THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

HCA Inc. (HCA)

4/13/2006 Proxy Information

In 2003, Health Care Property Investors, Inc. (“HCPI”) and a joint venture comprised of HCPI and General Electric Corporation (the “Venture”) acquired all of the outstanding membership interest in MedCap Properties, LLC (“MedCap”) from the owners of MedCap, including HCA and Charles A. Elcan (the “Sale Transaction”). MedCap owned 113 medical office buildings (“MOBs”) at the time of the Sale Transaction. HCA now leases space from HCPI. Mr. Elcan is an executive officer of HCPI and the son-in-law of Thomas F. Frist, Jr., M.D., a director and former chief executive officer of HCA.

In connection with the Sale Transaction, MOBs related to one non-HCA facility and certain liabilities of MedCap that the buyers did not desire to assume were contributed by MedCap to a limited liability company (the “LLC”). The ownership interests in the LLC were distributed to the members of MedCap, prior to the closing of the Sale Transaction, in accordance with the terms of MedCap’s operating agreement. In 2005, the LLC sold its remaining assets, settled its liabilities, and distributed all of its assets, other than a $100,000 reserve retained to pay expenses associated with its liquidation. Mr. Elcan’s share of that distribution was $1,364,828. Prior to the sale of the LLC’s remaining assets, the ownerership interests of Mr. Elcan and HCA in the LLC were 32.8% and 33.8%, respectively.

In 2005, we made rental payments to HCPI of $21,376,190 in the aggregate in connection with the rental of certain medical office buildings. On November 21, 2005, HCA Realty, Inc., a wholly owned subsidiary of HCA, entered into a purchase and sale agreement with six subsidiaries of HCPI to repurchase seven medical office buildings in the states of Florida, Tennessee and Georgia for an aggregate purchase price of $23,418,000. These buildings were acquired by HCPI for approximately $17,817,370 in 2003 as part of the Sale Transaction.

HCA and Tomco II, LLC, an entity wholly owned by Dr. Frist, entered into an aircraft hourly rental agreement effective on September 30, 2002 and amended on March 28, 2003, under which Tomco II has agreed to rent an aircraft to HCA for business purposes on an as needed basis, but not to exceed 100 hours in the aggregate during any annual period. HCA paid approximately $81,240 to Tomco for approximately 67.7 hours of aircraft usage time in 2005. HCA believes the rental rate under the agreement is at fair market value. In addition, HCA paid approximately $42,380 to Tomco II as reimbursement for certain expenses incurred in connection with the operation of the aircraft on HCA’s behalf, including fuel costs, landing and other miscellaneous fees. Tomco II paid HCA approximately $845 for 24 hours of maintenance work performed on the aircraft in 2005 by HCA mechanics. This amount represents the standard hourly rate paid by HCA to its mechanics, plus 22% to cover the portion of the mechanics’ benefits attributable to the time spent working on the aircraft.

HCA and Dr. Frist entered into a retirement Agreement effective January 1, 2002, in connection with Dr. Frist’s retirement as an executive officer and as chairman of HCA. Pursuant to the agreement, we agreed to provide office space, to employ an administrative assistant on the budget guidelines used for other HCA employees for Dr. Frist’s clerical support and to provide HCA hangar space for a family-owned aircraft.

Dr. Rodrick Love is a physician associate employed by Commonwealth Perinatal Associates, P.C. (“Commonwealth Perinatal”). Commonwealth Perinatal has entered into a professional medical services agreement with HCA Health Services of Virginia and Chippenham & Johnston-Willis Hospitals, Inc., two hospitals owned and operated by HCA, that expires December 31, 2006. In 2005, the total fees paid by us pursuant to the agreement were $300,000, which is the maximum amount payable annually under the agreement. Dr. Love is the son-in-law of Frank S. Royal, M.D., a director of HCA. The Board of Directors discussed the agreement with Commonwealth Perinatal and determined that Dr. Royal does not have a direct or indirect material interest in the transaction.

