % of accounts with CP/D and no increase in patient liability% of total bill *** Growth rate is 18.2% based on the six factors; reduction in number of hospitals, hindsight and other adjustments lowered growth by 1% Source: HCA company data; management interviews; team analysis Pessimistic Base Co-pay/ deductible (~25% of PBD) Optimistic McKinsey projections (2006-09) Historical performance (2004-05) Management projection (2006-09) Effective CAGR 3 Percent uncollected 2 Avg. balance/AA 1 AA Effective CAGR 6 Percent uncollected 5 Avg. patient balance/AA 4 AA with CP/D PBD CAGR 10.5 12.8 (1.2) 23.2 2.3 0.0 7.7 (5.0) 17.2*** 8.6 7.9 (1.9)* 14.9 4.1 0.8** 5.4** (1.9)* 12.3 10.0 12.0 1.0 24.4 9.7 1.3 8.3 0.0 21.1 8.0 10.0 0.5 19.4 7.1 1.1 6.4 (0.5) 16.5 5.0 9.0 0.0 14.5 4.8 0.8 5.1 (1.0) 12.2 Percent CAGR 3

LABOR COST GROWTH IS PROJECTED TO DECREASE TO 4.9% RATE Source: Team analysis Components/ methodology Top-line forecast Biggest sources of variability Wage and productivity key components Nursing wages key labor cost driver (42% of total labor cost) Rapidly rising healthcare costs make benefits also an important factor Forecast based on projecting growth for each factor Productivity improvements Contract labor usage (historically at best practice levels - could increase $30-40M if volume surges) Labor costs likely to decline as wage and benefit increases slow Increased nursing enrollment / graduates should slow wage growth Declining health insurance costs should slow benefit growth Project productivity likely to remain unchanged (significant difference from management forecast) Wage & productivity 19 Benefit costs Contract labor 78 Breakdown of 2005 labor cost Percent 78 3 4

MCKINSEY LABOR COST GROWTH PROJECTION .1% BELOW MANAGEMENT'S Historical performance (2003-05) McKinsey projection (2006-09) Pessimistic Base Optimistic Total cost/AA * Measured as man hours/AA. Negative growth desirable as it reflects increase in productivity ** Not expressed as a growth rate but as a percent of salaried labor Source: Team analysis; HCA Company data Percent CAGR Management projection (2006-09) 5.4 5.0 5.8 4.9 4.0 4.9 N/A 4.7 4.3 4.0 Wage 0.5 (0.5) 0.2 0.0 (0.2) Productivity* 9.2 N/A 9.0 8.5 7.0 Benefits N/A N/A 6.0 5.0 4.5 Contract labor** 4

SUPPLY COST GROWTH IS EXPECTED TO RISE SOMEWHAT TO 7.8%, BUT STAY BELOW 02-04 LEVEL Source: Team analysis Components/ methodology Top-line forecast Biggest sources of variability Pharmaceuticals and medical devices have been primary drivers of supply cost growth in recent years Forecast based on growth rate projections for each category With reductions for cost management programs and rebates New technologies (historical source of volatility but none anticipated in next 3 years) Uncertainty around future device / pharmaceutical pricing Challenge in continually identifying next $40M in savings programs Supply cost growth will stay in current range due to: No major new medical device/drug technology introductions Continued impact from ongoing standardization initiatives across categories 4 33 22 41 Medical devices Pharmacy Blood Commodity Breakdown of 2005 cost Percent 5 5

Percent CAGR MCKINSEY SUPPLY COST GROWTH PROJECTION .1% HIGHER THAN MANAGEMENT'S * One-time accrual release led to significant increase ** Annual savings achieved from decreasing the expense growth rate of major supply categories - savings imbedded in trend projections Source: Team analysis; HCA Company data Historical performance Pessimistic Base Optimistic McKinsey projection (2006-09) Commodity 5.3 3.7 6.6 4.0 3.3 Rebates (offset to cost growth) 12.2 14.8 10.9 11.1 22.2* Blood 14.0 9.3 16.3 9.4 10.9 Pharmacy 6.0 4.7 6.4 7.1 4.7 HCA supply chain programs** $40 MM $50 MM $20 MM N/A - - Medical devices 11.3 10.6 13.8 17.4 9.5 Management projection (2006-09) N/A N/A N/A N/A - - N/A Supply cost/AA 8.6 4.9 7.7 9.6 7.8 6.2 5 (2002-04) (2004-05)

$182M lower $160M higher "LIKELY" SCENARIOS WOULD GENERATE +/- $150-200M EBITDA RANGE AROUND 2007 BASE CASE - LIKELY LESS IN FUTURE Range Illustrative characteristics Volume soft due to competition/mild flu season, and HCA unable in short-term to offset impact in pricing Productivity declines slightly with soft volume and initiatives in bad debt collections/supply standardization do not materialize as expected NR/AA Category Pessi- mistic Volume Bad Debt Labor cost Supplies Estimate Opti- mistic NR/AA Volume Bad Debt Labor cost Supplies Change in 2007 EBITDA HCA able to negotiate better than expected prices (partly as offset to rising PBD) Volume spikes due to positive one-time events (e.g., good flu season) Labor and supply initiatives achieve success - - + - - + - - + Favorable Unfavorable Multiple, consecutive years of extreme over/under-performance unlikely

This report and the analyses and conclusions set forth herein contains information that has not been generated by McKinsey & Company and has not, therefore, been subject to our independent verification. McKinsey believes such information to be reliable and adequately comprehensive but does not represent that such information is in all respects accurate or complete. The analyses and conclusions contained in this report were conducted on an accelerated basis and do not purport to contain or incorporate all the information that may be required to evaluate the proposed transaction; accordingly, HCA should conduct more detailed analyses for purposes of its review of a possible transaction. The forecasts and conclusions contained in this report are based on various assumptions that we have developed with respect to prices, earnings, operating margins, market shares, product categories, etc. which may or may not be correct, being based upon future factors and events subject to uncertainty. Future results or values could be materially different from any forecast or estimates contained in the analyses, and the range of values resulting from the analyses should not be taken to be a recommendation with respect to price. This report is solely for internal use. No part of it may be circulated, quoted, or reproduced for distribution outside the client organization without prior written approval from McKinsey & Company, and no part of this document is intended to be relied upon by any third party for any purpose whatsoever. The analyses contained herein were undertaken by McKinsey & Company as of the dates noted herein. McKinsey & Company undertakes no obligation to update any such analyses.

EX-99.(C)(6)

Exhibit (c)(6)

DRAFT Confidential Materials Prepared for the Board of Directors of: May 25, 2006 CONFIDENTIAL

TABLE OF CONTENTS

Table of Contents Presentation to Board of Directors of HCA 1. Situation Overview 2. Projected HCA Base Case 3. Review of Open Market Repurchase Strategy 4. Review of Leveraged Recapitalization 5. Overview of a Leveraged Buyout Appendix

Situation Overview

1 Strategic Initiatives Initiative Outcome Invest substantially in the business Address migration of services into the outpatient setting Implemented operations improvement initiatives Continually manage and "prune" portfolio $8.0 billion of capital invested in facilities over the last 5 years Dedicated outpatient division; over $260 million invested in new outpatient centers since 2004 Labor management, patient billing, patient safety and quality, supply chain initiatives, among others Announced divestiture of 10 non-core assets in 2005 Has consolidated [5] hospitals within its markets Over the past years HCA has embarked on multiple strategies to increase the value of the enterprise.... Situation Overview

2 Shareholder Initiatives Initiative Outcome Increased dividend Share repurchases Average dividend increases of 17% over the last 2 years; currently returning approximately $300 million per year to shareholders Beginning in 2004 supplemented open- market programs with aggressive Dutch Auction repurchases Since 2001 approximately $8 billion has been returned to shareholders via repurchases .... and pursued initiatives to leverage its strong cash flow generation to deliver value to shareholders Situation Overview

3 Situation Overview Macro Issues Impacting Industry Same-Store Adjusted Admissions Growth(1) Despite these strategic initiatives HCA like its peers, has been unable to overcome the industry's two key macro trends: sluggish / inconsistent volumes and increased bad debt / uninsured Bad Debt Expense/Uninsured Discounts - Urban Hospitals (1)(2) ____________________ (1) Urban average includes: THC, TRI and UHS. (2) Proforma for uninsured discount adjustments; per company press release.

4 Situation Overview Hospital Peer Analysis Year ended December 31, 2005 In a difficult operating environment, HCA has performed well vs. its urban market peers ____________________ (1) HCA, Triad and Tenet are adjusted for uninsured discount policy. (2) Statistics for acute care segment only. (3) SS Admissions growth shown, SS Adjusted Admissions growth was unavailable.

