8-K

UNITED STATES
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 6, 2005 (October 1, 2005)

HCA INC.

(Exact name of registrant as specified in its charter)

Delaware	001-11239	75-2497104
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

One Park Plaza, Nashville, Tennessee	37203
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 344-9551

Not Applicable

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry Into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1 RESTRICTED SHARE AWARD AGREEMENT
EX-99.2 NON-QUALIFIED STOCK OPTION AGREEMENT

Item 1.01. Entry Into a Material Definitive Agreement.

     On October 1, 2005, HCA Inc. (the “Company”) awarded restricted shares of the Company’s common stock and non-qualified stock options to purchase shares of its common stock to certain recently appointed executive officers, pursuant to the HCA 2005 Equity Incentive Plan (the “2005 Plan”), as approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”).

     The restricted shares will vest and become exercisable ratably in 33 1/3% increments on each of the first, second and third anniversaries of the date of grant. Notwithstanding the foregoing, the shares of restricted stock will become fully vested upon the occurrence of a change in control of the Company (as defined in the award agreements) or the termination of the executive by reason of death or disability. The restricted stock awards are subject to the terms of the 2005 Plan and the individual award agreements substantially in the form of Exhibit 99.1 hereto and incorporated herein by reference. The foregoing summary of the terms of the restricted stock awards is qualified in its entirety by reference to the complete text of the 2005 Plan and the individual award agreements.

     The non-qualified stock options will vest and become exercisable ratably in 25% increments on each of the first, second, third and fourth anniversaries of the date of grant. The exercise price for the stock options is equal to the fair market value of the underlying shares of common stock on the date of grant. All of the options under the awards will become fully vested upon the occurrence of a change in control of the Company (as defined in the award agreements) or the termination of the executive by reason of retirement, death or disability. The non-qualified stock option awards are subject to the terms of the 2005 Plan and the individual award agreements substantially in the form of Exhibit 99.2 hereto and incorporated herein by reference. The foregoing summary of the terms of the non-qualified stock option awards is qualified in its entirety by reference to the complete text of the 2005 Plan and the individual award agreements.

Item 9.01. Financial Statements and Exhibits.

Exhibits

99.1	Form of Restricted Share Award Agreement
99.2	Form of Non-Qualified Stock Option Agreement

SIGNATURES

     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 INC.
By:	/s/ John M. Franck II
	John M. Franck II
	Vice President and Corporate Secretary

Date: October 6, 2005

EXHIBIT INDEX

99.1	Form of Restricted Share Award Agreement
99.2	Form of Non-Qualified Stock Option Agreement

EX-99.1

                                                                    Exhibit 99.1


                                    HCA INC.
                        RESTRICTED SHARE AWARD AGREEMENT


         THIS RESTRICTED SHARE AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ___ day of _________, 200__ (the "Grant Date"), between
HCA Inc., a Delaware corporation (the "Company" and, together with its
Subsidiaries and Affiliates, "HCA"), and _____________, (the "Grantee").
Capitalized terms not otherwise defined herein shall have the meaning ascribed
to such terms in the HCA 2005 Equity Incentive Plan (the "Plan").


         WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"); and


         WHEREAS, pursuant to the Plan, the Committee has granted an award of
restricted shares to the Grantee as provided herein;


         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

         1. Grant of Restricted Shares.

            (a) The Company hereby grants to the Grantee an award (the "Award")
of _____ shares of Common Stock of the Company (the "Shares" or the "Restricted
Shares") on the terms and conditions set forth in this Agreement and as
otherwise provided in the Plan.

            (b) The Grantee's rights with respect to the Award shall remain
forfeitable at all times prior to the dates on which the restrictions shall
lapse in accordance with Section 3 hereof.

         2. Terms and Rights as a Stockholder.

            (a) Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the "Restricted Period"
for Restricted Shares granted herein shall expire as to ___________ of the
Restricted Shares awarded hereunder (as such number maybe adjusted in accordance
with Section 7 hereof) on ______________.

