8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      October 25, 2000
                                                      ----------------


                          HCA - THE HEALTHCARE COMPANY

               (Exact Name of Company as Specified in Its Charter)

           DELAWARE                    001-11239                 75-2497104
(State or other Jurisdiction   (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)

                                 ONE PARK PLAZA
                           NASHVILLE, TENNESSEE 37203

              (Address and Zip Code of Principal Executive Offices)

                                 (615) 344-9551

              (Registrant's telephone number, including area code)


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ITEM 5. OTHER EVENTS.

         In connection with the issuance and sale, pursuant to the Securities
Act of 1933, as amended, of an aggregate of L.150,000,000 principal amount of
the Registrant's 8.75% Notes due 2010, the Registrant files herewith those
Exhibits listed in Item 7(c) below.

ITEM 7(c). EXHIBITS.

         The following Exhibits are furnished in accordance with Item 601 of
Regulation S-K:

         Exhibit  1.1 Underwriting Agreement Standard Provisions (Debt
                      Securities) dated October 25, 2000.

         Exhibit  1.2 Underwriting Agreement (Terms) dated October 25, 2000,
                      by and among HCA - The Healthcare Company, Deutsche Bank
                      AG London, Morgan Stanley & Co. Incorporated and Salomon
                      Brothers International Limited.

         Exhibit  4.1 8.75% Note due 2010 in the principal amount of
                      L.150,000,000.

         Exhibit 10.1 Agency Agreement dated as of October 25, 2000, by and
                      among HCA - The Healthcare Company, Bank One, NA, London
                      Branch and Credit Agricole Indosuez Luxembourg S.A.



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                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                    HCA - THE HEALTHCARE COMPANY


                                    /s/ John M. Franck II
                                    --------------------------------------------
                                    John M. Franck II
                                    Vice President and Corporate Secretary

                                    November 6, 2000

EX-1.1

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                                                                    Exhibit 1.1




                          HCA - THE HEALTHCARE COMPANY

                             UNDERWRITING AGREEMENT

                              STANDARD PROVISIONS
                               (DEBT SECURITIES)


                                                               October 25, 2000

From time to time, HCA - The Healthcare Company (f/k/a Columbia/HCA Healthcare
Corporation), a Delaware corporation (the "Company"), may enter into one or
more underwriting agreements that provide for the sale of designated securities
to the several underwriters named therein. The standard provisions set forth
herein may be incorporated by reference in any such underwriting agreement (an
"Underwriting Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein sometimes referred to as this
Agreement. Terms not defined herein shall have the meanings ascribed to them in
the Underwriting Agreement.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities and has filed with, or shall promptly hereafter file with, the
Commission a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Offered Securities pursuant to Rule 424 or Rule 434 under the
Securities Act of 1933, as amended (the "Securities Act"). The term
"Registration Statement" means the registration statement, including the
exhibits thereto, as amended to the date of this Agreement, and also includes
any registration statement registering securities covered by the Basic
Prospectus pursuant to Rule 429 of the Securities Act. The term "Basic
Prospectus" means the prospectus included in the Registration Statement. The
term "Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. The term "preliminary prospectus" means a preliminary prospectus
supplement specifically relating to the Offered Securities, together with the
Basic Prospectus. As used herein, the terms "Registration Statement," "Basic
Prospectus," "Prospectus" and "preliminary prospectus" shall include in each
case the documents, if any, incorporated by reference therein. The terms
"supplement," "amendment" and "amend" as used herein shall include all
documents deemed to be incorporated by reference in the Registration Statement
or the Prospectus that are filed subsequent to the date of the Basic Prospectus
by the Company with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act").

The term "Contract Securities" means the Offered Securities to be purchased
pursuant to the delayed delivery contracts substantially in the form of
Schedule I hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The term "Underwriters' Securities" means the
Offered Securities other than the Contract Securities.

1.       Representations and Warranties. The Company represents and warrants to
and agrees with each of the Underwriters that:



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         (a)      The Company meets the requirements for use of Form S-3 under
the Securities Act. The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission. The Company has filed such amendments to the Registration Statement
as may have been required to the date of the Underwriting Agreement. There are
no contracts or other documents that are required to be (i) filed as exhibits
to, or incorporated by reference in, the Registration Statement under the
Securities Act that have not been filed as exhibits to, or incorporated by
reference in, the Registration Statement, or (ii) summarized in the Prospectus
that are not so summarized or are not adequately summarized. The financial
statements (including the related notes and supporting schedules) included in
the Registration Statement and the preliminary prospectus or the Prospectus, or
incorporated by reference therein, present fairly, in accordance with generally
accepted accounting principles the financial condition and results of
operations of the entities purported to be shown thereby, at the dates and for
the periods indicated, and have been prepared in conformity with generally
accepted accounting principles applied on a consistent basis throughout the
periods involved.

         (b)      At the time the Registration Statement or any amendment
thereto becomes effective, when the Prospectus is first filed with the
Commission pursuant to Rule 424(b) of the Regulations, when any supplement to
or amendment of the Prospectus is filed with the Commission, when any document
filed under the Exchange Act is filed, and at all times subsequent thereto and
including the Closing Date, and during such longer period as the Prospectus may
be required to be delivered in connection with sales by the Underwriters or a
dealer, the Registration Statement, any documents incorporated by reference in
the Registration Statement and the Prospectus, and any amendments thereof and
supplements thereto, comply or will comply in all material respects with the
applicable provisions of the Securities Act and the Exchange Act and the
respective rules and regulations thereunder and will contain all statements
that are required to be stated therein in accordance with the Securities Act
and the rules and regulations thereunder, and do not or will not contain an
untrue statement of a material fact and will not omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein not misleading, and no event will have occurred that should have been
set forth in an amendment or supplement to the Registration Statement, or any
document incorporated by reference in the Registration Statement or Prospectus
that has not been set forth in such an amendment, supplement or document
incorporated by reference. When any related preliminary prospectus was first
filed with the Commission (whether filed as part of the Registration Statement
for the registration of the Offered Securities or any amendment thereto or
pursuant to Rule 424(b) of the Regulations) and when any amendment thereof or
supplement thereto, including any document incorporated by reference therein,
was first filed with the Commission, such preliminary prospectus and any
amendments thereof and supplements thereto complied in all material respects
with the applicable provisions of the Securities Act and the Exchange Act and
the respective rules and regulations thereunder and did not contain an untrue
statement of a material fact and did not omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. No representation and warranty is made in this subsection, however,
with respect to (i) any statements or omissions in the Registration Statement
or the Prospectus based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through the Managers expressly
for use therein or (ii) that part of




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the Registration Statement that constitutes the Statement of Eligibility (Form
T-1) under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), of the Trustee. The documents incorporated by reference in the
Registration Statement and the Prospectus, when they were first filed with the
Commission, complied in all material respects with the applicable provisions of
the Exchange Act and the rules and regulations of the Commission thereunder.

         (c)      The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and
its Subsidiaries (as hereinafter defined), taken as a whole.

         (d)      Each direct and indirect subsidiary of the Company (the
"Corporate Subsidiaries"), which is a "Significant Subsidiary" within the
meaning of the rules and regulations under the Securities Act (the "Material
Corporate Subsidiaries"), has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property and to
conduct its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or be
in good standing would not have a material adverse effect on the Company and
its Subsidiaries, taken as a whole.

         (e)      Each of the partnerships owned or controlled, directly or
indirectly, by the Company (the "Partnerships," and together with the Corporate
Subsidiaries, the "Subsidiaries"), which is a "Significant Subsidiary" within
the meaning of the rules and regulations under the Securities Act (the
"Material Partnerships" and, together with the Material Corporate Subsidiaries,
the "Material Subsidiaries"), has been duly formed and is validly existing
under the laws of its jurisdiction of formation and has the partnership power
and authority to carry on its business as it is currently being conducted and
to own, lease and operate its properties, and each is duly qualified as a
foreign partnership authorized to do business in each jurisdiction in which the
nature of its business or its ownership or leasing of property requires such
qualification, except where the failure to be so qualified would not have a
material adverse effect on the Company and its Subsidiaries, taken as a whole.

         (f)      This Agreement has been duly authorized, executed and
delivered by the Company.

         (g)      The Indenture complies as to form in all material respects
with the requirements of the Trust Indenture Act and the rules and regulations
of the Commission thereunder. The Indenture has been duly qualified under the
Trust Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting



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creditors' rights generally and (ii) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability.

         (h)      The Delayed Delivery Contracts have been duly authorized,
executed and delivered by the Company and are valid and binding agreements of
the Company, enforceable against the Company in accordance with their
respective terms except as (i) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally
and (ii) the availability of equitable remedies may be limited by equitable
principles of general applicability.

         (i)      The Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the Indenture
and delivered to and paid for (A) by the Underwriters in accordance with the
terms of the Underwriting Agreement, in the case of the Underwriters'
Securities, or (B) by institutional investors in accordance with the terms of
the Delayed Delivery Contracts, in the case of the Contract Securities, will be
entitled to the benefits of the Indenture, and will be valid and binding
obligations of the Company, in each case enforceable against the Company in
accordance with their respective terms except as (i) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (ii) rights of acceleration, if any, and the availability
of equitable remedies may be limited by equitable principles of general
applicability.

         (j)      The execution, delivery and performance by the Company of
this Agreement, the Delayed Delivery Contracts, the Indenture, the Offered
Securities and any other material agreement to be entered into in conjunction
with the Offering (collectively, the "Transaction Documents"), the issuance,
authentication, sale and delivery of the Offered Securities and compliance by
the Company with the terms thereof and the consummation of the transactions
contemplated by the Transaction Documents will not conflict with, or result in
a breach or violation of, any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance upon, any property or assets of the Company or any of its
Subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound or to which any of the property or assets of the Company or any of its
Subsidiaries is subject, except for such breach, violation or default which
would not, either individually or in the aggregate, have a material adverse
effect on the Company and its Subsidiaries taken as a whole, nor will such
actions result in any violation of the provisions of the certificate of
incorporation or bylaws of the Company or any of its Subsidiaries, any statute
or any judgment, order, decree, rule or regulation of any court, arbitrator or
governmental agency or body having jurisdiction over the Company or any of its
Subsidiaries or any of their properties or assets, except such violations which
would not, either individually or in the aggregate, have a material adverse
effect on the Company and its Subsidiaries taken as a whole; and no consent,
approval, authorization or order of, or filing or registration with, any such
court, arbitrator or governmental agency or body under any such statute,
judgment, order, decree, rule or regulation is required for the execution,
delivery and performance by the Company of each of the Transaction Documents,
the issuance, authentication, sale and delivery of the Offered Securities and
compliance by the Company with the terms thereof and the consummation of the
transactions contemplated by the Transaction Documents, except for such
consents,



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approvals, authorizations, filings, registrations or qualifications (i) which
shall have been obtained or made prior to the Closing Date and (ii) as may be
required to be obtained or made under the Securities Act and applicable state
securities laws in connection with the purchase and distribution of the Offered
Securities by the Underwriters. The Commission has not issued any order
preventing or suspending the use of any preliminary prospectus. Each
Transaction Document conforms in all material respects to the description
thereof contained in the Prospectus.

         (k)      There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the
Company and its Subsidiaries, taken as a whole, from that set forth in the
Prospectus or in any document incorporated by reference in the Registration
Statement or Prospectus.

         (l)      There are no pending actions, suits or judicial, arbitral,
rule-making, administrative or other proceedings to which the Company or any of
its Subsidiaries is a party or of which any property or assets of the Company
or any of its Subsidiaries is the subject which (A) except as disclosed in the
Prospectus, individually or in the aggregate, if determined adversely to the
Company or any of its Subsidiaries, could reasonably be expected to have a
material adverse effect on the Company and its Subsidiaries, taken as a whole,
or (B) questions the validity or enforceability of any of the Transaction
Documents or any action taken or to be taken pursuant thereto; and no such
proceedings (other than, with respect to matters set forth in clause (A), those
that are disclosed in the Prospectus) are threatened or contemplated by
governmental authorities or threatened by others.