5 Research Analyst Outlook "Slower volumes, loss of gross charge strategy, managed care pressure, and major bad debt issue, all still characterize the operating environment" - Kenneth R. Weakley - UBS Securities, April 2006 "We don't agree that hospital stocks are particularly "inexpensive". Hospital trends are still weak and we are certainly not willing to call a rebound in secular trends" - Gary Taylor - Banc of America, March 2006 "We believe the sluggish volume is more than just a function of a weak flu and is a continuation of the lackluster industry trends over the past couple of years" - Glen Santangelo - Credit Suisse, April 2006 "Managed care pricing pressure/utilization pressure can be expected to continue...uninsured admissions and self- pay copays will continue to rise...cash flow per adjusted admission likely to be under continuing pressure" - Sheryl Skolnick - CRT Capital Group, 2006 "...Challenging environment for hospitals with continued weak volumes... Interestingly, we note little near-term concern about Medicare, despite the DRG changes, but longer-term concerns about reimbursement" - Adam Feinstein - Lehman Brothers, May 2006 Situation Overview At the same time, the research community has turned increasingly negative on the hospital sector, with no obvious near-term catalyst for an improved sentiment

6 Public Market Valuation Stock Price Performance Rolling NTM EBITDA Multiple (1) Urban(2) +10.5% HCA (1.3%) Rural(3) (5.1%) SPX (4.4%) ____________________ Source: FactSet Reseach, Wall Street Research, Company Filings. (1) Rolling NTM EBITDA multiple is calculated as Enterprise Value / Rolling EBITDA for the next twelve months. (2) Urban hospital composite consists of TRI and UHS; excludes THC. (3) Rural hospital composite consists of CYH, LPNT and HMA. Situation Overview As a result of the public market's focus on these issues, the valuation of HCA and its hospital peers has suffered Urban(2) 7.2x HCA 6.7x Rural(3) 7.7x

7 Situation Overview External Growth Opportunities Since the Company's Board meeting on September 22, 2005, HCA with the assistance of Merrill Lynch, has reviewed a wide array of strategic alternatives including "deep dive" reviews on selected opportunities Public Hospital Companies - reviewed all 6 publicly traded hospital companies, as well as the largest private companies Not For Profit Systems - screened for all NFP systems with > $250 million of revenue; ultimately reviewed 35 NFP systems in detail International Opportunities - looked at opportunities in the UK, Europe, India, Mexico Ancillary Business Opportunities - analyzed companies including outpatient, staffing, oncology services On the following pages we provide a summary of the specific transactions which were considered in more detail and the opportunities and issues associated with each The conclusion at the current time is that none of these opportunities are either immediately actionable or generate the earnings accretion necessary to accept the execution risk involved Against this backdrop, HCA has also looked externally for opportunities to increase the value of the enterprise

8 Summary of Strategic Options Considered Public Hospital Companies Not for Profit Opportunities Situation Overview ____________________ Note: Cities listed for the Not for Profit include those where the largest hospitals reside within the system.

9 Summary of Strategic Options Considered (Cont'd) Ancillary Acquisition Opportunities International Opportunities Situation Overview

10 Asset Monetization Opportunities Situation Overview HCA, along with Merrill Lynch, have given preliminary consideration to various monetization alternatives

11 Conclusions HCA is currently operating in a challenging environment: Valuations within the sector are below historic averages and HCA's valuation specifically is below its historic average Sentiment among the research community has turned negative with no clear catalyst for improvement Over the last several years HCA has pursued a number of strategic and financial initiatives aimed at increasing shareholder value Despite these efforts HCA, like its peers, has been unable to overcome the macro trends that are impacting the industry - sluggish / inconsistent volumes and increased bad debt expense Against this backdrop, HCA has also looked externally for opportunities to drive shareholder value Performed exhaustive review of a wide array of potential acquisition opportunities Unable to identify any actionable opportunities that had the right risk / payoff profile - challenged to find the next Health Midwest Given HCA's size, difficult to find transactions that "move the needle" In addition, HCA has preliminarily considered potential spinoffs/divestitures as a means to monetize value within the company Situation Overview

Projected HCA Base Case

12 Projected HCA Base Case Public Market Overview ____________________ Note: Dollars in millions, except per share data. (1) Based on 408mm basic shares outstanding and 19.7 million in-the-money options outstanding with a weighted average exercise price of $32.21. (2) Includes $11.3bn debt and excludes $336mm of cash on the balance sheet as of March 31, 2006. (3) Source: Wall Street research dated April 25, 2006. EPS estimates based on First Call consensus estimates as of May 22, 2006. Includes the effect of FAS 123.

13 Projected HCA Base Case Hospital Public Comparables ____________________ Source: HCA financials based on Wall Street research dated April 25, 2006. Projection s from Wall Street Research. * Tenet has been excluded from summary multiples. (1) Based on fully-diluted share count. (2) EPS estimates and growth rate estimates from First Call as of May 22, 2006.

14 Projected HCA Base Case Financial Summary Key Assumptions Forward Projections Average volume growth of 1.4% annually Average pricing growth of 5.6% annually EPS grows from $3.10 in 2006 to $3.40 in 2009, a 3.2% CAGR Capital expenditures of $1.8 billion in 2006 and 2007 and $1.5 billion thereafter Assumes free cash flow is used to repay debt No additional share repurchases assumed 2.5x Debt / EBITDA at end of 2006, declining to 1.6x by end of year 2009 ____________________ Note: Dollars in millions, except per share data. EBITDA shown encumbered by FAS 123 costs. Amount shown after deducting Minority Interest expense.

15 Projected HCA Base Case Comparison of Projections Model

16 Projected HCA Base Case Summary Credit Statistics Debt to Capitalization Debt to EBITDA

17 Projected HCA Base Case Projected Future Stock Price Based on 1-Year Forward P/E Multiple ____________________ Note: Current 1-Year forward P/E multiple based on Wall Street consensus. (1) Represents the blended 2006 and 2007 P/E multiples. (1)

18 Projected HCA Base Case Conclusions Advantages Considerations Continue stated operational and strategic initiatives Continue to generate significant free cash flow Easily fund capital needs, dividends and still achieve significant deleveraging Maintain significant financial and strategic flexibility Base Case estimates below current Wall Street expectations External execution risks to Base Case Government reimbursement Physician competition Uninsured volume No near term catalysts to drive hospital sector and HCA valuation multiples higher Stock likely to trade in a tight range given lack of growth and industry headwinds Minimal near-term EPS growth: 2006 - 2009 EPS CAGR of 3% Limited actionable acquisition opportunities with the appropriate risk/reward relationship

Review of Open Market Repurchase Strategy

19 Review of Open Market Repurchase Strategy Overview We have analyzed a scenario whereby HCA pursues an aggressive open-market repurchase program - buying shares necessary to maintain total leverage of 2.75x Debt to EBITDA Leverage level assumed necessary to maintain HCA's current credit rating Results in share repurchases of $1.2 billion, $0.8 billion, $1.5 billion and $1.6 billion for the period from 2006 to 2009, respectively Cumulatively acquire approximately 27% of HCA's currently outstanding shares Repurchase price assumed based on forward P/E multiple of 13.0x Open market repurchase strategy results in 11% EPS accretion by 2009 and increases 2006 to 2009 EPS growth rate from 3.2% to 6.8% Summary of Shares Repurchased (1) ____________________ Note: Dollars in millions, except per share data. (1) Based on status quo average diluted shares of 416 million at end of 2006.

20 Review of Open Market Repurchase Strategy Structuring and Impact Pro Forma Debt to Capitalization EPS Impact - Accretion / (Dilution) '06-'09 CAGR 6.8%

21 Review of Open Market Repurchase Strategy Projected Future Stock Price Based on 1-Year Forward P/E Multiple of 13.0x ____________________ Note: Current 1-Year forward P/E multiple based on Wall Street consensus.

22 Review of Open Market Repurchase Strategy Conclusions Advantages Considerations Provides maximum flexibility - able to suspend and calibrate as needed Acquisition activity not curtailed, but would reduce ability to repurchase shares in the future Consistent and predictable commitment to delivering value to shareholders Creates EPS accretion, with modest impact to financial flexibility Leverage impact is modest - ratings likely to remain at current level (Ba2/BB+) Does not substantially change the growth profile of the company Open market programs have not been proven to be a significant catalyst to higher stock prices HCA has repurchased $8 billion in the open market since 2001 and a total of $12.5 billion since 1997 without generating significant multiple expansion Would require renegotiation of bank credit agreement (Debt / Total Capitalization covenant) Credit downgrade is possible if macro trends continue Coupled with new bank agreement, could require secured debt and limitations on dividends, capital expenditures, etc.