            (b) The Grantee shall have all rights of a stockholder with respect
to the Restricted Shares, including the right to receive dividends and the right
to vote such Shares, subject to the following restrictions:




                  (i)      the Grantee shall not be entitled to delivery of the
                           stock certificate for any Shares until the expiration
                           of the Restricted Period as to such Shares;

                  (ii)     none of the Restricted Shares may be sold, assigned,
                           transferred, pledged, hypothecated or otherwise
                           encumbered or disposed of during the Restricted
                           Period as to such Shares; and

                  (iii)    except as otherwise determined by the Committee at or
                           after the grant of the Award hereunder, any of the
                           Restricted Shares as to which the Restricted Period
                           has not expired shall be forfeited, and all rights of
                           the Grantee to such Shares shall terminate, without
                           further obligation on the part of the Company, unless
                           the Grantee remains in the continuous employment of
                           HCA for the entire Restricted Period relating to such
                           Restricted Shares, as the case may be.


            Any Shares, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Shares shall be subject to the same restrictions, terms and conditions as such
Restricted Shares.

            (c) Notwithstanding the foregoing, the Restricted Period shall
automatically terminate as to all Restricted Shares awarded hereunder (as to
which such Restricted Period has not previously terminated) upon the occurrence
of the following events:

                  (i)      termination of the Grantee's employment with HCA
                           which results from the Grantee's death or Disability;
                           or

                  (ii)     the occurrence of a Change in Control.


            For purposes of this Agreement, "Disability" means that the Grantee
is permanently unable to perform the essential duties of the Grantee's
occupation.

         3. Termination of Restrictions. Upon the expiration or termination of
the Restricted Period as to any portion of the Restricted Shares, or at such
earlier time as may be determined by the Committee, all restrictions set forth
in this Agreement or in the Plan relating to such portion of the Restricted
Shares shall lapse as to such portion of the Restricted Shares, and a stock
certificate for the appropriate number of Shares, free of the restrictions and
restrictive stock legend, shall be delivered to the Grantee or the Grantee's
beneficiary or estate, as the case may be, pursuant to the terms of this
Agreement.

         4. Delivery of Shares.

            (a) As of the date hereof, certificates representing the Restricted
Shares shall be registered in the name of the Grantee and held by the Company or



                                      -2-


transferred to a custodian appointed by the Company for the account of the
Grantee subject to the terms and conditions of the Plan and shall remain in the
custody of the Company or such custodian until their delivery to the Grantee or
Grantee's beneficiary or estate as set forth in Sections 4(b) and (c) hereof or
their reversion to the Company as set forth in Section 2(b) hereof.

            (b) Certificates representing Restricted Shares in respect of which
the Restricted Period has lapsed pursuant to this Agreement shall be delivered
to the Grantee as soon as practicable following the date on which the
restrictions on such Restricted Shares lapse.

            (c) Certificates representing Restricted Shares in respect of which
the Restricted Period lapsed upon the Grantee's death shall be delivered to the
executors or administrators of the Grantee's estate as soon as practicable
following the receipt of proof of the Grantee's death satisfactory to the
Company.

            (d) Each certificate representing Restricted Shares shall bear a
legend in substantially the following form:


                  THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
                  ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE
                  AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE HCA 2005
                  EQUITY INCENTIVE PLAN (THE "PLAN") AND THE RESTRICTED SHARE
                  AWARD AGREEMENT (THE "AGREEMENT") BETWEEN THE OWNER OF THE
                  RESTRICTED SHARES REPRESENTED HEREBY AND HCA INC. (THE
                  "COMPANY"). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND
                  CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
                  PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE
                  ON FILE AT THE COMPANY.

         5. Effect of Lapse of Restrictions. To the extent that the Restricted
Period applicable to any Restricted Shares shall have lapsed, the Grantee may
receive, hold, sell or otherwise dispose of such Shares free and clear of the
restrictions imposed under the Plan and this Agreement.

         6. No Right to Continued Employment. This Agreement shall not be
construed as giving Grantee the right to be retained in the employ of HCA, and
HCA may at any time dismiss Grantee from employment, free from any liability or
any claim under the Plan.

         7. Adjustments. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 of the Plan) affecting HCA, or the financial statements
of HCA, or of changes in applicable


                                      -3-


laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan.

         8. Amendment to Award. Subject to the restrictions contained in Section
14 of the Plan, the Committee may waive any conditions or rights under, amend
any terms of, or alter, suspend, discontinue, cancel or terminate, the Award,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination which would
adversely affect the rights of the Grantee or any holder or beneficiary of the
Award shall not to that extent be effective without the consent of the Grantee,
holder or beneficiary affected.

