Employment

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Exhibit 10(h)

[Letterhead of Tenet Healthcare Corporation]

March 10, 2004

Personal & Confidential

Mr. W. Randolph Smith
2908 Masters Circle
Plano, TX 75093

Dear Randy:

This letter is intended to confirm the substance of our conversation on February 5, 2004 regarding your transition of duties and continued employment with Tenet Healthcare Corporation ("Tenet"). Tenet acknowledges that, as a result of its Restructure and the material change in your job duties (the "Recent Duties Change"), for purposes of the TESPP, you could resign for "good reason" and be entitled to the benefits accorded a "Qualifying Termination" under the Tenet Executive Severance Protection Plan ("TESPP"). I have asked you not to resign, however, and to assist in the Restructure until the end of the year. As an inducement to do so, Tenet has offered the following proposal:

1.

You will remain a part of the executive management team, retaining your current title and will report to the CEO through the earliest date to occur ("Last Day Worked") of (a) December 31, 2004 or (b) the date that Tenet divests of 27 hospital facilities. Your new duties will consist at a minimum of managing the operations of the hospitals currently being divested from Tenet. You will remain in your current location at Tenet Dallas.

2.

Through your Last Day Worked, your base salary will remain at no less than its current level, payable biweekly. You will continue to receive benefits, including; health and welfare, disability, 401k, auto allowance, etc., at a level no worse than you currently enjoy.

3.

You will be eligible to participate in Tenet's Annual Incentive Plan ("AIP") for FY 2003 on terms similar to other senior executives at your level. Also, if you remain employed through your Last Day Worked, you will be eligible to participate in the AIP Plan for FY 2004 on a similar basis as other executives at your level with the target award being 70% of base pay, regardless of the fact that your employment may have terminated prior to the date that you would otherwise be required to remain employed pursuant to the terms of the AIP.

4.

You will continue to be eligible to receive stock incentive awards through December 31, 2004, however, any award granted in 2004 will be forfeited if you resign your employment prior to your Last Day Worked unless such resignation is for a "good reason" (as defined in the TESPP) other than the Recent Duties Change.

5.

You will continue as a participant in Tenet's Supplemental Executive Retirement Plan ("SERP") through your Last Day Worked and thereafter through any period during which you are entitled to receive salary continuation payments.

6.

The Recent Duties Change entitles you to terminate your employment at any time and for any reason. Such termination will be deemed a Qualifying Termination. In addition, your termination of employment by Tenet at any time and for any reason will also be deemed a Qualifying Termination. In either case, subject to signing Tenet's st