REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of November 17, 2006, is by and among HCA Inc., a Delaware corporation (the ?Company?), Hercules Holding II, LLC, a Delaware limited liability company (?Holdings?) and each of the other parties hereto. Each of the Persons listed on the signature pages hereto (other than the Company and Holdings), each Senior Manager and any Person who becomes a party hereto pursuant to Section 12(c) are referred to individually as an ?Investor? and together as the ?Investors?.

WHEREAS, Holdings and the Investors are parties to that certain Amended and Restated Limited Liability Company Agreement, dated as of the date hereof, as the same may hereafter be amended from time to time (the ?LLC Agreement?);

WHEREAS, in connection with the entry into the LLC Agreement and the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of July 24, 2006, by and among the Company, Holdings and Hercules Acquisition Corporation, the parties hereto desire to enter into this Agreement to provide the Investors with certain registration rights with respect to the Common Stock (as defined below); and

NOW, THEREFORE, for and in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1. Definitions. As used in this Agreement, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the LLC Agreement:

?Bain Investor? shall mean Bain Capital HCA Investors, LLC, Bain Capital Integral Investors 2006, LLC and BCIP TCV, LLC, Bain Capital Hercules Investors, LLC and their Permitted Transferees, in each case, that from time to time hold any direct or indirect interest in the Company.

?Common Stock? shall mean all shares hereafter authorized of any class of common stock of the Company which has the right (subject always to the rights of any class or series of preferred stock of the Company) to participate in the distribution of the assets and earnings of the Company without limit as to per share amount.

?Demand Notice? shall have the meaning set forth in Section 2(a) hereof.

?Demand Registration? shall have the meaning set forth in Section 2(a) hereof.

?Exchange Act? shall mean the Securities Exchange Act of 1934, as amended, and any successor statute thereto and the rules and regulations of the SEC promulgated thereunder.

?Family Investor? means, as of any date, any of the individuals or entities identified in Exhibit A to the LLC Agreement and their respective Permitted Transferees that from time to time hold any direct or indirect interest in the Company and/or HCA.

?Family Member? shall mean, with respect to any natural Person, (i) any family member (including any child, stepchild, grandchild or more remote issue, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, child of sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, cousin and adoptive relationships) or heir, legatee, beneficiary, devisee or estate of such Family Member or (ii) any foundation, trust, family limited partnership, family limited liability company or other entity created and used for estate planning purposes, so long as any such foundation, trust, family limited partnership, family limited liability company or other entity is controlled by, for the benefit of, or owned by one or more Persons described in clause (i) and/or clause (ii).

?Family Representative? means Frisco Inc. and Frisco Partners or such other natural person or entity as may be designated to act as such, and notified to the Company in writing, by Frisco Inc. and Frisco Partners.

?KKR Investor? shall mean KKR Millennium Fund L.P., KKR PEI Investments, L.P., KKR 2006 Fund L.P., KKR Partners III, L.P., OPERF Co-Investment LLC and their respective Permitted Transferees, in each case, that from time to time hold any direct or indirect interest in the Company.

?Losses? shall have the meaning set forth in Section 7 hereof.

?Management Stockholder?s Agreement? shall mean the Management Stockholder?s Agreement dated as of the date hereof among the Company and certain members of senior management of the Company and any other substantially similar Management Stockholder?s Agreement subsequently entered into among the Company and any employee of the Company, in each case as amended from time to time.

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