Exhibit 10(a)


[Tenet Healthcare
Corporation Letterhead]


May 3, 2006


Personal & Confidential


Mr. Biggs C. Porter

75 Burr Drive

Needham, Massachusetts  02492




Dear Biggs:


I am pleased to confirm
the details of our offer to you to become Tenet’s Chief Financial Officer with
a start date of June 5, 2006.  You will report to Trevor Fetter, Chief
Executive Officer and you will office at Tenet’s Corporate Office in Dallas,
Texas.


1.               Compensation and
Benefits


a.                           Base
Compensation:  Your base salary rate will be $550,000 per year,
payable bi-weekly.  Your salary will be
reviewed during the next applicable merit cycle.


b.                          Annual
Incentive Plan:  Your position is eligible
for an annual incentive bonus according to the terms of the Tenet Annual
Incentive Plan (AIP).  Your Target Award
under the AIP is 70% of your annual base salary.  You are eligible for an AIP award for the portion
of the 2006 plan year beginning on your start date.  This award will be paid at the same time as
all other AIP awards for the 2006 plan year. 
In no event will your AIP award for the portion of the 2006 plan year
during which you serve as Tenet’s Chief Financial Officer be less than $210,000
or exceed two times your Target award.


c.                           Car
Allowance: You will receive an annual automobile allowance of $18,100.00
paid bi-weekly.


d.                          Stock
Incentives:  Your position is
eligible for stock incentives.  The
Company’s target award level for your position in 2006 was 156,667 Stock
Options and 31,333 RSUs.  Grants are
considered periodically by the company’s Compensation Committee of the Board of
Directors.  All stock-based awards are
subject to the review and approval of the Compensation Committee of the Board
of Directors and are governed by the shareholder approved plan under which they
are issued. You are being recommended for an initial grant of Restricted Stock
Units (RSUs) with a RSU Target Award Value of $2,700,000 and non-qualified
Stock Options with an Option Target Award Value of $472,500 which will be
granted at fair market value on the date of grant and made effective upon the
Compensation Committee’s approval.  This
award of Stock Options and RSUs will vest at 1/3 per year on the first three
anniversary dates of the award unless a different schedule of vesting applies
pursuant to the Tenet Executive Severance Protection Plan (TESPP), as
referenced in subparagraph (g) herein, in which case the TESPP controls.










 



i.                  The
actual number of RSUs will be determined by dividing the RSU Target Award Value
by the average closing price of Tenet common stock on the twenty (20) trading
days immediately preceding your hire date.


ii.               The
actual number of non-qualified Stock Options will be determined by dividing the
Option Target Award Value by the average closing price of Tenet common stock on
the twenty (20) trading days immediately preceding your hire date, and
multiplied by a factor used to estimate the fair market value of Tenet common
stock on the date of grant.


e.                           Sign-On
Cash Bonus:  You will receive a
one-time bonus of $300,000 payable in three $100,000 installments over 3 years,
with the first installment to be paid upon your start date and the two
subsequent payments to be made on the first and second anniversary dates of
your start date, provided that you remain employed in your position with the
Company on those subsequent anniversary dates.


f.                             Benefits:  You
are eligible to participate in the TenetSelect benefit program which provides
health, life, dental, vision and disability insurance coverage.


g.                          Severance
Protection Agreement: You will participate in the Tenet Executive Severance
Protection Plan (TESPP) which provides severance equal to two times base salary
and benefits continuation for a qualifying termination without “cause.”  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.” 
Your copy of the TESPP is enclosed herewith.


h.                          SERP:  You will be named to the Supplemental Executive
Retirement Plan (SERP) which provides enhanced retirement, disability and life
insurance benefits.  Details of that plan
will be provided under separate cover.


i.                              Relocation:  Tenet’s goal is to make your
relocation process as smooth as possible. 
Therefore, it is very important that you first
contact Shelley Giles, Tenet’s Relocation Director, at 469-893-6131, to
initiate your relocation benefits, prior to any relocation activities, e.g.
marketing and/or selling your home.


An itemized list of your relocation benefits
is attached. After review, please initial these pages and return with your
signed offer letter.


If you voluntarily terminate your employment
within twenty-four (24) months of your start date in the new position, you will
be required to reimburse Tenet on a pro-rated basis for such relocation
expenses paid to you or on your behalf (including any gross-up).  The amount due is reduced 1/24th for each
full month you remain employed by Tenet within the initial 24-month period (for
example, 50% in the case of a voluntary termination at the end of one year).


2.               Employment
Status 


a.                           Compliance
with Tenet Policies, Rules and Regulations:  By signing this letter below, you agree to
abide by all Tenet Human Resources and other policies, procedures, rules and
regulations currently in effect or that may be adopted from time to time,
including the Tenet Performance Management policy and the Tenet Standards of
Conduct.  To the extent that any such
policies, rules or regulations, or any benefit plans in which you are a
participant, conflict with the terms of this letter, the actual terms of those
policies or plans shall control.


b.                          Ethics
Training: All Tenet employees are required to attend an initial ethics
class within their first 120 days of employment, as well as a refresher course
every fiscal year.  Please 



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see your Human Resources
representative for more information on class times and dates, or access the
company Intranet site (eTenet) for additional information.


 


c.                           Standards
of Conduct:  As an employee of Tenet,
you agree to abide by Tenet’s Standards of Conduct, which reflect Tenet’s basic
values of high-quality, cost-effective health services; honesty,
trustworthiness, and reliability in all relationships; leadership in the
development of partnership arrangements with providers of health services; good
corporate citizenship of the communities where Tenet provides services; pursuit
of fiscal responsibility and growth; compliance with all applicable rules,
regulations, policies and procedures; and fair treatment of employees.


d.                          Conflict
Resolution:  As a condition of employment,
you agree to abide by Tenet’s Fair Treatment Process which includes final and
binding Arbitration as a resolution to any grievance that results out of your
employment or termination of employment with Tenet Employment Inc.


Finally, 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 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), conflict of
interest, failure, neglect or refusal to perform your duties in any material
respect, violation of law (except traffic violations or similar minor
infractions), or other wrongful conduct of a similar nature and degree.  Notwithstanding, 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 attention to
the achievement of those objectives.


Biggs, assuming these
terms are agreeable, please sign this letter indicating your acceptance and
return to me in Human Resources by May 23, 2006 –
469/893-8170 Confidential Fax.


This is a terrific opportunity for you.  We are enthusiastic about you accepting this
position.  Please call me if you have any
questions.


	
  Sincerely,

  	
  ACCEPTED AND AGREED TO:

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joseph A.
  Bosch

  	
  /s/ Biggs C. Porter

  	
  5/22/06

  	
   

  
	
   

  	
  Biggs C. Porter

  	
  Date

  
	
  Joseph A. Bosch

  	
   

  	
   

  
	
  SVP, Human
  Resources

  	
   

  	
   

  



 



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