AMSURG CORP (Form: 10-Q, Received: 08/08/2005 16:08:00)

Item 1. Financial Statements — (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements — (continued)

(5) Acquisitions and Dispositions

In the six months ended June 30, 2005, the Company, through a wholly owned subsidiary, acquired majority interests in eight physician practice-based surgery centers through four separate transactions. The aggregate amount paid for the acquisitions and other acquisition costs was $30,679,000.

During the six months ended June 30, 2005, the Company sold its interest in a surgery center and recognized an after tax loss of $243,000. In three separate transactions during the year ended December 31, 2004, the Company sold its interests in four surgery centers. These dispositions were due to management’s assessment of the limited growth opportunities at these centers. The centers’ results of operations have been classified as discontinued operations and prior periods have been restated. Results of operations of the combined discontinued surgery centers for the three and six months ended June 30, 2005 and 2004 are as follows (in thousands):


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005			2004		2005			2004

Revenues	$	269		$	2,760	$	742		$	6,290
Earnings (loss) before income taxes		(99	)		684		(178	)		1,573
Net earnings (loss)		(61	)		411		(108	)		944

(6) Intangible Assets

Amortizable intangible assets at June 30, 2005 and December 31, 2004 consisted of the following (in thousands):


	June 30, 2005						December 31, 2004
	Gross						Gross
	Carrying		Accumulated				Carrying		Accumulated
	Amount		Amortization		Net		Amount		Amortization		Net

Deferred financing cost	$	2,052	$	1,216	$	836	$	1,639	$	1,133	$	506
Agreements not to compete		1,000		750		250		1,000		650		350

Total amortizable intangible assets	$	3,052	$	1,966	$	1,086	$	2,639	$	1,783	$	856

Amortization of intangible assets for the six months ended June 30, 2005 and the year ended December 31, 2004 was $183,000 and $338,000, respectively. Estimated amortization of intangible assets for the remainder of 2005 and each of the years through 2010 is $187,000, $323,000, $173,000, $173,000, $173,000 and $57,000, respectively.

The changes in the carrying amount of goodwill for the three and six months ended June 30, 2005 and 2004 are as follows (in thousands):


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005			2004		2005			2004

Balance, beginning of period	$	285,466		$	238,317	$	267,759		$	228,651
Goodwill acquired during period		12,705			11,903		30,466			23,424
Goodwill disposed during period		(102	)		—		(156	)		(1,855	)


Balance, end of period	$	298,069		$	250,220	$	298,069		$	250,220

Item 1. Financial Statements — (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements — (continued)

(7) Long-term Debt

The Company’s revolving credit facility permits the Company to borrow up to $150,000,000 to, among other things, finance its acquisition and development projects and stock repurchase programs at an interest rate equal to, at the Company’s option, the prime rate plus up to 0.75%, or LIBOR plus 0.75% to 1.75%, or a combination thereof; provides for a fee of 0.25% to 0.375% of unused commitments; prohibits the payment of dividends; and contains certain covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. Borrowings under the revolving credit facility mature on April 22, 2010. At June 30, 2005, the Company had $90,800,000 outstanding under its revolving credit facility and was in compliance in all material respects with all covenants.

(8) Commitments and Contingencies

The Company and its partnerships are insured with respect to medical malpractice risk on a claims-made basis. The Company also maintains insurance for general liability, director and officer liability and property. Certain policies are subject to deductibles. In addition to the insurance coverage provided, the Company indemnifies its officers and directors for actions taken on behalf of the Company and its partnerships. Management is not aware of any claims against it or its partnerships which would have a material effect on the Company’s consolidated financial position or consolidated results of operations.

The Company’s wholly owned subsidiaries that are general partners in the limited partnerships are responsible for all debts incurred but unpaid by the respective limited partnerships. As managers of the operations of the partnerships, the Company’s subsidiaries have the ability to limit potential liabilities by curtailing operations or taking other operating actions.

In the event of a change in current law which would prohibit our partners’ ownership in the partnerships, the Company is obligated to purchase our partners’ interests in the partnerships. The purchase price to be paid in such event is determined by a predefined formula, as specified in the partnership or operating agreements.

(9) Subsequent Event

Effective August 1, 2005, the Company, through a wholly owned subsidiary, acquired a majority interest in a physician practice-based surgery center for approximately $9.0 million.

(10) Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “ Share-Based Payment (Revised 2004).” This statement addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for the company’s equity instruments or liabilities that are based on the fair value of the company’s equity securities or may be settled by the issuance of these securities. SFAS No. 123R eliminates the ability to account for share-based compensation using APB Opinion No. 25 and generally requires that such transactions be accounted for using a fair value method. The provisions of this statement are effective for financial statements issued for fiscal years beginning after June 15, 2005 and will become effective for the Company beginning with the first quarter of 2006. The Company has yet to determine a transition method to adopt SFAS 123R or which valuation method to use. The full impact that the adoption of this statement will have on the Company’s consolidated financial position and consolidated results of operations will be determined by share-based payments granted in future periods, the transition method and valuation model used.

In June of 2005, the Financial Accounting Standards Board ratified the Emerging Issues Task Force (“EITF”) issue No. 04-5, “ Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights .” EITF No. 04-5 provides a framework for determining whether a general partner controls, and should consolidate, a limited partnership or a similar entity. EITF No. 04-5 is effective for all limited partnerships formed after June 29, 2005 and for any limited partnerships in existence on June 29, 2005 that modify their partnership agreements after that date. EITF No. 04-5

Item 1. Financial Statements — (continued)

AmSurg Corp.

Notes to the Unaudited Consolidated Financial Statements — (continued)

is effective for all the Company’s partnerships beginning January 1, 2006. The Company has adopted the provisions of this issue for any limited partnership agreements entered into or modified subsequent to June 29, 2005. The Company is in the process of evaluating its existing partnership to determine the effect of this issue. The Company believes that the adoption of this issue will not have a material effect on the Company’s consolidated financial position and consolidated results of operations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report contains certain forward-looking statements (all statements other than with respect to historical fact) within the meaning of the federal securities laws, which are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve known and unknown risks and uncertainties including, without limitation, those described below, some of which are beyond our control. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore there can be no assurance that the forward-looking statements included in this report will prove to be accurate. Actual results could differ materially and adversely from those contemplated by any forward-looking statement. In light of the significant risks and uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We undertake no obligation to publicly release any revisions to any forward-looking statements in this discussion to reflect events and circumstances occurring after the date hereof or to reflect unanticipated events.

Forward-looking statements, and our liquidity, financial condition and results of operations, may be affected by the following and the other risks and uncertainties discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004 under the caption “Business — Risk Factors,” as well as other unknown risks and uncertainties:

	•		our ability to enter into partnership or operating agreements for new practice-based ambulatory surgery centers;

	•		our ability to identify suitable acquisition candidates and negotiate and close acquisition transactions, including centers under letter of intent;

	•		our ability to obtain the necessary financing or capital on terms satisfactory to us in order to execute our expansion strategy;

	•		our ability to generate and manage growth at our existing centers and through acquisitions and development of new centers;

	•		our ability to contract with managed care payors on terms satisfactory to us for our existing and new centers;

	•		our ability to obtain and retain appropriate licensing approvals for our existing and new centers;

	•		our ability to minimize start-up losses of our development centers;

	•		the ability of our physician partners to recruit additional physicians to their practices;

	•		our ability to maintain favorable relations with our physician partners;

	•		changes in medical staff at our centers;

	•		changes in the rate setting methodology, payment rates, payment policies and the list of covered surgical procedures for ambulatory surgery centers by the Centers for Medicare & Medicaid Services;

	•		the risk of legislative or regulatory changes that would establish uniform rates for outpatient surgical services, regardless of setting;

	•		risks associated with our status as a general partner of limited partnerships;

	•		our ability to maintain our technological capabilities in compliance with regulatory requirements;

	•		risks associated with the valuation and tax deductibility of goodwill;

	•		risks of legislative or regulatory changes that would prohibit physician ownership in ambulatory surgery centers; and

	•		our ability to obtain the necessary financing to fund the purchase of our physician partners’ minority interests in the event of a regulatory change that would require such a purchase.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

Overview

We develop, acquire and operate practice-based ambulatory surgery centers in partnership with physician practice groups. As of June 30, 2005, we owned a majority interest (51% or greater) in 140 surgery centers.

The following table presents the changes in the number of surgery centers in operation, under development and under letter of intent during the three and six months ended June 30, 2005 and 2004. A center is deemed to be under development when a partnership or limited liability company has been formed with the physician group partner to develop the center.


	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005			2004		2005			2004

Centers in operation, beginning of the period		135			116		128			116
New center acquisitions placed in operation		3			1		8			3
New development centers placed in operation		3			—		5			1
Centers sold		(1	)		—		(1	)		(3	)


Centers in operation, end of the period		140			117		140			117


Centers under development, end of period		5			13		5			13
Average number of continuing centers in operation, during period		135			115		133			114
Centers under letter of intent, end of period		4			6		4			6

Of the surgery centers in operation as of June 30, 2005, 91 centers perform gastrointestinal endoscopy procedures, 40 centers perform ophthalmology surgery procedures, five centers perform orthopedic procedures and four centers perform procedures in more than one specialty. The other partner or member in each partnership or limited liability company is generally an entity owned by physicians who perform procedures at the center. We intend to expand primarily through the development and acquisition of additional practice-based ambulatory surgery centers in targeted surgical specialties and through future same-center growth. Our growth target for 2005 includes the acquisition or development of 16 to 19 additional surgery centers.

While we generally own 51% of the entities that own the surgery centers, our consolidated statements of operations include 100% of the results of operations of the entities, reduced by the minority partners’ share of the net earnings or loss of the surgery center entities.

Sources of Revenues

Substantially all of our revenues are derived from facility fees charged for surgical procedures performed in our surgery centers. These fees vary depending on the procedure, but usually include all charges for operating room usage, special equipment usage, supplies, recovery room usage, nursing staff and medications. Facility fees generally do not include the charges of the patient’s surgeon, anesthesiologist or other attending physicians, which are billed directly by the physicians. Our revenues are recorded net of estimated contractual allowances from third-party medical service payors.

Practice-based ambulatory surgery centers, such as those in which we own a majority interest, depend upon third-party reimbursement programs, including governmental and private insurance programs, to pay for services rendered to patients. The amount of payment a surgery center receives for its services may be adversely affected by market and cost factors, as well as other factors over which we have no control, including Medicare and Medicaid regulations and the cost containment and utilization decisions of third-party payors. We derived approximately 37% and 39% of our revenues in the six months ended June 30, 2005 and 2004, respectively, from governmental healthcare programs, primarily Medicare. The Medicare program currently pays ambulatory surgery centers in accordance with predetermined fee schedules. Medicare decreased its reimbursement rates 2% effective April 1, 2004.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

Critical Accounting Policies

A summary of significant accounting policies is disclosed in our 2004 Annual Report on Form 10-K. Our critical accounting policies are further described under the caption “Critical Accounting Policies” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2004 Annual Report on Form 10-K. There have been no changes in the nature of our critical accounting policies or the application of those policies since December 31, 2004.

Results of Operations

Our revenues are directly related to the number of procedures performed at our surgery centers. Our overall growth in procedure volume is impacted directly by the increase in the number of surgery centers in operation and the growth in procedure volume at existing centers. We increase our number of surgery centers through both acquisitions and developments. Procedure growth at any existing center may result from additional contracts entered into with third-party payors, increased market share of the associated medical practice of our physician partners, new physician partners and/or scheduling and operating efficiencies gained at the surgery center. A significant measurement of how much our revenues grow from year to year for existing centers is our same-center revenue percentage. We define our same-center group each year as those centers which contain full year-to-date operations in both comparable reporting periods, including the expansion of the number of operating centers within a partnership or limited liability company. Our 2005 same center group, comprised of 113 centers, had revenue growth of 5% and 4% respectively, in the three and six months ended June 30, 2005. We believe that our same-center revenue growth percentage for the remainder of 2005 will range between 4% and 7%.

Expenses directly related to procedures performed at our surgery centers include clinical and administrative salaries and benefits, supply cost and other variable expenses such as linen cost, repair and maintenance of equipment, billing fees and bad debt expense. The majority of our corporate salary and benefits cost is associated directly with the number of centers we own and manage and tends to grow in proportion to the growth of our centers in operation. Our centers and corporate offices also incur costs that are more fixed in nature, such as lease expense, legal fees, property taxes, utilities and depreciation and amortization.

Surgery center profits are allocated to our minority partners in proportion to their individual ownership percentages and reflected in the aggregate as minority interest. The minority partners of our surgery center limited partnerships and limited liability companies typically are organized as general partnerships, limited partnerships or limited liability companies that are not subject to federal income tax. Each minority partner shares in the pre-tax earnings of the surgery center of which it is a minority partner. Accordingly, the minority interest in each of our surgery center limited partnerships and limited liability companies is determined on a pre-tax basis and presented before net earnings from continuing operations before income taxes in order to present that amount of earnings on which we must determine our tax expense.

Our interest expense results primarily from our borrowings used to fund acquisition and development activity, as well as interest incurred on capital leases.

We file a consolidated federal income tax return and numerous state income tax returns with varying tax rates. Our income tax expense reflects the blending of these rates.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

The following table shows certain statements of earnings items expressed as a percentage of revenues for the three and six months ended June 30, 2005 and 2004:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Revenues		100.0	%		100.0	%		100.0	%		100.0	%

Operating expenses:
Salaries and benefits		27.2			26.4			27.7			26.8
Supply cost		11.1			11.3			11.0			11.3
Other operating expenses		19.7			21.3			19.8			20.4
Depreciation and amortization		3.9			3.8			4.0			3.9


Total operating expenses		61.9			62.8			62.5			62.4


Operating income		38.1			37.2			37.5			37.6

Minority interest		20.5			21.0			20.4			21.0
Interest expense, net of interest income		1.0			0.6			1.0			0.6


Earnings from continuing operations before income taxes		16.6			15.6			16.1			16.0

Income tax expense		6.5			6.3			6.3			6.4


Net earnings from continuing operations		10.1			9.3			9.8			9.6

Discontinued operations:
Earnings (loss) from operations of discontinued interests in surgery centers, net of income taxes		(0.1	)		0.5			(0.1	)		0.6
Gain (loss) on sale of discontinued interests in surgery centers, net of income taxes		(0.2	)		—			(0.1	)		0.8


Earnings (loss) from discontinued operations		(0.3	)		0.5			(0.2	)		1.4


Net earnings		9.8	%		9.8	%		9.6	%		11.0	%

Revenues increased $15.0 million and $27.9 million, or 18% and 17%, to $98.8 million and $190.6 million in the three and six months ended June 30, 2005, respectively, from $83.7 million and $162.7 million in the 2004 comparable periods. The increase in revenues resulted primarily from:

•		16 centers acquired and developed in 2004, which contributed $7.0 and $15.6 million of additional revenue due to having a full period of operations in the three and six months ended June 30, 2005, respectively;

•		six and 13 new centers in the three and six months ended June 30, 2005, respectively, which generated $4.4 million and $6.4 million of revenue; and

•		$3.7 million and $6.0 million of revenue growth for the three and six months ended June 30, 2005, respectively, reflecting a 5% and 4% increase, recognized by 113 centers in our 2005 same-center group. The increase in revenues from our same-center group resulted primarily from procedure growth.

Our procedure growth was 22% and 20% in the three and six months ended June 30, 2005, respectively, over the comparable 2004 periods, while our revenue growth was 18% and 17%, respectively. The difference between our procedure growth and revenue growth was the result of an increased number of gastroenterology procedures,


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

primarily from new gastroenterology centers, which receive a lower average reimbursement per procedure than our average reimbursement per procedure in the prior periods.