Review of Leveraged Recapitalization

Review of Leveraged Recapitalization Observations on Sizing a Share Repurchase We have considered scenarios whereby HCA executes a leveraged share repurchase ranging in size from approximately $2 billion to $6.5 billion A repurchase of this size translates into buying between 10 - 30% of HCA's outstanding shares Would result in pro forma leverage in the range of 3.0 - 4.0x Debt / EBITDA We do not believe that a repurchase at the high end of this range (i.e. $6.5 billion) is feasible Very little precedent: only two companies have successfully attempted to buy > 30% of its equity Would "chase the stock": to achieve a repurchase of this size, HCA would need to pay a significant premium to the current price - likely up to 25% Beyond the technical reasons the execution is not practicable, the merits of a repurchase of this size do warrant the additional risks to HCA The marginal benefit to EPS accretion is very limited due to the increased cost of financing and the premium necessary to repurchase the incremental shares At 4.0x leverage, HCA's valuation / trading multiple would likely be pressured due to the public market's aversion to the increased operating risk inherent in a highly levered situation Accordingly, we have focused our analysis on repurchases ranging in size from $2 billion to $4.5 billion 23

24 Review of Leveraged Recapitalization Sizing the Tender (Dollars in Millions) ____________________ (1) Based on 408mm basic shares outstanding and 11.4 million in-the-money options outstanding with a weighted average exercise price of $25.13. (2) Represents market value of remaining equity (TSM share count less repurchased shares) at projected stock price assuming 12.9x P/E multiple.

25 Review of Leveraged Recapitalization Historical Self-Tender Results Largest Self-Tenders by Total Announced Value Largest Self-Tenders by Announced Percentage of Total Shares Outstanding ____________________ Note: Data from 1997 - YTD, all companies greater than $1 billion in market value of equity. Excludes tenders that were cancelled. (1) Estimated dollar value equals the number of shares announced times the tender offer price for the fixed price self-tender (or the maximum price for a Dutch Auction self- tender).

26 Review of Leveraged Recapitalization Case Study: Affiliated Computer Services - $3.5bn Announced Repurchase Share Price Reaction Transaction Overview On January 26, 2006 Affiliated Computer Services ("ACS") announced the initiation of a modified Dutch Auction Self Tender to repurchase up to $3.5 billion (or 55.5 million shares) of its outstanding common stock Price range of $56.00 to $63.00, represented a (discount)/ premium range of (0.4%) to 12.0%(1) Announced repurchase represented 46.9% of ACS's shares outstanding Tender expired on March 17, 2006 ____________________ (1) Based on an January 25, 2006 closing price of $56.24. 1/26/06: Announced initiation of share repurchase 3/17/06: Announced results of share repurchase Results Results of tender were announced on March 23, 2006 7.4 million shares were tendered at $63.00, or a premium of 12.0% (1) Shares repurchased represented approximately 6.2% of ACS's outstanding common stock ACS missed their targeted share repurchase by 86.7%

27 Review of Leveraged Recapitalization Financing Considerations Key Assumptions Capital Structure We have assumed that HCA would leverage up to 3.0x to 3.5x, all in the senior markets Existing bank debt refinanced/existing senior notes remain outstanding Incremental funds raised through a combination of Term Loan and Sr. Notes financing At 3.5x leverage, senior debt would likely require security in the stock of the subsidiaries ____________________ Note: Dollars in millions.

3.0x Debt/EBITDA 28 Review of Leveraged Recapitalization EPS Accretion Sensitivity to Stock Price - EPS Accretion and Resultant EPS '06-'09 CAGR 4.1% Purchase at $50.00 3.5x Debt/EBITDA EPS Accretion '06-'09 CAGR 4.6% Purchase at $52.00

3.0x Debt/EBITDA 29 Review of Leveraged Recapitalization Capital Structure Impact Debt / Capitalization Debt /EBITDA Base Case (1) 2.5x Base Case (1) 2.5x Base Case (1) 63% Base Case (1) 63% ____________________ (1) Represents projected base case credit statistics as of 12/31/06. 3.5x Debt/EBITDA

30 Review of Leveraged Recapitalization Projected Future Stock Price Based on 1-Year Forward P/E Multiple of 13.0x ____________________ Note: Current 1-Year forward P/E multiple based on Wall Street consensus.

31 Review of Leveraged Recapitalization Advantages Considerations Delivers a significant cash premium to tendering shareholders Approximately $50 Generates EPS and EPS growth rate accretion Communicates management and Board confidence in HCA's cash flow generation capability Execution concerns given size and necessity to pay significant premium at larger deal sizes Limited upside given price required and increased cost of debt financing Risks (to Company and Board) related to operating as a highly levered public company At 3.0x leverage HCA would be vulnerable to a downgrade if operating environment deteriorated Above 3.0x leverage HCA would be downgraded Debt would become secured More restrictive covenants: limits on dividends, capital expenditures, acquisitions, etc. Cost of financing would increase Ability to execute on significant acquisitions curtailed for a period of time Conclusions

Overview of a Leveraged Buyout

32 Overview of a Leveraged Buyout Why Explore an LBO Now? We believe the public markets are not rewarding HCA for the capital it has invested in its markets and the shareholder initiatives it has pursued Considerable free cash flow generation is not being fully valued Access to the public equity markets is no longer critical to HCA HCA is a net buyer of its equity, not a net issuer Limited opportunities to utilize stock as M&A currency Debt markets would continue to be most important capital source for HCA - not impacted by going private Timing is optimal to consider a leveraged buyout As the top tier private equity funds have gotten larger (several over $10 billion) and the debt markets have become more accommodating to leverage, an LBO of HCA is now feasible

LBO Market - Capacity for Large Transactions 33 Both the bank and the bond markets continue to be an attractive source of financing for large leveraged transactions Long-term rates remain low by historical standards Bank market supply drives favorable execution for borrowers These markets have demonstrated their ability to fund large LBO transactions Hertz - $4.8 billion of new bank and bond financing SunGard - $7.1 billion of new bank and bond financing (2) Debt markets continue to favor companies such as HCA which have high asset value and predictable cash flow generation With six private equity funds in excess of $10 billion either currently raised or in the process of being raised, the era of the mega-fund has arrived These fund sizes have prompted financial sponsors to pursue much larger transactions - - Hertz - $15.6 billion - - SunGard - $11.3 billion There are now a number of sponsors with the ability to commit $1 billion to a transaction Private Equity "Mega Funds" Favorable Leveraged Finance Markets ____________________ (1) For KKR, TPG, Bain and Thomas H. Lee these numbers represent targeted fund sizes. KKR and Carlyle numbers include their European funds. (2) Excludes $375mm secured receivable facility. Overview of a Leveraged Buyout A buyout of HCA would likely require $6 - $7 billion of equity

34 Debt/EBITDA ____________________ Source: Standard & Poor's Quarterly LBO Review - Q1 2006 (for all leveraged buyouts with sub-debt). (1) Merrill Lynch Government 10 Year Index. (2) Spread to Merrill Lynch GA10 Index. Accommodating Debt Capital Markets Overview of a Leveraged Buyout 10-Year Treasury(1) High Yield Spreads(2) Senior Debt/EBITDA US High Yield, B Rated Index US High Yield, BB Rated Index

35 How Would a Transaction be Financed? In addition to the new equity approximately $18 billion of new debt would be issued to fund an LBO of HCA Based on current market conditions, the company could be leveraged up to 6.0x Debt to EBITDA Overview of a Leveraged Buyout Illustrative Sources of Funds

36 What are Private Equity Firms Seeking? Overview of a Leveraged Buyout

37 Driving Value in an LBO Transaction Primary driver of investment returns to the financial sponsors is the use of leverage to minimize the amount of equity committed Financial sponsors tap the target's unused debt capacity and cash flow to leverage the initial equity investment For example, an LBO of HCA would replace $20+ billion of market equity with approximately $6 - $7 billion of private financial sponsor and insider equity Replacing high cost equity with low cost debt drives increased returns Through a combination of de-leveraging and EBITDA growth, the value of the initial equity grows across the investment period By operating as a private company, the LBO target is able to rationalize portfolio and pursue initiatives without the public market scrutiny and focus on quarter-to-quarter results The financial sponsors realize liquidity events through three primary methods Dividends - take advantage of debt capacity created through operating cashflow and divestitures Sale of company - sale to a strategic or financial buyer Initial public offering - typically involves the sale of a combination of primary shares (proceeds to company) and secondary shares (proceeds to financial sponsors) Financial sponsors will continue to liquidate over time through a series of secondary offerings and "block trades" Overview of a Leveraged Buyout