On September 30, 2005, we made a $1 million unrestricted gift to the Fuqua School of Business at Duke University. An amphitheatre classroom at the business school will be named for HCA in recognition of the gift and HCA’s relationship with Fuqua’s Health Sector Management Program. Our Chairman and Chief Executive Officer, Jack Bovender, received a bachelor’s degree and a master’s degree in hospital administration from Duke. Mr. Bovender serves on the Board of Visitors of the Fuqua School of Business, and his son, Richard, will be attending the Fuqua School of Business be -ginning in the fall of 2006.

Christopher S. George serves as the chief executive officer of an HCA-affiliated hospital. During 2005, Mr. George received a base salary of approximately $253,100 for his services. Mr. George’s father, V. Carl George, serves as an executive officer of HCA.

Randall C. Donaldson works for an HCA affiliate, and in 2005 Mr. Donaldson received a base salary of approximately $84,500 for his services. Mr. Donaldson’s brother-in-law, Samuel N. Hazen, serves as an executive officer of HCA.

Mary K. Barrass works for an HCA affiliate, and in 2005 Ms. Barrass received a base salary of approximately $74,800 for her services. Ms. Barrass’ brother-in-law, Victor L. Campbell, serves as an executive officer of HCA.

Dustin A. Greene began working for an HCA affiliate in August 2005 at a base salary of approximately $64,800. Mr. Greene’s father-in-law, W. Paul Rutledge, serves as an executive officer of HCA.

Richard Bovender works for an HCA affiliate, and in 2005 Mr. Bovender received a base salary of approximately $54,000 for his services. Mr. Bovender’s father, Jack O. Bovender, Jr., is the Chairman and Chief Executive Officer of HCA.

Messrs. George, Donaldson, Greene and Bovender and Ms. Barrass each receives customary benefits similar to those provided to employees of similar position or experience.

The Company maintains a summer intern program, open to all corporate office employees, for children of our employees who are college or college-bound students. Our executive officers’ children may participate in this program.

4/18/2005 Proxy Information

In 2003, Healthcare Property Investors, Inc. (“HCPI”) and a joint venture comprised of HCPI and General Electric Corporation acquired all of the outstanding membership interest in MedCap Properties, LLC (“MedCap”) from the owners of MedCap, including HCA and Charles A. Elcan (the “Sale Transaction”). MedCap owned 113 medical office buildings (“MOBs”) at the time of the Sale Transaction. HCA now leases space from HCPI. Mr. Elcan is the son-in-law of Thomas F. Frist, Jr., M.D., a director and former chief executive officer of HCA.

In connection with the Sale Transaction, MOBs related to one non-HCA facility and certain liabilities of MedCap that the buyers did not desire to assume were contributed by MedCap to a limited liability company (the “LLC”). The liabilities assumed by the LLC included MedCap’s liability pursuant to a swap transaction entered into with a financial institution to act as an interest rate cap with respect to MedCap’s indebtedness (the “Swap Transaction”). The ownership interests in the LLC were distributed to the members of MedCap, prior to the closing of the Sale Transaction, in accordance with the terms of MedCap’s operating agreement. The ownership interests of Mr. Elcan and HCA in the LLC are 32.8% and 33.8%, respectively. Upon the closing of the Sale Transaction, the members of the LLC, other than HCA, deposited funds on behalf of the LLC in an escrow account (the “Escrow”). The Escrow served as collateral for the LLC’s liability pursuant to the Swap Transaction. HCA was not required to post any collateral for its share of liability with respect to the Swap Transaction, but rather guaranteed 33.8% of any liability arising under the Swap Transaction.

In 2004, the LLC settled the Swap Transaction by paying an aggregate of $9,955,000 to the counter party. HCA directly paid $3,365,387 or 33.8% of the amount necessary to settle the Swap Transaction. The balance of the payment was made from funds deposited in the Escrow. Funds deposited in the Escrow by Mr. Elcan were utilized to pay $3,266,932, or 32.8%, of the amount paid to settle the Swap Transaction. The funds remaining in the Escrow following settlement of the Swap Transaction were distributed to the members of the LLC who contributed those funds to the Escrow in proportion to their contribution to the Escrow. Mr. Elcan’s share of that distribution was approximately $4.1 million, which represents a partial return of the $8.1 million he contributed to the Escrow and the LLC.