Staff at newly acquired and developed centers, as well as the additional staffing required at existing centers due to increased volume, resulted in a 24% increase in salaries and benefits at our surgery centers for the three and six months ended June 30, 2005. Due to additional centers in operation, we experienced an 8% and 6% increase in salaries and benefits at our corporate offices during the three and six months ended June 30, 2005, respectively, over the comparable 2004 periods. Total salaries and benefits increased by 22% and 21% to $26.9 million and $52.7 million in the three and six months ended June 30, 2005, respectively, from $22.1 million and $43.5 million in the comparable 2004 periods.

Supply cost was $10.9 million and $21.0 million in the three and six months ended June 30, 2005, respectively, an increase of $1.5 million and $2.7 million, or 16% and 15%, respectively, over supply cost in the comparable 2004 periods. This increase was the result of additional procedure volume. Our average supply cost per procedure in the three and six months ended June 30, 2005 was $58 and $59, respectively, and $62 and $61, respectively, over the comparable 2004 three and six month periods. The decrease in cost per procedure resulted primarily from an increased percentage of gastroenterology procedures, which have a lower cost per procedure than ophthalmology procedures.

Other operating expenses increased $1.6 million, or 9%, to $19.4 million in the three months ended June 30, 2005 over the comparable 2004 period and $4.5 million, or 14%, to $37.8 million in the six months ended June 30, 2005 over the comparable 2004 period. This increase was net of a $1.1 million non-cash loss on a long-term note receivable recognized in the three months ended June 30, 2004 due to an establishment of a reserve for an estimate of the uncollectible portion of a long-term receivable. The additional expense in the 2005 periods resulted primarily from:

•		16 additional centers acquired and developed in 2004 which resulted in an increase of $1.3 million and $2.8 million in operating expenses due to having a full period of operations in the three and six months ended June 30, 2005, respectively;

•		six and 13 centers acquired or opened during the three and six months ended June 30, 2005, respectively, which resulted in an increase of $1.3 million and $1.8 million, respectively, in other operating expenses; and

•		an increase of $300,000 and $900,000 in other operating expenses from our 2005 same-center group in the three and six months ended June 30, 2005, respectively, resulting from additional procedure volume.

Other operating expenses decreased as a percentage of revenues due to the impact of the loss on a long-term note receivable incurred in the 2004 periods, which was not repeated in 2005.

Depreciation and amortization expense increased $700,000 and $1.2 million, or 21% and 19%, in the three and six months ended June 30, 2005, respectively, over the 2004 comparable periods, primarily as a result of centers acquired since June 30, 2004 and newly developed surgery centers opened since June 30, 2004, which have an initially higher level of depreciation expense due to construction costs.

We anticipate further increases in operating expenses in 2005, primarily due to additional start-up centers expected to be placed in operation and additional acquired centers. Typically, a start-up center will incur start-up losses while under development and during its initial months of operation and will experience lower revenues and operating margins than an established center. This typically continues until the case load at the center grows to a more optimal operating level, which generally is expected to occur within 12 months after the center opens. At June 30, 2005, we had five centers under development and ten centers that had been open for less than one year.

Minority interest in net earnings from continuing operations before income taxes for the three and six months ended June 30, 2005 increased $2.7 million and $4.7 million, or 15% and 14%, respectively, from the comparable 2004 periods, primarily as a result of our minority partners’ interest in surgery centers recently added to operations. As a percentage of revenues, minority interest was 20.5% and 20.4% in the three and six months ended June 30, 2005, respectively, compared to 21.0% in the three and six month comparable 2004 periods. The percentage decrease in the three and six months ended June 30, 2005 was a result of our minority partners sharing in reduced center profit margins caused by lower same-center revenue growth and new center development activity.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

Interest expense increased approximately $500,000 and $1.0 million in the three and six months ended June 30, 2005, respectively, or 99% and 106%, over the comparable 2004 periods due to additional long-term debt outstanding resulting primarily from acquisition activity and stock repurchase programs completed in 2004. We recognized income tax expense from continuing operations of $6.4 million and $12.0 million in the three and six months ended June 30, 2005, respectively, compared to $5.2 million and $10.4 million in the comparable 2004 periods. Our effective tax rate for the six months ended June 30, 2005 and the comparable 2004 period was 39.2% and 40%, respectively, of net earnings from continuing operations before income taxes and differed from the federal statutory income tax rate of 35%, primarily due to the impact of state income taxes. During 2005, we anticipate that our effective tax rate will continue at a range of approximately 39.2% to 39.6% due to lower weighted average state tax rates anticipated to be applied in 2005. Because we deduct goodwill amortization for tax purposes only, approximately 30% to 40% of our overall income tax expense is deferred, which results in a continuing increase in our deferred tax liability, which would only be due in part or in whole upon the disposition of a portion or all of our surgery centers.

During the six months ended June 30, 2005, the Company sold its interests in one surgery center and recognized an after tax loss of $243,000. In three separate transactions in 2004, the Company sold its interests in four surgery centers. The net loss derived from the operations of the discontinued surgery center for the three and six months ended June 30, 2005 was $61,000 and $108,000, respectively and the net earnings derived from the operations of the discontinued surgery centers for the three and six months ended June 30, 2004 were $411,000 and $944,000, respectively. The centers’ results of operations and gains or losses associated with their dispositions have been classified as discontinued operations and the 2004 periods have been restated.

Liquidity and Capital Resources

At June 30, 2005, we had working capital of $61.4 million compared to $56.3 million at December 31, 2004. Operating activities for the six months ended June 30, 2005 generated $30.9 million of cash flow from operations compared to $26.2 million in the comparable 2004 period. The increase in operating cash flow activity resulted primarily from the increase in net earnings from continuing operations and an additional $3.0 million of income tax refunds received in the 2005 period. Cash and cash equivalents at June 30, 2005 and December 31, 2004, were $17.1 million and $15.0 million, respectively.

The principle source of our operating cash flow is the collection of accounts receivable from governmental payors, commercial payors and individuals. Each of our surgery centers bills for services as delivered, either electronically or in paper form, usually within several days following the procedure. Generally, unpaid amounts that are 30 days past due are rebilled based on a standard set of procedures. If amounts remain uncollected after 60 days, our surgery centers proceed with a series of late-notice notifications until amounts are either collected, contractually written-off in accordance with contracted rates or determined to be uncollectible, typically after 90 to 120 days. Receivables determined to be uncollectible are written off and such amounts are applied to our estimate of allowance for bad debts as previously established in accordance with our policy for allowance for bad debt expense. The amount of actual write-offs of account balances for each of our surgery centers is continuously compared to established allowances for bad debt to ensure that such allowances are adequate. At June 30, 2005 and December 31, 2004, our accounts receivable represented 38 and 39 days’ revenue outstanding, respectively, based on gross revenues and gross accounts receivable.

During the six months ended June 30, 2005, we had total capital expenditures of $42.3 million, which included:

•		$30.6 million for acquisitions of interests in eight practice-based ambulatory surgery centers;

•		$7.0 million for new or replacement property at existing surgery centers, including capital leases; and

•		$4.7 million for new start-up surgery centers.

We used our cash flow from operations to fund over 70% of our cash obligations for our acquisition and development activity, and we received approximately $1.1 million from capital contributions by our minority partners to fund their proportionate share of development activity. Borrowings under long-term debt were used to fund the remaining portion of our cash obligations for our acquisition and development activity. At June 30, 2005, we had unfunded construction and equipment purchase commitments for centers under development or under renovation of approximately $3.5 million, which we intend to fund through additional borrowings of long-term debt, operating cash flow and capital contributions by minority partners.


Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations — (continued)

During the six months ended June 30, 2005, notes receivable decreased by $1.4 million, primarily due to payments on a note receivable related to the sale of a surgery center in 2004. The note is secured by a pledge of a 51% ownership interest in the center, is guaranteed by the physician partners at the center and is due in installments through 2009. The balance of this note and our other notes receivable at June 30, 2005 was $9.3 million.

During the six months ended June 30, 2005, we had net borrowings on long-term debt of $8.6 million. At June 30, 2005, we had $90.8 million outstanding under our revolving credit facility. Our revolving credit facility permits us to borrow up to $150.0 million to, among other things, finance our acquisition and development projects and stock repurchase programs at a rate equal to, at our option, the prime rate plus up to 0.75%, LIBOR plus 0.75% to 1.75% or a combination thereof. The revolving credit facility provides for a fee of 0.25% to 0.375% of unused commitments. The revolving credit facility also prohibits the payment of cash dividends and contains covenants relating to the ratio of debt to net worth, operating performance and minimum net worth. We were in compliance in all material respects with all covenants at June 30, 2005. Borrowings under the credit facility are due on April 22, 2010 and are secured primarily by a pledge of the stock of our subsidiaries that serve as the general partners of our limited partnerships and our membership interests in the limited liability companies. We incurred approximately $400,000 in deferred financing fees during the three months ended June 30, 2005, primarily associated with an amendment to our credit facility in April 2005.

During the six months ended June 30, 2005, we received approximately $2.5 million from the exercise of options and issuance of common stock under our employee stock option plans. The tax benefit received from the exercise of those options was approximately $632,000.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards, or SFAS No. 123R, “ Share-Based Payment (Revised 2004).” This statement addresses the accounting for share-based payment transactions in which a company receives employee services in exchange for the company’s equity instruments or liabilities that are based on the fair value of the company’s equity securities or may be settled by the issuance of these securities. SFAS No. 123R eliminates the ability to account for share-based compensation using Accounting Principles Board Opinion No. 25 and generally requires that such transactions be accounted for using a fair value method. The provisions of this statement are effective for financial statements issued for fiscal years beginning after June 15, 2005 and will become effective for us beginning with the first quarter of 2006. We have yet to determine a transition method to adopt SFAS No. 123R or which valuation method to use. The full impact that the adoption of this statement will have on our financial position and results of operations will be determined by share-based payments granted in future periods, the transition method and valuation model used.

In June of 2005, the Financial Accounting Standards Board ratified the Emerging Issues Task Force, or EITF, issue No. 04-5, “ Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights .” EITF No. 04-5 provides a framework for determining whether a general partner controls, and should consolidate, a limited partnership or a similar entity. EITF No. 04-5 is effective for all limited partnerships formed after June 29, 2005 and for any limited partnerships in existence on June 29, 2005 that modify their partnership agreements after that date. EITF No. 04-5 is effective for all our partnerships beginning January 1, 2006. We have adopted the provisions of this issue for any limited partnership agreements entered into or modified subsequent to June 29, 2005. We are in the process of evaluating our existing partnerships to determine the effect of this issue. We believe that the adoption of this issue will not have a material effect on our consolidated financial position and consolidated results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates based on our financing, investing and cash management activities. Our debt instruments are primarily indexed to the prime rate or LIBOR. Although there can be no assurances that interest rates will not change significantly, we do not expect changes in interest rates to have a material effect on our net earnings or cash flows for 2005.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or Exchange Act) as of June 30, 2005. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures effectively and timely provide them with material information relating to our company and its consolidated subsidiaries required to be disclosed in the reports we file under the Exchange Act.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there has been no change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Part II

Item 1 . Legal Proceedings.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

At our Annual Meeting of Shareholders held on May 19, 2005, the following members were elected to the Board of Directors for the following terms set forth below:


	Term		Votes		Votes
	Expires		For		Withheld

Claire M. Gulmi, Class I Director		2007		25,032,224		2,105,542
Henry D. Herr, Class II Director		2008		24,758,934		2,378,832
Ken P. McDonald, Class II Director		2008		25,964,476		1,173,290
Kevin P. Lavender, Class II Director		2008		26,858,778		278,988

In addition to the foregoing directors, the following table sets forth the other members of the Board of Directors whose term of office continued after the Annual Meeting and the year in which his or her term expires:


	Term
	Expires
James A. Deal, Class I Director		2007
Steven I. Geringer, Class I Director		2007
Thomas G. Cigarran, Class III Director		2006
Debora A. Guthrie, Class III Director		2006
Bergein F. Overholt, M.D., Class III Director		2006


Item 4.		Submission of Matters to a Vote of Security Holders — (continued)

Also, the following proposals were considered and approved at the Annual Meeting of Shareholders by the votes set forth below:

Votes

For

Against

Withheld

Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for fiscal 2005

26,143,840

956,599

37,327

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

Exhibits

	10.1		AmSurg Corp. Supplemental Executive Retirement Savings Plan, as amended

	10.2		AmSurg Corp. Group Long Term Care Plan

	11		Earnings Per Share

	31.1		Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a)

	31.2		Certification of Senior Vice President, Chief Financial Officer and Secretary pursuant to Rule 13a-14(a)

	32.1		Section 1350 Certification

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	AMSURG CORP.

Date: August 8, 2005	By:	/s/ Claire M. Gulmi

		Claire M. Gulmi

		Senior Vice President, Chief Financial Officer
		and Secretary
		(Principal Financial and Duly Authorized Officer)

EXHIBIT 10.1

AMSURG CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN

.
.

TABLE OF CONTENTS

                                                                                    PAGE
                                                                                    ----
ARTICLE I TITLE AND DEFINITIONS.......................................................1
         1.1      Definitions.........................................................1


ARTICLE II PARTICIPATION..............................................................5

ARTICLE III DEFERRAL ELECTIONS........................................................5
         3.1      Elections to Defer Compensation.....................................5

         3.2      Investment Elections................................................6


ARTICLE IV DEFERRAL ACCOUNTS..........................................................7
         4.1      Deferral Accounts...................................................7

         4.2      Company Contribution Account........................................7


ARTICLE V VESTING.....................................................................8

ARTICLE VI DISTRIBUTIONS..............................................................9
         6.1      Distribution of Deferred Compensation and Discretionary
                  Company Contributions...............................................9

         6.2      Early Non-Scheduled Distributions..................................11

         6.3      Hardship Distribution..............................................12

         6.4      Inability to Locate Participant....................................12


ARTICLE VII ADMINISTRATION...........................................................12
         7.1      Committee..........................................................12

         7.2      Committee Action...................................................12

         7.3      Powers and Duties of the Committee.................................13

         7.4      Construction and Interpretation....................................13

         7.5      Information........................................................13

         7.6      Compensation, Expenses and Indemnity...............................14

         7.7      Quarterly Statements; Delegation of Administrative Functions.......14

(i)

                                                                                    PAGE
                                                                                    ----
         7.8      Disputes...........................................................14


ARTICLE VIII MISCELLANEOUS...........................................................15
         8.1      Unsecured General Creditor.........................................15

         8.2      Insurance Contracts or Policies....................................16

         8.3      Restriction Against Assignment.....................................16

         8.4      Withholding........................................................16

         8.5      Amendment, Modification, Suspension or Termination.................16

         8.6      Governing Law......................................................17

         8.7      Receipt or Release.................................................17

         8.8      Payments on Behalf of Persons Under Incapacity.....................17

         8.9      Limitation of Rights and Employment Relationship...................17

         8.10     Change of Control..................................................17

         8.11     Headings...........................................................17

(ii)

AMSURG CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN

WHEREAS, the AmSurg Corporation (the "Company") desires to establish this Supplemental Executive Retirement Savings Plan ("Plan") for a select group of management or highly compensated employees of the Company and its affiliates;

NOW, THEREFORE, as of the Effective Date set forth herein, this Plan is hereby adopted to read as follows:

ARTICLE I

TITLE AND DEFINITIONS

1.1 Definitions.

Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they shall have the meanings specified below.

(a) "Account" or "Accounts" shall mean all of such accounts as are specifically authorized for inclusion in this Plan.

(b) "Affiliate" shall mean each corporation (other than the Company) that is a member of the affiliated group filing consolidated federal income tax returns of which the Company is the common parent.

(c) "Base Salary" shall mean a Participant's annual base salary, excluding bonus, commissions, incentive and all other remuneration for services rendered to Company and prior to reduction for any salary contributions to a plan established pursuant to Section 125 of the Code or qualified pursuant to
Section 401(k) of the Code.