Summary ABC Corp Capital Structure 38 Structuring an LBO - Illustrative Example ABC Corp 5 Year Projections Model To demonstrate how LBOs are structured and the impact of leverage on the financial sponsor's return on capital, we have modeled the LBO of an illustrative company (ABC Corporation) We have assumed ABC has the following capital structure and projections model For analytical purposes we have assumed the LBO is closed on December 31, 2006 Overview of a Leveraged Buyout

39 Structuring the LBO (cont'd) Assumptions Sources Uses ABC Corp is taken private at a total purchase price of $7,500mm Assumes an LTM EBITDA multiple of 7.5x Transaction is leveraged up to 6.0x Debt / EBITDA Existing senior notes are not refinanced in conjunction with the transaction Total equity requirement of $1,600 mm is comprised of the following: Financial sponsor contribution of $1,350 mm (18% of "sources") Management and insiders invest $250mm (3% of "sources") Overview of a Leveraged Buyout

40 Structuring the LBO (cont'd) Debt / EBITDA Capital Structure and Ratios Overview of a Leveraged Buyout

41 Structuring the LBO (cont'd) Illustrative Returns Equity Returns Overview of a Leveraged Buyout Entry Multiple

Conclusions Advantages Considerations 42 Potential to deliver a multiple in excess of recent market valuations and HCA's historical average Avoid public company distraction of quarter-to- quarter earnings expectations Concentration of ownership in 3-4 equity holder hands Key decision-making will involve management and 3-4 significant shareholders Company would be operating in a highly levered situation (6.0x Debt / EBITDA) Senior / bank debt becomes secured Capital and other expenditures could be constrained Ability to execute on significant acquisitions is impacted for a period of time Overview of a Leveraged Buyout

Appendix

43 Appendix Case Study: HCA Tender Offers 2005 Tender Offer 2004 Tender Offer On October 13, 2005, in conjunction with pre-release of Q3 earnings, HCA announced the initiation of a Dutch Auction Self Tender to repurchase up to $2.5 Billion (or 50 million shares) of its outstanding common stock Price range of $43.00 to $50.00, representing a (discount) / premium range of (7.9%) to 7.1% (2) Represents approximately 12% of HCA's outstanding common stock Tender expired on November 14, 2005 Final results: ~29mm shares repurchased, priced at $50.00 with a 7.1% premium to announcement Only 57.5% of targeted share repurchased was completed ____________________ (1) Based on an October 12, 2004 closing price of $37.37 per share. (2) Based on an October 12, 2005 closing price of $46.69 per share. 10/13/05: Announced initiation of share repurchase 11/14/05: Expiration of Tender On October 13, 2004 HCA announced the initiation of a Dutch Auction Self Tender to repurchase up to $2.5 Billion (or 61 million shares) of its outstanding common stock Price range of $35.00 to $41.00, representing a (discount) / premium range of (6.3%) to 9.7% (1) Represents approximately 13% of HCA's outstanding common stock Tender expired on November 10, 2004 Final results: ~62mm shares repurchased, priced at $39.75 with a 6.4% premium to announcement 101.7% of targeted share repurchase amount was repurchased 10/13/04: Announced initiation of share repurchase 11/10/04: Expiration of Tender Stock Price Performance

Historical Premiums Paid Appendix 44 Global Premiums - All Deals(1) 2001-2005 Premium Paid by Deal Size(1)(2) 233 327 59 32 11 # of Deals Average Premiums 1998 - 2001: 31% 2002 - 2005: 24% ____________________ (1) Source: Datastream, SDC data, Company filings and press releases. (2) Excludes outliers.

45 Appendix ____________________ Source: SDC. Excludes withdrawn and contested transactions. Premiums Paid: LBOs Above $3.0 Billion Since 2001 Mean premiums to the 1 month average price have been approximately 19% since 2001

46 Appendix Historical Self-Tender Results ____________________ Note: Data from 1997 - YTD, all companies greater than $1 billion in market value of equity. Excludes tenders that were cancelled. (1) Estimated dollar value equals the number of shares announced times the tender offer price for the fixed price self-tender (or the maximum price for a Dutch Auction self- tender).

47 Transaction Overview Key Takeaways On September 12, 2005, Clayton, Dubilier & Rice, The Carlyle Group and Merrill Lynch Global Private Equity (the "Consortium") announced the $15.1 billion acquisition of Hertz Corporation ("Hertz") from the Ford Motor Company. The transaction value represented a 5.5x multiple of LTM September 30, 2005 EBITDA of approximately $2.8 billion The consortium put together a successful bid/financing package to outbid another consortium of leading private equity firms Ford had considered selling shares of Hertz in an IPO before accepting the Consortium's takeover bid Largest Leveraged Buyout since KKR acquired RJR Nabisco Inc. in 1989 Merrill Lynch participated as joint-lead private equity investor, joint M&A advisor and joint-lead arranger/joint bookrunner of the financing Large equity commitment can be raised with a consortium of private equity investors Financing markets had an appetite for this kind of transaction and size of transaction Case Study: $15.1 Billion Leveraged Buyout of Hertz Highlights Hertz is recognized as the leading brand in the $25+ billion global auto rental industry Superior customer service and a history of industry innovation Seasoned management team Hertz provides a platform for further growth initiatives Ford will receive proceeds of $4.4 billion Ford had owned all of Hertz since 2001 when it paid $107 million to buy back the 18.5% stake it had sold to the public four years earlier Joint Bookrunner on $9.8 billion Asset Backed Financing Joint Bookrunner on $3.1 billion High Yield Notes Joint Bookrunner on $2.1 billion Senior Credit Facility Joint Lead M&A Advisor $15,095,000,000 On Acquisition of Hertz Corporation September 2005 Appendix

48 Disclaimer Merrill Lynch prohibits (a) employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change such rating or price target, as consideration or inducement for the receipt of business or for compensation, and (b) Research Analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. This proposal is confidential, for your private use only, and may not be shared with others (other than your advisors) without Merrill Lynch's written permission, except that you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposal and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For purposes of the preceding sentence, tax refers to U.S. federal and state tax. This proposal is for discussion purposes only. Merrill Lynch is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction.

EX-99.(D)(2)

Exhibit (d)(2)

July 24, 2006

To:	Hercules Holding II, LLC
Re:	HCA Inc.

Gentlemen:

     Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Hercules Holding II, LLC, a Delaware limited liability company (“Parent”), Hercules Acquisition Corporation, a Delaware corporation (“Merger Sub”) and HCA Inc., a Delaware corporation (the “Company”), pursuant to which Merger Sub, or a permitted assignee of Merger Sub, will be merged into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. The undersigned and the parties to the Equity Financing Commitments are collectively referred to herein as the “Investors”. This letter is being delivered to Parent in connection with the execution of the Merger Agreement by Parent, Merger Sub and the Company.

     This letter confirms the commitment of the undersigned, subject to the conditions set forth herein, to transfer, contribute and deliver to Parent 15,686,275 Shares in the aggregate (the “Rollover Contribution Shares”) immediately prior to the Effective Time in exchange for a pro rata (in kind and amount) share of the equity of Parent based on the value of the aggregate equity commitments of all of the Investors and assuming that the value of each Rollover Contribution Share is equal to the Merger Consideration (such share of the equity of Parent, the “Subject Equity Securities”), provided that the undersigned shall not, under any circumstances, be obligated to contribute to Parent a number of Shares in excess of the Rollover Contribution Shares. The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares to Parent is subject to the satisfaction or waiver by Parent (in the manner agreed by the Investors) of the conditions precedent to Parent’s and Merger Sub’s obligation to effect the Closing and the terms of this letter, and will occur contemporaneous with the Closing and immediately prior to the Effective Time and the simultaneous issuance to the undersigned of the Subject Equity Securities. The number of Shares to be contributed to Parent under this Agreement will be reduced in the manner agreed by the Investors in the event Parent does not require all of the equity with respect to which the Investors have made commitments.

     The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares will terminate automatically and immediately upon the earliest to occur of (a) termination of the Merger Agreement, (b) if the Requisite Investors (as defined herein) agree to terminate this letter and the corresponding letters delivered by each of the Investors, and (c) the Company or any of its Affiliates asserts in any litigation or other proceeding any claim under any limited guarantee of even date herewith of any Investor (each, a “Limited Guarantee”) or otherwise against any Investor or any Affiliate thereof in connection with the Merger Agreement or any of the transactions contemplated hereby or thereby (other than any claim relating to a breach or seeking to prevent a breach of a Confidentiality Agreement between the Company and any Investor or any Affiliate thereof).