The LLC expects to settle its remaining liabilities, sell its assets and liquidate in 2005. Upon liquidation, the LLC will distribute its assets to its members in accordance with their respective ownership interests.

HCA and Tomco II, LLC, an entity wholly owned by Dr. Frist, entered into an aircraft hourly rental agreement effective on September 30, 2002 and amended on March 28, 2003, under which Tomco II has agreed to rent an aircraft to HCA for business purposes on an as needed basis, but not to exceed 100 hours in the aggregate during any annual period. HCA paid approximately $65,236 to Tomco for approximately 40 hours of aircraft usage time in 2004. HCA believes the rental rate under the agreement is at fair market value.

HCA and Dr. Frist entered into a retirement Agreement effective January 1, 2002, in connection with Dr. Frist’s retirement as an executive officer and as chairman of HCA. Pursuant to the agreement, HCA agreed to provide office space, to employ an administrative assistant on the budget guidelines used for other HCA employees for Dr. Frist’s clerical support, to provide HCA hangar space for a family-owned aircraft to the extent such space is available and to make a one-time payment of $30,352 to enable Dr. Frist to continue comparable Medical insurance.

Christopher S. George serves as the chief executive officer of an HCA-affiliated hospital. During 2004, Mr. George was paid approximately $186,700 for his services. Mr. George’s father, V. Carl George, serves as an executive officer of HCA.

Randall C. Donaldson works for an HCA affiliate, and in 2004 Mr. Donaldson was paid approximately $82,000 for his services. Mr. Donaldson’s brother-in-law, Samuel N. Hazen, serves as an executive officer of HCA.

Mary K. Barrass works for an HCA affiliate, and in 2004 Ms. Barrass was paid approximately $72,000 for her services. Ms. Barrass’ brother-in-law, Victor L. Campbell, serves as an executive officer of HCA.

James M. Tavenner works for an HCA affiliate, and in 2004 was paid approximately $97,500 for his services. Mr. Tavenner’s sister-in-law, Marilyn B. Tavenner, serves as an executive officer of HCA.

The Company receives services from Zycron Computer Services, a technical employee outsourcing company. Richard Bovender, the son of our Chairman and CEO, was a contractor with Zycron during 2004. During 2004, Zycron billed HCA on an hourly basis for Richard Bovender’s services during 2004 for a total of approximately $85,947 for web design and administrative processing services. Richard Bovender was paid approximately $46,800 for his services to Zycron in 2004. Richard Bovender became an employee of an affiliate of the Company in January 2005 and receives an annual salary of $54,000.

The Company maintains a summer intern program, open to all corporate office employees, for children of our employees who are college or college-bound students. Our executive officers’ children may participate in this program.

Mr. Frist served as an executive officer and Chairman of HCA Inc. from January 2001 to January 2002, Chairman and Chief Executive Officer from July 1997 to January 2001, Vice Chairman from April 1995 to July 1997 and Chairman from February 1994 to April 1995. He was Chairman, Chief Executive Officer and President of HCA-Hospital Corporation of America from 1988 to February 1994.

4/13/2004 Proxy Information

In September 1998, HCA management decided to divest certain medical office buildings ("MOBs") as part of its strategy to focus on the core business of hospital operations. HCA believed a third party whose sole business was the operation of MOBs would be better positioned to achieve improved operating performance, which could lead to appreciation in the value of the MOBs. HCA management also believed there could be certain regulatory compliance benefits for HCA in having MOB leasing transactions with physicians being with a third party rather than directly with HCA. HCA identified 116 MOBs (the "MedCap MOBs") that were transferred to MedCap Properties, LLC ("MedCap"), a private company that was formed by HCA and other investors to acquire the MedCap MOBs. In connection with the transfer of the MOBs, HCA wrote down the value of the MedCap MOBs from HCA's depreciated cost basis of $469 million to a fair value of $294 million and recognized a pretax impairment charge of $175 million. MOBs are typically valued by dividing the MOB's expected net operating income by a capitalization rate which represents, in effect, the return required by an investor on the investment in the MOB. Market capitalization rates typically fluctuate in tandem with market interest rates. The fair value of the MedCap MOBs was determined by dividing the MedCap MOB's historical net operating income by a capitalization rate which was within a range of MOB capitalization rates provided to HCA by an independent third party.

