Employment Agreement - Tenet Healthcare Corp. and David Dennis


                                 [LETTERHEAD]


Alan R. Ewalt
Executive Vice President
Human Resources
Dir Tel 805.563.7038
Dir Fax 805.563.7091

February 18, 2000

                            PERSONAL & CONFIDENTIAL

David Dennis
12916 Evanston
Los Angeles, CA 90049

Dear Mr. Dennis:

    I am pleased to confirm the offer for you to become Vice Chairman, Chief 
Corporate Officer and Chief Financial Officer for Tenet Healthcare 
Corporation in the Office of the President in Santa Barbara, effective 
March 1, 2000. You will report directly to Jeffrey Barbakow, Chairman and Chief 
Executive Officer.

1.  COMPENSATION AND BENEFITS: You will be entitled to compensation and 
benefits as follows:

         a. BASE COMPENSATION: Your base salary will be at the rate of 
$600,000 per year, payable bi-weekly.

         b. ANNUAL INCENTIVE PLAN: You will participate in the Annual 
Incentive Plan (AIP) with your target award percentage for the balance of 
Fiscal Year 2000 to be 60% with a maximum award of 90% of target and a growth 
award level to be determined. Fiscal Year 2001 you will be designated a 
162(m) executive and the target award percentage will be increased to 78%.

         c. CAR ALLOWANCE: You will receive a car allowance in the amount of 
$23,500 per year paid bi-weekly.

         d. BENEFIT: You will be eligible to participate in all other 
standard employee benefits, including health, life, dental, vision, long-term 
disability, 401(K) retirement savings, Executive Deferred Compensation (EDC) 
and Employee Stock Purchase Plan (ESPP). Your health plan coverage begins on 
the first of the month following ninety (90) days of employment. Tenet will 
reimburse you for COBRA premiums during that ninety (90) day period to ensure 
continuity of coverage. You will participate in the Tenet health plan with no 
limitations on pre-existing conditions. You may enroll in the Tenet 401(K) 
plan on the first of the month following ninety (90) days of employment. 
Tenet will match dollar-for-dollar the first 3% of salary contribution you 
make to the plan beginning one year from your date of hire. Until you are 
eligible for that match, you may participate in the Executive Deferred 
Compensation Plan and receive the 3% match in this non-qualified plan.

         e. COUNTRY CLUB MEMBERSHIPS: You will receive reimbursement for 
annual membership fees for the Regency Club, Jonathan Club, your Los Angeles 
country club, and an appropriate Santa Barbara club.

         f. EXECUTIVE MEDICAL: You will participate in Tenet's ExecuPlan 
which provides reimbursement for out of pocket health and dental expenses and 
premiums up to an annual level of $10,000.

         g. STOCK OPTIONS: You will receive a multi-year grant of 450,000 
Tenet non-qualified options vesting 1/3 each year with the first third 
vesting one year from February 18, 2000 (the date of grant). The options will 
be priced at market closing on the grant date. The next scheduled option 
grant will be three years from this initial grant.

         h. TENDEX: You will be given the opportunity to buy into Tendex at 
the next round at the same level as Tenet's former CFO but at the then 
current price.



Mr. David Dennis
February 18, 2000
Page 2


         i. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP): You will be named 
a participant in the SERP. On an exception basis, the Compensation and Stock 
Option Committee has approved granting you an additional year of service 
credit for each year of actual service with Tenet for your first five years 
of employment. Enclosed is a brochure describing the plan in more detail. 
Under separate cover, I will be sending you enrollment materials.

         j. SEVERANCE PROTECTION AGREEMENT: You will participate in the Tenet 
Severance Protection Plan at the same level provided to our current Chairman 
and President which provides acceleration of stock option vesting, severance 
equal to two times base salary plus target bonus, benefits continuation and 
legal fees reimbursement for a qualifying termination following a change of 
control of Tenet. No severance is due in the event of a termination for 
"cause" described below or voluntary termination except as provided under the 
Plan for "good reason".

            Absent of a change of control, should your employment with Tenet 
be terminated by the company without cause within three years from this date, 
you shall receive severance benefits of two years' salary and benefits 
continuation (excluding AIP). You may not receive benefits both under this 
severance arrangement and any other severance program, plan or arrangement 
with Tenet. You will be paid under the plan, program or arrangement for which 
you are eligible which provides the greatest benefit.

2. EMPLOYMENT STATUS: As a condition of employment, you agree to abide by all 
of Tenet's Human Resources policies including Tenet's Fair Treatment process 
which includes final and binding Arbitration as a resolution of any grievance 
that results from your employment or termination of employment with Tenet 
Healthcare Corporation.

            Your employment with the company will be on an at-will basis 
which means that either you or the company may terminate the employment 
relationship with or without notice or with or without cause at any time. The 
term "cause" as used above shall include, but not be limited to, dishonesty, 
fraud, willful misconduct, self dealing or violation of the company's 
Standards of Conduct, breach of fiduciary duty (whether or not involving 
personal profit), failure, neglect or refusal to perform your duties in any 
material respect, violation of law (except traffic violations or similar 
minor infractions), violation of the company's Human Resources Operations or 
other Policies, or any material breach of this agreement; provided, however, 
that a failure to achieve or meet business objectives as defined by the 
company shall not be considered "cause" so long as you have devoted your best 
and good faith efforts and full attention to the achievement of those 
business objectives.

            As with all prospective Tenet employees, this offer is contingent 
upon satisfactory background checks and your successfully passing a standard 
drug screening examination prior to beginning work.

            David, assuming these terms are agreeable, please sign this 
letter indicating your acceptance and return to me.

            We are enthusiastic about you accepting this new assignment. 
Please call me if you have any questions.

Sincerely,                                  ACCEPTED AND AGREED TO:

  /s/ Alan R. Ewalt                           /s/ David Dennis      2/23/00
----------------------                      -------------------- ------------
Alan R. Ewalt                               David Dennis          Date
EVP, Human Resources

c: Jeffrey Barbakow



                                    TERM SHEET
                                    ----------


Name:                    David Dennis

Position:                Vice Chairman, Chief Corporate Officer and 
                         Chief Financial Officer

Reports to:              Chairman and CEO

Start Date:              March 1, 2000

Base Salary:             $600,000

Next Salary Review:      June 1, 2001

Annual Incentive Plan
  Target Award:          60% (78% if 162(m) executive for FY 2001) 
                         Award will be pro rated for balance of FY 2000.

Stock Options:           Multi-year grant of 450,000 non-qualified options
                         vesting 1/3 each year with the first third vesting 
                         one year from the date of grant. The next scheduled 
                         grant to be three years from initial grant.

Tendex:                  Will be given opportunity to buy into Tendex at next 
                         round at same level as former CFO but at then current
                         price.

Auto Allowance:          $23,500 per year

Executive Medical Plan:  $10,000 annual maximum benefit

SERP:                    Will receive two years of service credit for each 
                         year of actual service during first five years in SERP.

Change of Control:       Will be eligible for benefit of two times base salary 
                         plus target bonus for qualifying termination following
                         a change of control of Tenet. All Tenet options will 
                         vest on change of control.

Benefits:                Will be eligible to participate in all other standard
                         employee benefits, including health, life, dental, 
                         vision, long-term disability, 401(K) retirement
                         savings, Executive Deferred Compensation (EDC) and
                         Employee Stock Purchase Plan (ESPP).

Club Memberships:        Will receive reimbursement for annual membership fee
                         for country club, Regency Club, Jonathan Club and 
                         appropriate Santa Barbara club.

Relocation:              To be determined based upon need.