         9. Withholding of Taxes. If the Grantee makes an election under section
83(b) of the Code with respect to the Award, the Award made pursuant to this
Agreement shall be conditioned upon the Grantee making prompt payment to the
Company of any applicable withholding obligations or withholding taxes by the
Grantee ("Withholding Taxes"). Failure by the Grantee to pay such Withholding
Taxes will render this Agreement and the Award granted hereunder null and void
ab initio and the Restricted Shares granted hereunder will be immediately
cancelled. If the Grantee does not make an election under section 83(b) of the
Code with respect to the Award, upon the lapse of the Restricted Period with
respect to any portion of the Restricted Shares (or property distributed with
respect thereto), the Company shall cancel such Restricted Shares (or withhold
property) having an aggregate Fair Value, on the date next preceding the lapse
of the Restricted Period, in an amount required to satisfy the required
Withholding Taxes as set forth by Internal Revenue Service guidelines for the
employer's minimum statutory withholding with respect to Grantee. The Company
shall deduct from any distribution of cash (whether or not related to the Award
including, without limitation, salary payments) to the Grantee an amount
required to satisfy the required Withholding Taxes as set forth by Internal
Revenue Service guidelines for the employer's minimum statutory withholding with
respect to Grantee pertaining to cash payments under the Award (including any
cash dividends made in respect of the Shares subject to the Award). For purposes
of this Agreement, "Fair Value" means the closing sales price of the Shares on
the New York Stock Exchange on such date, or in the absence of reported sales on
such date, the closing sales price of the Shares on the immediately preceding
date for which sales were reported.

         10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all of the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.

         11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or would disqualify the Plan or Award under any laws
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or, if it cannot be construed or
deemed amended without, in the


                                      -4-


determination of the Committee, materially altering the intent of the Plan or
the Award, such provision shall be stricken as to such jurisdiction, Person or
Award, and the remainder of the Plan and Award shall remain in full force and
effect.

         12. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.

To the Company:                     HCA Inc.
                                    One Park Plaza
                                    Nashville, TN 37203
                                    Attn: Vice President - Compensation

To the Grantee:
                                    The address then maintained with respect
                                    to the Grantee in the Company's records.


         13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.

         14. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to the Company. This Agreement shall inure
to the benefit of the Grantee's legal representatives. All obligations imposed
upon the Grantee and all rights granted to the Company under this Agreement
shall be binding upon the Grantee's heirs, executors, administrators and
successors.

         15. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Grantee and the Company for all purposes.


                            [SIGNATURE PAGE FOLLOWS.]








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         IN WITNESS WHEREOF, the parties have caused this Restricted Share Award
Agreement to be duly executed effective as of the day and year first above
written.

                                       HCA Inc.



                                       By: Jack O. Bovender, Jr.
                                           ----------------------------------


                                       Grantee:

                                       --------------------------------------
                                       Please Print

                                       Grantee:

                                       --------------------------------------
                                       Signature









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EX-99.2

                                                                    Exhibit 99.2


                                    HCA INC.
                      NON-QUALIFIED STOCK OPTION AGREEMENT

         THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made
and entered into as of this ___ day of ___________, 200__, by and between HCA
Inc., a Delaware corporation (formerly known as Columbia/HCA Healthcare
Corporation) (the "Company" and, together with its subsidiaries, "HCA"), and
___________, (the "Optionee"). Capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the HCA 2005 Equity Incentive
Plan (the "Plan").

         WHEREAS, the Company has adopted the Plan, which permits the issuance
of stock options for the purchase of shares of the common stock, par value $.01
per share, of the Company (the "Shares"); and

         WHEREAS, the Company desires to afford the Optionee an opportunity to
purchase Shares as hereinafter provided in accordance with the provisions of the
Plan;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

         1. Grant of Option.

            (a) The Company grants as of the date of this Agreement the right
and option (the "Option") to purchase all or any part of the number of Shares
(the "Option Stock") at the price per share indicated on the Notice of Grant of
Stock Options attached and made a part hereto, on the terms and conditions set
forth in this Agreement and subject to all provisions of the Plan. The Optionee,
holder or beneficiary of the Option shall not have any of the rights of a
stockholder with respect to the Option Stock until such person has become a
holder of such Shares by the due exercise of the Option and payment of the
Option Payment (as defined in Section 3 below) in accordance with this
Agreement.