In December 2000, HCA received $250 million in cash in connection with its sale of a majority interest in the MedCap MOBs, consisting of $196 million of proceeds from loans secured by the MedCap MOBs and $54 million paid by third parties to HCA in exchange for an approximately 52% ownership interest in MedCap. HCA retained a 48% minority ownership interest in MedCap valued at approximately $51 million. The sale of the 52% interest in MedCap to investors for $54 million did not result in a gain or loss to HCA for financial accounting purposes, as the sale value was equal to HCA's carrying value. Charles A. Elcan, the Chief Manager of MedCap and a member of MedCap's board of governors, purchased 18,040 Class A Units for $1,000 per Class A Unit or $18.040 million and 370 Class C Units in MedCap for $370 which, in December of 2002, represented approximately 17% of the Class A and Class B Units and 43% of the Class C Units. An affiliate of MedCap loaned Mr. Elcan $204,000 to fund, in part, his purchase of Class A Units. Mr. Elcan is the son-in-law of Thomas F. Frist, Jr., M.D., a director and former chief executive officer of HCA. The remaining Class A Units were purchased by unrelated third parties for $1,000 per Unit.

The ownership of MedCap was structured as follows (approximate ownership percentages at December 31, 2002 are indicated):

Class A member and Units - Investors other than HCA (55,724 Units or 52%)

Class B member and Units - HCA (51,336 Units or 48%)

Class C member and Units - MedCap management (870 Units)

The Class C Units were held by members of the MedCap management team and were structured to provide incentives and rewards for financial performance and enhancing the value of all ownership units. The Class C Units entitled their holders to share in distributions from capital transactions, such as asset sales and refinancings, after the Class A holders and Class B holders received an agreed upon 12% rate of return on their investment in MedCap. Thereafter, the remaining proceeds from a capital transaction were to be distributed as follows:

(i) First, 82% to the holders of the Class A Units and Class B Units and 18% to the holders of the Class C Units until the owners of the Class A Units and Class B Units recognized a 20% rate of return on their investment in MedCap;

(ii) Second, 75% to the holders of the Class A Units and Class B Units and 25% to the holders of the Class C Units until the owners of the Class A Units and Class B Units recognized a 23% rate of return on their investment in MedCap; and

(iii) Thereafter, 68% to the holders of the Class A Units and Class B Units and 32% to the holders of the Class C Units.

On February 28, 2003, MedCap refinanced an outstanding loan with an unrelated third party, redeemed all of the Class A Units owned by an unrelated third party investor and redeemed 19,586 of HCA's Class B Units (maintaining HCA's ownership interest below 50%) for $31.3 million, or $1,600 per Class B Unit, the same price per Class B Unit as was paid to an unrelated party for its Class A Units (the "Redemption Transaction"). The redemption of HCA's Class B Units was approved by HCA's management. HCA believes the increase in the value of the Class A and Class B Units from $1,000 per Unit in December 2000 to $1,600 per Unit was attributable to an increase in MedCap's net operating income, resulting from improved performance of the MedCap MOBs, MedCap's acquisition of additional MOBs and a decrease in capitalization rates resulting, in significant part, from a decline in prevailing interest rates. After giving effect to these redemptions, HCA and Mr. Elcan owned approximately 49% and 28%, respectively, of MedCap's Class A and Class B Units. In connection with the redemptions, and in accordance with the terms of its operating agreement, MedCap distributed $10 million to the owners of the Class A Units, of which $5.6 million was Mr. Elcan's proportional distribution.