         (m)      The Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended.

         (n)      The Company and its Subsidiaries (i) are in compliance with
any and all applicable foreign, federal, state and local laws and regulations
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their
respective businesses, and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and conditions
of such permits, licenses or approvals would not, individually or in the
aggregate, have a material adverse effect on the Company and its Subsidiaries,
taken as a whole.

         (o)      In the ordinary course of its business, the Company conducts
a periodic review of the effect of Environmental Laws on the business,
operations and properties of the Company and its Subsidiaries, in the course of
which it identifies and evaluates associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for
clean-up, closure of properties or compliance with Environmental Laws or any
permit, license or approval, any related constraints on operating activities
and any potential liabilities to third parties). On the basis of such review,
the Company has reasonably concluded that such



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associated costs and liabilities would not, individually or in the aggregate,
have a material adverse effect on the Company and its Subsidiaries, taken as a
whole.

         (p)      The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

         (q)      All of the outstanding shares of capital stock of each
Material Corporate Subsidiary and all of the outstanding interests of each
Material Partnership of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly or indirectly
by the Company, free and clear of any lien, charge, encumbrance, security
interest, restriction upon voting or transfer or any other claim of any third
party.

         (r)      The Company has full right, power and authority to execute
and deliver the Transaction Documents and to perform its obligations hereunder
and thereunder; and all corporate action required to be taken for the due and
proper authorization, execution and delivery of each of the Transaction
Documents and the consummation of the transactions contemplated thereby have
been duly and validly taken.

         (s)      Ernst & Young, LLP are independent certified public
accountants with respect to the Company and its Subsidiaries as required by the
Securities Act and the Rules and Regulations. The historical financial
statements (including the related notes and supporting schedules) contained or
incorporated by reference in the Registration Statement and the Prospectus
comply in all material respects with the applicable requirements under the
Securities Act and the Exchange Act (except that certain supporting schedules
are omitted); such financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied throughout the
periods covered thereby and fairly present the financial position of the
entities purported to be covered thereby at the respective dates indicated and
the results of their operations and their cash flows for the respective periods
indicated; and the financial information contained or incorporated by reference
in the Registration Statement and the Prospectus are derived from the
accounting records of the Company and its Subsidiaries and fairly present the
information purported to be shown thereby. The pro forma financial information
contained or incorporated by reference in the Registration Statement and the
Prospectus has been prepared on a basis consistent with the historical
financial statements contained or incorporated by reference in the Prospectus
(except for the pro forma adjustments specified therein), includes all material
adjustments to the historical financial information required by Rule 11-02 of
Regulation S-X under the Securities Act and the Exchange Act to reflect the
transactions described in the Prospectus, gives effect to assumptions made on a
reasonable basis and fairly presents the historical and proposed transactions
contemplated by the Prospectus and the Transaction Documents. The other
historical financial and statistical information and data included or
incorporated by reference in the Prospectus are, in all material respects,
fairly presented.

         (t)      No action has been taken and no statute, rule, regulation or
order has been enacted, adopted or issued by any governmental agency or body
which prevents the issuance of the Offered Securities or suspends the sale of
the Offered Securities in any jurisdiction; no injunction, restraining order or
order of any nature by any federal or state court of competent jurisdiction has
been issued with respect to the Company or any of its Subsidiaries which would
prevent or suspend the issuance or sale of the Offered Securities or the use of
the




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preliminary prospectus or the Prospectus in any jurisdiction; no action, suit
or proceeding is pending against or, to the reasonable best knowledge of the
Company, threatened against or affecting the Company or any of its Subsidiaries
before any court or arbitrator or any governmental agency, body or official,
domestic or foreign, which could reasonably be expected to draw into question
the validity or enforceability of any of the Transaction Documents.

         (u)      Neither the Company nor any of its Subsidiaries is (i) in
violation of its certificate of incorporation or bylaws, (ii) in default, and
no event has occurred which, with notice or lapse of time or both, would
constitute such a default, in the due performance or observance of any term,
covenant or condition contained in any material indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to which it is
a party or by which it is bound or to which any of its property or assets is
subject or (iii) in violation of any law, ordinance, governmental rule,
regulation or court decree to which it or its property or assets may be
subject, except in the case of (i), with respect to such Subsidiaries, (ii) and
(iii) for such defaults or violations which would not, either individually or
in the aggregate, reasonably be expected to have a material adverse effect on
the Company and its Subsidiaries taken as a whole.

         (v)      The Company and each of its Subsidiaries possess all material
licenses, certificates, authorizations and permits issued by, and have made all
declarations and filings with, the appropriate federal, state or foreign
regulatory agencies or bodies which are necessary or desirable for the
ownership of their respective properties or the conduct of their respective
businesses as described in the Prospectus, except where the failure to possess
or make the same would not, individually or in the aggregate, have a material
adverse effect on the Company and its Subsidiaries taken as a whole, and
neither the Company nor any of its Subsidiaries has received notification of
any revocation or modification of any such license, certificate, authorization
or permit or has any reason to believe that any such license, certificate,
authorization or permit will not be renewed in the ordinary course, except for
such revocations, modifications or failures to renew which would not, either
individually or in the aggregate, reasonably be expected to have a material
adverse effect on the Company and its Subsidiaries taken as a whole.

2.       Delayed Delivery Contracts. If the Prospectus provides for sales of
Offered Securities pursuant to Delayed Delivery Contracts, the Company hereby
authorizes the Underwriters to solicit offers to purchase Contract Securities
on the terms and subject to the conditions set forth in the Prospectus pursuant
to Delayed Delivery Contracts. Delayed Delivery Contracts may be entered into
only with institutional investors of the types set forth in the Prospectus that
are approved by the Company. On the Closing Date, the Company will pay to the
Managers as compensation for the accounts of the Underwriters the commission
set forth in the Underwriting Agreement in respect of the Contract Securities.
The Underwriters will not have any responsibility in respect of the validity or
the performance of any Delayed Delivery Contracts.

If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered




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Securities set forth opposite such Underwriter's name in the Underwriting
Agreement, except to the extent that the Managers determine that such reduction
shall be applied in other proportions and so advise the Company; provided,
however, that the total amount of Offered Securities to be purchased by all
Underwriters shall be the aggregate amount set forth above, less the aggregate
amount of Contract Securities.

3.       Public Offering. The Company is advised by the Managers that the
Underwriters propose to make a public offering of their respective portions of
the Underwriters' Securities as soon after this Agreement has been entered into
as in the Managers' judgment is advisable. The terms of the public offering of
the Underwriters' Securities are set forth in the Prospectus.

4.       Purchase and Delivery. Payment for the Underwriters' Securities shall
be made by wire transfer to the Company in same-day funds at the time and place
set forth in the Underwriting Agreement, upon delivery to the Managers for the
respective accounts of the several Underwriters of the Underwriters'
Securities, registered in such names and in such denominations as the Managers
shall request in writing not less than two business days prior to the date of
delivery, with any transfer taxes payable in connection with the transfer of
the Underwriters' Securities to the Underwriters duly paid.

5.       Conditions to Closing. The several obligations of the Underwriters
hereunder are subject to the accuracy, on and as of the date of the
Underwriting Agreement and the Closing Date, of the representations and
warranties of the Company contained herein, to the accuracy of the statements
of the Company and its officers made in any certificates delivered pursuant
hereto, to the performance by the Company of its obligations hereunder, and to
each of the following additional terms and conditions:

         (a)      Subsequent to the execution and delivery of the Underwriting
Agreement and prior to the Closing Date,

                  (i)      there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or potential downgrading or of
any review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company's securities by any
"nationally recognized statistical rating organization," as such term is
defined for purposes of Rule 436(g)(2) under the Securities Act; and

                  (ii)     there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and its
Subsidiaries, taken as a whole, from that set forth in the Prospectus
(exclusive of any amendment or supplement thereto on or after the date hereof),
that is material and adverse and that makes it, in the judgment of the
Managers, impracticable or inadvisable to market the Offered Securities on the
terms and in the manner contemplated in the Prospectus.

         (b)      The Managers shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of the
Company, to the effect set forth in clause (a)(i) above and to the effect that
the representations and warranties of the Company contained in this Agreement
are true and correct as of the Closing Date and that the Company has




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complied with all of the agreements and satisfied all of the conditions on its
part to be performed or satisfied on or before the Closing Date. The officer
signing and delivering such certificate may rely upon the reasonable best of
his knowledge as to proceedings threatened.

         (c)      The Managers shall have received on the Closing Date an
opinion of Robert A. Waterman, General Counsel of the Company, or of other
counsel to the Company acceptable to the Managers, dated the Closing Date, to
the effect that:

                  (i)      the Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of property
requires such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect on
the Company and its Subsidiaries, taken as a whole;

                  (ii)     each Material Corporate Subsidiary has been duly
incorporated, is validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described in the
Prospectus and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a material
adverse effect on the Company and its Subsidiaries, taken as a whole;

                  (iii)    each Material Partnership has been duly formed and
is validly existing under the laws of its jurisdiction of formation and has the
partnership power and authority to carry on its business as it is currently
being conducted and to own, lease and operate its properties, and each is duly
qualified as a foreign partnership authorized to do business in each
jurisdiction in which the nature of its business or its ownership or leasing of
property requires such qualification, except where the failure to be so
qualified would not have a material adverse effect on the Company and its
Subsidiaries, taken as a whole;

                  (iv)     this Agreement has been duly authorized, executed
and delivered by the Company;

                  (v)      the Indenture complies as to form in all material
respects with the requirements of the Trust Indenture Act and the rules and
regulations thereunder;

                  (vi)     the Indenture has been duly qualified under the
Trust Indenture Act and has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws
affecting creditors' rights generally and (b) rights of acceleration and the
availability of equitable remedies may be limited by equitable principles of
general applicability;



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                  (vii)    the Delayed Delivery Contracts have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company, enforceable in accordance with their respective
terms except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability;

                  (viii)   the Offered Securities have been duly authorized
and, when executed and authenticated in accordance with the provisions of the
Indenture and delivered to and paid for (A) by the Underwriters in accordance
with the terms of the Underwriting Agreement, in the case of Underwriters'
Securities, or (B) by institutional investors in accordance with the terms of
the Delayed Delivery Contracts, in the case of the Contract Securities, will be
entitled to the benefits of the Indenture and will be valid and binding
obligations of the Company, in each case enforceable against the Company in
accordance with their respective terms except as (1) the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors'
rights generally and (2) rights of acceleration, if any, and the availability
of equitable remedies may be limited by equitable principles of general
applicability;

                  (ix)     the execution, delivery and performance by the
Company of the Transaction Documents, the issuance, authentication, sale and
delivery of the Offered Securities and compliance by the Company with the terms
thereof and the consummation of the transactions contemplated by the
Transaction Documents will not conflict with or result in a breach or violation
of any of the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon, any
property or assets of the Company or any of its Subsidiaries pursuant to any
indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument known to such counsel to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound or to which any of the property or assets of the Company or any of its
Subsidiaries is subject, except for such breach, violation or default which
would not, either individually or in the aggregate, have a material adverse
effect on the Company and its Subsidiaries taken as a whole, nor will such
actions result in any violation of (1) the provisions of the certificate of
incorporation or bylaws of the Company or any of its Subsidiaries or (2) any
statute or, to the knowledge of such counsel, any judgment, order, decree, rule
or regulation of any court or arbitrator or governmental agency or body having
jurisdiction over the Company or any of its Subsidiaries or any of their
properties or assets, except in the case of clauses (1) and (2), such
violations which would not, either individually or in the aggregate, have a
material adverse effect on the Company and its Subsidiaries taken as a whole;
and no consent, approval, authorization or order of, or filing or registration
with, any such court or arbitrator or governmental agency or body under any
such statute, judgment, order, decree, rule or regulation is required for the
execution, delivery and performance by the Company of each of the Transaction
Documents, the issuance, authentication, sale and delivery of the Offered
Securities and compliance by the Company with the terms thereof and the
consummation of the transactions contemplated by the Transaction Documents,
except for such consents, approvals, authorizations, filings, registrations or
qualifications (A) which shall have been obtained or made prior to the Closing
Date and (B) as may be required to be obtained or made under the Securities
Act, and applicable state securities laws in connection with the purchase and
distribution of the Offered Securities by the Underwriters;