            (b) The Option shall be a non-qualified stock option. In order to
provide the Company with the opportunity to claim the benefit of any income tax
deduction which may be available to it upon the exercise of the Option, and in
order to comply with all applicable federal or state tax laws or regulations,
the Company may take such action as it deems appropriate to insure that, if
necessary, all applicable federal, state or other taxes are withheld or
collected from the Optionee.

         2. Exercise of Option. The Optionee may exercise the Option for up to
one-fourth of the Option Stock each year commencing one year from the date of
this Agreement, with additional installments of one-fourth of the Option Stock
exercisable on the second, third and fourth anniversaries of the date of grant
of the Option. Such installments shall be cumulative and, if in any year the
total number of Shares of Option Stock which may be purchased in such year is
not purchased, the Shares not purchased may be purchased in any subsequent year
during the Term (as defined in Section 4 below) of the Option. Notwithstanding
the above, each outstanding Option shall vest and become exercisable (i) upon
the occurrence of a Change in





Control or (ii) upon the death, Disability or Retirement of the Optionee. For
purposes of this Agreement, "Disability" means that the Optionee is permanently
unable to perform the essential duties of the Optionee's occupation. For
purposes of this Agreement, "Retirement" means Optionee's voluntary termination
of employment with HCA after attaining 65 years of age or Optionee's voluntary
termination of employment with HCA after 10 years of service with HCA and after
attaining 55 years of age.

         3. Manner of Exercise. The Option may be exercised in whole or in part
at any time within the period permitted hereunder for the exercise of the
Option, with respect to whole Shares only, by serving written notice of intent
to exercise the Option delivered to the Company at its principal office (or to
the Company's designated agent), stating the number of Shares to be purchased,
the person or persons in whose name the Shares are to be registered and each
such person's address and social security number. Such notice shall not be
effective unless accompanied by payment in full of the Option Price for the
number of Shares with respect to which the Option is then being exercised (the
"Option Payment"). The Option Payment shall be made in cash or cash equivalents
or in whole Shares valued at the shares' Fair Value on the date of exercise (or
next succeeding trading date if the date of exercise is not a trading date) or
the actual sales price of such Shares, together with any applicable withholding
taxes, or by a combination of such cash (or cash equivalents) and Shares. The
Optionee shall not be entitled to tender Shares pursuant to successive,
substantially simultaneous exercises of the Option or any other stock option of
the Company. Subject to applicable securities laws, the Optionee may also
exercise the Option by delivering a notice of exercise of the Option and by
simultaneously selling the Shares of Option Stock thereby acquired pursuant to a
brokerage or similar agreement approved in advance by proper officers of the
Company, using the proceeds of such sale as payment of the Option Payment,
together with any applicable withholding taxes. At the time of exercising the
Option, the Company shall satisfy any related tax withholding obligations by
withholding from the Shares otherwise issuable pursuant to the Option a number
of Shares having a Fair Value on the date of exercise equal to the required
withholding taxes as set forth by Internal Revenue Service guidelines for the
employer's minimum statutory withholding, or by the Optionee delivering to the
Company a like number of already owned shares. For purposes of this Agreement,
"Fair Value" means the closing sales price of the Shares on the New York Stock
Exchange or the actual sales price of such Shares.

         4. Termination of Option. The Option will expire ten years from the
date of grant of the Option (the "Term") with respect to any then unexercised
portion thereof, unless terminated earlier as set forth below:

            (a) Termination by Death. If the Optionee's employment by HCA
terminates by reason of death, or if the Optionee dies within three months after
termination of such employment for any reason other than Cause, this Option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Optionee under the will of the Optionee, for a period of one year
from the date of death or until the expiration of the Term of the Option,
whichever period is the shorter.

            (b) Termination by Reason of Disability. If the Optionee's
employment by HCA terminates by reason of Disability, this Option may thereafter
be exercised by the Optionee or personal representative or guardian of the
Optionee, as applicable, for a period of one year


                                      -2-


from the date of such termination of employment or until the expiration of the
Term of the Option, whichever period is the shorter.

            (c) Termination by Retirement. If Optionee's employment by HCA
terminates by reason of Retirement, this Option may thereafter be exercised by
the Optionee for a period of three years from the date of such termination of
employment or until the expiration of the Term of the Option, whichever period
is the shorter.