     The undersigned’s obligation to transfer, contribute and deliver the Rollover Contribution Shares may not be assigned, except as permitted in this paragraph. The undersigned may assign all or a portion of its obligations to transfer, contribute and deliver the Rollover Contribution Shares to its Affiliates or any heir, legatees, beneficiaries and or/devisees of any individual who is an Affiliate of the undersigned; provided, however that, except to the extent otherwise agreed to by Parent, any such assignment shall not relieve the undersigned of its obligations under this letter.

     This letter shall be binding solely on, and inure solely to the benefit of, the undersigned and Parent and their respective successors and permitted assigns, and nothing set forth in this letter shall be construed to confer upon or give to any person other than the undersigned and Parent and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligation to transfer, contribute and deliver the Rollover Contribution Shares or any provisions of this letter.

     Notwithstanding anything that may be expressed or implied in this letter, Parent, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned and its successors and permitted assigns shall have any obligation hereunder and that, notwithstanding that the undersigned or its successors or permitted assigns may be a partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any of its successors or permitted assigns or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager or stockholder of the undersigned or any former, current or future director, officer, agent, Affiliate, employee, general or limited partner, member, manager, stockholder, heir, legatee, beneficiary, devisee or estate of any of the foregoing, as such, for any obligations of the undersigned or any of its successors or permitted assigns under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation. For purposes of this letter, “Affiliate” shall have the meaning ascribed thereto in the Merger Agreement but shall also include, with respect to the undersigned, any of (i)(A) Dr. Thomas F. Frist, Jr., (B) Mr. Thomas F. Frist III, (C) Mr. William Robert Frist or (D) Ms. Patricia Frist Elcan (such individuals identified in clauses (A)-(D), the “Family Investors”), (ii) any other Person that is controlled, directly or indirectly, by one or more of the Family Investors or (iii) any foundation or trust established directly or indirectly by or for any one or more of the Family Investors.

     This letter may only be enforced by Parent at the direction of the Requisite Investors in their sole discretion. Parent shall have no right to enforce this letter unless directed to do so by the Requisite Investors in their sole discretion. Parent’s creditors shall have no right to enforce

this letter or to cause Parent to enforce this letter. “Requisite Investors” shall mean any combination of at least three of the following: (i) Frisco, Inc. and Frisco Partners, (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity Fund, L.P. and (iv) Kohlberg Kravis Roberts & Co. L.P. on behalf of affiliated investment funds.

     Concurrently with the execution and delivery of this letter, the undersigned is executing and delivering to the Company a Limited Guarantee related to Parent’s and Merger Sub’s obligations under the Merger Agreement. The Company’s remedies against the undersigned under the Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company and its Affiliates against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate, assignee, heir, legatee, beneficiary, devisee or estate of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the undersigned’s breach of its obligations under this letter. Nothing in this letter, express or implied, is intended to or shall confer upon any person, other than Parent and the undersigned, any right, benefit or remedy of any nature whatsoever under or by reason of this letter.

     This letter may be executed in counterparts. This letter and any related dispute shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any state or federal court located in the Borough of Manhattan of The City of New York in the event any dispute arises out of this letter or any of the transactions contemplated by this letter, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this letter or any of the transactions contemplated by this letter in any court other than such courts sitting in the Borough of Manhattan of The City of New York.

     EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

[Remainder of page intentionally left blank]

Very truly yours,
	FRISCO, INC.
	By:	/s/ Thomas F. Frist, Jr.
		Name: Thomas F. Frist, Jr.
		Title: Authorized Person
	FRISCO PARTNERS
	By:	/s/ Thomas F. Frist, Jr.
		Name: Thomas F. Frist, Jr.
		Title: Authorized Person

Accepted and Acknowledged as of the date first written above:
HERCULES HOLDING II, LLC
By:	/s/ Chris Gordon
	Name: Chris Gordon
	Title: President and Assistant Secretary

[Equity Rollover letter Signature Page]

EX-99.(D)(3)

Exhibit (d)(3)

July 24, 2006

Hercules Holding II, LLC

c/o Bain Capital Partners, LLC
111 Huntington Avenue
Boston, MA 02199

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

c/o Merrill Lynch Global Private Equity
Four World Financial Center
Floor 23
New York, NY 10080

Dear Sirs:

This letter relates to the Agreement and Plan of Merger by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation, dated July 24, 2006 (the “Merger Agreement”).

In connection with the proposed acquisition of HCA Inc. (the “Company”) contemplated by the Merger Agreement, I am pleased to confirm my agreement to: (1) invest in the Company, as it shall exist immediately after the completion of the Merger as contemplated by the Merger Agreement, on such material terms as are set forth in the Summary of Management Equity Summary of Terms and the Appendices attached thereto (the “Summary”) attached to this letter; and (2) execute certain definitive agreements (including those agreements regarding the grant of New Options (as such term is defined in the Summary), the material terms of which are set forth in the Summary (the “Management Agreements”).

My agreement described above is subject to and conditioned upon the occurrence of the Merger and the negotiation and agreement to mutually satisfactory definitive versions of the Management Agreements. You and I agree that such agreements will be negotiated in good faith and reasonably promptly after the execution of the Merger Agreement.

If the Merger Agreement terminates for any reason before the Merger occurs, this letter agreement will also terminate and have no more force and effect on either of us.

You and I acknowledge that nothing in this letter creates an exclusive arrangement between us and no binding agreement shall become effective until immediately prior to the closing of the Merger.

Sincerely,

/s/ Jack O. Bovender, Jr.
Jack O. Bovender, Jr.

[Signature Page of Management Investment Letter]

Accepted and agreed this 24th day of July, 2006 by:

Hercules Holding II, LLC

By:	/s/ Chris Gordon
	Name:	Chris Gordon
	Its: President and Assistant Secretary

EX-99.(D)(4)

Exhibit (d)(4)

July 24, 2006

Hercules Holding II, LLC

c/o Bain Capital Partners, LLC
111 Huntington Avenue
Boston, MA 02199

c/o Kohlberg Kravis Roberts & Co. L.P.
2800 Sand Hill Road, Suite 200
Menlo Park, CA 94025

c/o Merrill Lynch Global Private Equity
Four World Financial Center
Floor 23
New York, NY 10080

Dear Sirs:

This letter relates to the Agreement and Plan of Merger by and among HCA Inc., Hercules Holding II, LLC and Hercules Acquisition Corporation, dated July 24, 2006 (the “Merger Agreement”).

In connection with the proposed acquisition of HCA Inc. (the “Company”) contemplated by the Merger Agreement, I am pleased to confirm my agreement to: (1) invest in the Company, as it shall exist immediately after the completion of the Merger as contemplated by the Merger Agreement, on such material terms as are set forth in the Summary of Management Equity Summary of Terms and the Appendices attached thereto (the “Summary”) attached to this letter; and (2) execute certain definitive agreements (including those agreements regarding the grant of New Options (as such term is defined in the Summary), the material terms of which are set forth in the Summary (the “Management Agreements”).

My agreement described above is subject to and conditioned upon the occurrence of the Merger and the negotiation and agreement to mutually satisfactory definitive versions of the Management Agreements. You and I agree that such agreements will be negotiated in good faith and reasonably promptly after the execution of the Merger Agreement.

If the Merger Agreement terminates for any reason before the Merger occurs, this letter agreement will also terminate and have no more force and effect on either of us.

You and I acknowledge that nothing in this letter creates an exclusive arrangement between us and no binding agreement shall become effective until immediately prior to the closing of the Merger.

Sincerely,

/s/ Richard M. Bracken
Richard M. Bracken

2

[Signature Page of Management Investment Letter]

Accepted and agreed this 24th day of July, 2006 by:

Hercules Holding II, LLC

By:	/s/ Chris Gordon
	Name:	Chris Gordon
	Its: President and Assistant Secretary

EX-99.(D)(5)

EXHIBIT (d)(5)

INTERIM INVESTORS AGREEMENT

     This Interim Investors Agreement (the “Agreement”) is made as of July 24, 2006 by and among Hercules Holding II, LLC (“Parent”) and the other parties appearing on the signature pages hereto (the “Investors”).

RECITALS

     1. On the date hereof, Parent, Hercules Acquisition Corporation (“Merger Sub”) and HCA Inc. (the “Company”) have executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged with and into the Company (the “Merger”).

     2. Each of the Investors has, on or after the date hereof, executed a letter agreement in favor of Parent in which each such Investor has agreed, subject to the terms and conditions set forth therein, to make a cash equity or rollover equity investment in Parent at the Closing (as hereinafter defined) (each, an “Equity Commitment Letter”).

