EXHIBIT 10.29


                     HCA DIRECTORS' 2002 COMPENSATION/FEES



DIRECTOR COMPENSATION (BOARD)

- -       Non-employee directors have the choice of (i) receiving an annual
        retainer of $50,000 payable in restricted stock that vests one year from
        the date of grant; or (ii) receiving, in lieu of annual retainers for
        the following 5 years, $200,000 in restricted stock units that vest
        annually over a 5 year period at a rate of 20% per year.

- -       Non-employee directors will receive a competitive option award.

- -       Non-employee directors are paid an attendance fee of $1,500 per meeting
        for all scheduled meetings of the Board.

- -       The Company from time to time may request a director as part of his or
        her service as a director to participate in business related meetings or
        in meetings which the Company believes will further his or her education
        as a director of a public company. In such event, it is the policy of
        the Company to reimburse the director for all reasonable travel expenses
        and to pay the director as an additional director's fee an amount equal
        to that paid a director for attendance at a board meeting. The Company
        shall report payments under this policy periodically to the Board
        committee responsible for Director compensation matters.

DIRECTOR COMPENSATION (COMMITTEES)

- -       Non-employee director committee members are paid a committee meeting fee
        of $1,200 per meeting (Committee Chairpersons $1,500) for attendance for
        all scheduled meetings of a respective committee in which that director
        serves. The Board of Directors currently has Audit, Compensation, Ethics
        and Compliance, Executive, Finance and Investment and Nominating
        Committees.

- -       Non-employee director committee members are paid an annual committee
        retainer of $3,000 (Committee Chair - $5,000) payable in cash or
        restricted share units.

MATCHING GIFT PROGRAM FOR DIRECTORS

- -       Gifts from each Director to organizations and programs exempt from
        taxation (pursuant to Section 501(c)(3) of the Internal Revenue Code),
        including civic, cultural, educational and health and human services
        institutions, will be matched on a dollar-for-dollar basis, from a
        minimum of $500 per gift, up to an aggregate maximum of $15,000
        annually. The Matching Gift Program will be administered by the HCA
        Foundation, Inc. To qualify for a matching gift, contributions must be
        personal gifts from the Director's own funds (including personal or
        family foundations and gifts made jointly with spouses), paid in cash or
        securities. Pledges do not qualify for matches. Directors who have
        retired from service on the Board may participate in this program
        through the end of the first year following the year in which retirement
        was effective. The Company reserves the right to determine whether gifts
        to organizations are within certain guidelines for qualification for
        matching.