(d) "Beneficiary" or "Beneficiaries" shall mean the person or persons, including a trustee, personal representative or other fiduciary, last designated in writing by a Participant in accordance with procedures established by the Committee to receive the benefits specified hereunder in the event of the Participant's death. No beneficiary designation shall become effective until it is filed with the Committee. Any designation shall be revocable at any time through a written instrument filed by the Participant with the Committee with or without the consent of the previous Beneficiary. No designation of a Beneficiary other than the Participant's spouse shall be valid unless consented to in writing by such spouse. If there is no such designation or if there is no surviving designated Beneficiary, then the Participant's surviving spouse shall be the Beneficiary. If there is no surviving spouse to receive any benefits payable in accordance with the preceding sentence, the duly appointed and currently acting personal representative of the Participant's estate (which shall include either the Participant's probate estate or living trust) shall be the Beneficiary. In any case where there is no such personal representative of the Participant's estate duly appointed and acting in that capacity within 90 days after the Participant's death (or such extended period as the Committee determines is reasonably necessary to allow such personal representative to be appointed, but not to exceed 180 days after

the Participant's death), then Beneficiary shall mean the person or persons who can verify by affidavit or court order to the satisfaction of the Committee that they are legally entitled to receive the benefits specified hereunder. In the event any amount is payable under the Plan to a minor, payment shall not be made to the minor, but instead be paid (a) to that person's living parent(s) to act as custodian, (b) if that person's parents are then divorced, and one parent is the sole custodial parent, to such custodial parent, or (c) if no parent of that person is then living, to a custodian selected by the Committee to hold the funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which the minor resides. If no parent is living and the Committee decides not to select another custodian to hold the funds for the minor, then payment shall be made to the duly appointed and currently acting guardian of the estate for the minor or, if no guardian of the estate for the minor is duly appointed and currently acting within 60 days after the date the amount becomes payable, payment shall be deposited with the court having jurisdiction over the estate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or to the Participant's estate if no such designation exists, of all benefits owed hereunder shall terminate any and all liability of Company.

(e) "Board of Directors" or "Board" shall mean the Board of Directors of Company.

(f) "Bonuses" shall mean the bonuses earned as of the last day of the Plan Year, provided a Participant is in the employ of the Company on the last day of the Plan Year.

(g) "Change of Control" shall mean the happening of any of the following:

(1) any person, entity or group, other than the Company or a wholly owned subsidiary thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company's securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company; or

(2) as a result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor company or entity entitled to vote generally in the election of the directors of the Company or such other company or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

(3) during any period of two consecutive years, individuals, who at the beginning of such period constitute the Board of Directors, cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by the vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period.

(h) "Code" shall mean the Internal Revenue Code of 1986, as amended.

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(i) "Committee" shall mean the committee appointed by the Board to administer the Plan in accordance with Article VII; provided that, if no committee has been appointed by the Board in accordance with Article VII, the Committee shall be the Compensation Committee of the Board.

(j) "Company" shall mean AmSurg Corporation.

(k) "Company Contribution Account" shall mean the bookkeeping account maintained by Company for each Participant that is credited with an amount equal to the Company Discretionary Contribution Amount, if any, and earnings and losses on such amounts pursuant to Section 4.2.

(l) "Company Discretionary Contribution Amount" with respect to a Participant shall mean such amount, if any, contributed by the Company, on a purely discretionary basis, under the Plan for the benefit of Participant for a Plan Year. Such amount may differ from Participant to Participant both in amount, if any, and as a percentage of Compensation.

(m) "Compensation" shall be base salary, bonus, commissions, and 401(k) excess contributions.

(n) "Deferral Account" shall mean the bookkeeping account maintained by the Committee for each Participant that is credited with amounts equal to (1) the portion of the Participant's Compensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

(o) "Deferral Election Form" shall mean a form provided by the Committee pursuant to which an Eligible Employee may elect to defer or redefer compensation in accordance with the Plan. The form and content of the Deferral Election Form may be revised from time to time consistent with the Plan, by or at the direction of the Company's chief executive officer, chief financial officer or chief legal officer.

(p) "Distributable Amount" at any time shall mean the vested balance in the Participant's Deferral Account and Company Contribution Account at such time.

(q) "Distribution Election Form" shall mean a form provided by the Committee pursuant to which an Eligible Employee may elect an Elected Withdrawal Schedule and/or a Elected Termination Schedule in accordance with the Plan. The form and content of the Distribution Election Form may be revised from time to time consistent with the Plan, by or at the direction of the Company's chief executive officer, chief financial officer or chief legal officer.

(r) "Early Distribution" shall mean an election by Participant in accordance with Section 6.2 to receive a withdrawal of amounts from his or her Deferral Account and Company Contribution Account prior to the time at which such Participant would otherwise be entitled to such amounts.

(s) "Effective Date" for the Plan Year shall be January 1 thru December 31.

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(t) "Elected Termination Schedule" shall mean a distribution schedule elected by a Participant, as set forth on the Distribution Election Form for such Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain withdrawals in accordance with Section 6.1(a) in the case of a Participant who retires or terminates employment. Each Elected Termination Schedule shall satisfy the requirements of Section 6.1(a).

(u) "Elected Withdrawal Schedule" shall mean a distribution schedule elected by a Participant as set forth on the Distribution Election Form for such Plan Year or as otherwise elected by the Participant pursuant to the Plan, which shall govern certain in-service withdrawals in accordance with Section 6.1(b). Each Elected Withdrawal Schedule shall satisfy the requirements of Sections 6.1(c) and 6.1(d).

(v) "Eligible Employee" shall be a select group of management and/or highly compensated employees of AmSurg Corporation, or any of its Affiliates, designated by the Committee as eligible to participate under the Plan.

(w) "Fund" or "Funds" shall mean one or more of the deemed investment funds selected by the Committee pursuant to Section 3.2(b).

(x) "Hardship Distribution" shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of his or her Dependent (as defined in Section 152(a) of the Code), loss of a Participant's property due to casualty, or other similar or extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that would constitute an unforeseeable emergency will depend upon the facts of each case, but, in any case, a Hardship Distribution may not be made to the extent that such hardship is or may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.

(y) "Initial Election Period" shall mean the 30-day period prior to the Effective Date of the Plan, or the 30-day period following the time the Company designates an employee as an Eligible Employee.

(z) "Interest Rate" shall mean, for each Fund, an amount equal to the net gain or loss on the assets of such Fund during each month or other period, expressed as a percentage of the balance of the Fund at the beginning of the month or other period.

(aa) "Long Term Disability" shall mean a physical or mental condition of a Participant resulting in:

(1) evidence that the Participant is deemed by the Social Security Administration to be eligible to receive a disability benefit, or

(2) evidence that the Participant is eligible for disability benefits under the long-term disability plan sponsored by the Company, or

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(3) evidence satisfactory to the Committee that the Participant is totally and permanently disabled.

(bb) "Participant" shall mean any Eligible Employee who becomes a Participant in this Plan in accordance with Article II.

(cc) "Payment Date" shall mean (i) with respect to distributions pursuant to an Elected Withdrawal Schedule for a Plan Year, the last regularly scheduled pay day during February of the calendar year elected by the Participant on the Distribution Election Form for the Plan Year, provided such year must begin no earlier than two (2) years after the last day of the Plan Year, and (ii) with respect to distributions upon the termination or retirement of a Participant the last regularly scheduled pay day during February of the calendar year beginning after the event of termination or retirement. All initial first year installments, or Distributable Amounts, paid as a result of elected withdrawals, termination, and/or retirement, will be determined based upon the prior year's December 31st vested account balances. Subsequent year's installments will be fixed at this same amount with only the final installment changing to equal the value of the account on the proceeding December 31st.

(dd) "Plan" shall be this AmSurg Corporation Supplemental Executive Retirement Savings Plan.

(ee) "Plan Year" for the initial term shall be January 1, 2004 thru December 31, 2004; thereafter, shall be January 1 to December 31.

ARTICLE II

PARTICIPATION

2.1 Requirements for Participation. An Eligible Employee shall become a Participant in the Plan by (i) timely completing and submitting a Deferral Election Form for a Plan Year in accordance with Section 3.1(a), and all other relevant and appropriate forms as required by the Committee, and (ii) completing any medical questionnaire required pursuant to Section 8.2.

ARTICLE III

DEFERRAL ELECTIONS

3.1 Elections to Defer Compensation.

(a) Initial Election Period. Subject to the provisions of Article II, each Eligible Employee may elect to defer a percentage of Compensation by filing with the Committee a signed and completed election that conforms to the requirements of this Section 3.1, on a Deferral Election Form, no later than the last day of his or her Initial Election Period.

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(b) General Rule. The Compensation that an Eligible Employee may elect to defer in accordance with Section 3.1(a) shall not exceed fifty (50) percent of the Eligible Employee's base salary; provided that an Eligible Employee may defer up to fifty (50) percent of bonuses for a Plan year; and provided further that the total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy Social Security Tax (including Medicare), income tax and employee benefit plan withholding requirements as determined in the sole and absolute discretion of the Committee. An Eligible Employee may NOT elect to change or revoke an election to defer commissions or salary during a Plan Year. Bonus deferral elections are ALSO irrevocable for the Plan Year.

(c) Duration of Compensation Deferral Election. An Eligible Employee's initial election to defer Compensation must be made 30 days prior to the end of the Initial Election Period and shall be effective with respect to Compensation received in the applicable Plan Year after such deferral election is processed. Deferral elections stand unless amended during the annual enrollment period. A Participant who remains an Eligible Employee for a subsequent Plan Year may increase, decrease or terminate a deferral election with respect to Compensation for any subsequent Plan Year by filing a new signed and completed Deferral Election Form during the open enrollment period. In the case of an employee who becomes an Eligible Employee during a Plan Year, such Eligible Employee shall have 30 days from the date he or she has become an Eligible Employee to make an initial election with respect to Compensation for such Plan Year, and such election shall be for the remainder of the Plan Year.

(d) Elections other than Elections during the Initial Election Period. Subject to the limitations of Section 3.1(b) above, any Eligible Employee who has previously made a Compensation deferral election may elect to again defer Compensation, by filing a signed and completed Deferral Election Form to defer Compensation as described in Sections 3.1(b) and 3.1(c) above. An election to defer Compensation must be filed in a timely manner in accordance with Section 3.1(c).

3.2 Investment Elections.

(a) At the time of making the deferral elections described in Section 3.1, the Participant shall designate, on a form provided by the Committee, the investment funds or types of investment funds in which the Participant's Account will be deemed to be invested for purposes of determining the amount of earnings to be credited to that Account. In making the designation pursuant to this
Section 3.2, the Participant may specify that all or any multiple of his or her Account be deemed to be invested, in whole percentage increments, in one or more of investment funds or types of investment funds provided under the Plan as communicated from time to time by the Committee. On a form provided by the Committee, a participant may change each of the investment allocations monthly while employed or after retirement. Changes made by the end of the month will be effective the first business day of the following month. If a Participant fails to elect a fund or type of fund under this Section 3.2, he or she shall be deemed to have elected a money market type of investment fund.

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(b) Although the Participant may designate an investment fund or type of investments, the Committee shall not be bound by such designation. The Committee shall select from time to time, in its sole and absolute discretion, commercially available investments of each of the types communicated by the Committee to the Participant pursuant to Section 3.2(a) above to be the Funds. The Interest Rate of each such commercially available investment fund shall be used to determine the amount of earnings or losses to be credited to Participant's Account under Article IV. Participants shall have no ownership interests in any investments made by the Company.

ARTICLE IV

DEFERRAL ACCOUNTS

4.1 Deferral Accounts.

The Committee shall establish and maintain a Deferral Account for each Participant under the Plan. Each Participant's Deferral Account shall be further divided into separate subaccounts ("investment fund subaccounts"), each of which corresponds to an investment fund elected by the Participant pursuant to Section
3.2(a). A Participant's Deferral Account shall be credited as follows:

(a) On the fifth business day after amounts are withheld and deferred from a Participant's Compensation, the Committee shall credit the investment fund subaccounts of the Participant's Deferral Account, for the plan year in which the compensation was earned, with an amount equal to Compensation deferred by the Participant in accordance with the Participant's election under Section 3.2(a); that is, the portion of the Participant's deferred Compensation that the Participant has elected to be deemed to be invested in a certain type of investment fund shall be credited to the investment fund subaccount corresponding to that investment fund;

(b) Each business day, each investment fund subaccount of a Participant's Deferral Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by the Interest Rate for the corresponding fund selected by the Company pursuant to Section 3.2(b);

(c) In the event that a Participant elects for a given Plan Year's deferral of Compensation to have a Elected Withdrawal Schedule, all amounts attributed to the deferral of Compensation for such Plan Year shall be accounted for in a manner which allows separate accounting for the deferral of Compensation and investment gains and losses associated with such Plan Year's deferral of Compensation.

4.2 Company Contribution Account.

The Committee shall establish and maintain a Company Contribution Account for each Participant under the Plan. Each Participant's Company Contribution Account shall be further divided into separate investment fund subaccounts corresponding to the investment fund elected by the Participant pursuant to Section 3.2(a). A Participant's Company Contribution Account shall be credited as follows:

-7-

(a) On an a date at the company's discretion, the Committee shall credit the investment fund subaccounts of the Participant's Company Contribution Account with an amount equal to the Company Discretionary Contribution Amount, if any, applicable to that Participant, that is, the proportion of the Company Discretionary Contribution Amount, if any, which the Participant elected to be deemed to be invested in a certain type of investment fund shall be credited to the corresponding investment fund subaccount; and

(b) Each business day, each investment fund subaccount of a Participant's Company Contribution Account shall be credited with earnings or losses in an amount equal to that determined by multiplying the balance credited to such investment fund subaccount as of the prior day plus contributions credited that day to the investment fund subaccount by the Interest Rate for the corresponding Fund selected by the Company pursuant to Section 3.2(b).

ARTICLE V

VESTING

A Participant shall be 100% vested in his or her Deferral Account.

Company Contributions will vest according to the schedule set forth below.

Plan Year*                       Vested Percentage
----------                       -----------------
Year 1**                                   20%
Year 2                                     40%
Year 3                                     60%
Year 4                                     80%
Year 5                                    100%

* A Participant will be given vesting credit for a Plan Year on the last day of that Plan Year if he is still employed.

** Plan Year for which these Company Contribution amounts are made.

Deferral Account balances will become fully vested on the earliest of the following dates:

(a) the date the Participant attains age sixty-five (65) years, provided the Participant is actively employed on such date;

(b) the date of the Participant's death, provided the Participant is actively employed on such date;

(d) the date of termination of the Plan;

(e) the date of a Change of Control.

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The portion of a Participant's Deferral Account, which is not vested as described above, will be forfeited as of the date the Participant terminates employment.

ARTICLE VI

DISTRIBUTIONS

6.1 Distribution of Deferred Compensation and Discretionary Company Contributions.

(a) Distribution upon Retirement or Termination due to Long-Term Disability. In the case of a Participant who retires or terminates employment with Company or an Affiliate due to Long-Term Disability (and, as a result of such retirement or termination is no longer employed by the Company or its Affiliates) and has an Account balance of more than $50,000 at the time of such retirement or termination, the Distributable Amount shall be paid to the Participant in substantially equal annual installments over ten (10) years commencing on the Participant's Payment Date, or as otherwise set forth in a properly and timely completed and filed Election Termination Schedule. A Participant may elect an optional form of Elected Termination Schedule on the Distribution Election Form provided by Company during his or her enrollment period, with only the most recent and valid election on record used in determining the payout method, provided that the Elected Termination Schedule provides for one of the following alternatives:

(1) A lump sum distribution beginning on the Participant's Payment Date.