                                     -10-
   11

                  (x)      each Transaction Document conforms in all material
respects to the description thereof contained in the Prospectus;

                  (xi)     the statements (A) in the Prospectus under the
captions "Description of the Debt Securities" and "Plan of Distribution," (B)
in the Registration Statement under Item 15, (C) in "Item 3 - Legal
Proceedings" of the Company's most recent annual report on Form 10-K
incorporated by reference in the Prospectus and (D) in "Item 1 - Legal
Proceedings" of Part II of the Company's quarterly reports on Form 10-Q, if
any, filed since such annual report, in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to such legal
matters, documents and proceedings;

                  (xii)    to the knowledge of such counsel, there are no
pending actions or suits or judicial, arbitral, rule-making, administrative or
other proceedings to which the Company or any of its Subsidiaries is a party or
of which any property or assets of the Company or any of its Subsidiaries is
the subject which (A) except as disclosed in the Prospectus, individually or in
the aggregate, if determined adversely to the Company or any of its
Subsidiaries, could reasonably be expected to have a material adverse effect on
the Company and its Subsidiaries, taken as a whole, or (B) questions the
validity or enforceability of any of the Transaction Documents or any action
taken or to be taken pursuant thereto; and to the knowledge of such counsel, no
such proceedings (other than, with respect to matters set forth in clause (A),
those that are disclosed in the Prospectus) are threatened in writing by
governmental authorities;

                  (xiii)   the Company is not an "investment company" or an
entity "controlled" by an "investment company," as such terms are defined in
the Investment Company Act of 1940, as amended;

                  (xiv)    all of the outstanding shares of capital stock of
each Material Corporate Subsidiary and all of the outstanding interests of each
Material Partnership of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and are owned directly or indirectly
by the Company, free and clear of any lien, charge, encumbrance, security
interest, restriction upon voting or transfer or any other claim of any third
party;

                  (xv)     the Company has full right, power and authority to
execute and deliver the Transaction Documents and to perform its obligations
hereunder and thereunder; and all corporate action required to be taken for the
due and proper authorization, execution and delivery of each of the Transaction
Documents and the consummation of the transactions contemplated thereby have
been duly and validly taken;

                  (xvi)    to the knowledge of such counsel, neither the
Company nor any of its Subsidiaries is (A) in violation of its certificate of
incorporation or bylaws, or (B) in default, and no event has occurred which,
with notice or lapse of time or both, would constitute a default, in the due
performance or observance of any term, covenant or condition contained in any
material agreement or instrument filed as an exhibit to its periodic reports
with the Commission since the end of the Company's most recent fiscal year,
except as disclosed in the Prospectus, in violation of any law, ordinance,
governmental rule, regulation or court decree to which it or its property or
assets may be subject, except that in the case of (A) and (B), for such
defaults or violations that would not, either individually or in the aggregate,





                                     -11-
   12

reasonably be expected to have a material adverse effect on the Company and its
Subsidiaries taken as a whole;

                  (xvii)   such counsel is of the opinion that (A) each
document, if any, filed pursuant to the Exchange Act and incorporated by
reference in the Prospectus (except for financial statements and schedules
included therein as to which such counsel need not express any opinion),
complied when so filed as to form in all material respects with the Exchange
Act and the applicable rules and regulations of the Commission thereunder and
(B) the Registration Statement and Prospectus (except for financial statements
and schedules as to which such counsel need not express any opinion), comply as
to form in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder; and

                  (xviii)  the Registration Statement was declared effective
under the Securities Act and the Indenture was qualified under the Trust
Indenture Act as of the date and time specified in such opinion; the Prospectus
was filed with the Commission pursuant to the subparagraph of Rule 424(b) of
the Rules and Regulations specified in such opinion on the date specified
therein; and no stop order suspending the effectiveness of the Registration
Statement has been issued and, to such counsel's knowledge, no proceeding for
that purpose is pending or threatened by the Commission.

In addition, such counsel shall state his belief that (1) each part of the
Registration Statement (except for financial statements and schedules as to
which such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1 heretofore referred to and
statements of the underwriters), when such part became effective did not, and,
as of the date such opinion is delivered, does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and (2) the
Prospectus (except for financial statements and schedules as to which such
counsel need not express any belief), at the time it was filed pursuant to Rule
424(b) did not, and as of the date such opinion is delivered does not, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. Such counsel may state that his belief is based upon his
participation in the preparation of the Registration Statement and Prospectus,
any amendments or supplements thereto and any documents incorporated therein by
reference, his consultation with other officers of the Company who have
participated in the preparation of the Registration Statement and Prospectus,
any amendments or supplements thereto and any documents incorporated therein by
reference and upon his review and discussion of the contents thereof, but are
without independent check or verification, except as specified.

         (d)      The Managers shall have received on the Closing Date an
opinion of White & Case LLP, counsel for the Underwriters, dated the Closing
Date, covering the matters referred to in subparagraphs (iv), (v), (vi),
(viii), (xi) (but only as to the statements in the Prospectus under
"Description of Debt Securities" and "Plan of Distribution") and (xvii) (B) of
subsection (c) above.



                                     -12-
   13

In addition, the Managers shall have received on the Closing Date an opinion of
Jenkens & Gilchrist, a Professional Corporation, dated the Closing Date,
pursuant to which such counsel shall state its belief that (1) each part of the
Registration Statement (except for financial statements and schedules as to
which such counsel need not express any belief and except for that part of the
Registration Statement that constitutes the Form T-1 heretofore referred to),
when such part became effective did not, and, as of the date such opinion is
delivered, does not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (2) the Prospectus (except for financial
statements and schedules as to which such counsel need not express any belief)
as of the date such opinion is delivered does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. Such counsel may state that its belief is based upon its
participation in the preparation of the Registration Statement and Prospectus
and any amendments or supplements thereto (but not including documents
incorporated therein by reference) and upon its review and discussion of the
contents thereof (including documents incorporated therein by reference), but
are without independent check or verification, except as specified. The opinion
of counsel to the Company described in subsection (c) above shall be rendered
to Underwriter's counsel at the request of the Company and shall so state
therein.

         (e)      The Managers shall have received on the date of this
Agreement and on the Closing Date letters, dated the date of this Agreement and
the Closing Date, respectively, in form and substance satisfactory to the
Managers, from the Company's independent public accountants, containing
statements and information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference into
the Prospectus.

         (f)      If applicable, the Notes shall have been accepted into the
clearing systems operated by Euroclear System and Clearstream Banking, societe
anonyme, Luxembourg.

         (g)      The Luxembourg Stock Exchange shall have agreed to list the
Offered Securities on or before the Closing Date.

6.       Covenants of the Company. In further consideration of the agreements
of the Underwriters herein contained, the Company covenants as follows:

         (a)      To furnish the Managers, without charge, a signed copy of the
Registration Statement (including exhibits thereto) and for delivery to each
other Underwriter a conformed copy of the Registration Statement (without
exhibits thereto) and, during the period mentioned in paragraph (c) below, as
many copies of the Prospectus, any documents incorporated by reference therein
and any supplements and amendments thereto or to the Registration Statement as
the Managers may reasonably request.

         (b)      Before amending or supplementing the Registration Statement
or the Prospectus with respect to the Offered Securities, to furnish to the
Managers a copy of each such proposed amendment or supplement and not to file
any such proposed amendment or supplement to which the Managers reasonably
object.



                                     -13-
   14

         (c)      If, during such period after the first date of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition
exist as a result of which it is necessary, in the opinion of counsel for the
Underwriters, to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the opinion of counsel for
the Underwriters, it is necessary to amend or supplement the Prospectus to
comply with law or the rules of any stock exchange or in order for the
Prospectus not to contain a misstatement or omission, forthwith to prepare,
and, subject to Section 6(b), file with the Commission and furnish, at its own
expense, to the Underwriters, the dealers (whose names and addresses the
Managers will furnish to the Company) to which Offered Securities may have been
sold by the Managers on behalf of the Underwriters and any other dealers upon
request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading, or so that the Prospectus, as amended or supplemented, will comply
with applicable law.

         (d)      To endeavor to qualify the Offered Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the
Managers shall reasonably request and to maintain such qualification for as
long as the Managers shall reasonably request.

         (e)      To make generally available to its security holders and to
the Managers as soon as practicable an earnings statement covering a
twelve-month period beginning on the first day of the first full fiscal quarter
after the date of this Agreement, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act and the rules and regulations
of the Commission thereunder. If such fiscal quarter is the last fiscal quarter
of the Company's fiscal year, such earnings statement shall be made available
not later than 120 days after the close of the period covered thereby and in
all other cases shall be made available not later than 60 days after the close
of the period covered thereby.

         (f)      During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer, sell,
contract to sell or otherwise dispose of any debt securities of the Company or
warrants to purchase debt securities of the Company substantially similar to
the Offered Securities (other than (i) the Offered Securities and (ii)
commercial paper issued in the ordinary course of business), without the prior
written consent of the Managers.

         (g)      Whether or not any sale of Offered Securities is consummated,
to pay all expenses incident to the performance of its obligations under this
Agreement, including: (i) the preparation and filing of the Registration
Statement and the Prospectus and all amendments and supplements thereto, (ii)
the preparation, issuance and delivery of the Offered Securities, (iii) the
fees and disbursements of the Company's counsel and accountants and of the
Trustee and its counsel, (iv) the qualification of the Offered Securities under
securities or Blue Sky laws in accordance with the provisions of Section 6(d),
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of
any Blue Sky or Legal Investment Memoranda, (v) the printing and delivery to
the Underwriters in quantities requested of copies of the Registration
Statement




                                     -14-
   15

and all amendments thereto and of the Prospectus and any amendments or
supplements thereto, and of this Agreement, (vi) the costs incurred in
connection with the listing of the Offered Securities on the Luxembourg Stock
Exchange and the filing of the Prospectus with the Financial Services
Authority, (vii) any fees charged by rating agencies for the rating of the
Offered Securities, (viii) the fees and expenses of any paying agent or
transfer agent appointed in relation to the Offered Securities, and (ix) the
fees and expenses, if any, incurred with respect to any filing with the
National Association of Securities Dealers, Inc.

         (h)      To use its best efforts to cause any amendment to the
Registration Statement to become effective as promptly as possible and to
notify the Managers immediately (i) when any amendments to the Registration
Statement become effective, (ii) of any request by the Commission for any
amendment of or supplement to the Registration Statement or the Prospectus or
for any additional information, (iii) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment thereto or of the initiation, or the threatening, of
any proceedings therefor, (iv) of the receipt of any comments from the
Commission, and (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Offered Securities for
sale in any jurisdiction or of the listing of the Offered Securities on any
applicable exchange or the initiation or threatening of any proceeding for that
purpose. If the Commission shall propose or enter a stop order at any time, the
Company will make every reasonable effort to prevent the issuance of any such
stop order and, if issued, to obtain the lifting of such order as soon as
possible. The Company will not file any amendment to the Registration Statement
or any amendment of or supplement to the Prospectus before or after the
effective date of the Registration Statement to which the Managers shall
reasonably object in writing after being timely furnished in advance a copy
thereof.

         (i)      The Company will apply the proceeds from the sale of the
Securities as set forth under "Use of Proceeds" in the Prospectus and will take
such steps as shall be necessary to ensure that neither the Company nor any
Subsidiary shall become an "investment company" within the meaning of such term
under the Investment Company Act, and the rules and regulations thereunder.

         (j)      The Company will use its best efforts to procure the listing
of the Offered Securities on the Luxembourg Stock Exchange and to maintain the
same until none of the Offered Securities is outstanding; provided , however,
that if it is impracticable or unduly burdensome to maintain such listing, the
Company will use all reasonable endeavors to procure and maintain as aforesaid
a listing of the Offered Securities on such other stock exchange or exchanges
as it may (with the approval of the Managers) decide, and the Company shall be
responsible for any fees incurred in connection therewith.

