Exhibit 10.2

TRIAD HOSPITALS, INC. INCENTIVE COMPENSATION PLAN

Purpose and Administration of the Plan

The Triad Hospitals, Inc. Incentive Compensation Plan (Plan) is a part of your total compensation plan. It is designed to encourage superior performance by
providing certain eligible Employees with an opportunity to participate in the success of Triad Hospitals, Inc. (Company). The Plan is designed to assist the Company in its efforts to attract, retain and motivate these Employees.

Administration of the Plan shall be the responsibility of the Compensation Committee (Compensation Committee) of the Board of Directors of
Triad Hospitals, Inc. The Compensation Committee will have full and complete authority, in its sole and absolute discretion, to interpret, amend, rescind and make any determinations necessary in administering the Plan. The Committee may, at its
discretion, delegate certain administrative responsibilities to the Plan Committee, which will consist of the Chairman and CEO, COO, CFO and Vice President of Human Resources of Triad Hospitals, Inc. The actions and determinations of the Committee
or its designees on all matters relating to the Plan and any Awards will be final and conclusive.

Participation

Eligibility to participate in the Plan shall be restricted to those Employees who, in the opinion of the Compensation Committee, are in a position to make a significant
contribution to the success of the Company and who have completed at least three months of employment in an approved position during the fiscal year. Recommendations for participation in the Plan shall be made by the Plan Committee to the
Compensation Committee and will be subject to review and final approval by the Compensation Committee. Additional Employees may be selected as Participants during the Plan Year (Fiscal Year of the Company) or removed from eligibility if the
Compensation Committee determines such action to be appropriate. For any Participant added to or removed from participation during the course of the Plan Year by the Compensation Committee, such Participant shall be eligible to receive a pro rata
Award, subject to the Compensation Committees right to reduce or cancel such Award. Additionally, any participant promoted to a position with a higher target or a lower target, their award will be based upon the period of the plan year that
the employee was in each eligible position, subject to the Committee right to reduce or cancel such Award. Participation in any given Plan Year shall not entitle such individual to participate in any other Plan Year.

Termination of Participants

In the event an Award is payable
pursuant to the Plan and a Participants employment with the Company is terminated prior to the payment of the Award by reason of retirement (as defined by the Companys Retirement Plan), total and permanent disability



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(as defined by the Companys Long Term Disability Plan), or death, such Participant (or estate in event of death) shall receive a pro rata Award at the
same time Awards are otherwise paid under the Plan. A Participant who is otherwise voluntarily or involuntarily separated from the Company prior to the payment of any Award, shall cease to be a Participant and shall not have earned any right
to receive any Award pursuant to the Plan.

Cash Incentive Calculation

Award payments for Participants are based on specific criteria detailed on the attached exhibits. As soon as practicable after the Plan Year, when the financial results of the Companys operations for the Plan
Year are known, the Plan Committee will review performance against award criteria and present payment recommendations to the Compensation Committee which has final authority to approve payment of Awards under the Plan. Although adjustments will be
kept to a minimum, the Compensation Committee may consider recommendations for retroactive adjustments to performance criteria in order to avoid unwarranted penalties or unearned windfalls.

Award Payment

Awards under the Plan will be made as soon as
practical after the Plan Year. The total Award for each Participant will be paid in accordance with a payout schedule prepared by the Plan Committee and approved by the Compensation Committee. This Plan is not a qualified plan for tax
purposes and any Award payments are subject to tax withholding requirements to the same extent as regular salary payments.

Miscellaneous

The Plan may be amended or terminated in whole or in part by the Compensation Committee at any time, provided that no such modification, amendment, or
termination shall negatively affect the payment of Awards allocated with respect to any Plan Year of the Company which has ended. In the event of Plan Termination, all earned but unpaid Awards shall be paid to Participants as soon as practicable.
The adoption of the Plan, or any modification hereof, does not imply any commitment to continue or adopt the same Plan or any modification thereof, for any succeeding year. Nothing in this Plan will be construed as creating any contract of
employment or conferring upon any Employee or Participant any right to continue in the employ or other service of the Company (or a Subsidiary thereof) or limit in any way the right of the Company or Subsidiary to change such persons
compensation or other benefits, or to terminate the employment or other service of such person with or without cause. The Plan will be governed by the laws of the State of Texas, as determined without regard to the conflict of law principles
thereof.

Effective Date of Plan

The Plan shall be
effective as of January 1, 2006 to December 31, 2006.