     3. The Investors and Parent wish to agree to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement, the Equity Commitment Letters and the several limited guarantees of the Investors in connection with the Merger Agreement, and the transactions contemplated by each.

AGREEMENT

     Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

     1.1. Effectiveness. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Sections 1.1, 1.2, 2.8, 2.10, the proviso of 2.11(b), 2.13, 3 and 4 (other than 4.9)) upon the earliest of (i) the closing under the Merger Agreement (the “Closing”) and (ii) the termination of the Merger Agreement; provided that any liability for failure to comply with the terms of this Agreement shall survive such termination.

     1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. Certain of those definitions are set forth in Section 3 hereof. Capitalized terms used herein but not defined shall have the meanings given to them in the Merger Agreement.

2. AGREEMENTS AMONG THE INVESTORS.

     2.1. Authority of Parent. The Requisite Investors may cause Parent to take any action, subject to compliance with this Agreement, permitted under this Agreement, and, except as otherwise set forth herein, Parent shall take only those actions approved by the Requisite Investors.

     2.2. Actions Under the Merger Agreement. Subject to Section 2.7 below, the Requisite Investors may cause Parent to take any action or refrain from taking any action in order for Parent to comply with its obligations, satisfy its closing conditions or exercise its rights under the Merger Agreement, including determining that the conditions to closing specified in Sections 8.1 and 8.2 of the Merger Agreement (the “Closing Conditions”) have been satisfied, waiving compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amending or modifying the Merger Agreement (including Section 9.2(d)) and determining to close the Merger; provided, however, that the Requisite Investors may not cause Parent to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s consent. Parent shall not, and the Investors shall not permit Parent to, determine that Closing Conditions have been satisfied, waive compliance with any agreements and conditions contained in the Merger Agreement, including any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger, or take any other action with respect to the Merger Agreement unless such action has been approved by the Requisite Investors. Subject to Section 2.7 below, in the event that the Closing Conditions are satisfied or validly waived (subject to the above approval requirements), Parent, by action of the Requisite Investors, may, in its discretion, terminate the participation in the transaction of any Investor that does not fund its Commitment or that asserts in writing its unwillingness to fund its Commitment; provided that such termination shall not affect Parent’s rights against such Investor under such Investor’s Equity Commitment Letter with respect to such failure to fund, which rights shall be as provided in Section 2.6, Section 4.3 and Section 4.4 hereof.

     2.3. Debt Financing. Subject to Section 2.7 below, the Requisite Investors shall seek to cause the Company to (a) negotiate, enter into and borrow under definitive agreements relating to debt financing to be provided at the Closing and (b) arrange for, market and negotiate and enter into definitive agreements relating to high yield debt, including agreeing to the financial terms of such debt, to be issued at the Closing, in each case (a) and (b), on the terms set forth in the debt commitment letters attached as Schedule C (the “Debt Commitment Letters”) and/or on such additional or modified terms as the Requisite Investors shall approve.

     2.4. Management Arrangements. The Requisite Investors shall seek to cause Parent and/or the Company to negotiate and enter into definitive agreements with members of management of the Company with respect to the terms of management’s employment, compensation, and equity incentives on the terms set forth in Schedule A and/or on such additional or modified terms as the Requisite Investors shall approve.

     2.5. Shareholders Agreement. Each Investor agrees to enter into, concurrently with the Closing, one or more definitive agreements with respect to such matters as are set forth on Schedule B and/or such additional or modified terms as all four of the persons that could be a Requisite Investor (collectively, the “Four Investors”) shall approve; provided, that if any such additional or modified terms have an impact on any Investor that is different from the impact on the other Investors (taking into account, among other things, the size of such Investor’s investment) in a manner that is materially adverse to such Investor, the Investor shall be required to approve such terms to the extent they apply to such Investor.

     2.6. Equity Commitments.

     2.6.1. Each Investor hereby affirms and agrees that Parent, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each Equity Commitment Letter. Parent shall not attempt to enforce any Equity Commitment Letter until the Requisite Investors have determined that the Closing Conditions have been satisfied or validly waived as permitted hereunder. Parent shall have no right to enforce any of the Equity Commitment Letters unless acting at the direction of the Requisite Investors, and no Investor shall have any right to enforce any of the Equity Commitment Letters except as one of the Requisite Investors acting through Parent.

     2.6.2. All securities issued by Parent and its subsidiaries at the Closing shall be issued to the Investors pro rata in class, series and amount proportionate to the relative total amounts purchased and rolled-over by all Investors in accordance with each Investor’s Commitments, other than any equity securities issued to management in transactions contemplated by Schedule A (which shall include the new options described therein).

     2.6.3. Prior to the Closing, no Investor shall transfer, directly or indirectly, its equity interests in Parent or its obligations and rights under its Equity Commitment Letter, other than in accordance with the rules set forth in Schedule B under “Sell-down”, a transfer to one or more affiliated funds or affiliated entities (other than portfolio companies) or as approved by the Requisite Investors or, in the case of the Family Investor, a transfer to (i) any family member or heir, legatee, beneficiary, devisee or estate of such family member, or (ii) any foundation, trust or other entity used for estate planning purposes, provided that the Family Investor or any person described in clause (i) above collectively retains control over such shares at all times (each, a “Permitted Family Transferee”).

     2.7. Non-Consenting Investors. Notwithstanding anything to the contrary in Sections 2.2 and 2.3 above, Parent shall not, and the Requisite Investors shall not permit Parent to, (i) modify or amend the Merger Agreement so as to increase or modify the form of the Merger Consideration or increase in any way the obligations under the several limited guarantees of the Investors or (ii) modify or waive, in a manner adverse to Parent or the Investors, any provisions relating to the Termination Fee or any financing contingency or condition; provided that in the event that the Requisite Investors are willing to agree to, proceed with, or take any action or enter into any agreement (or, in each such case, to permit Parent to do so) with respect to the matters described in clauses (i) and (ii) above and any Investor (which may include one of the Investors identified in the definition of “Requisite Investors”) declines to agree to, proceed with, or enter into (or, in each such case, to permit Parent to do so) with respect to such matter (a “Non-Consenting Investor”), the Requisite Investors may nevertheless proceed with such matter by first terminating such Non-Consenting Investor’s participation in the transaction and, in such event, such Non-Consenting Investor shall have no liability hereunder (other than as specifically provided in Section 2.10) or under its Equity Commitment Letter or Guarantee; and provided further that prior to the effectiveness of the matter at issue, such Non-Consenting Investor shall have received a full and unconditional release of this Agreement (subject to the applicable provisions of Section 2.10 and except with respect to breaches of this Agreement by such Non-Consenting Investor occurring prior to the date of such release) and the Equity Commitment Letter and its Guarantee from Parent, the Company, and each other Investor, or a mutually

satisfactory indemnity with respect to liability under such Equity Commitment Letter, its Guarantee and this Agreement. In the event the Requisite Investors terminate the Non-Consenting Investor’s participation in the transaction, the amount of the Non-Consenting Investor’s Commitment shall first be offered to the other Investors in proportion to their respective Commitments at the time of such termination, and if none or not all of the Non-Consenting Investor’s Commitment is accepted by the other Investors, then the Requisite Investors may offer the Non-Consenting Investor’s Commitment, or portion thereof, to the other Investors or to a new investor or investors.

     2.8. Termination Fee. Parent shall, and the Requisite Investors shall cause Parent to, arrange that any Termination Fee paid by the Company or any of its affiliates pursuant to the Merger Agreement shall, unless an Investor (other than a Sponsor Investor or Family Investor) has otherwise agreed with Parent with the consent of each of the Sponsor Investors and the Family Investor, be promptly paid as directed by Parent to the Investors or their designees in proportion to their respective Commitments at the time of such termination, after making adequate provisions for any expenses which are to be borne by Parent or the Investors proportionately pursuant to Section 2.10. A Non-Consenting Investor whose participation in the transaction has been terminated as provided in Section 2.2, Section 2.7 above or Section 2.12 below shall not share in any portion of the Termination Fee other than with respect to the reimbursement of expenses (including all expenses for which they are responsible pursuant to Section 2.10 below).

     2.9. Notice of Closing. Parent will use its reasonable best efforts to provide each Investor with at least 15 days prior notice of the Closing Date under the Merger Agreement; provided that the failure to provide such notice will not relieve an Investor of its obligations under Section 2.6 of this Agreement. Any notices or correspondence received by Parent under, in connection with, or related to the Merger Agreement shall be promptly provided to each Investor at the address set forth in the Equity Commitment Letters, or any other address designated by such Investor in writing to Parent.