(2) Substantially equal annual installments over five (5) years beginning on the Participant's Payment Date.

(3) Substantially equal annual installments over fifteen (15) years beginning on the Participant's Payment Date.

(4) Excluding lump sum elections or the final distribution installment from any proceeding installment election, which will be paid to participants as a lump sum distribution amount, all installment amounts paid to participants will be determined by dividing the December 31st vested account balance from the year prior to Participant's Payment Date, by the number of total installments elected. The amount determined shall remain fixed until the final and last installment, which will be an increased or decreased distribution amount in order to distribute the plan year's remaining balance plus all accrued gains/losses on the plan year's balance being distributed.

A Participant may modify the Elected Termination Schedule that he or she has previously elected, provided such modification occurs at least one
(1) year before the Participant terminates employment with the Company or an Affiliate. If an attempted modification does not occur at least one (1) year before the Participant terminates employment, it shall be void, and the Elected Termination Schedule in effect prior to such attempted modification shall remain effective.

-9-

In the case of a Participant who terminates employment with Company or an Affiliate and has an Account balance of $50,000 or less the Distributable Amount shall be paid to the Participant in a lump sum distribution on the Participant's Payment Date.

The Participant's Account shall continue to be credited with earnings pursuant to Section 4.1 of the Plan until all amounts credited to his or her Account under the Plan have been distributed.

(b) Distribution Under Elected Withdrawal Schedule (In-Service). In the case of a Participant who has elected a Elected Withdrawal Schedule for a distribution while still in the employ of the Company or an Affiliate, such Participant shall receive his or her Distributable Amount, as has been elected by the Participant to be subject to the Elected Withdrawal Schedule. A Participant may initially elect an Elected Withdrawal Schedule for deferrals made during a Plan year by submitting a completed and signed Distribution Election Form by the due date for the Deferral Election Form for the same Plan Year.

(c) Permitted Withdrawal Schedules. A Participant's Elected Withdrawal Schedule with respect to deferrals of Compensation deferred in a given Plan Year can be no earlier than two (2) years from the last day of the Plan Year for which the deferrals of Compensation, are made. A Participant' Elected Withdrawal Schedule shall otherwise conform with the choices available on the applicable Distribution Election Form. In the case of a Participant with a balance of more than $25,000, for the plan year in which the election applies, an Elected Withdrawal Schedule shall provide for the Distributable Amount to be paid to the Participant from among the following alternatives:

(1) A lump sum distribution beginning on the Participant's Payment Date.

(2) Annual installments over two (2) to five (5) years beginning on the Participant's Payment Date.

(3) Excluding lump sum elections or the final distribution installment from any proceeding installment election, which will be paid to participants as a lump sum distribution amount, all installment amounts paid to participants will be determined by dividing the December 31st vested account balance from the year prior to Participant's Payment Date, by the number of total installments elected. The amount determined shall remain fixed until the final and last installment, which will be an increased or decreased distribution amount in order to distribute the plan year's remaining balance plus all accrued gains/losses on the plan year's balance being distributed.

(4) All elected withdrawal distributions will exclude any amounts in company contribution balances that are not 100% vested in accordance with the vesting schedule set forth by the committee.

(d) Extensions. A Participant may extend the Elected Withdrawal Schedule for any Plan Year, provided such extension occurs at least one year before the initial payment is due under the Elected Withdrawal Schedule in effect prior to the extension and extends the Payment Date under the Elected Withdrawal Schedule for at least two (2) years. However, the method of payout elected (lump sum or installments) may be changed an unlimited number of times

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provided it meets the criteria above. The Participant shall have the right to twice modify any Elected Withdrawal Schedule in accordance with the preceding sentence. In the event a Participant terminates employment with Company or an Affiliate prior to the last scheduled distribution under an Elected Withdrawal Schedule, other than by reason of death, the portion of the Participant's Account associated with a Elected Withdrawal Schedule, which has not occurred prior to such termination, shall be distributed in accordance with Section 6.1(a).

(e) Distribution for Termination of Employment due to Death. A Participant who dies while employed by the Company or an Affiliate will receive the total undistributed account balance in a lump sum.

(f) Distribution for Termination of Employment. A Participant who terminates employment prior to retirement or termination due to Long-term Disability will receive the total account balance in a lump sum at the end of the quarter in which employment ended.

6.2 Early Non-Scheduled Distributions.

A Participant shall be permitted to elect an Early Distribution from his or her Account prior to the Payment Date, subject to the following restrictions:

(a) The election to take an Early Distribution shall be made by filing a form provided by and filed with the Committee prior to the end of any calendar month.

(b) The amount of the Early Distribution shall equal up to 90% of his vested Account balance.

(c) The amount described in subsection (b) above shall be no less than $10,000, or the participant's full account balances if less then $10,000, and paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Early Distribution election is made.

(d) If a Participant requests an Early Distribution of his or her entire vested Account, the remaining balance of his or her Account (10% of the Account) shall be permanently forfeited and the Company shall have no obligation to the Participant or his Beneficiary with respect to such forfeited amount. If a Participant receives an Early Distribution of less than his or her entire vested Account, such Participant shall forfeit ten percent (10%)of the gross amount by which the Participant's account will be reduced, and shall receive a distribution of the remaining 90% of such gross amount, and the Company shall have no obligation to the Participant or his or her Beneficiary with respect to such forfeited amount.

If a Participant receives an Early Distribution of either all or a part of his or her Account, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year and the following Plan Year. All distributions shall be made on a pro rata basis from among a Participant's Accounts.

-11-

6.3 Hardship Distribution.

A Participant shall be permitted to elect a Hardship Distribution from his or her vested Accounts prior to the Payment Date, subject to the following restrictions:

(a) The election to take a Hardship Distribution shall be made by filing a form provided by and filed with Committee prior to the end of any calendar month.

(b) The Committee shall have made a determination that the requested distribution constitutes a Hardship Distribution in accordance with Section 1.1(w) of the Plan.

(c) The amount determined by the Committee as a Hardship Distribution shall be paid in a single cash lump sum as soon as practicable after the end of the calendar month in which the Hardship Distribution election is made and approved by the Committee.

(d) If a Participant receives a Hardship Distribution, the Participant will be ineligible to participate in the Plan for the balance of the Plan Year.

(e) Any such distributions will be made prorata and only from fully vested account balances.

6.4 Inability to Locate Participant.

In the event that the Committee is unable to locate a Participant or Beneficiary within two (2) years following the required Payment Date, the amount allocated to the Participant's Deferral Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

ARTICLE VII

ADMINISTRATION

7.1 Committee.

The Board may appoint a committee to serve, at the pleasure of the Board, as the Committee. The number of members comprising such committee shall be determined by the Board, which may from time to time vary the number of members. A member of the Committee appointed pursuant to this Section 7.1 may resign by delivering a written notice of resignation to the Board. The Board may remove any member by delivering a certified copy of its resolution of removal to such member.

7.2 Committee Action.

The Committee shall act at meetings by affirmative vote of a majority of the members of the Committee. A majority of the members of the Committee shall constitute a quorum in any meeting of the Committee. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Committee and such written consent is filed with the minutes of the proceedings

-12-

of the Committee. A member of the Committee shall not vote or act upon any matter which relates solely to himself or herself as a Participant. The Chairman or any other member or members of the Committee designated by the Chairman may execute any certificate or other written direction on behalf of the Committee.

7.3 Powers and Duties of the Committee.

(a) The Committee, on behalf of the Participants and their Beneficiaries, shall enforce the Plan in accordance with its terms, shall be charged with the general administration of the Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the following:

(1) To select the Funds in accordance with Section 3.2(b) hereof;

(2) To construe and interpret the terms and provisions of this Plan;

(3) To compute and certify to the amount and kind of benefits payable to Participants and their Beneficiaries;

(4) To maintain all records that may be necessary for the administration of the Plan;

(5) To provide for the disclosure of all information and the filing or provision of all reports and statements to Participants, Beneficiaries or governmental agencies as shall be required by law;

(6) To make and publish such rules for the regulation of the Plan and procedures for the administration of the Plan as are not inconsistent with the terms hereof;

(7) To appoint one or more Plan administrators or any other agent, and to delegate to them such powers and duties in connection with the administration of the Plan as the Committee may from time to time prescribe; and

(8) To take all actions necessary for the administration of the Plan, including determining whether to hold or discontinue the Policies.

7.4 Construction and Interpretation.

The Committee shall have full discretion to construe and interpret the terms and provisions of this Plan, which interpretations or construction shall be final and binding on all parties, including but not limited to the Company and any Participant or Beneficiary. The Committee shall administer such terms and provisions in a uniform and nondiscriminatory manner and in full accordance with any and all laws applicable to the Plan.

7.5 Information.

To enable the Committee to perform its functions, the Company shall supply full and timely information to the Committee on all matters relating to the Compensation of all

-13-

Participants, their death or other events, which cause termination of their participation in this Plan, and such other pertinent facts as the Committee may require.

7.6 Compensation, Expenses and Indemnity.

(a) The members of the Committee shall serve without compensation for their services hereunder.

(b) The Committee is authorized at the expense of the Company to employ such legal counsel, as it may deem advisable, to assist in the performance of its duties hereunder. Expenses and fees in connection with the administration of the Plan shall be paid by the Company.

(c) To the extent permitted by applicable state law, the Company shall indemnify and hold harmless the Committee and each member thereof, the Board of Directors and any delegate of the Committee who is an employee of the Company against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to the Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by the Company or provided by the Company under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.

7.7 Quarterly Statements; Delegation of Administrative Functions.

(a) Under procedures established by the Committee, a statement shall be made available to Participants with respect to such Participant's Accounts on a quarterly basis.

(b) The Committee may delegate administrative duties under the Plan to any one or more persons or companies selected by the Committee.

7.8 Disputes.

(a) Claim.

A person who believes that he or she is being denied a benefit to which he or she is entitled under this Plan (hereinafter referred to as "Claimant") must file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the President of the Company at its then principal place of business.

(b) Claim Decision.

Upon receipt of a claim, the Company shall advise the Claimant that a reply will be forthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. The Company may, however, extend the reply period for an additional ninety (90) days for special circumstances.

-14-

If the claim is denied in whole or in part, the Company shall inform the Claimant in writing, using language calculated to be understood by the Claimant, setting forth: (A) the specified reason or reasons for such denial; (B) the specific reference to pertinent provisions of this Plan on which such denial is based; (C) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation of why such material or such information is necessary; (D) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; and (E) the time limits for requesting a review under subsection (c).

Within sixty (60) days after the receipt by the Claimant of the written opinion described above, the Claimant may request in writing that the Committee review the determination of the Company. Such request must be addressed to the Secretary of the Company, at its then principal place of business. The Claimant or his or her duly authorized representative may, but need not, review the pertinent documents and submit issues and comments in writing for consideration by the Committee. If the Claimant does not request a review within such sixty
(60) day period, he or she shall be barred and estopped from challenging the Company's determination.

(d) Review of Decision.

Within sixty (60) days after the Committee's receipt of a request for review, after considering all materials presented by the Claimant, the Committee will inform the Participant in writing, in a manner calculated to be understood by the Claimant, the decision setting forth the specific reasons for the decision containing specific references to the pertinent provisions of this Plan on which the decision is based. If special circumstances require that the sixty
(60) day time period be extended, the Committee will so notify the Claimant and will render the decision as soon as possible, but no later than one hundred twenty (120) days after receipt of the request for review.

(e) Legal Action. A Claimant's compliance with the foregoing provisions of this Article VII is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE VIII

MISCELLANEOUS

8.1 Unsecured General Creditor.

Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. Any and all of the Company's assets shall be, and remain, the general unpledged, unrestricted assets of the Company. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater

-15-

than those of unsecured general creditors. It is the intention of the Company that this Plan be unfunded for purposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

8.2 Insurance Contracts or Policies.

Amounts payable hereunder may be provided through insurance contracts or policies, the premiums for which are paid by the Company from its general assets, and which contracts or policies are issued by an insurance company or similar organization. In order to become a Participant under the Plan, an Eligible Participant may be required to complete such insurance application forms and insurance application worksheets as requested by the Committee in connection with the acquisition of any such insurance contract or policy.

8.3 Restriction Against Assignment.

The Company shall pay all amounts payable hereunder only to the person or persons designated by the Plan and not to any other person or corporation. No part of a Participant's Accounts shall be liable for the debts, contracts, or engagements of any Participant, his or her Beneficiary, or successors in interest, nor shall a Participant's Accounts be subject to execution by levy, attachment, or garnishment or by any other legal or equitable proceeding, nor shall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits or payments hereunder in any manner whatsoever. If any Participant, Beneficiary or successor in interest is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distribution or payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel such distribution or payment (or any part thereof) to or for the benefit of such Participant, Beneficiary or successor in interest in such manner as the Committee shall direct.

8.4 Withholding.

There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes, which are required to be withheld by the Company in respect to such payment or this Plan. The Company shall have the right to reduce any payment (or compensation) by the amount of cash sufficient to provide the amount of said taxes.

8.5 Amendment, Modification, Suspension or Termination.

The Committee may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination shall have any retroactive effect to reduce any amounts allocated to a Participant's Accounts. In the event that this Plan is terminated, the amounts allocated to a Participant's Accounts shall be distributed to the Participant or, in the event of his or her death, his or her Beneficiary in a lump sum within thirty (30) days following the date of termination.

-16-

8.6 Governing Law.

This Plan shall be construed, governed and administered in accordance with the laws of the State of Tennessee, except where pre-empted by federal law.

8.7 Receipt or Release.

Any payment to a Participant or the Participant's Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company. The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.

8.8 Payments on Behalf of Persons Under Incapacity.

In the event that any amount becomes payable under the Plan to a person who, in the sole judgment of the Committee, is considered by reason of physical or mental condition to be unable to give a valid receipt therefore, the Committee may direct that such payment be made to any person found by the Committee, in its sole judgment, to have assumed the care of such person. Any payment made pursuant to such determination shall constitute a full release and discharge of the Committee and the Company.

8.9 Limitation of Rights and Employment Relationship.

Neither the establishment of the Plan nor any modification thereof, nor the creating of any fund or account, nor the payment of any benefits shall be construed as giving to any Participant, or Beneficiary or other person any legal or equitable right against the Company or any Affiliate except as provided in the Plan; and in no event shall the terms of employment of any Employee or Participant be modified or in any way be affected by the provisions of the Plan.

8.10 Change of Control.

In the event of a Change of Control, the Plan will terminate pursuant to Section 8.5.

8.11 Headings.

Headings and subheadings in this Plan are inserted for convenience of reference only and are not to be considered in the construction of the provisions hereof.

-17-

IN WITNESS WHEREOF, the Company has caused this Plan to be duly executed for and on behalf of the Company and its duly authorized officers on this the 6th day of January, 2003.

AMSURG CORPORATION

                                       By:  /s/ Claire M. Gulmi
                                            ---------------------

                                       Title:  CFO
                                               ------------------




ATTEST:

/s/ Lisa M. Reeve
---------------------------

-18-

EXHIBIT 10.2

(UNUMPROVIDENT LOGO)

AMSURG CORPORATION

Your Group Long Term Care Plan

Policy No. 47819 011

Underwritten by Unum Life Insurance Company of America

6/21/2005

CERTIFICATE OF COVERAGE

This Certificate of Coverage is part of the entire policy. This Certificate is subject to the terms and conditions stated on the attached pages, all of which terms and conditions are part of the policy. The policy determines governing contractual provisions and is available for viewing at the Policyholder's office and will be copied for you upon request at no cost. This Certificate is evidence of your coverage under the policy. It describes the benefits, coverage, exclusions and limitations of the policy that principally affect you. This Certificate is of value to you. Please keep it in a safe place.