During 2003, Mr. Elcan and HCA received approximately $3.9 million and $7.9 million, respectively, in additional distributions in respect of their Class A and Class B Units, in the same per Unit amounts as other Unit holders of their respective class of ownership. During 2003, Mr. Elcan received approximately $226,000 in salary and a bonus of approximately $1.4 million, pursuant to an employment agreement with a limited liability company that was affiliated with and provided management services to MedCap. These payments were based, in part, on achieving certain performance thresholds. In addition, Mr. Elcan received $640,000 as his portion of a disposition fee payable to the managers of MedCap under their management agreement. Mr. Elcan's employment agreement expired June 30, 2003.

HCA leased certain office space from MedCap and during 2003 paid MedCap $14.6 million in rents for such leased office space. HCA reserved certain rights of control and approval with respect to the leasing, operation and maintenance of the MOBs transferred to MedCap. In return for these rights, HCA provided MedCap with a contingent guaranty of a specified level of net operating income, which is defined as rental income less operating expenses. This operations and support agreement related to the majority of the MOBs transferred to MedCap. The amount of the contingent guaranty was calculated in reference to the net operating income of all MOBs covered by the agreement. No payments were required under the agreement during 2003. HCA also provided net operating income support for certain MOBs that were newly constructed or had relatively low occupancy rates. HCA incurred costs of $1.3 million under these agreements during 2003.

HCA and MedCap entered into operations and support agreements for five development MOBs in 2003. Under these agreements, HCA provided MedCap with a ten to twelve year contingent guaranty of a specified level of net operating income for each of the MOBs. HCA incurred costs of $748 thousand under these agreements in 2003. One MOB was acquired by MedCap, during 2003, pursuant to a purchase option granted by the original developers to HCA and assigned to MedCap. HCA reserved certain rights of control and approval with respect to the leasing, operation and maintenance of these MOBs.

On October 1, 2003, Health Care Property Investors, Inc. ("HCPI") and a joint venture comprised of HCPI and General Electric Corporation (the "Venture") acquired all of the outstanding membership interests in MedCap (the "Sale Transaction") for total consideration valued at $575.2 million, excluding the value of certain future payments to be made to the members of MedCap in connection with certain medical office buildings under development by MedCap on October 1, 2003 ("Development Payments").

The consideration received by each member of MedCap in the Sale Transaction was equal to the amount they would have received pursuant to the terms of MedCap's operating agreement had MedCap sold all its assets, discharged its debts and liquidated. Upon the closing of the Sales Transaction, Mr. Elcan received $2,424 for each Class A Unit and $65,298 for each Class C Unit he held in MedCap. Mr. Elcan and other members of MedCap management elected to receive HCPI stock, instead of cash, for a portion of their membership interests in MedCap. Mr. Elcan received cash of $32.1 million (net of $8.1 million he contributed to a limited liability company that holds certain MedCap assets and liabilities that were excluded from the Sale Transaction) and HCPI stock valued at $27.6 million for his membership interests in MedCap. The value that Mr. Elcan received for his Class A and Class C Units was the same as that received by each holder of the respective MedCap ownership Units. The number of HCPI shares received by Mr. Elcan was based upon the fair value of HCPI shares for the ten-day period ended October 1, 2003. In addition, Mr. Elcan expects to receive Development Payments of $1.6 million to $2.1 million, based on the terms of the Sale Transaction. HCA received $73.3 million from the Sale Transaction, comprised of cash and certain MOBs, in exchange for its Class B ownership interest in MedCap. The transaction was recommended by HCA's management and approved by its Audit Committee and Board of Directors. It is being accounted for as a financing transaction by HCA and the potential gain amount ($80 million at December 31, 2003) is being deferred due to HCA's continuing involvement with the MOBs related to certain contingent, protective put and call rights. The MedCap ownership Units transferred in the Redemption Transaction and the Sale Transaction were transferred at values that were within ranges of fair market value determined by an independent third party.