            (d) Termination for Cause. If the Optionee's employment by HCA is
terminated for Cause, this Option shall terminate immediately and become void
and of no effect.

            (e) Other Termination. If the Optionee's employment by HCA is
voluntarily terminated or involuntarily terminated for any reason other than for
Cause, death, Disability or Retirement, this Option may be exercised, to the
extent the Option was exercisable at the time of such termination, by the
Optionee for a period of three months from the date of such termination of
employment or the expiration of the Term of the Option, whichever period is the
shorter.

         5. No Right to Continued Employment. The grant of the Option shall not
be construed as giving Optionee the right to be retained in the employ of HCA
and HCA may at any time dismiss Optionee from employment, free from any
liability or any claim under the Plan.

         6. Adjustment to Option Stock. The Committee may make adjustments in
the terms and conditions of, and the criteria included in, this Option in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4.2 of the Plan) affecting the Company or the
financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan.

         7. Amendments to Option. Subject to the restrictions contained in
Sections 6.2 and 14 of the Plan, the Committee may waive any conditions or
rights under, amend any terms of, or alter, suspend, discontinue, cancel or
terminate, the Option, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or
termination that would adversely affect the rights of the Optionee or any holder
or beneficiary of the Option shall not to that extent be effective without the
consent of the Optionee, holder or beneficiary affected.

         8. Limited Transferability. During the Optionee's lifetime this Option
can be exercised only by the Optionee, except as otherwise provided in Section
4(a) above or in this Section 8. This Option may not be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by Optionee other
than (i) to a Permitted Transferee or (ii) by will or the laws of descent and
distribution. Any attempt to otherwise transfer this Option shall be void. No
transfer of this Option by the Optionee by will or by laws of descent and
distribution shall be effective to bind the Company unless the Company shall
have been furnished with written notice thereof and an authenticated copy of the
will and/or such other evidence as the Committee may deem necessary or
appropriate to establish the validity of the transfer. Any transfer of this
Option by the Optionee to a Permitted Transferee must be for no consideration
and, after the


                                      -3-


transfer, the Permitted Transferee shall have the sole responsibility for
determining whether and when to exercise the Option. A Permitted Transferee may
not transfer any such Option other than by will or the laws of descent and
distribution. For purposes of this Agreement, "Permitted Transferee" means the
Optionee's Immediate Family, a Permitted Trust or a partnership of which the
only partners are members of the Optionee's Immediate Family. For purposes of
this Agreement, "Immediate Family" means the Optionee's children and
grandchildren, including adopted children and grandchildren, stepchildren,
parents, stepparents, grandparents, spouse, siblings (including half brothers
and sisters), father-in-law, mother-in-law, daughters-in-law and sons-in-law.
For purposes of this Agreement, a "Permitted Trust" means a trust solely for the
benefit of the Optionee or Optionee's Immediate Family.

         9. Reservation of Shares. At all times during the term of this Option,
the Company shall use its best efforts to reserve and keep available such number
of Shares as shall be sufficient to satisfy the requirements of this Agreement.

         10. Plan Governs. The Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.

         11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or would disqualify the Plan or Award under any laws
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award, and the remainder of the Plan and
Award shall remain in full force and effect.

         12. Notices. All notices required to be given under this Option shall
be deemed to be received if delivered or mailed as provided for herein to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.


         To the Company:            HCA Inc.
                                    One Park Plaza
                                    Nashville, TN 37203
                                    Attn: Vice President - Compensation

         To the Optionee:           The address then maintained with respect to
                                    the Optionee in the Company's records.

         13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.

         14. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this


                                      -4-


Agreement shall be determined by the Committee. Any determination made hereunder
shall be final, binding and conclusive on the Grantee and the Company for all
purposes.

         15. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to the Company. This Agreement shall inure
to the benefit of the Optionee's legal representative and assignees. All
obligations imposed upon the Optionee and all rights granted to the Company
under this Agreement shall be binding upon the Optionee's heirs, executors,
administrators, successors and assignees.

         IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock
Option Agreement to be duly executed effective as of the day and year first
above written.


                                    HCA Inc.



                                    By: Jack O. Bovender, Jr.
                                        ---------------------------------


                                    Optionee:

                                    -------------------------------------
                                    Please Print

                                    Optionee:

                                    -------------------------------------
                                    Signature










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