IMPORTANT INFORMATION ABOUT YOUR APPLICATION

If you were required to complete a Long Term Care Insurance Application in connection with your request to obtain coverage, the issuance of this Certificate is based upon your responses to the questions on your application and any medical exam, tests or other questionnaires, including a face-to-face assessment. A copy of your Long Term Care Insurance Application was retained by you when you applied. IF YOUR RESPONSES ARE INCORRECT OR UNTRUE, WE MAY HAVE THE RIGHT TO DENY BENEFITS OR RESCIND YOUR COVERAGE. The best time to clear up any questions is now, before a claim arises. If, for any reason, any of your answers are incorrect, contact us at the address listed below.

NOTICE TO BUYER

The policy is intended to be a qualified long term care insurance policy under
Section 7702B(b) of the Internal Revenue Code of 1986, as amended.

This Certificate may not cover all the costs associated with long term care incurred by you during the period of coverage. You are advised to review carefully all coverage limitations.

This Certificate is not a Medicare Supplement Certificate. If you are eligible for Medicare, review the Guide to Health Insurance For People with Medicare available from us.

We are not representing Medicare, the federal government or any state government.

GUARANTEED RENEWABLE

Your coverage is Guaranteed Renewable. This means that you have the right to continue your long term care insurance coverage in force as long as premium for your coverage is paid when it is due. However, we reserve the right to change any or all premiums. Any change in premium must apply to all similar policies issued, on this policy form, in the state in which the policy is sit used. Premiums cannot be increased because of any change in the age or health of the persons covered under the policy. We cannot discontinue the policy except where required by law or as a result of nonpayment of premium or other causes as described in the Policy Termination section of the policy.

30 DAY RIGHT TO EXAMINE YOUR CERTIFICATE

You may cancel this Certificate for any reason within 30 days after it is delivered to you or your representative. Simply return this Certificate, within 30 days of its receipt, to the Policyholder's plan administrator or Unum. If this is done, this Certificate will be canceled from the beginning, and all of the premium paid will be refunded.

EMPLOYEE RETIREMENT INCOME SECURITY ACT

The policy is governed, to the extent applicable, by the Employee Retirement Income Security Act of 1974 (ERISA) and any amendments.

CERT OF COV-1 (7/1/2005)

EFFECTIVE DATE

For purposes of effective dates and ending dates under the group policy, all days begin at 12:01 a.m. and end at 12:00 midnight at the Policyholder's address.

Underwritten by Unum Life Insurance Company of America

Mailing Address 2211 Congress Street, Portland, Maine 04122

/s/ Susan N. Roth                                /s/ Thomas R. Watjen
-----------------                                --------------------
Secretary                                        President

CERT OF COV-2 (7/1/2005)

TABLE OF CONTENTS

CERTIFICATE OF COVERAGE................................................   CERT OF COV-1

IMPORTANT INFORMATION ABOUT YOUR APPLICATION...........................   CERT OF COV-1

NOTICE TO BUYER........................................................   CERT OF COV-1

GUARANTEED RENEWABLE...................................................   CERT OF COV-1

30 DAY RIGHT TO EXAMINE YOUR CERTIFICATE...............................   CERT OF COV-1

EMPLOYEE RETIREMENT INCOME SECURITY ACT................................   CERT OF COV-1

EFFECTIVE DATE.........................................................   CERT OF COV-2

BENEFITS AT A GLANCE...................................................   B@G-1

THE CERTIFICATE OF COVERAGE............................................   CERTIFICATE-1

ELIGIBILITY FOR COVERAGE...............................................   CERTIFICATE-1

APPLICATION AND ENROLLMENT FOR COVERAGE................................   CERTIFICATE-1

COVERAGE EFFECTIVE DATE................................................   CERTIFICATE-1

WHEN COVERAGE WILL BE DELAYED FOR EMPLOYEES............................   CERTIFICATE-2

TEMPORARY ABSENCE FROM WORK ONCE COVERAGE HAS BEGUN FOR EMPLOYEES......   CERTIFICATE-2

INCREASES IN COVERAGE..................................................   CERTIFICATE-2

DECREASES IN COVERAGE..................................................   CERTIFICATE-2

TERMINATION OF BENEFITS................................................   CERTIFICATE-2

TERMINATION OF COVERAGE................................................   CERTIFICATE-2

CONTINUATION OF COVERAGE...............................................   CERTIFICATE-3

STATEMENTS.............................................................   CERTIFICATE-3

INCONTESTABILITY.......................................................   CERTIFICATE-4

WORKERS' COMPENSATION OR STATE DISABILITY INSURANCE....................   CERTIFICATE-4

AGENT..................................................................   CERTIFICATE-4

BENEFIT PROVISIONS.....................................................   BENEFIT-1

ELIGIBILITY FOR BENEFITS...............................................   BENEFIT-1

CONDITIONS FOR PAYMENT OF BENEFITS.....................................   BENEFIT-1

LIMITATIONS ON PAYMENT OF BENEFITS.....................................   BENEFIT-1

BENEFIT PAYMENT........................................................   BENEFIT-1

BED RESERVATION BENEFIT................................................   BENEFIT-2

TOC-1 (7/1/2005)

RESPITE CARE BENEFIT...................................................   BENEFIT-2

INTERNATIONAL BENEFITS.................................................   BENEFIT-2

DISCRETIONARY AUTHORITY................................................   BENEFIT-3

EXTENSION OF BENEFITS..................................................   BENEFIT-4

LEGAL ACTION...........................................................   BENEFIT-4

LIMITATIONS AND EXCLUSIONS.............................................   EXCLUSIONS-1

PLAN EXCLUSIONS........................................................   EXCLUSIONS-1

PRE-EXISTING CONDITION EXCLUSION.......................................   EXCLUSIONS-1

WORDS THAT HAVE A SPECIAL MEANING......................................   DEFINITIONS-1

OTHER SERVICES.........................................................   SERVICES-1

ADDITIONAL CARE BENEFIT................................................   SERVICES-1

CLAIM INFORMATION......................................................   CLAIM-1

NOTICE OF CLAIM........................................................   CLAIM-1

CLAIM FORM.............................................................   CLAIM-1

HOW TO FILE A CLAIM....................................................   CLAIM-1

PROOF OF CLAIM.........................................................   CLAIM-1

WHEN CLAIMS ARE PAID...................................................   CLAIM-2

TO WHOM CLAIMS ARE PAID................................................   CLAIM-2

CLAIM OVERPAYMENT......................................................   CLAIM-2

RIGHT OF APPEAL........................................................   CLAIM-2

GENERAL INFORMATION....................................................   INFORMATION-1

PREMIUM DUE DATES AND PAYMENTS.........................................   INFORMATION-1

GRACE PERIOD...........................................................   INFORMATION-1

REINSTATEMENT..........................................................   INFORMATION-1

REINSTATEMENT OF TERMINATED COVERAGE DUE TO CHRONIC ILLNESS............   INFORMATION-1

REINSTATEMENT AFTER MILITARY SERVICE...................................   INFORMATION-2

WAIVER OF PREMIUM......................................................   INFORMATION-2

REFUND OF PREMIUM AFTER DEATH..........................................   INFORMATION-2

REFUND OF PREMIUM DUE TO CANCELLATION OF COVERAGE......................   INFORMATION-2

CONTINGENT NON-FORFEITURE..............................................   INFORMATION-2

MISSTATEMENT OF AGE....................................................   INFORMATION-3

TOC-2 (7/1/2005)

CLERICAL ERROR........................................................    INFORMATION-3

CONFORMITY WITH FEDERAL STATUTES......................................    INFORMATION-4

CONFORMITY WITH STATE STATUTES........................................    INFORMATION-4

TAX NOTE..............................................................    INFORMATION-4

ADDITIONAL BENEFITS...................................................    ADDL BEN-1

ERISA.................................................................    ERISA-1

TOC-3 (7/1/2005)

BENEFITS AT A GLANCE
LONG TERM CARE INSURANCE

This long term care plan pays benefits if you suffer a Chronic Illness.

POLICYHOLDER:                             AmSurg Corporation

POLICYHOLDER'S ORIGINAL
PLAN EFFECTIVE DATE:                      July 1, 2005

POLICY NUMBER:                            47819  011

ELIGIBLE GROUP(S):

All Executives and Their Family Members

Employees must be in Active Employment with the Policyholder.

MINIMUM HOURS REQUIREMENT:

Employees must be working at least 30 hours per week.

WAITING PERIOD:

For Employees in an Eligible Group on or before July 1, 2005: None

For Employees entering an Eligible Group after July 1, 2005: First of the month coincident with or next following 30 days of continuous active employment

REHIRE:

If your employment ends and you are rehired within 12 months, your prior period of work while in an Eligible Group will apply toward the Waiting Period. All other policy provisions apply.

POLICYHOLDER PAID COVERAGE FOR EMPLOYEES:

The Policyholder pays for the following coverage for Employees. Employees can choose higher levels of coverage by paying the additional cost.

LTC Facility Monthly Benefit - $2,000 Benefit Duration - 3 years Professional Home and Community Care - 50% of the LTC Facility Monthly Benefit

LTC FACILITY MONTHLY BENEFIT:

FOR ELIGIBLE EMPLOYEES:

$2,000 - $8,000 per month in $1,000 increments

FOR ALL OTHER ELIGIBLE PERSONS:

$2,000 - $8,000 per month in $1,000 increments

BENEFIT DURATION:

CHOICE A
3 years

B@G-1 (7/1/2005)

CHOICE B
6 years

CHOICE C
Lifetime

HOME CARE BENEFIT:

You may choose either Professional Home and Community Care or Total Choice Home Care, but not both.

PROFESSIONAL HOME AND COMMUNITY CARE

CHOICE A
50% of the LTC Facility Monthly Benefit

TOTAL CHOICE HOME CARE

CHOICE A
50% of the LTC Facility Monthly Benefit

ADDITIONAL BENEFITS:

EACH OF THE FOLLOWING BENEFIT(s) IS OPTIONAL:

Benefit Increase - 5% Simple

ELIMINATION PERIOD:

90 accumulated days. The Elimination Period must be satisfied within a period of 730 consecutive days. Benefits begin the day after the Elimination Period is completed.

WHO PAYS FOR THE COVERAGE:

FOR ELIGIBLE EMPLOYEES:

You and the Policyholder pay the cost of your coverage.

FOR ALL OTHER ELIGIBLE PERSONS:

You pay the cost of your coverage.

EVIDENCE OF INSURABILITY LIMITS:

FOR ELIGIBLE EMPLOYEES:

Evidence of Insurability will be required if you apply for coverage that exceeds the limit(s) listed below:
- a monthly benefit greater than $6,000; or
- a Lifetime Benefit Duration; or
- more than 31 days after you were eligible for coverage.

After the initial enrollment period, you can apply for coverage with evidence of insurability by filling out the benefit election form and the Long Term Care Insurance Application. These forms can be obtained from the Policyholder.

B@G-2 (7/1/2005)

FOR ALL OTHER ELIGIBLE PERSONS:

You must always submit a Long Term Care Application and provide, at your own expense, Evidence of Insurability satisfactory to us.

WAIVER OF PREMIUM:

No premium payments are required for your coverage while you are receiving monthly benefit payments under this policy.

ADDITIONAL CARE BENEFIT:

Once you are eligible for a benefit payment, you will have access to Additional Care Benefits designed to assist you in living at home or in other residential housing, other than a LTC Facility. You do not need to complete the Elimination Period for an Additional Care Benefit payment to begin.

THE ADDITIONAL CARE LIFETIME MAXIMUM BENEFIT AMOUNT: $5,000. This is in
addition to your Lifetime Maximum Benefit.

OTHER FEATURES:

Bed Reservation
Respite Care
Contingent Non-Forfeiture
Continuation of Coverage

This is not intended to be a complete description of the Long Term Care policy. This policy has exclusions and limitations that may affect any benefits payable. For complete details of coverage, refer to your Certificate of Coverage.

B@G-3 (7/1/2005)

THE CERTIFICATE OF COVERAGE

This Certificate is a written statement prepared by Unum and may include attachments. It tells you:
- the coverage to which you may be entitled;
- to whom Unum will make a payment;
- the limitations, exclusions and requirements that apply within a plan.

ELIGIBILITY FOR COVERAGE

EMPLOYEE

If you are working for the Policyholder in an Eligible Group, the date you are eligible for coverage is the later of:
- the Policy Effective Date; or
- the day after you complete your Waiting Period.

ELIGIBLE FAMILY MEMBERS

If you are an Eligible Family Member, you will be eligible to apply for coverage on the later of:
- the Policy Effective Date; or
- the date the Employee is eligible to apply for coverage.

Although you may be eligible for coverage, your coverage will not begin until the date shown on your SCHEDULE OF BENEFITS, subject to the timely payment of premium for your coverage.

APPLICATION AND ENROLLMENT FOR COVERAGE

EMPLOYEE

During the initial enrollment period, you can enroll for coverage without completing a Long Term Care Insurance Application for amounts that do not exceed the Evidence of Insurability limits as shown in the BENEFITS AT A GLANCE. Simply complete a benefit election form. You can obtain a benefit election form from the Policyholder's plan administrator.

If the Policyholder pays the full amount of premium for your coverage, you do not need to enroll for coverage. However, you may need to enroll for coverage, by completing a benefit election form, when you pay all or a portion of the premium.

If you enroll for coverage after the initial enrollment period, you may be required to complete a Long Term Care Insurance Application in addition to the benefit election form.

ELIGIBLE FAMILY MEMBERS

You can apply for coverage with Evidence of Insurability at any time after the date you become eligible for coverage by completing the benefit election form and the Long Term Care Insurance Application. These forms can be obtained from the Policyholder or Unum.

COVERAGE EFFECTIVE DATE

Your coverage will begin at 12:01 a.m. on the latest of:
- the date you are eligible for coverage if we have received your benefit election form, and you applied for coverage on or before that date;
- the date you are eligible for coverage if we have received your benefit election form, and you applied for coverage within 31 days after your eligibility;
- the date Unum approves your Long Term Care Insurance application if Evidence of Insurability is required.

CERTIFICATE-1 (7/1/2005)

Your Coverage Effective Date will be the date shown in your SCHEDULE OF BENEFITS subject to the timely payment of premium for your coverage.

WHEN COVERAGE WILL BE DELAYED FOR EMPLOYEES

If you are absent from work due to injury, sickness, Temporary Layoff or Leave of Absence on your Coverage Effective Date, coverage will not begin until you return to work in Active Employment and we receive premium for your coverage.

TEMPORARY ABSENCE FROM WORK ONCE COVERAGE HAS BEGUN FOR EMPLOYEES

If you are on a Temporary Layoff, and if premium is paid, you will be covered through the end of the month that immediately follows the month in which your Temporary Layoff begins.

If you are on a Leave of Absence, and if premium is paid, you will be covered through the end of the month that immediately follows the month in which your Leave of Absence begins.

INCREASES IN COVERAGE

After your coverage is in force, you can apply to increase coverage, based on the benefits available as shown in the BENEFITS AT A GLANCE, by sending us a new benefit election form and a Long Term Care Insurance Application.

No increased or additional coverage will become effective unless we approve your Long Term Care Insurance Application for such change. If we approve your changes in coverage, you must pay the new premium due. You will be notified of the new premium due amount and the date it is due.

You may apply for increases in coverage at any time. Premiums currently charged may be adjusted due to changes or increases in coverage. Upon approval, the change(s) you requested will replace existing benefit option(s) or your benefit duration.

DECREASES IN COVERAGE

You have the right to lower premium by reducing coverage based on the benefits available as shown in the BENEFITS AT A GLANCE. You can decrease coverage at any time by sending us a new benefit election form. Premiums currently charged may be adjusted due to changes or decreases in coverage. Your SCHEDULE OF BENEFITS will reflect new premium due amount and the date it is due.

