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Interim Investors Agreement

INTERIM INVESTORS AGREEMENT

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

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

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

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

Therefore, the parties hereto hereby agree as follows:

1. EFFECTIVENESS; DEFINITIONS.

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

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

2. AGREEMENTS AMONG THE INVESTORS.

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

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

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