7.       Indemnification and Contribution. (a) The Company agrees to indemnify
and hold harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Underwriter or any such controlling person
in connection with investigating or defending any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as




                                     -15-
   16

amended or supplemented if the Company shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Underwriter furnished to the Company in writing by such Underwriter through the
Managers expressly for use therein; provided, however, that the indemnity
agreement contained in this paragraph (a) with respect to a preliminary
prospectus or amended preliminary prospectus shall not inure to the benefit of
any Underwriter (or to the benefit of any person controlling such Underwriter)
from whom the person asserting any such losses, claims, damages and liabilities
purchased the Offered Securities which are the subject thereof, if the
Prospectus corrected any such alleged untrue statement or omission and if such
Underwriter failed to send or give a copy of the Prospectus (excluding the
documents incorporated by reference therein) to such person in connection with
the confirmation of the sale of such Offered Securities to such person and the
untrue statement in or omission from such preliminary prospectus was corrected
in the Prospectus unless, in either case, such failure to deliver the
Prospectus was a result of non-compliance by the Company with Section 6(a).

         (b)      Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to each Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through the
Managers expressly for use in the Registration Statement, any preliminary
prospectus, the Prospectus or any amendments or supplements thereto (including
any omission or alleged omission to include with such information a material
fact required to be stated therein or necessary to make the statements therein
not misleading).

         (c)      In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and shall pay the fees and disbursements of such counsel related to such
proceeding; provided, however, that the failure to notify the indemnifying
party shall not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 7. In any such proceeding,
any indemnified party shall have the right to retain its own counsel, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the indemnified party shall have
mutually agreed to the retention of such counsel, (ii) the named parties to any
such proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them or (iii) the indemnifying party has not in fact employed counsel
reasonably satisfactory to the indemnified party within a reasonable time after
receiving notice of the commencement of the action. It is understood that the
indemnifying party shall




                                     -16-
   17

not, in respect of the legal expenses of any indemnified party in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any
local counsel) for all such indemnified parties and that all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by the Managers, in the case of parties indemnified
pursuant to paragraph (a) above, and by the Company, in the case of parties
indemnified pursuant to paragraph (b) above. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such
proceeding.

         (d)      To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 7 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the
Underwriters, on the other hand, from the offering of the Offered Securities or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company, on the one hand, and of the Underwriters, on the other hand, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company, on the one hand,
and the Underwriters, on the other hand, in connection with the offering of the
Offered Securities shall be deemed to be in the same respective proportions as
the net proceeds from the offering of such Offered Securities (before deducting
expenses) received by the Company and the total underwriting discounts and
commissions received by the Underwriters bear to the aggregate public offering
price of the Offered Securities, in each case as set forth in the table on the
cover of the Prospectus Supplement. The relative fault of the Company, on the
one hand, and of the Underwriters, on the other hand, shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the respective principal amounts of Offered
Securities they have purchased hereunder, and not joint.

         (e)      The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 7 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account
of the equitable considerations referred to in paragraph




                                     -17-
   18

(d) above. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.

Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
underwriting discounts and commissions received by such Underwriter in respect
of the Offered Securities underwritten by it and distributed to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 7 are not
exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

8.       Termination. This Agreement shall be subject to termination, by notice
given by the Managers to the Company, if (a) after the execution and delivery
of the Underwriting Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on or by, as the case
may be, any of the Luxembourg Stock Exchange, New York Stock Exchange, the
American Stock Exchange or the National Association of Securities Dealers,
Inc., (ii) trading of any securities of the Company shall have been suspended
on any exchange or in any over-the-counter market, (iii) a general moratorium
on commercial banking activities in New York shall have been declared by either
federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event, individually
or together with any other such event, makes it, in the judgment of the
Managers, impracticable or inadvisable to market the Offered Securities on the
terms and in the manner contemplated in the Prospectus.

9.       Defaulting Underwriters. If, on the Closing Date, any one or more of
the Underwriters shall fail or refuse to purchase Underwriters' Securities that
it has or they have agreed to purchase hereunder on such date, and the
aggregate amount of the Underwriters' Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate amount of the Underwriters' Securities to
be purchased on such date, the other Underwriters shall be obligated severally
in the proportions that the amount of Underwriters' Securities set forth
opposite their respective names in the Underwriting Agreement bears to the
aggregate amount of Underwriters' Securities set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as the
Managers may specify, to purchase the Underwriters' Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase
on such date; provided, however, that in no event shall the amount of
Underwriters' Securities that any Underwriter has agreed to purchase pursuant
to this Agreement be increased pursuant to this Section 9 by an amount in
excess of one-ninth of such amount of Underwriters' Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Underwriters'




                                     -18-
   19

Securities and the aggregate amount of Underwriters' Securities with respect to
which such default occurs is more than one-tenth of the aggregate amount of
Underwriters' Securities to be purchased on such date, and arrangements
satisfactory to the Managers and the Company for the purchase of such
Underwriters' Securities are not made within 36 hours after such default, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case that does not result in
termination of this Agreement, either the Managers or the Company shall have
the right to postpone the Closing Date, but in no event for longer than seven
days, in order that the required changes, if any, in the Registration Statement
and in the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any default of such
Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of them,
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering of the Offered Securities.

10.      Representations and Indemnities to Survive. The respective indemnity
and contribution agreements and the representations, warranties and other
statements of the Company, its officers and the Underwriters set forth in this
Agreement will remain in full force and effect, regardless of any termination
of this Agreement, any investigation made by or on behalf of any Underwriter or
the Company or any of the officers, directors or controlling persons referred
to in Section 7 and delivery of and payment for the Offered Securities.

11.      Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers,
directors and controlling persons referred to in Section 7, and no other person
will have any right or obligation hereunder.

12.      Counterparts. The Underwriting Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

13.      Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

14.      Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.



                                     -19-
   20

                                   Schedule I


                           DELAYED DELIVERY CONTRACT



                                                            _____________, 20__

Dear Sirs:

The undersigned hereby agrees to purchase from HCA - The Healthcare Company
(f/k/a Columbia/HCA Healthcare Corporation), a Delaware corporation (the
"Company"), and the Company agrees to sell to the undersigned, the Company's
securities described in Schedule A annexed hereto (the "Securities"), offered
by the Company's Prospectus dated _______________, ____ and Prospectus
Supplement dated _____________, ____, the receipt of copies of which by the
undersigned is hereby acknowledged, at a purchase price stated in Schedule A,
and on the further terms and conditions set forth in this Agreement. The
undersigned does not contemplate selling Securities prior to making payment
therefor.

The undersigned will purchase from the Company Securities in the principal
amount and numbers on the delivery dates set forth in Schedule A. Each such
date on which Securities are to be purchased hereunder is hereinafter referred
to as a "Delivery Date."

Payment for the Securities which the undersigned has agreed to purchase on each
Delivery Date shall be made to the Company or its order by certified or
official bank check in New York Clearing House funds at the office of
____________, New York, N.Y., at 10:00 a.m. (New York time) on the Delivery
Date, upon delivery to the undersigned of the Securities to be purchased by the
undersigned on the Delivery Date, in such denominations and registered in such
names as the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to the
Delivery Date.

The obligation of the undersigned to take delivery of and make payment for the
Securities on the Delivery Date shall be subject to the conditions that (1) the
purchase of Securities to be made by the undersigned shall not at the time of
delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters named in the Prospectus Supplement
referred to above (the "Underwriters") of, such part of the Securities as is to
be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned at its
address set forth below notice to such effect, accompanied by a copy of the
opinion of counsel for the Company delivered to the Underwriters in connection
therewith.

Failure to take delivery of and make payment for the Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this Agreement.



                                     -20-
   21

This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors, but will not be assignable by either
party hereto without the written consent of the other.

If this Agreement is acceptable to the Company, it is requested that the
Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding agreement, as of the date first above-written, between
the Company and the undersigned when such counterpart is so mailed or
delivered.

This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.

Yours very truly,



(Purchaser)


By:


(Title)





(Address)
Accepted:

HCA - THE HEALTHCARE COMPANY


By:

Print Name:

Title:



                                     -21-
   22

                PURCHASER --- PLEASE COMPLETE AT TIME OF SIGNING


The name, telephone and department of the representative of the Purchaser with
whom details of delivery on the Delivery Date may be discussed is as follows:
(Please print.)



Name
Telephone No.
(Including Area Code)

Department
- ----------------
- ----------------
                                                 -----------------




                                     -22-
   23

                                   SCHEDULE A


Securities:




Principal Amounts or Numbers to be Purchased:



Purchase Price:



Delivery Dates:



                                     -23-

EX-1.2

   1
                                                                     Exhibit 1.2

                             UNDERWRITING AGREEMENT
                                     (TERMS)

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

                               L.150,000,000

                              8.75% Notes Due 2010

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

                                October 25, 2000

HCA - The Healthcare Company
One Park Plaza
Nashville, Tennessee 37203

Dear Sirs/Madams:

         The undersigned Deutsche Bank AG London, Salomon Brothers International
Limited and Morgan Stanley & Co. Incorporated (the "Underwriters") understand
that HCA - The Healthcare Company (f/k/a Columbia/HCA Healthcare Corporation), a
Delaware corporation (the "Company"), proposes to issue and sell L.150,000,000
aggregate principal amount of its 8.75% Notes due 2010 (the "Offered
Securities"). The Offered Securities will be issued pursuant to the provisions
of an Indenture dated as of December 16, 1993, as supplemented (the
"Indenture"), between the Company and Bank One Trust Company, NA (the successor
to The First National Bank of Chicago), as trustee (the "Trustee").

         Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell and the Underwriters agree
to purchase, severally and not jointly, the respective principal amounts of the
Offered Securities set forth below opposite their names at a purchase price of
98.875% of the principal amount of the Offered Securities.

                                                              Principal Amount
                                                                     of
                                                             Offered Securities
                                                             ------------------
         Deutsche Bank AG London ............................   L.120,000,000
         Morgan Stanley & Co. Incorporated ..................      15,000,000
         Salomon Brothers International Limited  ............      15,000,000
                                                             ----------------
                  Total .....................................   L.150,000,000
                                                             ================

         The Underwriters will pay for the Offered Securities upon delivery
thereof at the offices of Deutsche Bank AG London or through the facilities of
Clearstream Banking, societe




   2

anonyme, Luxembourg or the Euroclear System at 2:00 p.m. (London time) on
November 1, 2000 (the "Closing Date").

         The Offered Securities shall have the terms set forth in the Prospectus
dated August 5, 1999, and the Prospectus Supplement dated of even date herewith,
including the following:

                                
         Public Offering Price:             100% of principal amount

         Purchase Price:                    98.875% of principal amount

         Maturity Date:                     November 1, 2010

         Interest Rate:                     8.75%

         Interest Payment Dates:            May 1 and November 1 of each year, commencing May 1, 2001.
                                            Interest accrues from November 1, 2000.

         Current Ratings:                   Standard & Poor's Ratings Service -- BB+
                                            Moody's Investors Service, Inc. -- Ba2

         Listing:                           Luxembourg Stock Exchange


         

         All provisions contained in the document entitled Underwriting
Agreement Standard Provisions (Debt Securities), a copy of which is attached
hereto, are incorporated by reference in their entirety herein and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.

         As evidenced by the Company's countersignature of this Agreement, the
Company hereby confirms its engagement of the services of Morgan Stanley & Co.
Incorporated as, and Morgan Stanley & Co. Incorporated hereby confirms its
agreement with the Company to render services as, a "qualified independent
underwriter," within the meaning of Section (b)(15) of Rule 2720 of the Conduct
Rules of the National Association of Securities Dealers, Inc., with respect to
the offering and sale of the Offered Securities. The Company agrees promptly to
reimburse Morgan Stanley & Co. Incorporated for all out-of-pocket expenses,
including fees and disbursements of counsel, reasonably incurred in connection
with the services to be rendered hereunder as a "qualified independent
underwriter."




