1994 Directors Stock Option Plan - Tenet Healthcare Corp.

                               SECOND AMENDMENT TO
                        1994 DIRECTORS STOCK OPTION PLAN

         This Second Amendment (the "Amendment") to the Tenet Healthcare
Corporation (the "Company") 1994 Directors Stock Option Plan is made and dated
as of October 15, 1999. All capitalized terms used but not otherwise defined in
this Amendment shall have the meanings given to such terms in the 1994 Directors
Stock Option Plan, as the same may be amended and/or restated from time to time
(the "Plan")

                                    RECITALS

A.       The Plan was approved by the Board in 1994.

B.       The Committee recommended to the Board that the Board approve of this
         Amendment.

C.       The Board of Directors has approved of this Amendment.

         NOW, THEREFORE, in consideration of the foregoing Recitals, the Plan
hereby is amended as follows:

1.       DEFINITIONS. Section 2 paragraph (d) of the Plan, Definitions, hereby
is amended to read in its entirety as follows: "(d) "Company" means Tenet
Healthcare Corporation, a Nevada corporation, formerly known as National Medical
Enterprises, Inc."

2.       ELIGIBILITY. Section 5 of the Plan hereby is amended to read in its
entirety as follows:

         5.       ELIGIBILITY. Only non-employee Directors shall be eligible to
         participate in the Plan. Prior to the termination of the Plan, each
         Director who is serving in such capacity on the Date of Grant (as
         hereinafter defined) automatically shall be granted, on the last
         Thursday of October of each year (except the October 1999 grant, which
         shall be made on October 15, 1999 rather than October 28, 1999), an
         Option to acquire the greater of (x) 10,000 shares of Common Stock and
         (y) the number of shares of Common Stock determined by dividing (i) the
         product of four times the then-existing annual retainer fee, by (ii)
         the closing price of the Common Stock on the New York Stock Exchange on
         the "Date of Grant." Upon initial election to the Board, each Director
         automatically shall be granted, on the last Thursday of the month of
         such Director's election to the Board, an Option to acquire two times
         the greater of (x) 10,000 shares of Common Stock and (y) the number of
         shares of Common Stock determined by dividing (i) the product of four
         times the then-existing annual retainer fee, by (ii) the closing price
         of the Common Stock on the New York Stock Exchange on the "Date of
         Grant."




                                       -2-


         Initial election to the Board shall mean election to the Board by the
         Board or by the Shareholders of the Company, whichever first occurs.
         The date on which an Option is granted shall be the "Date of Grant"
         with respect to such Option. Each Option will be evidenced by a written
         instrument including terms and conditions consistent with the Plan, as
         the Committee may determine.

3.       TERMS AND CONDITIONS OF STOCK OPTIONS.

         (a)      Section 6 paragraph (b) of the Plan hereby is amended to read
in its entirety as follows:

         (b)The Committee shall have the discretion to set the vesting terms for
         all Options granted under the Plan, including the discretion to grant
         Options that vest immediately upon being granted. Upon vesting, an
         Option may be exercised with respect to all shares of Common Stock
         covered thereby during its term provided hereunder.

         (b)      Section 6 paragraph (c)(ii) hereby is amended by changing the
last word of the paragraph from "termination" to "retirement".

4.       EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.

         This amended Plan is effective as of October 15, 1999. Unless the Plan
is previously terminated, the Plan will terminate on January 26, 2004, except
with respect to Options then outstanding.

5.       FULL FORCE AND EFFECT.

         Except as expressly amended by the terms of this Amendment, the Plan as
in existence prior to the effectiveness of this Amendment shall remain in full
force and effect.