TERMINATION OF BENEFITS

Your benefit payments under the policy will end on the earliest of:
- the day after you are no longer Chronically Ill;
- the day after the expiration of your Licensed Health Care Practitioner's Certification;
- the day after you are no longer receiving Qualified Long Term Care Services;
- the day after your Lifetime Maximum Benefit has been reached;
- the day after you die.

TERMINATION OF COVERAGE

Your coverage will terminate on the earliest of:
- the day after your Lifetime Maximum Benefit has been reached;
- the day after the end of your Grace Period, if premiums for your coverage are not paid within the Grace Period;
- the day after we receive your written notification that you wish to cancel your coverage; or
- the day after you die.

Your coverage will also terminate on the earliest of the following events:
- the date the group policy terminates; or

CERTIFICATE-2 (7/1/2005)

- the date you are no longer in an Eligible Group with the Policyholder; or
- the day after the pay period ends for which premiums were last paid to us by the Policyholder for your coverage; unless you elect to continue your coverage under the Continuation of Coverage provision.

CONTINUATION OF COVERAGE

You are eligible to continue coverage, upon approval of your Continuation of Coverage form and completion of the Third Party Designation form, if any portion of your premium:
- is paid for by the Policyholder; or
- is payroll deducted by the Policyholder.

If you meet the eligibility criteria listed below, you may elect to continue coverage on a direct bill basis. You must contact the Policyholder or Unum to obtain the Continuation of Coverage form and the Third Party Designation form. You must fully complete both forms and return them to Unum, at the address listed on the form within 60 days of:
- the date the group policy terminates; or
- the date you are no longer in an Eligible Group with the Policyholder; or
- the day after the pay period ends for which premiums were last paid to us by the Policyholder for your coverage.

If your coverage terminates because you are no longer eligible for coverage, your continued coverage will remain in force under the existing group policy. If the existing group policy terminates, your coverage will be continued under a group continuation policy. Your continued coverage will remain in force as long as you continue timely payment of premium when due. You must pay premium directly to Unum for your continued coverage.

If you did not apply for coverage during the time you were otherwise eligible to apply for coverage, or if you were not approved for coverage during the time you were otherwise eligible for coverage, you are not eligible to apply for Continuation of Coverage.

You may not elect to continue coverage if you are not insured under the group policy on the date the group policy terminates.

The premium rate schedule for continued coverage may change in the future, depending on:
- the overall use of the benefits by all insured persons; or
- changes in the benefit levels or other risk factors.

Any such change will be made for all insureds in the same class.

You may make changes at any time to your continued coverage. Changes must be based on the current Benefit Options available under the group policy. To change your coverage, you must contact Unum's home office for assistance. You will need to complete the necessary forms which may include a Long Term Care Insurance Application.

STATEMENTS

We consider any statements you make for insurance in any signed application for coverage to be complete and true to the best of your knowledge and belief. In the absence of fraud, all statements made in any application are considered representations and not warranties (absolute guarantees).

If any of these statements are not complete and/or not true at the time they were made, we can:
- reduce or deny any claim; or
- terminate your coverage from the original effective date.

No such statements made by you will be used to deny a claim unless a copy of your statements has been given to you.

CERTIFICATE-3 (7/1/2005)

INCONTESTABILITY

If your coverage has been in force for six (6) months or less, we may:
- rescind your coverage upon a showing of misrepresentation that is material to the acceptance of coverage; or
- deny an otherwise valid claim relating to a Chronic Illness commencing prior to the expiration of such six (6) month period upon a showing of misrepresentation that is material to the acceptance of coverage.

If your coverage has been in force for at least six (6) months, we may:
- rescind your coverage upon a showing of misrepresentation that is both material to the acceptance of coverage and which pertains to the conditions of your Chronic Illness; or
- deny an otherwise valid claim relating to a Chronic Illness commencing during such six (6) months to two (2) year period, upon a showing of misrepresentation that is both material to the acceptance of coverage and which pertains to the conditions of your Chronic Illness.

If your coverage has been in force for two (2) years or more, your coverage may be rescinded only upon a showing that you knowingly and intentionally misrepresented relevant facts relating to your health. Your coverage can be rescinded at any time for fraudulent misstatements. There is no time limit to contest your coverage for such fraudulent misstatements.

If your coverage is reinstated, the time periods applicable to this provision will be measured from the reinstatement date.

If we have paid benefits under the policy, the benefit payments may not be recovered by us in the event that the coverage is rescinded unless the rescission is due to your fraudulent misstatements.

WORKERS' COMPENSATION OR STATE DISABILITY INSURANCE

The policy does not replace or affect the requirements for coverage by any workers' compensation or state disability insurance.

AGENT

For all purposes of the policy, the Policyholder acts on its own behalf or as your agent. Under no circumstances will the Policyholder be deemed our agent.

CERTIFICATE-4 (7/1/2005)

BENEFIT PROVISIONS

ELIGIBILITY FOR BENEFITS

You will be eligible for a benefit if, on or after the effective date of your coverage and while your coverage is in effect, you become Chronically Ill.

CONDITIONS FOR PAYMENT OF BENEFITS

To receive benefits under the policy, the following conditions must be met:
- you must satisfy the Elimination Period, if applicable;
- you must be receiving Qualified Long Term Care Services;
- the treatment for your Chronic Illness must be provided pursuant to a written Plan of Care; and
- we must approve your claim.

The policy is intended to be a qualified long term care insurance policy under
Section 7702B(b) of the Internal Revenue Code of 1986, as amended. You must also provide us a Licensed Health Care Practitioner's Certification that you are unable to perform (without Substantial Assistance from another individual) two
(2) or more Activities of Daily Living for a period of at least 90 days, or that you require Substantial Supervision by another individual to protect you from threats to your health or safety due to Severe Cognitive Impairment.

You will be required to submit a Licensed Health Care Practitioner's Certification every 12 months.

A benefit will become payable once all these requirements are met.

LIMITATIONS ON PAYMENT OF BENEFITS

We will not pay benefits in excess of the coverage you chose as shown in your SCHEDULE OF BENEFITS. Benefits paid will reduce your Lifetime Maximum Benefit, and will no longer be available once your Lifetime Maximum Benefit has been reached. We will not pay benefits for Qualified Long Term Care Services you receive during the Elimination Period, except as described in the Respite Care Benefit and the Additional Care Benefit provisions. The policy only pays benefits if you are receiving Qualified Long Term Care Services.

BENEFIT PAYMENT

IF YOU ARE ELIGIBLE FOR A LTC FACILITY MONTHLY BENEFIT:

You must give us proof that you are receiving Qualified Long Term Care Services in a LTC Facility before a LTC Facility Monthly Benefit will be paid. If you are eligible for benefits for a period of less than one (1) month, we will pay you 1/30th of the LTC Facility Monthly Benefit for each day that you are Chronically Ill and receiving Qualified Long Term Care Services in a LTC Facility.

The amount of your LTC Facility Monthly Benefit is shown in your SCHEDULE OF
BENEFITS.

IF YOU SELECTED, AND YOU ARE ELIGIBLE FOR, A PROFESSIONAL HOME AND COMMUNITY CARE MONTHLY BENEFIT:

We will pay 1/30th of the Professional Home and Community Care Monthly Benefit shown in your SCHEDULE OF BENEFITS for each day you are receiving Professional Home and Community Care Services. Professional Home and Community Care Services you receive may be provided anywhere other than a LTC Facility, acute care facility or other location excluded by the policy.

You must give us written proof indicating days of Professional Home and Community Care Services provided to you before a benefit will be paid. We will also require a copy of the Licensed Home Health Care Agency's state license or the Licensed Home Health Care Professional's state license to practice in his/her respective field prior to payment of benefits.

BENEFIT-1 (7/1/2005)

IF YOU SELECTED, AND YOU ARE ELIGIBLE FOR, A TOTAL CHOICE HOME CARE MONTHLY BENEFIT:

We will pay 1/30th of the Total Choice Home Care Monthly Benefit shown in your SCHEDULE OF BENEFITS for each day you are receiving Total Choice Home Care Services. Total Choice Home Care Services you receive may be provided anywhere other than a LTC Facility, acute care facility or other location excluded by the policy.

BED RESERVATION BENEFIT

If you are receiving a LTC Facility Monthly Benefit and your stay in the LTC Facility is interrupted due to a stay in an acute care facility, or due to a temporary absence, and a charge is made to reserve your LTC Facility accommodations, you will be eligible for a Bed Reservation Benefit. We will pay you 1/30th of the LTC Facility Monthly Benefit for each day you are absent from the LTC Facility:
- up to 90 days per calendar year if your absence is due to a stay in an acute care facility; or
- up to 30 days per calendar year for a temporary absence not related to a stay in an acute care facility.

In no event will the total number of Bed Reservation days exceed 90 days per calendar year. Bed Reservation payments will reduce your Lifetime Maximum Benefit, and will no longer be available once your Lifetime Maximum Benefit has been reached.

If your stay in a LTC Facility is interrupted while you are satisfying your Elimination Period, such days will be used to help satisfy your Elimination Period.

RESPITE CARE BENEFIT

If you are Chronically Ill and receiving Respite Care, but you are not receiving a LTC Facility Monthly Benefit or a Home Care Monthly Benefit, if your coverage includes home care, you will be eligible to receive Respite Care. The Respite Care Benefit you will receive is equal to 1/30th of your LTC Facility Monthly Benefit for each day you have Respite Care for up to 21 days each calendar year. You do not need to complete your Elimination Period for Respite Care payments to begin, and the days you are receiving Respite Care will count toward satisfying your Elimination Period.

Respite Care can be provided in your home, an LTC Facility, an Adult Day Care Facility or a similar facility approved by us. Such payments will reduce your Lifetime Maximum Benefit, and will no longer be available once your Lifetime Maximum Benefit has been reached.

INTERNATIONAL BENEFITS

If you have selected a Home Care Monthly Benefit, we will pay International Benefits on an indemnity basis, if you qualify under the conditions defined in this provision.

ELIGIBILITY FOR INTERNATIONAL BENEFITS

You will be eligible for International Benefits if, after the effective date of your coverage and while your coverage is in effect, you become Chronically Ill.

CONDITIONS FOR PAYMENT OF INTERNATIONAL BENEFITS

To receive International Benefits under this Certificate, the following conditions must be met:
- you must satisfy the Elimination Period;
- you must be receiving Qualified Long Term Care Services while traveling or residing outside of the United States, its territories or possessions or Canada;
- the treatment for your Chronic Illness must be provided pursuant to a written Plan of Care; and
- we must approve your claim.

BENEFIT-2 (7/1/2005)

You must obtain and provide us with any required supporting documentation. All required documentation must be provided to us in English. We reserve the right to require that you provide us with updated documentation and information at reasonable intervals. However, we will not require updates more frequently than monthly.

We reserve the right to obtain an interpreter, if necessary, and to determine who the interpreter will be.

If you are receiving International Benefits under this Certificate, you cannot be receiving any other benefits under this Certificate for the same time period. Coverage for the Additional Care, Respite Care or Bed Reservation provisions are not available outside the United States, its territories or possessions or Canada.

LIMITATIONS ON PAYMENT OF INTERNATIONAL BENEFITS

We will not pay benefits in excess of the amounts shown in your SCHEDULE OF BENEFITS. Benefits paid will reduce your Lifetime Maximum Benefit and will no longer be available once your Lifetime Maximum Benefit has been reached.

INDEMNITY BENEFIT FOR PAYMENT OF INTERNATIONAL BENEFITS

The Indemnity Amount we will pay for International Benefits is equal to 75% of the Home Care Monthly Benefit shown in your SCHEDULE OF BENEFITS. Any International Monthly Benefit will be paid in United States currency. You may not assign the Indemnity Benefit.

TOTAL LIFETIME INTERNATIONAL BENEFITS AVAILABLE

The Total Lifetime International Benefit payment will be the lesser of:
- your Lifetime Maximum Benefit; or
- 72 months.

WORDS THAT HAVE A SPECIAL MEANING FOR THIS PROVISION

"Indemnity Amount" means the total monthly benefit available to you regardless of the actual charges you incur. This benefit will be paid to you if you are eligible under this Certificate for International Benefits. You must be receiving Qualified Long Term Care Services in order to receive the Indemnity Benefit.

"International" means any location outside the United States, its territories or possessions or Canada.

"International Benefit" means 75% of the Home Care Monthly Benefit shown in your SCHEDULE OF BENEFITS. This benefit will be paid to you regardless of who provides the care or where the care is provided, except for locations excluded by this Certificate.

DISCRETIONARY AUTHORITY

When making any benefits determination under the policy, we have the discretionary authority to determine your eligibility for benefits and to interpret the terms and provisions of the policy.

BENEFIT-3 (7/1/2005)

EXTENSION OF BENEFITS

Termination of coverage will be without prejudice to any benefits payable under the policy and any attachments (if applicable), if eligibility for such benefits or Chronic Illness began while your coverage was in force. Benefits will continue without interruption. Such extension of benefits will be limited to the duration of the payment of your Lifetime Maximum Benefit.

LEGAL ACTION

No one may start legal action to recover on the policy until 60 days after written Proof of Claim has been given to us. Legal action must be started within three (3) years after the written Proof of Claim is furnished.

BENEFIT-4 (7/1/2005)

LIMITATIONS AND EXCLUSIONS

PLAN EXCLUSIONS

We will not provide benefits for:
- a Chronic Illness caused by war or any act of war, whether declared or undeclared, that occurs while your coverage is in force.
- a Chronic Illness caused by intentionally self-inflicted injuries or attempted suicide, while sane.
- a Chronic Illness caused by the commission of a crime for which you have been convicted under law, or caused by your attempt to commit a crime under law.
- a Chronic Illness caused by alcoholism, alcohol abuse, drug addiction or drug abuse.
- any period of time while you are Chronically Ill and you are confined in a hospital, other than if you are confined to a LTC Facility that is a distinctly separate part of a hospital. This exclusion does not apply to those periods covered under the Bed Reservation Benefit.
- a Chronic Illness resulting from an ADL loss or Severe Cognitive Impairment caused by, contributed to by, or resulting from a Pre-existing Condition.

PRE-EXISTING CONDITION EXCLUSION

You have a Pre-existing Condition if medical advice, treatment, care or services including consultation or diagnostic measures or prescription drugs were received or recommended in the six (6) months just prior to your Coverage Effective Date; or you took prescribed drugs in the six (6) months just prior to your Coverage Effective Date.

We will not consider for any purposes an ADL loss or onset of Severe Cognitive Impairment that occurs in the six (6) months after your Coverage Effective Date if the ADL loss or Severe Cognitive Impairment is caused by, contributed to by or results from a Pre-existing Condition.

If you were required to apply for coverage by completing a Long Term Care Insurance Application and we approved your application, the Pre-existing Condition provision will not apply to you.

EXCLUSIONS-1 (7/1/2005)

WORDS THAT HAVE A SPECIAL MEANING

"Active Employment" means you are working for the Policyholder:
- on a full-time basis for earnings that are paid regularly; and
- are performing the material and substantial duties of your regular occupation; and
- are working at least the minimum number of hours as described under Eligible Group(s) in BENEFITS AT A GLANCE for each plan.

Your work site must be:
- the Policyholder's usual place of business;
- an alternative work site at the direction of the Policyholder, including your home; or
- a location to which your job requires you to travel.

Normal vacation is considered Active Employment.

Temporary and seasonal workers are excluded from coverage.

"Activities of Daily Living" (ADLs) are:
- Bathing: washing oneself by sponge bath; or in either a tub or shower, including the task of getting into or out of the tub or shower.
- Dressing: putting on and taking off all items of clothing and any necessary braces, fasteners, or artificial limbs.
- Toileting: getting to and from the toilet, getting on and off the toilet, and performing associated personal hygiene.
- Transferring: moving into or out of a bed, chair, or wheelchair.
- Continence: the ability to maintain control of bowel or bladder function; or when unable to maintain control of bowel or bladder function, the ability to perform associated personal hygiene (including caring for catheter or colostomy bag).
- Eating: feeding oneself by getting food into the body from a receptacle (such as a plate or cup) or by a feeding tube.