                                       2
   3

         Morgan Stanley & Co. Incorporated hereby represents and warrants to,
and agrees with, the Company and the Underwriters that with respect to the
offering and sale of the Offered Securities as described in the Prospectus and
Prospectus Supplement:

         (i)      Morgan Stanley & Co. Incorporated constitutes a "qualified
         independent underwriter" within the meaning of Section (b)(15) of Rule
         2720 of the Conduct Rules of the National Association of Securities
         Dealers, Inc.;

         (ii)     Morgan Stanley & Co. Incorporated has participated in the
         preparation of the Registration Statement, the Prospectus and the
         Prospectus Supplement and has exercised the usual standards of "due
         diligence" in respect thereto;

         (iii)    Morgan Stanley & Co. Incorporated has undertaken the legal
         responsibilities and liabilities of an underwriter under the Securities
         Act of 1933, as amended, specifically including those inherent in
         Section 11 thereof;

         (iv)     Based upon (A) a review of the Company, including an
         examination of the Registration Statement, information regarding the
         earnings, assets, capital structure and growth rate of the Company and
         other pertinent financial and statistical data, (B) inquiries of and
         conferences with the management of the Company and its counsel and
         independent public accountants regarding the business and operations of
         the Company, (C) consideration of the prospects for the industry in
         which the Company competes, estimates of the business potential of the
         Company, assessments of its management, the general condition of the
         securities markets, market prices of the capital stock and debt
         securities of, and financial and operating data concerning, companies
         believed by Morgan Stanley & Co. Incorporated to be comparable to the
         Company with debt securities of maturity and seniority similar to the
         Offered Securities and the demand for securities of comparable
         companies similar to the Offered Securities, and (D) such other
         studies, analyses and investigations as Morgan Stanley & Co.
         Incorporated has deemed appropriate, and assuming that the offering and
         sale of the Offered Securities is made as contemplated herein and in
         the Prospectus and Prospectus Supplement, Morgan Stanley & Co.
         Incorporated recommends, as of the date of the execution and delivery
         of this Agreement, that the yield on the Offered Securities be not less
         than that stated above, which yield should in no way be considered or
         relied upon as an indication of the value of the Offered Securities;
         and

         (v)      Morgan Stanley & Co. Incorporated will furnish to the
         Underwriters at the time of delivery of the Offered Securities a
         letter, dated the time of delivery of the Offered Securities, in form
         and substance satisfactory to the Underwriters, to the effect of
         clauses (i) through (iv) above.

         Morgan Stanley & Co. Incorporated hereby agrees with the Company and
the Underwriters that, as part of its services hereunder, in the event of any
amendment or supplement




                                       3
   4

to either the Prospectus or the Prospectus Supplement, Morgan Stanley & Co.
Incorporated will render services as a "qualified independent underwriter," in
accordance with Rule 2710 of the Conduct Rules of the National Association of
Securities Dealers, Inc., as such term is defined in Section (b)(15) of Rule
2720 of the Conduct Rules of the National Association of Securities Dealers,
Inc. with respect to the offering and sale of the Offered Securities as
described in either the Prospectus or the Prospectus Supplement, as so amended
or supplemented, that are substantially the same as those services being
rendered with respect to the offering and sale of the Offered Securities as
described in the Prospectus and the Prospectus Supplement (including those
described above).

         The Company agrees to cooperate with Morgan Stanley & Co. Incorporated
to enable it to perform the services contemplated by this Agreement.

         In addition, each Underwriter agrees that (a) it has not offered or
sold, and prior to the date that is six months after the date of issue of the
Offered Securities, will not offer or sell, any Offered Securities to persons in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995, (b) it
has complied, and will comply, with all applicable provisions of the Financial
Services Act of 1986 with respect to anything done by it in relation to the
Offered Securities in, from or otherwise involving the United Kingdom, and (c)
it has only issued or passed on and will only issue or pass on in the United
Kingdom any document received by it in connection with the issuance of the
Offered Securities to a person who is of the kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1996 (as amended) or is a person to whom the document may otherwise lawfully be
issued or passed on.

         Each Underwriter understands that no action has been taken to permit a
public offering of the Offered Securities in any jurisdiction outside the United
States and Luxembourg where action would be required for such purpose. Each of
the Underwriters agrees that it will not offer, sell, or deliver any of the
Offered Securities in any jurisdiction outside the United States, except under
circumstances that will result in compliance with the applicable laws thereof
and in the manner contemplated by the Prospectus, and that it will take, at its
own expense, whatever action is required to permit its legal purchase and resale
of the Offered Securities in such jurisdiction.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       4
   5

         Please confirm your agreement by having an authorized officer sign a
copy of this Underwriting Agreement in the space set forth below.

                                     Very truly yours,

                                     Deutsche Bank AG London

                                     By:    /s/ Tim O'Dell
                                            --------------------------------
                                     Name:      Tim O'Dell
                                            --------------------------------
                                     Title:     Associate
                                            --------------------------------

                                     Morgan Stanley & Co. Incorporated

                                     By:    /s/ Brian M. Kinkead
                                            --------------------------------
                                     Name:      Brian M. Kinkead
                                            --------------------------------
                                     Title:     Principal
                                            --------------------------------

                                     Salomon Brothers International Limited

                                     By:    /s/ Jeanne Campanelli
                                            --------------------------------
                                     Name:      Jeanne Campanelli
                                            --------------------------------
                                     Title:     Attorney-In-Fact
                                            --------------------------------

Accepted:

HCA - The Healthcare Company

By:    /s/ David G.Anderson
       -----------------------------------------------
Name:      David G. Anderson
       -----------------------------------------------
Title:     Senior Vice President-Finance and Treasurer
       -----------------------------------------------









                                       5

EX-4.1

   1
                                                                     Exhibit 4.1


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF SUCH DEPOSITARY OR BY A
NOMINEE OF SUCH DEPOSITARY TO SUCH DEPOSITARY OR ANOTHER NOMINEE OF SUCH
DEPOSITARY OR BY SUCH DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR OF SUCH
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR.

THIS GLOBAL NOTE CONSTITUTES A LONGER TERM DEBT SECURITY ISSUED IN ACCORDANCE
WITH THE REGULATIONS MADE UNDER SECTION 4 OF THE BANKING ACT 1987. HCA - THE
HEALTHCARE COMPANY IS NOT AN AUTHORIZED INSTITUTION OR A EUROPEAN AUTHORIZED
INSTITUTION (AS SUCH TERMS ARE DEFINED IN THE BANKING ACT 1987 (EXEMPT
TRANSACTIONS) REGULATIONS 1997). REPAYMENT OF THE PRINCIPAL AND PAYMENT OF ANY
INTEREST OR PREMIUM IN CONNECTION WITH THIS NOTE HAVE NOT BEEN GUARANTEED.


                                                                Principal Amount

                            HCA - THE HEALTHCARE COMPANY          L.150,000,000

                               8.75% NOTE DUE 2010

                                   GLOBAL NOTE


ISIN: XS011985700-0

Common Code: 011985700




                                      -1-
   2

         HCA - The Healthcare Company, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company" or "HCA,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Bank One, NA, London
branch or its registered assigns or the common depositary for Euroclear and
Clearstream, Luxembourg (each defined herein) the principal amount of One
Hundred and Fifty Million Pounds Sterling (L.150,000,000) on November 1, 2010
(the "Maturity Date") and to pay interest on May 1 and November 1 (each, an
"Interest Payment Date") in each year, beginning on May 1, 2001, and at the
Maturity Date specified above on said principal amount, at the rate of 8.75% per
annum, from November 1, 2000 until payment of said principal amount has been
made or duly provided for. If interest is to be calculated for any period other
than from one scheduled interest payment date to the next interest payment date,
it will be calculated on the basis of the actual number of days elapsed from and
including the previous interest payment date or, if none, the date of issue,
divided by 365 (or, if any of the days elapsed fall in a leap year, by 366). The
interest so payable on any Interest Payment Date (other than at maturity) will
be paid to the Person in whose name this Global Note is registered at the close
of business on the fifteenth day of the month immediately preceding the month in
which such interest payment is due (a "Regular Record Date"), unless the Company
shall default in the payment of interest due on any such Interest Payment Date,
in which case such defaulted interest shall be paid to the Person in whose name
this Global Note is registered at the close of business on a date for the
payment of such defaulted interest established by notice to the registered
holders of the Notes not less than ten days preceding such date (a "Special
Record Date"). In any case where the date for any payment on the Notes is not a
Business Day, such payment shall be made on the next succeeding Business Day. A
Business Day is any day that is not a Saturday or Sunday and that is not a day
on which banking institutions are generally authorized or required by law or
executive order to close in The City of New York or London and, for any place of
payment outside of The City of New York and London, in such place of payment.

         Both principal of and interest on this Global Note are payable in
immediately available funds in pounds Sterling, which at the time of payment is
legal tender for the payment of public and private debts. Payments of principal
and interest will be made in London at the office of Bank One, NA, London branch
and in Luxembourg at the office of Credit Agricole Indosuez Luxembourg S.A., or
at such other office or agency of the Company or its paying agent as the Company
shall designate pursuant to the Indenture referred to elsewhere herein. If,
prior to the maturity of this Global Note, the United Kingdom adopts the euro as
its lawful currency in accordance with the Treaty establishing the European
Communities, as amended by the Treaty on European Union, this Global Note will
be redenominated into euro, and the regulations of the European Commission
relating to the euro shall apply hereto. The circumstances and consequences
described in this paragraph will not entitle HCA, the Trustee or any holder of
or beneficial owner of interests in this Global Note to redeem early, rescind,
or receive notice relating to, the Notes, or repudiate the terms of this Global
Note or the Indenture, raise any other defense or request any compensation
claim, nor will such circumstances and consequences affect any of the other
obligations of HCA hereunder or under the Indenture.




                                      -2-
   3

         This Global Note is one of a duly authorized issue of debentures,
notes, bonds or other evidences of indebtedness of the Company (the
"Securities"), of the series hereinafter specified, issued or to be issued under
an Indenture dated as of December 16, 1993, as supplemented, as may be amended
by indentures supplemental thereto (the "Indenture"), duly executed and
delivered by the Company to Bank One Trust Company, NA, the successor to The
First National Bank of Chicago, as Trustee (the "Trustee"), to which Indenture
reference is hereby made for a description of the respective rights and duties
thereunder of the Trustee, the Company and the holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest at different rates, may have different conversion prices (if
any), may be subject to different redemption provisions, may be subject to
different sinking, purchase or analogous funds, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided. This Global Note is a global security representing the entire
principal amount of a series of Securities designated "8.75% Notes due 2010"
(the "Notes") issued under the Indenture. Unless otherwise provided herein, all
terms used in this Global Note, which are defined in the Indenture, shall have
the meanings assigned to them in the Indenture.

         The Notes do not have a sinking fund.

         The Notes may be redeemed by the Company prior to maturity, as a whole
or in part at any time after November 1, 2003. The redemption price shall equal
the greater of (i) 100% of the principal amount of such Notes and (ii) as
determined by the Calculation Agent, the price at which the Gross Redemption
Yield on the outstanding principal amount of the Notes on the Reference Date is
equal to the Gross Redemption Yield (determined by reference to the
middle-market price) at 3:00 p.m. (London time) on that date on the Benchmark
Gilt, plus 50 basis points, in either case, plus accrued and unpaid interest on
the Notes up to, but excluding the date specified as the redemption date.

"Gross Redemption Yield"      means a yield calculated on the basis indicated by
                              the Joint Index and Classification Committee of
                              the Institute and Faculty of Actuaries as reported
                              in the Journal of the Institute of Actuaries, Vol.
                              105, Part 1, 1978, page 18 or on such other basis
                              as the Trustee may approve.

"Reference Date"              means the date which is the first dealing day in
                              London prior to the publication of the notice of
                              redemption referred to below.