MOB's related to one non-HCA facility and certain liabilities of MedCap that the buyers did not desire to assume were contributed by MedCap to a limited liability company (the "LLC"). The ownership interests in the LLC were distributed to the members of MedCap, prior to the closing of the Sale Transaction, in accordance with the terms of MedCap's operating agreement. The ownership interests of Mr. Elcan and HCA in the LLC are 32.8% and 33.8%, respectively. The owners of the LLC guaranteed certain of the LLC's liabilities and/or made cash contributions to the LLC in accordance, in each case, with their percentage ownership interest in the LLC. The LLC intends to sell its assets, discharge its liabilities and liquidate by 2005.

Following the Sale Transaction, Mr. Elcan and certain other members of MedCap's senior management were employed by HCPI to manage HCPI's and the Venture's medical office buildings.

HCA and Tomco II, LLC, an entity wholly owned by Dr. Thomas F. Frist, Jr., entered into an aircraft hourly rental agreement effective on September 30, 2002 and amended on March 28, 2003, under which Tomco II has agreed to rent an aircraft to HCA for business purposes on an as needed basis, but not to exceed 100 hours in the aggregate during any annual period. HCA paid approximately $118,145 to Tomco II for approximately 73 hours of aircraft usage time in 2003. HCA believes the rental rate under the agreement is at fair market value.

Christopher S. George serves as the chief operating officer of an HCA-affiliated hospital. During 2003, Mr. George was paid approximately $144,000 for his services. Mr. George's father, V. Carl George, serves as an executive officer of HCA.

Randall C. Donaldson works for an HCA affiliate, and in 2003 Mr. Donaldson was paid approximately $79,000 for his services. Mr. Donaldson's brother-in-law, Samuel N. Hazen, serves as an executive officer of HCA.

Mary K. Barrass works for an HCA affiliate, and in 2003 Ms. Barrass was paid approximately $70,000 for her services. Ms. Barrass' brother-in-law, Victor L. Campbell, serves as an executive officer of HCA.

The Company receives services from Zycron Computer Services, a technical employee outsourcing company. Richard Bovender, the son of our Chairman and CEO, is a contractor with Zycron. Zycron has billed HCA on an hourly basis for Richard Bovender's services during 2003 for a total of approximately $29,000 for web and graphic design services.

The Company maintains a summer intern program, open to all corporate office employees, for children of our employees who are college or college-bound students. Our executive officers' children may participate in this program.

4/14/2003 Proxy Information

In December 2000, HCA transferred 116 medical office buildings (“MOBs”) to MedCap Properties, LLC (“MedCap”). HCA received approximately $250 million and a minority interest (approximately 48%) in MedCap in the transaction. MedCap is a private company that was formed by HCA and other investors to acquire the buildings. Charles A. Elcan, the Chief Manager of MedCap and a member of MedCap’s board of governors, owns 18,040 Class A units and 370 Class C units in MedCap then representing approximately 17% of the units in MedCap. During 2002, Mr. Elcan and HCA received approximately $2.7 million and $7.6 million, respectively, in distributions in respect of their units in the same manner as other unit holders. During 2002, no distributions were made in respect of the Class C units. During 2002, Mr. Elcan received approximately $269,000 in salary and a bonus of approximately $672,000 pursuant to an employment agreement with a limited liability company affiliated with and providing management services to MedCap. These payments were based in part on achieving certain performance thresholds and on MedCap attaining certain revenue levels. Mr. Elcan’s employment agreement expires June 30, 2003. Mr. Elcan is the son-in-law of Dr. Frist, a director and former executive officer of HCA.

HCA leases certain office space from MedCap and during 2002 paid MedCap $19.4 million in rents for such leased office space. HCA reserves certain rights of control and approval with respect to the leasing, operation and maintenance of the MOBs transferred to MedCap. In return for these rights, HCA has provided MedCap with a contingent guaranty of a specified level of net operating income which is defined as rental income less operating expenses. This operations and support agreement relates to the majority of the MOBs transferred to MedCap. The amount of the contingent guaranty is calculated in reference to the net operating income of all MOBs covered by the agreement. No payments were required under the agreement during 2002. HCA has also provided net operating income support for certain MOBs that are newly constructed or have relatively low occupancy rates. HCA incurred costs of $1.9 million under these agreements during 2002. In 2002 the term for these operations and support agreements was extended by one year to December 2006.