You will be considered able to perform the above Activities of Daily Living if the ADLs can be performed by you using equipment or adaptive devices, and you do not require the Substantial Assistance of another person to perform the ADLs.

"Adult Day Care" means care provided in an Adult Day Care Facility.

We will not recognize a Family Member as an Adult Day Care provider for claims that you make to us under the policy, unless the Family Member is a regular employee of the Adult Day Care Facility or Total Choice Home Care is shown in your SCHEDULE OF BENEFITS.

"Adult Day Care Facility" means a facility that provides a community-based group program offering health, social and related support services to impaired adults; that operates under state licensing laws and any other laws that apply; and that meets the following tests:
- operates a minimum of five (5) days a week;
- remains open for at least six (6) hours a day;
- maintains a written record of care on each patient;
- includes a Plan of Care and record of services provided;
- has a staff that includes a full-time director and at least one (1) registered nurse who is there during operating hours for at least four (4) hours a day;
- has established procedures for obtaining appropriate aid in the event of a medical emergency;
- provides a range of physical and social support services to adults; and
- does not include overnight stays.

"Certificate" means this Certificate and any riders attached to this Certificate.

DEFINITIONS-1 (7/1/2005)

"Chronic Illness" and "Chronically Ill" mean:
- you are unable to perform, without Substantial Assistance from another individual, two (2) or more Activities of Daily Living; or
- you require Substantial Supervision by another individual to protect you from threats to your health and safety due to Severe Cognitive Impairment.

We will not cover any ADL loss or Severe Cognitive Impairment that existed prior to the Effective Date of Coverage.

"Coverage Effective Date" means the date your coverage begins. Your Coverage Effective Date is shown on your SCHEDULE OF BENEFITS.

"Eligible Family Member" means a person ages 18 through 80 who is in a class of persons eligible for coverage as determined by the Policyholder and us and is residing in the United States, its territories or possessions and who is:
- the legally married spouse of an Employee.
- the natural, adoptive or step parents of an Employee or spouse.
- the natural, adoptive or step grandparents of an Employee or spouse.
- the natural, adoptive or step siblings of an Employee or spouse.
- the spouse of the Employee's natural, adoptive or step siblings.
- the spouse of the Employee's spouse's natural, adoptive or step siblings.
- the natural, adoptive or step adult children of an Employee.
- the spouse of a natural, adoptive or step adult child of an Employee.

Eligible Family Members who are eligible for coverage as an Employee are only eligible for coverage as an Employee.

"Elimination Period"
If LTC Facility only is shown in your SCHEDULE OF BENEFITS:
"Elimination Period" means the number of days during which you are Chronically Ill and you are receiving services appropriate for your Chronic Illness, but no benefit is payable. The care or services must be provided in a LTC Facility.

If LTC Facility with Professional Home and Community Care is shown in your SCHEDULE OF BENEFITS: "Elimination Period" means the number of days during which you are Chronically Ill and you are receiving services appropriate for your Chronic Illness, but no benefit is payable. The care or services must be provided in a LTC Facility; or by/through a Licensed Home Health Care Agency; in an Adult Day Care Facility; or by a Licensed Home Health Care Professional.

Each calendar week during which you receive at least one (1) day of Professional Home and Community Care Services will be counted as seven (7) days towards the completion of your Elimination Period.

If LTC Facility with Total Choice Home Care is shown in your SCHEDULE OF BENEFITS: "Elimination Period" means the number of days during which you are Chronically Ill and your are receiving services appropriate for your Chronic Illness, but no benefit is payable. The care or services may be provided to you by anyone including a Family Member; or in a LTC Facility; or by/through a Licensed Home Health Care Agency; by a Licensed Home Health Care Professional; in an Adult Day Care Facility or by an informal caregiver.

Once you are Chronically Ill, your Elimination Period must be completed within a period of 730 days. You must satisfy your Elimination Period only once during the lifetime of the policy. The number of days in your Elimination Period is shown in your SCHEDULE OF BENEFITS.

"Employee" means a person who is employed by the Policyholder and who is in a class of persons eligible for coverage as determined by the Policyholder and is residing in the United States, its territories or possessions.

DEFINITIONS-2 (7/1/2005)

"Family Member" means you, your spouse, or domestic partner, or persons related to you, your spouse or domestic partner, including adopted, in-law and step relatives, such as a parent, grandparent, child, grandchild, brother, or sister.

"Grace Period" means the 45 days immediately following any Premium Due Date during which premium payment must be made.

"Home Care Monthly Benefit" means the selected Professional Home and Community Care or Total Choice Home Care Monthly Benefit as shown in your SCHEDULE OF
BENEFITS.

"Homemaker Services" means assistance with activities necessary to or consistent with your ability to remain living in your residence. Homemaker Services may be provided by skilled or unskilled persons but must be provided through a Licensed Home Health Care Agency or by a Licensed Home Health Care Professional. A Family Member cannot provide Homemaker Services, unless the Family Member is a regular employee of the Licensed Home Health Care Agency or Total Choice Home Care is shown in your SCHEDULE OF BENEFITS.

"Licensed Health Care Practitioner" means any Physician, a registered professional nurse, a licensed social worker, or any other individual who meets such requirements as may be prescribed by the Secretary of Treasury.

We will consider a person to be a Licensed Health Care Practitioner only when the person is performing tasks that are within the limits of the person's license, and such tasks are appropriate to the care of your Chronic Illness. We will not recognize a Family Member as a Licensed Health Care Practitioner for claims that you make to us under the policy.

"Licensed Health Care Practitioner's Certification" means a written certification provided by a Licensed Health Care Practitioner that you are unable to perform (without Substantial Assistance from another individual) two
(2) or more Activities of Daily Living for a period of at least 90 days, or that you require Substantial Supervision by another individual to protect you from threats to your health or safety due to Severe Cognitive Impairment.

"Licensed Home Health Care Agency" means:
- an organization that is licensed or certified by the appropriate licensing agency of the state where home care services will be provided; or certified as a home health care organization as defined under Medicare; or
- any other organization that meets all of the following tests:
- primarily provides nursing care and other therapeutic services;
- has standards, policies and rules established by a professional group which is associated with the organization;
- includes at least one (1) Physician or one (1) registered nurse; and
- includes a Plan of Care and a written record of care or services provided to be maintained for each person served by the organization; or
- a similar organization approved by us.

We will not recognize a Family Member as a Licensed Home Health Care Agency provider for claims that you make to us under the policy, unless the Family Member is a regular employee of the Licensed Home Health Care Agency or Adult Day Care Facility or Total Choice Home Care is shown in your SCHEDULE OF
BENEFITS.

"Licensed Home Health Care Professional" means a licensed therapist, a registered nurse, a licensed practical nurse, a licensed vocational nurse or a certified hospice caregiver operating within the scope of his or her license and/or certification. A Licensed Home Health Care Professional must provide services pursuant to a written Plan of Care and maintain patient records.

We will not recognize a Family Member as a Licensed Home Care Professional for claims that you make to us under the policy, unless Total Choice Home Care is shown in your SCHEDULE OF BENEFITS.

DEFINITIONS-3 (7/1/2005)

"Lifetime Maximum Benefit" means the total dollar amount of benefits that will be paid under the policy, as shown in your SCHEDULE OF BENEFITS, excluding any Additional Care Benefit. Your Lifetime Maximum Benefit will be adjusted to include any Benefit Increase or Inflation Protection increases, if applicable.

"Long Term Care Facility" (LTC Facility) means a facility (such as a nursing facility, an assisted living facility, a hospice facility, a rehabilitation facility, an Alzheimer's facility or a residential care facility) that provides skilled or intermediate nursing care and custodial care and is licensed by the appropriate federal or state agency to engage primarily in providing care and services sufficient to support your needs resulting from a Chronic Illness.

A LTC Facility must also:
- provide care 24 hours a day;
- provide three (3) meals a day, including special dietary requirements;
- have an employee on duty at all times who is awake, trained and ready to provide care;
- have formal arrangements for services of a Physician or nurse in the event of a medical emergency;
- be authorized to administer medication to patients on the order of a Physician; and
- have accommodations for at least three (3) inpatients in one (1) location; or
- be a facility that provides a formal program of care for terminally ill patients whose life expectancy is less than six (6) months, provided on an inpatient basis and directed by a Physician, such as a hospice facility; or
- be Medicare certified; or
- be a similar facility approved by us.

NOTE: If a facility has multiple licenses or purposes, a portion, ward, wing or unit thereof will qualify as a LTC Facility only if it:
- meets all of the above criteria;
- is authorized by its license, to the extent that licensing is required by law, to provide such care to inpatients; and
- is primarily engaged in providing not only room and board, but also care and services, which meet all of the above criteria.

A LTC Facility is NOT:
- a hospital or clinic;
- a sub-acute hospital or unit;
- a place which operates primarily for the treatment of alcoholism or drug addiction;
- the insured person's primary place of residence in an area used principally for independent residential living (including, but not limited to, boarding homes and adult foster care facilities); or
- a substantially similar establishment.

"LTC Facility Monthly Benefit" means the LTC Facility Monthly Benefit amount shown in your SCHEDULE OF BENEFITS.

"Physician" means a doctor of medicine or osteopathy licensed to practice medicine and surgery by the state in which he or she performs such function or action.

We will consider a person to be a Physician only when the person is performing tasks that are within the limits of the person's medical license, and such tasks are appropriate to the care of your Chronic Illness. We will not recognize a Family Member as a Physician for claims that you make to us under the policy.

"Plan of Care" means a written plan prescribed by a Licensed Heath Care Practitioner, based upon an assessment that evaluates your level of functional capacity. The Plan of Care must describe the necessary services to be performed, the frequency, the type of care, and the most appropriate providers for such care. The care described must be in accordance with acceptable medical and nursing standards of practice and must be appropriate for your Chronic Illness.

DEFINITIONS-4 (7/1/2005)

"Policyholder" means the entity to which the policy is issued.

"Policy Effective Date" means the date the policy begins. The Policy Effective Date is shown on the face page of the policy.

"Professional Home and Community Care Monthly Benefit" means the Professional Home and Community Care Monthly Benefit amount shown in your SCHEDULE OF BENEFITS.

"Professional Home and Community Care Services" means Qualified Long Term Care Services provided to you for at least one (1) hour or more per day by/through a Licensed Home Health Care Agency, by a Licensed Home Health Care Professional, or in an Adult Day Care Facility.

Professional Home and Community Care Services include:
- nursing care;
- physical, respiratory, occupational or speech therapy;
- Homemaker Services;
- hospice care; or
- other services pursuant to your Plan of Care.

Professional Home and Community Care Services does not include:
- care or services provided by a Family Member directly or through a Licensed Home Health Care Agency, an Adult Day Care Facility or by a Licensed Home Health Care Professional unless the Family Member is a regular employee of the Licensed Home Health Care Agency or Adult Day Care Facility; or
- care or services provided by a Family Member who is a Licensed Home Health Care Professional; or
- care in LTC Facility or in an acute care hospital or other location excluded by the policy.

"Qualified Long Term Care Services" means necessary diagnostic, preventive, therapeutic, curing, treating, mitigating and rehabilitative services, and maintenance or personal care services that are required by you. The services must be for your Chronic Illness and provided pursuant to a written Plan of Care; and you must obtain a Licensed Health Care Practitioner's Certification. You must be receiving Qualified Long Term Care Services in a Long Term Care (LTC) Facility or, if selected, receiving a Home Care Monthly Benefit.

"Respite Care" means short-term or periodic Qualified Long Term Care Services which are required to maintain your health or safety and to give temporary relief to your primary informal caregiver from his or her caregiving duties.

"Severe Cognitive Impairment" means a severe deterioration or loss in your short or long term memory; your orientation as to person, place, or time; or your deductive or abstract reasoning as reliably measured by clinical evidence and standardized tests. Such loss can result from a sickness, injury, advanced age, Alzheimer's disease, or similar form of dementia.

"Substantial Assistance" means stand-by or hands-on assistance without which you would not be able to safely and completely perform the ADL. Stand-by assistance means the presence of another person within arm's reach of you while you are performing the ADL. Hands-on assistance means physical assistance (minimal, moderate, or maximal) without which you would not be able to perform the ADL.

"Substantial Supervision" means continual supervision (which may include cueing by verbal prompting, gestures or other demonstrations) by another individual for the purpose of protecting you from threats to your health or safety.

"Temporary Layoff or Leave of Absence" means you are temporarily absent from Active Employment for a period of time that has been agreed to in advance in writing by the Policyholder.

DEFINITIONS-5 (7/1/2005)

Your normal vacation time or any period of Chronic Illness is not considered a Temporary Layoff or Leave of Absence.

"Total Choice Home Care Monthly Benefit" means the Total Choice Home Care Monthly Benefit amount shown in your SCHEDULE OF BENEFITS.

"Total Choice Home Care Services" means Qualified Long Term Care Services provided to you by anyone including a Family Member, by/through a Licensed Home Health Care Agency, by a Licensed Home Health Care Professional, in an Adult Day Care Facility or by an informal caregiver. Total Choice Home Care Services include:
- nursing care;
- physical, respiratory, occupation or speech therapy;
- Homemaker Services;
- hospice care; or
- other services pursuant to your Plan of Care.

Total Choice Home Care Services does not include:
- care in a LTC Facility;
- care in an acute care hospital; or
- care in other locations excluded by this policy.

The terms "you" and "your" refer to the insured named in your SCHEDULE OF BENEFITS. The insured cannot be changed.

"Unum", "we", "us", and "our" mean Unum Life Insurance Company of America.

DEFINITIONS-6 (7/1/2005)

OTHER SERVICES

ADDITIONAL CARE BENEFIT

Once you are eligible for a benefit payment you will have access to Additional Care designed to assist you in living at home or in other residential housing. You do not need to complete your Elimination Period for an Additional Care Benefit payment to begin. The Additional Care must be:
- appropriate for your Chronic Illness and conform with generally accepted medical standards;
- provided pursuant to a written Plan of Care;
- recommended by a Licensed Health Care Practitioner; and
- approved by us prior to receipt of Additional Care.

The Additional Care cannot be covered by other insurance or Medicare.

We will require verification of Additional Care received. We will pay the actual expenses you incur for Additional Care, up to the Additional Care Benefit Lifetime Maximum. The Additional Care Benefit Lifetime Maximum is shown in the
SCHEDULE OF BENEFITS.

The Additional Care Benefit:
- will be subject to written mutual agreement between you and us;
- may only be used for Additional Care as described under the policy;
- will not prejudice any payable claim for a covered Chronic Illness under the policy;
- will be restored under the Restoration of Benefits provision, if purchased;
- will reduce your Additional Care Benefit Lifetime Maximum;
- will not increase under any Benefit Increase or Inflation Protection benefit, if purchased; and
- will no longer be available once your Additional Care Benefit Lifetime Maximum has been reached.

If for any reason you do not wish to receive Additional Care, your benefits will continue according to the provisions of the policy.

WORDS THAT HAVE A SPECIAL MEANING IN THIS SECTION

"Additional Care" means special services, equipment or Caregiver Training designed to assist you in living at home or in other residential housing. Additional Care may include:
- assistance in locating long term care providers and caregivers in your area (this service is also available even if you are not eligible for benefits);
- a visit from a Licensed Health Care Practitioner who will develop your Plan of Care;
- a visit from a home safety expert who will assess your residence and offer suggestions for increased personal safety;
- purchase or rental of a medical alert service;
- purchase or rental of durable medical equipment;
- home modifications for your support; or
- Caregiver Training.