     2.10. Expense Sharing. Unless an Investor (other than a Sponsor Investor or Family Investor) has otherwise agreed with Parent either (x) with the consent of each of the Sponsor Investors and the Family Investor or (y) pursuant to an Equity Commitment Letter dated the date hereof, each Investor agrees that it will be responsible for its proportionate share of the out-of-pocket expenses incurred by each Sponsor Investor (as defined in Schedule B) or the Family Investor (as defined in Schedule B), including the reasonable fees, expenses and disbursements of lawyers, accountants, consultants and other advisors retained by each Sponsor Investor and each Family Investor. Notwithstanding the foregoing, a Non-Consenting Investor will only be responsible for its proportionate share of out-of-pocket expenses and fees, and may only seek reimbursement in respect of out-of-pocket expenses and fees, incurred prior to such Investor becoming a Non-Consenting Investor. The obligations under this Section 2.10 shall exist whether or not the Merger is consummated and shall survive any termination of the other terms of this Agreement, to the extent that such fees and expenses are not paid by the Company or Parent. In the event of any sell-down as described in Schedule B, the obligations of each Investor pursuant to this Section 2.10 will be released according to such Investor’s proportionate extent of such sell-down, and the assignee of such Investor’s commitment pursuant to the sell-down shall assume such related released obligations under this Section 2.10.

     2.11. Representations and Warranties; Covenant. (a) Each Investor hereby represents, warrants and covenants to the other Investors that none of the information supplied in writing by such Investor for inclusion or incorporation by reference in the Company Proxy Statement or Schedule 13E-3 will cause a breach of the representation and warranty of Parent set forth in Section 5.5 of the Merger Agreement. Each Investor hereby represents, warrants and covenants to the other Investors that it has not entered, and will not enter, into any agreement, arrangement or understanding with any other Investor, any other potential investor or acquiror or group of potential investors or acquirors or the Company with respect to the subject matter of this Agreement and the Merger Agreement, other than the agreements expressly contemplated by this Agreement (including Schedule B), and other than any debt financing agreements and arrangements between affiliates of the Investors. Each Investor who is contributing Rollover Contribution Shares (as defined in such Investor’s Equity Commitment Letter) hereby represents and warrants to the other Investors that it will not transfer (other than transfers to Permitted Family Transferees who become parties to this Agreement and the obligations under its Equity Commitment Letter), and will have at Closing, the Rollover Contribution Shares.

     (b) Until this Agreement is terminated pursuant to Section 1.1, other than in accordance with the rules set forth in Schedule B (under “Sell-down”), subject to Section 4.10 and other than as specifically provided in Section 7.4(h) of the Merger Agreement, no Investor shall enter into any agreement, arrangement or understanding or have discussions with any other potential investor or acquiror or group of investors or acquirors or the Company or any of its representatives with respect to the subject matter of this Agreement and the Merger Agreement or any other similar transaction involving the Company without the prior approval of the Requisite Investors; provided, that this Section 2.11(b) shall continue to apply to an Investor that is a Failing Investor or that is released from this Agreement pursuant to Section 2.7 or Section 2.12 for a period of one year following such release.

     2.12. Antitrust Matters. Each Investor will use reasonable best efforts to supply and provide information that is accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, Antitrust Laws. If any Governmental Authority asserts any objections under the HSR Act or any other applicable antitrust, competition or fair trade Laws (collectively, the “Antitrust Laws”) with respect to the Merger and such objections relate to the activities or investments of an Investor or such Investor’s affiliates, such Investor shall use its reasonable best efforts to resolve such objections. If such Investor is unable to resolve such objections after using its reasonable best efforts, then the Requisite Investors shall have the right, but not the obligation, to direct such Investor (the “Affected Investor”) to (i) modify or forego any or all of its governance rights with respect to Parent and its Affiliates until such future time as such objections would no longer be applicable if the Requisite Investors determine in good faith that such action may contribute to the resolution of such objections or, (ii) solely in the event the Affected Investor does not consent to the modification or elimination of its governance rights proposed by the Requisite Investors pursuant to clause (i), assign all of its rights and obligations under this Agreement and under its Guarantee and Equity Commitment Letter with respect to all or any portion of its Commitments to a person selected by the Requisite Investors, provided such person agrees in writing to be bound by the terms and conditions of this Agreement, such Guarantee and such Equity Commitment Letter (including assuming any and all liabilities and obligations of the Affected Investor under such agreements and instruments) with respect to the portion (if less than all) of

the Commitments so assigned and assumed and the other Investors provide the Affected Investor with a mutually satisfactory indemnity with respect to its liability under this Agreement, such Guarantee and such Equity Commitment Letter (with respect to the portion (if less than all) of the Commitments so assigned) or obtain a full and unconditional release of the Affected Investor from this Agreement, such Guarantee and such Equity Commitment Letter with respect to the portion (if less than all) of the Commitments so assigned and assumed, except with respect to breaches of this Agreement and such Equity Commitment Letter occurring prior to the date of such release. The Requisite Investors will consult with the Affected Investor before directing the Affected Investor to take any of the foregoing actions and will use all reasonable efforts to attempt to resolve such objections.

     2.13. Contribution With Respect to Guarantees. The Investors shall cooperate in defending any claim that the Investors are or any one of them is liable to make payments under the Guarantees. Subject to Section 4.3, each Sponsor Investor and Family Investor agrees to contribute to the amount paid or payable by the other Sponsor Investors and Family Investor, as the case may be, in respect of the Guarantees so that each such Sponsor Investor or Family Investor will have paid an amount equal to the product of the aggregate amount paid under all of the Guarantees multiplied by a fraction of which the numerator is such Investor’s Commitments and the denominator is the sum of the Sponsors Investors’ and Family Investor’s Commitments, which amount shall be reduced proportionately based on such Sponsor Investors’ and Family Investor’s respective Commitments for any amounts paid or payable with respect to such Guarantees by any other Investor or other person contributing equity to Parent pursuant to the terms of such Investor’s Equity Commitment Letter.

     2.14. Voting. Until this Agreement (other than the Sections identified in the parenthetical in Section 1.1) is terminated pursuant to Section 1.1, at the Company Stockholder Meeting (or any adjournment or postponement thereof) or in any other circumstances upon which a vote, consent or other approval (including a written consent) with respect to the Merger Agreement, the Merger or any other transaction contemplated by the Merger Agreement is sought, the Family Investor shall vote or execute consents with respect to (or cause to be voted or consents to be executed with respect to) all shares of Common Stock (as defined in the Merger Agreement) beneficially owned by the Family Investor as of the applicable record date in favor of the approval of the Merger Agreement, the Merger and any other transaction contemplated by the Merger Agreement.

3. DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings (all other capitalized terms used but not defined shall have the meanings given thereto in the Merger Agreement):

     “Commitments” shall, for each Investor (or any other person providing an equity commitment letter to Parent), mean the amount of cash equity or the value of rollover Shares (based on the Merger Consideration) set forth in the Equity Commitment Letters delivered by such Investor or other person to Parent, copies of which are attached as Schedule D hereto, after taking into account any sell-down, including sell-downs to the Co-Investors; it being understood and agreed that the aggregate amount of all Commitments is $5.3 billion.

     “Family Investor” shall mean, collectively, Frisco, Inc. and Frisco Partners.

     “Requisite Investors” shall mean any combination of at least three of the following four Investors: (i) the Family Investor, (ii) Bain Capital Fund IX, L.P., (iii) ML Global Private Equity Fund, L.P. and (iv) collectively, KKR Millennium Fund, L.P. and KKR PEI Investments, L.P.; provided that, for purposes of Section 2.12, the “Requisite Investors” shall not include any Investor which is an Affected Investor.

4. MISCELLANEOUS.

     4.1. Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by the Requisite Investors; provided that no provision of this Agreement (excluding exhibits) may be amended in a manner that disproportionately materially adversely affects an Investor without such Investor’s consent.

