Tenet Healthcare (THC)

DIRECTOR COMPENSATION

Our non-employee directors, which include all our directors except Mr. Fetter, each receive a $75,000 annual retainer fee (prorated for partial-year service). The non-employee directors also receive $2,000 per Board or committee meeting attended. Each non-employee director serving as the chair of a committee receives an annual fee of $12,000 (prorated for partial-year service), except that the chair of the Audit Committee receives an annual chair fee of $20,000 given the demands and responsibilities placed on the Audit Committee. Our independent Chairman of the Board receives an annual fee of $135,000 in addition to other Board and committee compensation. All directors are reimbursed for travel expenses and other out-of-pocket costs incurred while attending meetings. During 2008, our directors were also eligible to participate in the Tenet Healthcare Foundation Matching Gift Program, which matched charitable gifts made by our directors and most of our employees up to $10,000 per director or employee per year.

Our non-employee director compensation also includes an annual award of restricted stock units equal in value to $130,000 (prorated for partial-year service with respect to the initial year of service), as shown in the Stock Awards column in the table below.

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Table of Contents

The following table sets forth information concerning our compensation of the non-employee members of our Board of Directors for 2008. No compensation was paid to any of the non-employee directors pursuant to a non-equity incentive compensation plan nor were any stock options granted to our directors during 2008. All stock options held by non-employee directors were out-of-the money during 2008, that is, they had an exercise price of more than the market price of our common stock.

Director Compensation

Our non-employee directors, who include all our directors except Mr. Fetter, are compensated for their services to us. Our Corporate Governance Principles provide that director compensation should be consistent with market practices and set at a level that does not call into question the Board’s objectivity. The Principles also require our Board’s Compensation Committee to conduct a review of Board compensation at least once every two years and to make a full report to the Board on its review.

The Compensation Committee’s most recent director compensation review took place in May 2006. At that time, the Committee’s outside compensation consultant provided the Committee with market data on the director compensation practices of our peer companies and compared our director compensation to peer company compensation, company by company and in the aggregate, in the following areas:  total cash compensation; total equity compensation; total compensation (cash plus equity); ratio of cash to equity compensation; board retainer; board meeting fees; committee chair retainers and committee meeting fees for Audit, Compensation and Governance/Nominating committees. The data indicated that our director compensation, in the aggregate, ranks between the 50th and 75th percentile of our peers and that the ratio of cash to equity compensation is consistent with the median peer group mix. The data indicated that while our Board retainer and equity compensation ranks above the median of our peers, our meeting fees tended to be below the median.

We believe that our directors are compensated appropriately. For the past several years, our Board has had to direct the company during a period in which it had to resolve significant lawsuits and investigations, including major settlements with private parties and federal and state governments, and an investigation into past accounting practices that led to financial restatements. All of this has greatly increased our directors’ workloads.

Under our Corporate Governance Principles, each of our directors is required to own shares of our stock with a value equal to three times the director annual retainer by no later than March 11, 2008 and five years from when the director joins our Board. All of our directors satisfy the stock ownership requirements.

For more detailed information concerning the compensation of our directors, see pages 14 to 17.

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Director Compensation

        During 2004, our non-employee directors, which include all our directors except Mr. Fetter, each received a $65,000 annual retainer fee (pro-rated for partial year service). The non-employee directors also received $1,500 per Board meeting and $1,200 per committee meeting attended. Each non-employee director serving as the chair of a committee received an annual fee of $12,000 (pro-rated for partial year service). All directors are reimbursed for travel expenses and other out-of-pocket costs incurred while attending meetings. Our Chairman of the Board, or our lead independent director if one has been appointed, receives an annual fee of $135,000 in addition to other Board and committee compensation (including meetings of committees as to which he attends in an ex officio capacity).

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