                                      -3-
   4

"Benchmark Gilt"              means the 5.75% Treasury Stock due December 7,
                              2009 or such other United Kingdom government stock
                              as the Calculation Agent may, with the advice of
                              three brokers and/or United Kingdom gilt-edged
                              market makers or such other three persons
                              operating in the United Kingdom gilt-edged market
                              as the Calculation Agent may determine from time
                              to time to be the most appropriate benchmark
                              United Kingdom government stock for the Notes.

"Calculation Agent"           means Deutsche Bank AG London or any successor
                              entity.

         The Company will give notice of any redemption between 30 and 60 days
preceding the redemption date to each holder of the Notes to be redeemed in
accordance with the notice provisions set forth herein.

         Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions called for redemption.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become immediately due and payable, in the manner, with the
effect and subject to the conditions provided in the Indenture. The Indenture
provides that such declaration may in certain events be waived by the holders of
a majority in principal amount of the Notes then Outstanding.

         All payments of principal and interest in respect of the Notes will be
without deduction or withholding for or on account of any present or future
taxes, duties, assessments or other governmental charges of whatsoever nature
imposed, levied, collected, withheld or assessed by the United States or any
political subdivision or taxing authority of or in the United States, unless
such withholding or deduction is required by law.

         In the event such withholding or deduction is required by law, subject
to the limitations described below, HCA will pay as additional interest on the
Notes to the holder or beneficial owner of any Note who is a non-U.S. holder
such additional amounts ("Additional Amounts") as may be necessary in order that
every net payment by HCA or any paying agent of principal of or interest on the
Notes (including upon redemption), after deduction or withholding for or on
account of any present or future tax, duty, assessment or other governmental
charge imposed upon or as a result of such payment by the United States or any
political subdivision or taxing authority of or in the United States, will not
be less than the amount provided for in such Note to be then due and payable
before any such tax, duty, assessment or other governmental charge.

However, HCA's obligation to pay Additional Amounts shall not apply to:

(a)      any tax, duty, assessment or other governmental charge which would not
         have been so imposed but for:




                                      -4-
   5

         (1)      the existence of any present or former connection between such
                  holder or beneficial owner (or between a fiduciary, settlor,
                  beneficiary, member or shareholder or other equity owner of,
                  or a person having a power over, such holder or beneficial
                  owner, if such holder or beneficial owner is an estate, a
                  trust, a limited liability company, a partnership, a
                  corporation or other entity) and the United States, including,
                  without limitation, such holder or beneficial owner (or such
                  fiduciary, settlor, beneficiary, member, shareholder or other
                  equity owner or person having such a power) being or having
                  been a citizen or resident or treated as a resident of the
                  United States or being or having been engaged in a trade or
                  business in the United States or being or having been present
                  in the United States or having had a permanent establishment
                  in the United States;

         (2)      the failure of such holder or beneficial owner to comply with
                  any requirement under United States tax laws and regulations
                  to establish entitlement to a partial or complete exemption
                  from such tax, duty, assessment or other governmental charge
                  (including, but not limited to, the requirement to provide
                  Internal Revenue Service Forms W-8BEN, Forms W-8ECI, or any
                  subsequent versions thereof or successor thereto); or

         (3)      such holder's or beneficial owner's present or former status
                  as a personal holding company or a foreign personal holding
                  company with respect to the United States, as a controlled
                  foreign corporation with respect to the United States, as a
                  passive foreign investment company with respect to the United
                  States, as a private foundation or other tax exempt
                  organization with respect to the United States or as a
                  corporation which accumulates earnings to avoid United States
                  federal income tax;

(b)      any tax, duty, assessment or other governmental charge imposed by
         reason of the holder or beneficial owner:

         (1)      owning or having owned, directly or indirectly, actually or
                  constructively, 10% or more of the total combined voting power
                  of all classes of HCA's stock,

         (2)      being a bank receiving interest described in section
                  881(c)(3)(A) of the Internal Revenue Code of 1986, as amended,
                  or

         (3)      being a controlled foreign corporation with respect to the
                  United States that is related to HCA by stock ownership;

(c)      any tax, duty, assessment or other governmental charge which would not
         have been so imposed but for the presentation by the holder or
         beneficial owner of such Note for payment on a date more than 30 days
         after the date on which such payment became due and payable or the date
         on which payment of the Note is duly provided for and notice is given
         to holders, whichever occurs later, except to the extent that the
         holder or beneficial owner would have been entitled to such additional
         amounts on presenting such Note on any date during such 30-day period;




                                      -5-
   6

(d)      any estate, inheritance, gift, sales, transfer, personal property,
         wealth, interest equalization or similar tax, assessment or other
         governmental charge;

(e)      any tax, duty, assessment or other governmental charge which is payable
         otherwise than by withholding from payment of principal of or interest
         on such Note;

(f)      any tax, duty, assessment or other governmental charge which is payable
         by a holder that is not the beneficial owner of the Note, or a portion
         of the Note, or that is a fiduciary, partnership, limited liability
         company or other similar entity, but only to the extent that a
         beneficial owner, a beneficiary or settlor with respect to such
         fiduciary or member of such partnership, limited liability company or
         similar entity would not have been entitled to the payment of an
         additional amount had such beneficial owner, settlor, beneficiary or
         member received directly its beneficial or distributive share of the
         payment;

(g)      any tax, duty, assessment or other governmental charge required to be
         withheld by any paying agent from any payment of principal of or
         interest on any Note, if such payment can be made without such
         withholding by any other paying agent; or

(h)      any combination of items (a), (b), (c), (d), (e), (f) and (g).

         For purposes of this section, the holding of or the receipt of any
payment with respect to a Note will not constitute a connection (1) between the
holder or beneficial owner and the United States or (2) between a fiduciary,
settlor, beneficiary, member or shareholder or other equity owner of, or a
person having a power over, such holder or beneficial owner, if such holder or
beneficial owner is an estate, a trust, a limited liability company, a
partnership, a corporation or other entity, and the United States.

         For purposes of this section, "non-US holder" means a beneficial owner
of a Note who or which is not:

         -        a United States citizen or lawful permanent resident
         individual;

         -        a corporation or partnership created or organized in or under
         the laws of the United States or any State thereof (including the
         District of Columbia);

         -        an estate if its income is subject to United States federal
         income taxation regardless of its source; or

         -        a trust (1) that validly elects to be treated as a United
         States person for United States federal income tax purposes or (2) (a)
         the administration over which a U.S. court can exercise primary
         supervision and (b) all of the substantial decisions of which one or
         more United States persons has the authority to control.

         Any reference in this Global Note to principal or interest shall be
deemed to refer also to Additional Amounts which may be payable under the
aforementioned provisions.




                                      -6-
   7

         HCA will pay all stamp and other duties, if any, which may be imposed
by the United States or any political subdivision thereof or taxing authority
therein with respect to the issuance of the Notes.

         Except as specifically provided herein, HCA will not be required to
make any payment with respect to any tax, duty, assessment or other governmental
charge imposed by any government or any political subdivision or taxing
authority of or in the United States.

         Unless previously redeemed or repurchased and cancelled, the Notes will
be payable at par, including Additional Amounts, if any, on November 1, 2010 or
such earlier date on which the applicable Notes shall be due and payable in
accordance with the terms and conditions of the applicable Notes. However, if
the maturity date of the Notes is not a Business Day, the Notes will be payable
on the next succeeding Business Day and no interest shall accrue for the period
from the maturity date to such payment date.

         The Notes may be redeemed at HCA's option, in whole but not in part at
a redemption price equal to 100% of the principal amount of the Notes to be
redeemed, together with interest accrued and unpaid to the date fixed for
redemption, at any time, on giving not less than 30 nor more than 60 days'
notice in accordance with the notice provisions below, which notice shall be
irrevocable, if:

(a)      HCA has or will become obliged to pay Additional Amounts as a result of
any change in or amendment to the laws, regulations or rulings of the United
States or any political subdivision or any taxing authority of or in the United
States affecting taxation, or any change in or amendment to an official
application, interpretation, administration or enforcement of such laws,
regulations or rulings, which change or amendment is announced or becomes
effective on or after November 1, 2000, or

(b)      any action shall have been taken by a taxing authority, or any action
has been brought in a court of competent jurisdiction, in the United States or
any political subdivision or taxing authority of or in the United States,
including any of those actions specified in (a) above, whether or not such
action was taken or brought with respect to HCA, or any change, clarification,
amendment, application or interpretation of such laws, regulations or rulings
shall be officially proposed, in any such case on or after the date of the
prospectus supplement, which results in a substantial likelihood that HCA will
be required to pay Additional Amounts on the next interest payment date.

         However, no such notice of redemption shall be given earlier than 90
days prior to the earliest date on which HCA would be, in the case of a
redemption for the reasons specified in (a) above, or there would be a
substantial likelihood that HCA would be, in the case of a redemption for the
reasons specified in (b) above, obligated to pay such Additional Amounts if a
payment in respect of the Notes were then due.

         Prior to the publication of any notice of redemption pursuant to this
section, HCA will deliver to the Trustee:




                                      -7-
   8

(1)      a certificate signed by one of HCA's duly authorized officers stating
         that is entitled to effect such redemption and setting forth a
         statement of facts showing that the conditions precedent to HCA's right
         so to redeem have occurred, and

(2)      a written opinion of independent legal counsel of recognized standing
         to the effect that HCA has or will become obligated to pay such
         Additional Amounts as a result of such change or amendment or that
         there is a substantial likelihood that HCA will be required to pay such
         Additional Amounts as a result of such action or proposed change,
         clarification, amendment, application or interpretation, as the case
         may be. Such notice, once delivered by HCA to the Trustee, will be
         irrevocable.

         This Global Note is registered in the name of a common depositary for
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg") and
Morgan Guaranty Trust Company of New York, Brussels Office, as operator of the
Euroclear system ("Euroclear"). Investors may hold book-entry interests in this
Global Note through organizations that participate, directly or indirectly, in
Clearstream, Luxembourg and/or Euroclear system. Book-entry interests in the
Notes and all transfers relating to the Notes will be reflected in the
book-entry records of Euroclear and Clearstream, Luxembourg.

         The policies of Clearstream, Luxembourg and Euroclear will govern
payments, transfers, exchange and other matters relating to the investor's
interest in securities held by them. HCA has no responsibility for any aspect of
the records kept by Clearstream, Luxembourg or Euroclear or any of their direct
or indirect participants. We also do not supervise these systems in any way.

         The Company will issue to the holders Notes in fully certificated
registered form, only if (1) it advises the Trustee in writing that the
depositary is no longer willing or able to discharge its responsibilities
properly, and the Trustee or the Company is unable to locate a qualified
successor within 90 days; (2) an Event of Default has occurred and is continuing
under the Indenture; or (3) the Company, at its option, elects to terminate the
book-entry system. If any of the three above events occurs, the Trustee will
reissue the Notes in fully certificated registered form and will recognize the
registered holders of the certificated Notes as holders under the Indenture.

         Except as provided in the immediately preceding paragraph, this Global
Note may not be transferred except as a whole by the depositary to a nominee of
such depositary or by a nominee of such depositary to such depositary or another
nominee of such depositary or by such depositary or any such nominee to a
successor of such depositary or a nominee of such successor.

         In the event individual certificates for the Notes are issued, the
holders of such Notes will be able to receive payment on the Notes and effect
transfers of the Notes at the offices of the Luxembourg paying agent and
transfer agent. Pursuant to an Agency Agreement dated October 25, 2000, the
Company has appointed Credit Agricole Indosuez Luxembourg S.A. as paying agent
and transfer agent in Luxembourg with respect to the Notes in individual
certificated form. As long as the Notes are listed on the Luxembourg Stock
Exchange, HCA will maintain a paying agent in Luxembourg.




                                      -8-
   9

         Pursuant to an Agency Agreement dated October 25, 2000, Bank One, NA,
London branch, has also been appointed as a paying agent and registrar.

         Unless and until the Company issues the Notes in fully certificated,
registered form, (1) holders will not be entitled to receive a certificate
representing the holders' interest in the Notes; (2) all references in this
Global Note to actions by holders will refer to actions taken by the depositary
upon instructions from their direct participants; and (3) all references in this
Global Note to payments and notices to holders will refer to payments and
notices to the depositary, as the registered holder of the Notes, for
distribution to holders in accordance with its policies and procedures.