MedCap has the option to require HCA to purchase the affiliated MOBs with respect to an HCA hospital that is closed or replaced. The purchase price for affiliated MOBs under the option agreement is the greater of their aggregate current fair value or their aggregate book value at MedCap’s formation date. During 2002, HCA repurchased one MOB from MedCap that was affiliated with a hospital facility that HCA planned to expand. The aggregate purchase price was $400,000, which was an amount negotiated by HCA’s management based on an appraisal obtained by HCA. This MOB was valued at $200,000 when it was acquired by MedCap from HCA in December 2000.

MedCap has rights of first offer on any future MOBs developed by HCA or its affiliates and on the disposition by HCA and its affiliates of any existing MOB associated with HCA hospitals, in geographic markets covered by MedCap. If HCA fails to accept any new development offer by MedCap, MedCap has the right to require HCA to purchase all MedCap MOBs within one mile of the associated hospital. During 2002 and the first quarter of 2003, HCA and MedCap entered into operations and support agreements for two newly constructed MOBs and two MOBs under construction by MedCap. Under these agreements, HCA provides MedCap with a ten to twelve year contingent guaranty of a specified level of net operating income for each of the MOBs. HCA incurred costs of $541,000 under these agreements in 2002. Two of the newly constructed MOBs were acquired by MedCap pursuant to purchase options granted by the original developers to HCA and assigned to MedCap. HCA reserves certain rights of control and approval with respect to the leasing, operation and maintenance of these MOBs.

On February 28, 2003, MedCap effected a restructuring in which it refinanced an outstanding loan with an unrelated third party, redeemed all of the Class A units owned by an unrelated third party investor and redeemed 19,586 Class B units owned by HCA for $31.3 million, the same price per unit paid to the unrelated party for its Class A units. After giving effect to these redemptions, HCA and Mr. Elcan owned approximately 49% and 28% of MedCap’s units, respectively. In connection with such redemptions and in accordance with the terms of its operating agreement, MedCap distributed $10 million in respect of the Class A units, of which $5.6 million was received by Mr. Elcan in the same manner as other holders of Class A units.

HCA and Tomco II, LLC, an entity wholly owned by Dr. Thomas F. Frist, Jr., entered into an aircraft hourly rental agreement effective on September 30, 2002 and amended on March 28, 2003, under which Tomco II has agreed to rent an aircraft to HCA for business purposes on an as needed basis, but not to exceed 100 hours in the aggregate during any annual period. During 2002, HCA paid to Tomco II approximately $187,600 for approximately 156 hours of aircraft usage time in 2001 and 2002. HCA believes the rental rate under the agreement is at fair market value.

HCA and Dr. Frist entered into a retirement agreement effective January 1, 2002, in connection with Dr. Frist’s retirement as an executive officer and as chairman. Pursuant to the agreement, HCA agreed to provide office space, employ an administrative assistant on the budget guidelines used for other HCA employees for his clerical support, provide HCA hangar space for a family-owned aircraft to the extent such space is available and make a one-time payment of $30,352 to enable Dr. Frist to continue comparable medical insurance.

William Frist, Dr. Thomas F. Frist, Jr.’s son, is employed in HCA’s chief operating officer development program at an HCA-affiliated hospital. During 2002 Mr. William Frist was paid approximately $100,000 for his services.

C. Shayne George serves as the chief operating officer of an HCA-affiliated hospital. During 2002, Mr. Shayne George was paid approximately $135,000 for his services. Mr. George’s father, V. Carl George, serves as an executive officer of HCA.

The Company receives services from Zycron Computer Services. Richard Bovender, the son of our Chairman and CEO, is a contractor with Zycron. Zycron has billed HCA on an hourly basis for Richard Bovender’s services during 2003. The Company anticipates that the aggregate amount of fees paid to Zycron relating to services provided by Richard Bovender during 2003 will not exceed $60,000.

The Company maintains a summer intern program, open to all corporate office employees, for children of our employees who are college or college-bound students. From time to time, our executive officers’ children may participate in this program.