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Triad Incentive Compensation Plan Overview

Corporate Participant

Plan Overview



| |  |  | The Triad Incentive Compensation Plan is designed to provide participants with a financial incentive to increase the companys operating performance.
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| |  |  | Triad must achieve 98% of its Target EPS for any incentive payment to be earned.
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| |  |  | The plan is effective from January 1, 2006 to December 31, 2006.
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| |  |  | Awards will be paid out as soon as is practical after the end of the plan year.
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| |  |  | Except in the case of retirement, disability, or death, participants will forfeit the right to any payout from the plan should termination of employment with the company occur prior
to the time of payout.
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| |  |  | All incentive payments are subject to pro-ration based on the number of months service in an eligible position.
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Plan Elements



| |  |  | Targeted Award is pre-determined based upon participants position.
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| |  |  | Target EPS is a pre-determined number established for the fiscal year.
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| |  |  | Base Incentive is calculated by multiplying Base Salary by Targeted Award.
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| |  |  | Base Incentive is paid if 98% of Target EPS is achieved.
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| |  |  | Supplemental Incentive Cap is 50% of Targeted Award. This is reached when Actual EPS is equal to 107.5% of Target EPS.
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| |  |  | Maximum Supplemental Incentive is calculated by multiplying Supplemental Incentive Cap and Base Salary.
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| |  |  | Gross Incentive is comprised of the Base Incentive and the Supplemental Incentive.
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| |  |  | Gross Incentive is subject to a Scale-down Percentage if the company does not meet the following targets:
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| |  |  | Quality Target - 5% scale-down if target is not met.
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| |  |  | Total Cash Target - 5% scale-down if target is not met.
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| |  |  | EPS Adjustment is a deduction for missing Target EPS.
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| |  |  | If 99% of Target EPS is achieved, participants will receive 80% of incentive.
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| |  |  | If 98% of Target EPS is achieved, participants will receive 60% of incentive.
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| |  |  | Net Incentive is calculated by multiplying Gross Incentive, Scale-down Percentage and EPS Adjustment.
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Triad Incentive Compensation Plan Overview

Division Participant

Plan Overview



| |  |  | The Triad Incentive Compensation Plan is designed to provide participants with a financial incentive to increase the companys operating performance.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Triad must achieve 98% of its Target EPS for any incentive payment to be earned.
| | - |  | --------------------------------------------------------------------------------



| |  |  | The plan is effective from January 1, 2006 to December 31, 2006.
| | - |  | ----------------------------------------------------------------



| |  |  | Awards will be paid out as soon as is practical after the end of the plan year.
| | - |  | -------------------------------------------------------------------------------



| |  |  | Except in the case of retirement, disability, or death, participants will forfeit the right to any payout from the plan should termination of employment with the company occur prior
to the time of payout.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | All incentive payments are subject to pro-ration based on the number of months service in an eligible position.
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | Division Incentive Payouts will be the greater of the Division calculation or Corporate calculation.
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Plan Elements



| |  |  | Targeted Award is pre-determined based upon position.
| | - |  | -----------------------------------------------------



| |  |  | Target EPS is a pre-determined number established for the fiscal year.
| | - |  | ----------------------------------------------------------------------



| |  |  | Base Incentive is calculated by multiplying Base Salary by Targeted Award.
| | - |  | --------------------------------------------------------------------------



| |  |  | Supplemental Incentive Cap is pre-determined based upon the participants position.
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| |  |  | EBITDA Cap is the percentage that EBITDA must exceed target in order to achieve a maximum incentive payment.
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| |  |  | Gross Incentive is comprised of the Base Incentive and the Supplemental Incentive.
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| |  |  | Gross Incentive is subject to a Scale-down Percentage if the division does not meet the following targets:
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| |  |  | EBITDA Target  Up to 10% scale-down if target is not met.
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| |  |  | Margin Target - 5% scale-down if target is not met.
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| |  |  | Quality Target - 5% scale-down if target is not met.
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| |  |  | Upfront Cash Target - 5% scale-down if target is not met.
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| |  |  | Total Cash Target - 5% scale-down if target is not met.
| | - |  | -------------------------------------------------------



| |  |  | EPS Adjustment is a deduction for not achieving Target EPS.
| | - |  | -----------------------------------------------------------



| |  |  | If 99% of Target EPS is achieved, participants will receive 80% of incentive.
| | - |  | -----------------------------------------------------------------------------



| |  |  | If 98% of Target EPS is achieved, participants will receive 60% of incentive.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Net Incentive is calculated by multiplying Gross Incentive, Scale-down Percentage and EPS Adjustment.
| | - |  | -----------------------------------------------------------------------------------------------------