         While the Notes are represented by this Global Note deposited with the
common depositary for Euroclear and Clearstream, Luxembourg, notices to holders
may be given by delivery to Clearstream, Luxembourg and Euroclear and such
notices shall be deemed to be given on the date of delivery to Clearstream,
Luxembourg and Euroclear. The Trustee will mail notices by first class mail,
postage prepaid, to each registered holder's last known address as it appears in
the security register that the Trustee maintains. The Trustee will only mail
these notices to the registered holder of the Notes, unless HCA reissues the
Notes to holders or holders' nominees in fully certificated form.

         In addition, if the Notes are listed on the Luxembourg Stock Exchange,
and the rules of the Luxembourg Stock Exchange require notice by publication,
the Trustee will publish notices regarding the Notes in a daily newspaper of
general circulation in Luxembourg. HCA expects that this newspaper will be the
Luxemburger Wort. If publication in Luxembourg is not practical, the Trustee
will publish these notices elsewhere in Europe. Published notices will be deemed
to have been given on the date they are published. If publication as described
above becomes impossible, then the Trustee may publish sufficient notice by
alternate means that approximate the terms and conditions described in this
paragraph.

         Under New York's statute of limitations, any legal action to enforce
HCA's payment obligations evidenced by the Notes must be commenced within six
years after payment is due. Thereafter HCA's payment obligations will generally
become unenforceable.

         The Company may from time to time, without notice to or the consent of
the registered holders of the Notes, create and issue further notes ranking
equally with the Notes in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such further notes or
except for the first payment of interest following the issue date of such
further notes). Such further notes may be consolidated and form a single series
with the Notes and have the same terms as to status, redemption or otherwise as
the Notes.

         Several banks and other financial institutions have provided the
Company with a $1.2 billion credit facility under a term loan agreement dated as
of March 13, 2000, as amended. The Company will be in default under the Notes if
a default occurs under that agreement (as it may be amended, modified, extended,
renewed or replaced from time to time) and that default results in an
acceleration of the maturity of the Company's indebtedness under that agreement.
A declaration of the acceleration of the maturity of the Notes for this reason
is subject to annulment




                                      -9-
   10

if the default that caused acceleration of the indebtedness under the term loan
agreement is cured or waived and the Trustee is given notice of the cure or
waiver within sixty (60) days of the declaration. The Company does not need the
consent of the holders of the Notes to enter into any amendment, modification,
extension, renewal or replacement of the term loan agreement. An acceleration of
the indebtedness under the term loan agreement will cease to constitute a
default following the time, if ever, as the Notes are rated Baa3 (or the
equivalent) or higher by Moody's and BBB- (or the equivalent) or higher by
Standard & Poor's. "Moody's" means Moody's Investors Service, Inc. and its
successors. "Standard & Poor's" means Standard and Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., and its successors.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Securities of each series to be
affected under the Indenture by the Company and the Trustee with the consent of
the holders of not less than a majority in principal amount of the Outstanding
Securities of each series to be affected. It is also provided in the Indenture
that, prior to any declaration accelerating the maturity of the Notes as a
series, the holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may, on behalf of the holders
of all of the Securities of such series, waive any past default with respect to
the Securities of such series under the Indenture and its consequences, except a
default in the payment of the principal of, or interest on, any of the
Securities of such series.

         No reference herein to the Indenture and no provision of this Global
Note or of the Indenture (including the Company's right to defease and discharge
the Notes pursuant to Article Four and Article Fourteen of the Indenture) shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of, and interest on, this Global Note at the
place, at the respective times, at the rate and in the coin or currency herein
prescribed.

         Prior to due presentment for registration of transfer of this Global
Note, the Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the holder hereof as the absolute owner of this Global Note
(whether or not this Global Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment hereof or on account hereof (except as otherwise provided in the
Indenture), as herein provided, and for all other purposes, and neither the
Company nor the Trustee nor any Paying Agent nor any Security Registrar shall be
affected by any notice to the contrary. All payments made to or upon the order
of such holder shall, to the extent of the sum or sums paid, effectually satisfy
and discharge liability for moneys payable on this Global Note.

         None of the Company, the Trustee, any Paying Agent or the Security
Registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of this Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         No recourse for the payment of the principal of, or interest on, this
Global Note, or for any claims based hereon or otherwise in respect hereof, and
no recourse under or upon any obligation, covenant or agreement of the Company
in the Indenture or any indenture




                                      -10-
   11

supplemental thereto, or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company, whether by virtue of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         Except as otherwise expressly provided in this Global Note, this Global
Note shall in all respects be entitled to all benefits, and subject to the same
terms and conditions, as definitive registered securities authenticated and
delivered under the Indenture.

         The Indenture and this Global Note shall be governed by and construed
in accordance with the laws of the State of New York.

         This Global Note shall not be valid or become obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture referred to on the reverse hereof.

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated as of  November 1, 2000                   HCA - THE HEALTHCARE COMPANY

                                                By:     /s/ David G. Anderson
                                                        ------------------------
                                                Title:  Senior Vice President-
                                                        Finance and Treasurer

                                                Attest: /s/ John M. Franck II
                                                        ------------------------
                                                Title:  Secretary

TRUSTEE'S CERTIFICATE
OF AUTHENTICATION

This is one of the Securities of the
series designated herein referred to
in the within-mentioned Indenture.

BANK ONE TRUST COMPANY, NA
as Trustee

By:    /s/ Jason Landless
       --------------------------------

Title: Assistant Vice President
       --------------------------------







                                      -11-

EX-10.1

   1
                                                                    Exhibit 10.1







                          HCA - THE HEALTHCARE COMPANY

                                       AND

                           BANK ONE, NA, LONDON BRANCH
                          AS PAYING AGENT AND REGISTRAR

                                       AND

                    CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.
                       AS PAYING AGENT AND TRANSFER AGENT




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


                     AGENCY AGREEMENT (8.75% NOTES DUE 2010)
                          DATED AS OF OCTOBER 25, 2000


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










   2

THIS AGREEMENT is made in London as of October 25, 2000 AMONG

(1)      HCA - THE HEALTHCARE COMPANY (the "ISSUER"),

(2)      BANK ONE, NA, LONDON BRANCH ("BANK ONE"), which shall act as paying
         agent and registrar (hereinafter referred to in such respective
         capacities as "PAYING AGENT" or "REGISTRAR," which expressions shall
         include any successor or successors thereto), and

(3)      CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A., ("Credit Agricole") which
         shall act as paying agent and transfer agent (hereinafter referred to
         as "PAYING AGENT AND TRANSFER AGENT", which expression shall include
         any successor or successors thereto).

         WHEREAS, pursuant to the Underwriting Agreement Standard Provisions
(Debt Securities) dated October 25, 2000, which is incorporated into the
Underwriting Agreement (Terms) dated October 25, 2000, between the Issuer and
the Underwriters referred to therein (together, the "Underwriting Agreement"),
the Issuer has agreed to issue L.150,000,000 of its 8.75% Notes due 2010 (THE
"NOTES");

         WHEREAS the Issuer wishes to appoint Bank One to act as Paying Agent
and Registrar and Credit Agricole as Paying Agent and Transfer Agent in relation
to the Notes upon the terms and conditions set forth in this Agreement and the
Schedules hereto.

         IT IS HEREBY AGREED as follows:

1.       DEFINITIONS, INTERPRETATION

         The following terms shall, unless the context otherwise requires, have
the respective meanings indicated below:

         "AGENT(S)" means any of the Registrar, the Paying Agent or the Transfer
         Agent.

         "CONDITIONS" means the terms and conditions of the issue of the Notes,
         as contained in the Global Note, the Prospectus dated August 5, 1999,
         as supplemented by the Prospectus Supplement, dated October 25, 2000,
         the Officer's Certificate related to the issue of the Notes dated
         November 1, 2000 and the Indenture.

         "GLOBAL NOTE" means the Global Note in the form of Schedule 1 attached
         hereto.

         "INDENTURE" means the Indenture dated as of December 16, 1993, as
         supplemented on May 25, 2000 between the Issuer and Bank One Trust
         Company, NA, the successor of the First National Bank of Chicago, as
         Trustee (the "Trustee"), a copy of which is attached hereto as
         Schedule 2.




                                      -2-
   3

         Terms not defined herein shall have the same meanings as are assigned
         thereto in the Underwriting Agreement.

2.       APPOINTMENTS

2.1      The Issuer hereby appoints Bank One to act as Paying Agent and
Registrar in respect of the Notes and Global Note.

2.2      Bank One hereby accepts such appointment and the resulting obligations,
and agrees to act in such capacities, on the terms and conditions set out in
this Agreement and the Schedules hereto. In particular, the Paying Agent agrees
to effect any publication of notices pursuant to the Conditions.

2.3      The Issuer hereby appoints Credit Agricole to act as Paying Agent and
Transfer Agent in respect of the Notes and Global Note.

2.4      Credit Agricole hereby accepts such appointment and the resulting
obligations, and agrees to act in such capacities, on the terms and conditions
set out in this Agreement and the Schedules hereto.

2.5      The obligations of the Agents are several and not joint.

3.       THE NOTES

3.1      The Notes shall be represented by a permanent Global Note without
interest coupons as specified in the Conditions. The Global Note shall be
substantially in the form attached hereto as Schedule 1, in each case with such
changes as may be agreed between the Issuer and the Trustee. Individual Notes
shall not be issued.

3.2      Each Global Note shall be signed manually by a duly authorized officer
of the Issuer and dated November 1, 2000. Each Global Note shall be
authenticated manually by the Trustee and delivered to Bank One as common
depository for Euroclear System and Clearstream Banking, societe anonyme,
Luxembourg (hereinafter "Euroclear" and "Clearstream Luxembourg," respectively).

4.       PAYING AGENCY

4.1      The Issuer shall remit the funds necessary for the payment of interest
on and principal of the Notes to the Paying Agent, in pounds Sterling, in
same-day funds, to such account at the Paying Agent in London as the Paying
Agent may from time to time specify (the "REDEMPTION ACCOUNT") on the Business
Day such payment is due, provided always that, if any due date shall not be a
Business Day, the Issuer shall make such transfer to the account of the Paying
Agent on the next succeeding Business Day (for the purposes of the Agreement,
Business Day shall have the same definition as Business Day contained in the
Prospectus Supplement).




                                      -3-
   4

The Issuer hereby authorizes and directs the Paying Agent, from the amounts so
paid to, it to make payment of the principal of, and interest on, the Notes on
the due date for payment set forth in the Conditions and this Agreement. If
applicable, the Paying Agent will, from funds so received from the Issuer,
credit to the account of the Paying Agent the amounts of all such payments made
by it in accordance with the provisions of this Agreement.

The Issuer understands that it should confirm to the Paying Agent not later than
10:00 a.m. (London time) on the second Business Day before the relevant date for
such payment that it has issued irrevocable payment instructions for such
payment to be made. The Paying Agent shall contact the Issuer not later than ten
Business Days before the respective due date with regard to such payment. The
Redemption Account shall be free of charge.

4.2      If for any reason (other than negligence or willful misconduct on the
part of the Paying Agent or its officers, employees or agents) the Paying Agent
does not receive unconditionally the full amount payable by the Issuer on the
relevant due date in respect of all the outstanding or maturing Notes, the
Paying Agent shall forthwith notify immediately the Issuer by telephone followed
by facsimile and the Paying Agent shall not be bound to make any payment of
principal or interest in respect of the Notes until the Paying Agent has
received to its order the full amount of the moneys then due and payable in
respect of all outstanding or maturing Notes, provided, however, that if the
Paying Agent shall, in its discretion, make any payment of principal or interest
on or after the due date therefor in respect of the Notes prior to its
unconditional receipt of the full amount then due and payable in respect of all
outstanding Notes, the Issuer will promptly pay such amount to the Paying Agent
and will compensate the Paying Agent at a rate equal to the Paying Agent's cost
of funding.