     4.2. Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof

     4.3. Remedies. The parties hereto agree that, except as provided herein, this Agreement will be enforceable by all available remedies at law or in equity (including specific performance). In the event that Parent determines to enforce the provisions of the Equity Commitment Letters in accordance with this Agreement, and the Requisite Investors are prepared to cause Parent to consummate the Merger in accordance with Section 2.2 of this Agreement and to fund their Commitments upon consummation of the Merger, as evidenced in writing to the other Investors (the Investors who are so prepared, the “Closing Investors”), but one or more Investors fails to fund its Commitment or provides written notice that it will not fund its Commitment (each such Investor, a “Failing Investor”), the parties agree that Parent, acting at the direction of the Closing Investors (which, pursuant to Section 2.1, must include the Requisite Investors), shall be entitled, at their discretion, to either (a) specific performance of the terms of this Agreement, whether before or after the Closing, together with any costs of enforcement incurred by the Closing Investors in seeking to enforce such remedy or (b) payment by the Failing Investors in an amount equal to the out-of-pocket damages incurred by such Closing Investors (including amounts paid under any such Investor’s Guarantee) in an amount not to exceed such Failing Investor’s Commitment. If the Closing Investors determine to cause Parent to enforce the remedy described in the preceding sentence against any Failing Investor, they must do so against all Failing Investors and, prior to doing so, the Closing Investors must affirm their willingness to fund their Commitments. If Parent, acting at the direction of the Investors entitled to enforce this Agreement in respect of any provision hereof, elects to do so against another Investor, it must do so against any other Investor that has similarly failed to perform with respect to the same provision hereof. Parent will not have the right to recover lost profits or benefit of the bargain damages or any special, indirect, or consequential damages (other than out-of-pocket damages referred to above) from any Failing Investor; its only damages remedy against a Failing Investor is set forth above in clauses (a) and (b) of the second sentence of this paragraph. If there are multiple Failing Investors, each Failing Investor’s portion of the total obligations hereunder shall be the amount equal to the product of (a) the amounts due from all Failing Investors hereunder

multiplied by (b) a fraction of which the numerator is the amount of such Failing Investor’s Commitment and the denominator is the sum of all Failing Investors’ Commitments. In no event will any Investor be liable under this Agreement in an amount that exceeds the amount of such Investor’s Commitment less the amounts previously funded pursuant to such Investor’s Equity Commitment Letter and Guarantee, regardless of the form of action (including breach of warranty, breach of contract, tort, negligence, strict liability or statutory) or type of damages. If any Investor for any reason pays damages to the Company and/or Parent in an amount greater than the amount of its Commitment, to the extent that Parent receives any such amount, Parent shall promptly return to such Investor the amount received from such Investor in excess of its Commitment.

     4.4. No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that certain of the Investors may be partnerships or limited liability companies, Parent and each Investor covenants, agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any former, current or future directors, officers, agents, affiliates, general or limited partners, members, managers or stockholders of any Investor or any former, current or future directors, officers, agents, affiliates, employees, general or limited partners, members, managers or stockholders of any of the foregoing, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future director, officer, employee, general or limited partner or member or manager of any Investor or of any partner, member, manager or affiliate thereof, as such, for any obligation of any Investor under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

     4.5. Governing Law; Consent to Jurisdiction. This Agreement, and any disputes hereunder, shall be governed by and construed in accordance with the internal laws of the State of New York. In addition, each party (i) irrevocably and unconditionally consents and submits to the personal jurisdiction of the state and federal courts of the United States of America located in the State of New York solely for the purposes of any suit, action or other proceeding between any of the parties hereto arising out of this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (iii) waives any claim of improper venue or any claim that the courts of the State of New York are an inconvenient forum for any action, suit or proceeding between any of the parties hereto arising out of this Agreement or any transaction contemplated hereby, (iv) agrees that it will not bring any action relating to this Agreement in any court other than the courts of the State of New York and (v) to the fullest extent permitted by Law, consents to service being made through the notice procedures set forth in Section 10.1 of the Merger Agreement.

     4.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     4.7. Exercise of Rights and Remedies. No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

     4.8. Other Agreements; Assignment. This Agreement, together with the agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties or any of their affiliates with respect to the subject matter contained herein except for such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms. Other than as provided herein, this Agreement shall not be assigned without the prior written consent of the parties hereto.

     4.9. Consultation. Each party shall keep the other parties informed of its expectations and intentions regarding the Merger and the transactions contemplated hereby and will notify the other parties hereto promptly of any changes therein.

     4.10. Confidentiality. Each party hereto agrees to, and shall cause its affiliates, directors, officers, employees, agents, advisors and representatives (“Representatives”) to, keep any information supplied by or on behalf of any of the other parties to this letter agreement, confidential (“Confidential Information”) and to use, and cause its Representatives to use, the Confidential Information only in connection with the Merger and the transactions contemplated hereby; provided, however, that the term “Confidential Information” does not include information that (a) is already in such party’s possession, provided that such information is not subject to another confidentiality agreement with or other obligation of secrecy to any person, (b) is or becomes generally available to the public other than as a result of a disclosure, directly or indirectly, by such party or such party’s Representatives, or (c) is or becomes available to such party on a non-confidential basis from a source other than any of the parties hereto or any of their respective Representatives, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to any person; provided further, however, that that nothing herein shall prevent any part hereto from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (iii) to the extent required by law or regulation, (iv) to the extent necessary in connection with the exercise of any remedy, hereunder, (v) in connection with a sell-down made in accordance with the sell-down procedures described in Schedule B. and (vi) to such party’s Representatives that need to know such information (it being understood and agreed that, in the case of clause (i), (ii) or (iii), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any information so disclosed is accorded confidential treatment, when and if available).

     4.11. Family Investor Rollover. Parent, the Family Investor and each Sponsor Investor will cooperate to structure the contribution of the equity held by the Family Investor to Parent as contemplated by the Equity Commitment Letter executed by the Family Investor as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger) to the extent permitted by law; provided, however, that under no circumstances shall any party be required to take any action or agree to any amendment, waiver or modification of the Merger Agreement or any related agreement (including this Agreement) pursuant to this Section 4.11 if such action or amendment, waiver or modification would be adverse to such person or any Sponsor Investor (provided that the incurrence of immaterial costs or expenses shall not be deemed to be adverse for purposes of this sentence). In addition, none of the Parent or any Sponsor Investor may take any action to amend, modify or waive any provision of the Merger Agreement or any related agreement (including this Agreement) if such amendment, waiver or modification would result in an adverse change in the ability of the Family Investor to contribute the equity held by it to Parent as a tax-free exchange (other than with respect to any cash received by the Family Investor in the Merger).

     4.12. PR Coordination. Each party hereto will coordinate in good faith any and all press releases and other public relations matters with respect to the Merger and the transactions contemplated hereby. Unless otherwise required by law or the rules of any stock exchange or regulatory authority, no party hereto may issue any press release or otherwise make any public announcement or comment on the Merger and the transactions contemplated hereby without prior consent of the Four Investors.

     4.13. Non-Circumvention. Each party hereto agrees that it shall not indirectly accomplish that which it is not permitted to accomplish directly under this Agreement.

     4.14. General. Nothing in this letter agreement shall be deemed to constitute a partnership between any of the parties, nor constitute any part the agent of any other party for any purpose.

[Signature pages follow]

     IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

HERCULES HOLDING II, LLC
By:	/s/ Chris Gordon
	Name: Chris Gordon
	Title: President and Assistant Secretary

BAIN CAPITAL FUND IX, L.P.
By: BAIN CAPITAL PARTNERS IX, L.P.,
its general partner
By:	BAIN CAPITAL INVESTORS, LLC,
its general partner
By:	/s/ Stephen Pagliuca
Name:	Stephen Pagliuca
Title:	Authorized Person

KKR MILLENNIUM FUND, L.P.
By:	KKR ASSOCIATES MILLENNIUM L.P.,
its general partner
By:	KKR MILLENNIUM GP LLC,
its general partner
By:	/s/ Scott C. Nuttall
	Name: Scott C. Nuttall
	Title: Member
KKR PEI INVESTMENTS, L.P.
By:	KKR PEI Associates, L.P.
	Its General Partner
By:	KKR PEI GP Limited
	The General Partner of KKR PEI Associates, L.P.
By:	/s/ Scott C. Nuttall
	Name: Scott C. Nuttall
	Title: Director

ML GLOBAL PRIVATE EQUITY FUND, L.P.
By:	MLGPE LTD, its General Partner
By:	/s/  Nathan Thorne
	Name: Nathan Thorne
	Title:   Authorized Person

FRISCO, INC.
By:	/s/ Thomas F. Frist, Jr.
	Name: Thomas F. Frist, Jr.
	Title: Authorized Person
FRISCO PARTNERS
By:	/s/ Thomas F. Frist, Jr.
	Name: Thomas F. Frist, Jr.
	Title: Authorized Person

BANC OF AMERICA SECURITIES LLC
By:	/s/ Bruce R. Thompson
	Name: Bruce R. Thompson
	Title: Managing Director

CITIGROUP INC.
By:	/s/  Robert Druskin
	Name: Robert Druskin
	Title:   Authorized Person