4.3      Out of the sums paid to the Paying Agent in respect of interest and
principal on the Notes, the Paying Agent will make payment free of charge to the
registered holder of the Global Note as stipulated in Clause 8 below, in the
amounts specified in the Conditions. The Paying Agent shall obtain from the
Registrar, and the Registrar shall supply, such details as are required for the
Paying Agent to make payment as stated above.

4.4      In respect of the monies paid to it relating to any Note, the Paying
Agent

         4.4.1    shall not be entitled to exercise any lien, right of set-off
                  or similar claim (including without limitation any claim
                  arising from or relating to any other issue of securities by
                  the Issuer),

         4.4.2    shall not be required to account for interest thereon, and

         4.4.3    need not segregate money held by it, except as required by
                  law.

5.       DOCUMENTS FOR INSPECTION AND PUBLICATION OF NOTICES

5.1      On behalf and at the request and expense of the Issuer, the Paying
Agent shall cause to be published any notices required to be given by the Issuer
in accordance with the Conditions.




                                      -4-
   5

5.2      The Issuer shall provide to the Paying Agent sufficient copies of all
documents required by the Conditions to be available for issue or inspection,
and the Paying Agent shall make such copies available to the holders of the
Notes upon their request.

5.3      To the extent practicable, the Issuer shall provide the Paying Agent
with a copy (prior to publication) of all notices to be issued in connection
with the Notes.

6.       CANCELLATION OF THE GLOBAL NOTE

6.1      Subject to the terms of the Indenture, promptly upon the Issuer's
request, the Registrar shall take all measures necessary to cancel any Notes
which the Issuer has repurchased or whose maturity has been accelerated pursuant
to the Conditions. The Registrar shall cause any such Notes to be canceled,
resulting in a reduction in the aggregate amount of the Notes represented by the
Global Note by the aggregate amount of Notes so canceled.

6.2      On the same day such cancellation is effected, the Registrar shall
record such cancellation of Notes on the Register, as defined below, in such a
way that the aggregate principal amount of Notes canceled at any time together
with the aggregate principal amount of Notes outstanding and represented by the
Global Note shall equal the aggregate principal amount of Notes originally
issued by the Issuer.

6.3      The Registrar shall upon request furnish the Issuer with a notice of
cancellation signed by an authorized officer of the Registrar confirming the
cancellation of such Notes and the corresponding reduction of the relevant
Global Note.

7.       DUTIES OF THE REGISTRAR

7.1      The Registrar shall maintain a register (the "Register") in London in
accordance with the Conditions. The Register shall show the aggregate amount of
Notes represented by each Global Note at the date of issue and all subsequent
transfers and exchanges involving a change in such amounts and the names and
addresses of the registered holders (each a "PAYEE"). On the first Business Day
after the Record Date for any interest payment on the Notes, the Registrar shall
send payment details in respect of the Payees and the accounts to which
transfers should be made to the Paying Agent.

7.2      Transfers or exchanges of Notes will be made in accordance with the
Conditions, the procedures established for this purpose between Euroclear,
Clearstream, Luxembourg, and the Registrar, and the regulations of Euroclear and
Clearstream, Luxembourg applicable to such transfers or exchanges. Any such
transfer or exchange which results in a change in the aggregate principal amount
of Notes held by Euroclear and Clearstream, Luxembourg shall be notified by
Euroclear and Clearstream, Luxembourg to the Registrar. The Registrar shall
promptly enter details of the transfer or exchange in the Register, which entry
shall, without further action, cause the aggregate principal amount represented
by each Global Note to be amended accordingly.

7.3      The Registrar shall at all reasonable times during office hours make
the Register available to the Issuer and the Paying Agent or any person
authorized by either of them for inspection and




                                      -5-
   6

for the taking of copies thereof or extracts therefrom, and the Registrar shall
deliver to such persons such information contained in the Register or relating
to the Notes as they may reasonably request.

8.       DUTIES OF THE TRANSFER AGENT

If and to the extent so specified by the Conditions and in accordance therewith,
or if otherwise requested by the Issuer, the Transfer Agent shall make available
all relevant forms of transfer, inform the Registrar of the name and address of
the relevant person to be inserted in the Register and carry out such other acts
as may be necessary to give effect to the Conditions and this Agreement.


9.       CONDITIONS OF APPOINTMENT

9.1      The Issuer will pay to the Agents a remuneration for all services
rendered hereunder by the Agents in connection with the Notes, together with any
expenses incurred only to the extent separately agreed upon by the Agents and
the Issuer.

9.2      The Issuer will indemnify and hold harmless each of the Agents against
any loss, liability or expense which it may incur or any claim, action or demand
which may be made against it resulting from the negligence or willful misconduct
on the part of the Issuer (or its officers, employees or agents (other than the
Agents and their officers, employees, and agents)) and arising out of or in
connection with such Agent's appointment or the exercise of its powers and
duties hereunder without negligence or willful misconduct on the part of such
Agent.

9.3      Each Agent will indemnify and hold harmless the Issuer against any
loss, liability or expense incurred by the Issuer or any claim, action or demand
which may be made against the Issuer resulting from the negligence or willful
misconduct on the part of such Agent (or such Agent's officers, employees or
agents) and arising out of or in connection with such Agent's duties hereunder.

9.4      The indemnities above shall survive the termination or expiry of this
Agreement.

9.5      Each of the Agents shall be protected and shall incur no liability for
or in respect of any action taken, omitted or suffered in reliance upon any
instruction or communication from the Issuer or any document reasonably believed
by it to be genuine and to have been delivered, signed or sent by the proper
party or parties in accordance with the provisions hereof, except such as may
result from its own negligence or willful misconduct or that of its officers,
employees or agents.

9.6      In acting hereunder and in connection with the Notes, the Agents do not
assume any relationship of agency and trust for the holders of the Notes and
shall not have any obligation towards them except that all funds held by a
Paying Agent for payment of principal of or interest on the Notes shall be held
exclusively for the benefit of and for payment to the holders of the Notes and
shall be applied as set forth herein and in the Conditions.




                                      -6-
   7

9.7      Nothing herein shall be deemed to require any Agent to advance its own
funds in the performance of its duties hereunder.

9.8      The Agents may consult with legal and other professional advisers
selected in good faith and satisfactory to them and the advice or opinion of
such advisers shall be full and complete protection in respect of any action
taken, omitted or suffered hereunder in good faith and without negligence and in
accordance with the advice or opinion of such advisers.

9.9      The Agents shall be obliged to perform such duties and only such duties
as are herein specifically set forth, and no implied duties or obligations shall
be read into this Agreement against the Agent. No Agent shall be under any
obligation to take any action hereunder which it expects will result in any
expense or liability of such Agent, the payment of which within a reasonable
time is not, in its opinion, assured to it.

9.10     The Agents and their officers, employees and affiliates, in their
individual or any other capacity, may become the owner of, or acquire any
interest in, any Notes with the same rights that the Agents would have if they
were not the Agents hereunder.

10.      CHANGE IN AGENTS

10.1     Each of the Paying Agent and Registrar and Paying Agent and Transfer
Agent, in its capacity as such, may be removed at any time by the giving to it
of at least 30 days' written notice to that effect signed on behalf of the
Issuer specifying the date on which such removal shall become effective. Each of
the Paying Agent and Registrar and Paying Agent and Transfer Agent may at any
time resign by giving at least 30 days' written notice (unless the Issuer agrees
to accept less notice) to that effect to the Issuer specifying the date on which
such resignation shall become effective. Notwithstanding the foregoing, no such
resignation or removal shall take effect within 30 days before or after any due
date for payment of any Notes or before a new Paying Agent and Registrar and
Paying Agent and Transfer Agent, as the case may be, shall have been appointed
by the Issuer as hereinafter provided, and such new Agent shall have accepted
such appointment. Any change in any Agent shall be notified by the Issuer to the
other Agent(s).

10.2     The Issuer agrees with the Paying Agent that if, by the day falling 10
days before the expiry of any notice under Clause 10.1 above, the Issuer has not
appointed a replacement Paying Agent, then the Paying Agent shall be entitled,
on behalf of the Issuer, to appoint in its place any reputable financial
institution of good standing and the Issuer shall not unreasonably object to
such appointment.

10.3     Upon the effectiveness of the appointment of any successor Paying Agent
and Registrar or Paying Agent and Transfer Agent, as the case may be, pursuant
to Clause 10.1, the Paying Agent and Registrar or Paying Agent and Transfer
Agent so removed shall cease to be a Paying Agent and Registrar or Paying Agent
and Transfer Agent, as the case may be, hereunder. Prior to the effectiveness of
such appointment, the Paying Agent and Registrar or Paying Agent and Transfer
Agent shall transfer all moneys deposited with it or held by it hereunder in
respect of the Notes to the order of the respective successor Paying Agent and
Registrar or Paying Agent and Transfer Agent.




                                      -7-
   8

11.      NOTICES

         Notices shall be in writing (including by facsimile) and addressed to
the relevant party hereto as follows:

(a)      If to the Issuer:

         HCA - The Healthcare Company
         One Park Plaza
         Nashville, Tennessee 37203

         Telephone: +1 (615) 344-9551
         Telefax:   +1 (615) 344-2598

         Attn: John M. Franck II

(b)      If to the Paying Agent and Registrar

         Bank One, NA, London Branch
         27 Leadenhall Street
         London EC2A 1AA

         Telephone: 44-20-7903-4192
         Telefax:   44-20-7903-4547

         Attn: Corporate Trust

(c)      If to the Paying Agent and Transfer Agent:

         Credit Agricole Indosuez Luxembourg S.A.
         39 Allee Scheffer
         L-25250 Luxembourg

         Telephone: +352-47-67-2344
         Telefax:   +352-47-67-3344

         Attn: M. Gilson de Rouvreux

or at any other address of which any of the foregoing shall have notified the
others, and shall be deemed to have been given when received by the relevant
party.

12.      APPLICABLE LAW, PLACE OF JURISDICTION

12.1     This Agreement shall be governed by the laws of the State of New York,
without regard to its conflict of laws principles.





                                      -8-
   9

12.2     The non-exclusive place for all proceedings arising out of this
agreement shall be New York.

13.      MISCELLANEOUS

13.1     The Paying Agent shall promptly advise the Issuer of any notice,
including any notice declaring Notes due, which it may receive pursuant to the
Conditions.

13.2     Should any of the provisions of this Agreement be or become invalid, in
whole or in part, the other provisions of this Agreement shall remain in force.
Invalid provisions shall, according to the intent and purpose of this Agreement,
be replaced by such valid provisions which in their economic effect come as
close as legally possible to that of the invalid provisions.

13.3     This Agreement may be signed in one or more counterparts.

13.4     If there is any conflict between the terms of this Agreement and the
terms of the Indenture, the terms of the Indenture shall control.

13.5     The terms of the United States Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), shall be incorporated by reference herein to the
extent applicable. Each of the Agents shall abide by the Trust Indenture Act, to
the extent applicable. Nothing in this agreement shall be deemed to conflict
with the Trust Indenture Act and, to the extent of any such conflict and to the
extent applicable, the terms of the Trust Indenture Act shall be deemed to
govern.


















                                      -9-
   10

This Agreement has been entered into effective the date stated at the beginning
hereof.

HCA - THE HEALTHCARE COMPANY

By: /s/ David G. Anderson
    -----------------------------------------------

Print Name: David G. Anderson
            ---------------------------------------

Title:  Senior Vice President-Finance and Treasurer
        -------------------------------------------

BANK ONE, NA, LONDON BRANCH

By: /s/ Anna Hogg
    ----------------------------------------------

Print Name: Anna Hogg
            --------------------------------------

Title: Assistant Vice President
       -------------------------------------------

CREDIT AGRICOLE INDOSUEZ LUXEMBOURG S.A.

By: /s/ Anna Hogg
    ----------------------------------------------

Print Name: Anna Hogg
            --------------------------------------

Title: Assistant Vice President
       -------------------------------------------




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                                   SCHEDULE 1


                                  [GLOBAL NOTE]





















                                      -11-
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                                   SCHEDULE 2


                                   [INDENTURE]

























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