"Additional Care Benefit Lifetime Maximum" means the total dollar amount of benefits that will be paid as Additional Care Benefit under the policy, as shown in your SCHEDULE OF BENEFITS.

"Caregiver Training" means the training of an informal caregiver to care for you in your home or in other residential housing. An informal caregiver may be a Family Member, relative or friend. We will not pay for training someone who is a Licensed Home Health Care Professional. Training can occur while you are confined in a hospital or a LTC Facility, if the training will make it possible for you to return to your home or to other residential housing where you will be cared for by the informal caregiver who received the training.

SERVICES-1 (7/1/2005)

CLAIM INFORMATION

NOTICE OF CLAIM

You must notify us of your claim at our home office within 30 days of the date of Chronic Illness. The notice should include your name and the policy number. If it is not possible for you to give us notice within this time period, it must be given as soon as reasonably possible.

CLAIM FORM

We will send you our initial claim form and Authorization to Disclose Information when we receive your notice of claim. If you do not receive our forms within 15 days after notice of claim is given, you can send us written proof of claim without waiting for the forms.

HOW TO FILE A CLAIM

You or your authorized representative must fully complete the claim form, attaching additional pages if more space is needed, to fully describe your condition and care needs. The claim form and Authorization to Disclose Information must be signed by you, or by your authorized representative (such as a person to whom you have granted Power of Attorney).

PROOF OF CLAIM

You must, give us initial proof of claim, at your expense, no later than 90 days after the date your Chronic Illness begins. If it is not possible for you to give proof within this time limit, we will not reduce or deny your claim if proof is given as soon as reasonably possible. However, proof of claim must be given no later than one (1) year after the time proof is otherwise required, unless you are legally incapacitated.

The proof of your claim must include:
- the date your Chronic Illness began;
- the cause of your Chronic Illness;
- the extent of your Chronic Illness; including restrictions and limitations preventing you from performing the ADLs;
- a Licensed Health Care Practitioner's Certification;
- a copy of your Plan of Care;
- a Physician's statement and/or copies of relevant medical records from any Physician or health care provider involved in your care;
- the name and address of any hospital or institution where you received treatment, and/or the name and address of any health care provider who treated you, including all attending Physicians; and
- verification of care or services provided.

In addition to the claim form and the Authorization to Disclose Information, we may require, at our expense, that you or your caregiver provide or participate in one (1) or more of the following as proof of claim:
- an Assessment;
- a personal interview with you or review of your records by our representative at such time and with such frequency as we reasonably require;
- an independent medical examination or functional capacity evaluation. This may include related tests, as are reasonably necessary to the performance of the examination or evaluation by a Physician or specialist, appropriate for the condition at such time and place and with such frequency as we reasonably require. We reserve the right to select the examiner. We will pay for the examination, including the costs associated with your travel to the examination, if the examination cannot be conducted locally; and /or
- such other proof as we may deem necessary.

"Assessment" means a personal interview of you, done by us or our representative, to assist in the determination of your Chronic Illness at the time of your claim.

CLAIM-1 (7/1/2005)

We reserve the right to request additional information necessary to pur claim determination from you, your Physician, or other health care providers. You must promptly sign and return any forms we require in order to process your claim.

We will request proof of continued Chronic Illness or an updated written Plan of Care at intervals determined by us, but no more often than every 60 days.

You will also be required to submit a Licensed Health Care Practitioner's Certification every 12 months, as required under Section 7702B(b) of the Internal Revenue Code of 1986, as amended.

You or your representative(s) must respond within 30 days of the request for an updated Plan of Care, proof of continued Chronic Illness or additional information for us to continue to evaluate and process your claim. We reserve the right to deny your claim or stop sending you payments if the appropriate information is not submitted.

You or your representative(s) must notify us immediately when you are no longer Chronically Ill or you are no longer receiving Qualified Long Term Care Services.

WHEN CLAIMS ARE PAID

Benefits payable under the policy will be paid before the end of the month for each day for which you were entitled to benefits during the prior month. Benefit payments will end as provided in the TERMINATION OF BENEFITS provision.

TO WHOM CLAIMS ARE PAID

All benefits are payable directly to you unless at the time of claim you or your authorized representative have requested in writing that payment be made otherwise.

If you are eligible to receive a benefit and you die prior to receiving the benefit payment, any remaining benefits that are owed to you will be payable to your probate estate, if one has been established. In the event that there is no probate estate, the remaining benefits will be paid, at our option, to your Family Member or to another recipient deemed by us to be entitled to such benefits. If we pay benefits in good faith under this provision, we will have satisfied our obligations under the policy and will not have to pay such benefits again.

CLAIM OVERPAYMENT

If for any reason benefits have been paid for a period for which you were not entitled to benefits, repayment of the overpayment must be made to us within 45 days of the notice to you or your representative. We may recover any amounts not repaid by offsetting them against any amounts otherwise payable to you under the policy or by other reasonable means.

RIGHT OF APPEAL

You have the right to appeal any claim decision. Your appeal must be in writing and must be sent to us within 90 days of your denial notice.

We will notify you in writing if a claim or any part of a claim is denied. The denial letter will state:
- the specific reason(s) for the denial with reference to the applicable policy provision(s);
- a description of any additional material or information that is necessary to complete the claim;
- an explanation of why the additional material or information is necessary;
- a statement describing your access to documents; and
- a statement describing your appeal and legal rights to bring suit.

If you are not satisfied with the reason for the denial, you or your authorized representative may ask to have the claim reviewed by us. Your appeal must be in writing and should include all supporting

CLAIM-2 (7/1/2005)

materials or information that will help us to review the claim. We will review your appeal and all new information submitted, and notify you or your representative of our decision within 60 days of receiving the appeal. If special circumstances require an extension of time for processing, you will be notified of the reasons for the extension and the date by which we expect to make a decision. A decision shall be made no later than 120 days following receipt of the initial request for review. We can extend the time periods if we have not received needed information from you. In some cases, we may request that you provide additional information to assist in the review.

You or your authorized representative may request copies of those documents that are relevant to your claim.

CLAIM-3 (7/1/2005)

GENERAL INFORMATION

PREMIUM DUE DATES AND PAYMENTS

All premiums due for your coverage, including any adjustments, must be paid on or before the applicable Premium Due Date. Premium must be sent to us at 2211 Congress Street, Portland, Maine 04122 or at the address designated on the bill for that purpose. Premiums are payable in U.S. currency only.

GRACE PERIOD

If premium for your coverage is payroll deducted, your Grace Period is the 45 consecutive days that begin with the day a premium is due. Your coverage will remain in effect during that time. Termination of coverage will not prejudice any payable claim for a covered loss that begins prior to termination of coverage. There is no Grace Period for the first premium.

If premium for your coverage is billed directly to you and/or your designated representative by Unum, your Grace Period is the 30 consecutive day period that begins on the day you and/or your designated representative have been notified that premium is 30 days past due. Your coverage will remain in effect during that time. Notice will be given by first class United States mail, postage prepaid. You and/or your designated representative will be deemed to have received such notice five (5) days after the date of such mailing. Termination of coverage will not prejudice any payable claim for a covered loss that begins prior to termination of coverage. There is no Grace Period for the first premium.

If Unum, at its sole discretion, agrees to waive your Grace Period in any instance, such agreement will not preclude or prejudice enforcement of your Grace Period in any other instance.

REINSTATEMENT

If your coverage terminates because a premium is not paid by the end of the Grace Period, you may request to reinstate your coverage at any time after the policy's termination date.

In order to reinstate coverage, the following requirements must be met:
- you must complete a Long Term Care Insurance Application;
- we must approve your Long Term Care Insurance Application; and
- you must pay all unpaid premium.

If we approve your reinstatement application, we will reinstate your coverage as of the date it was terminated and all of its terms and conditions will apply. If we issue a prepayment agreement and do not approve or disapprove your Long Term Care Insurance Application within 45 days from the date of the prepayment agreement, we will reinstate your coverage on that 45th day. The effective date of the reinstatement will be the date your coverage terminated.

The reinstated coverage WILL NOT cover any Chronic Illness, which is excluded by name or description in the policy.

REINSTATEMENT OF TERMINATED COVERAGE DUE TO CHRONIC ILLNESS

If you become Chronically Ill and your coverage terminates because a premium is not paid by the end of the Grace Period, you may request to reinstate your coverage at any time after the policy's termination date.

In order to reinstate your coverage, the following requirements must be met:
- you must provide proof that your Chronic Illness began prior to the date your coverage terminated; and
- you must pay all unpaid premium.

INFORMATION-1 (7/1/2005)

If you meet these requirements, we will reinstate your coverage on the date your coverage terminated and all the terms and conditions of the policy will apply.

The reinstated coverage WILL NOT cover any Chronic Illness, which is excluded by name or description in the policy.

If the coverage is reinstated, the time periods applicable to this provision will be measured from the reinstatement date.

REINSTATEMENT AFTER MILITARY SERVICE

You have the right to place your coverage in suspension while you are on a Leave of Absence from the Policyholder for active military service. "Suspension" is a process of placing your coverage on inactive status. No premium payments are required while coverage is suspended, but there is no coverage during that period of time. A request to suspend coverage due to entering full-time, active military service must be made in writing and include the policy number.

If the duration of your active military service is five (5) years or less and you return to Active Employment with the Policyholder within 90 days of the end of that service, your coverage will be reactivated without evidence of insurability so long as the policy remains in force. You must complete a written election to restate and pay the required premium.

If you do not terminate your full-time active duty within five (5) years from the date your coverage was suspended, or you do not reactivate your coverage within 90 days following your return to Active Employment with the Policyholder, your coverage will be deemed terminated as of the date suspension began. If your coverage has terminated, you may re-apply for coverage with evidence of insurability by filling out the benefit election form and the Long Term Care Insurance Application so long as the policy remains in force.

WAIVER OF PREMIUM

After you have satisfied your Elimination Period, and while you are receiving benefits under the policy and any attachments, we will waive premium payments. However, premium payments will not be waived if you are only receiving Respite Care Benefits or Additional Care Benefits.

If benefits are no longer payable, you must resume premium payments. We will notify you of the amount of your next premium payment and the date it is due.

REFUND OF PREMIUM AFTER DEATH

If you die while insured under the policy, we will refund any pro rata portion of your premium paid covering the period after your death. We will make the refund within 30 days after we receive written notice of your death. Payment will be made to your estate.

REFUND OF PREMIUM DUE TO CANCELLATION OF COVERAGE

In the event your coverage under the policy is cancelled by you, we will, within 30 days of the effective date of such cancellation, refund the premium paid for any period beyond the end of the month following the date of cancellation of coverage.

CONTINGENT NON-FORFEITURE

If your premium rates increase to a level which results in a cumulative percentage increase in your annual premium over your initial annual premium, that is greater than or equal to the percentage shown in the chart below based on your original issue age, you may choose to do one (1) of the following:
(a) continue to pay the required premium;

INFORMATION-2 (7/1/2005)

(b) reduce your benefits provided by the current coverage without the requirement of underwriting so that your required premium payments are not increased;
(c) elect to convert your coverage within 120 days of the premium increase effective date to a paid up status with Contingent Non-Forfeiture; or
(d) terminate your group coverage within 120 days of the premium increase effective date and be automatically converted to Contingent Non-Forfeiture.

The percentage increase in premium does not include increases to premium due to changes you request be made to your Long Term Care insurance coverage.

If you stop making premium payments under (c) or (d) above, this means that the Certificate will continue automatically with the same level of benefits, except for a reduction in your Lifetime Maximum Benefit. Your Lifetime Maximum Benefit under this provision will be equal to the total premium paid up to the date you stopped paying premiums minus the total amounts of benefits already paid to you.

In no event will your Lifetime Maximum Benefit:
- be less than 30 days of your LTC Facility Monthly Benefit; or
- exceed that which would have been paid had you not stopped paying premiums.

If your coverage contains a Benefit Increase option, Inflation Protection Benefit option, Return of Premium at Death option and/or Restoration of Benefits option, no Benefit Increase, Inflation Protection Benefit, Return of Premium at Death or Restoration of Benefits will be made after the end of the period for which premiums were last remitted to us for your coverage.

TRIGGERS FOR A SUBSTANTIAL PREMIUM INCREASE

                    PERCENT INCREASE                    PERCENT INCREASE                       PERCENT INCREASE
                      OVER INITIAL        ISSUE          OVER INITIAL                            OVER INITIAL
  ISSUE AGE             PREMIUM            AGE              PREMIUM           ISSUE AGE            PREMIUM
29 and under              200%              66               48%                   79                 22%
   30-34                  190%              67               46%                   80                 20%
   35-39                  170%              68               44%                   81                 19%
   40-44                  150%              69               42%                   82                 18%
   45-49                  130%              70               40%                   83                 17%
   50-54                  110%              71               38%                   84                 16%
   55-59                   90%              72               36%                   85                 15%
     60                    70%              73               34%                   86                 14%
     61                    66%              74               32%                   87                 13%
     62                    62%              75               30%                   88                 12%
     63                    58%              76               28%                   89                 11%
     64                    54%              77               26%              90 and over             10%
     65                    50%              78               24%

MISSTATEMENT OF AGE

If your age has been misstated, any benefit payable will be changed to the amount which the premium paid would have bought for the correct age.

If we accept premium for coverage that we would not have issued or which would have ceased according to the correct age, our only liability is to refund the premium for the period not covered.

CLERICAL ERROR

Clerical error or omission by us will not:
- prevent you from receiving coverage or benefits;
- entitle you to receive coverage or benefits;

INFORMATION-3 (7/1/2005)

- affect the amount of your coverage; or
- cause your coverage to begin or continue when the coverage would not otherwise be effective.

CONFORMITY WITH FEDERAL STATUTES

We have designed the policy to meet the qualified long term care insurance requirements of Section 7702B(b) of the Internal Revenue Code of 1986, as amended. In the future if changes are needed to maintain the tax status of the policy, we will make every reasonable effort to amend the policy to maintain its tax status. The Policyholder will be given the opportunity to amend the policy in order to preserve its favorable federal income tax treatment. Your Certificate may be affected by any such amendments. If the required changes are not made, the policy and your coverage may lose their status as a qualified long term care insurance policy.

CONFORMITY WITH STATE STATUTES

Coverage under the policy may be amended as required to reflect the minimum requirements of applicable state law.

TAX NOTE

Since benefits are paid without regard to actual charges you incur, part of the benefit could be considered taxable income if they exceed the daily benefit amount limit prescribed under Section 7702B(b) of the Internal Revenue Code of 1986, as amended (referred to as a "Per Diem" limit). This "Per Diem" limit is indexed for inflation. You should consult with your tax advisor.

INFORMATION-4 (7/1/2005)

ADDITIONAL BENEFITS

Additional Benefits are optional provisions. The Additional Benefits available under the policy are described in this section. Refer to your SCHEDULE OF BENEFITS for any Additional Benefits you may have selected.

ADDL BEN-1 (7/1/2005)

BENEFIT INCREASE

If your coverage includes:

5% SIMPLE BENEFIT INCREASE

Your LTC Facility Monthly Benefit will increase each year on the Coverage Effective Date anniversary by 5% of your original LTC Facility Monthly Benefit. Increases will be automatic and will occur regardless of your health and whether or not you are eligible for or are receiving benefit payments under the policy and attached rider(s). Your premium will not increase due to automatic increases in your LTC Facility Monthly Benefit. Your remaining Lifetime Maximum Benefit Amount will also increase 5%.

In the event you decide to terminate this Benefit Increase prior to a benefit being paid, you have the right to purchase the inflated benefit amount at your original issue age or you can revert the benefit amount to the one you chose when you enrolled for this provision.

TERMINATION OF 5% SIMPLE BENEFIT INCREASE

Your Simple Benefit Increase will terminate on the earlier of:
- the day your coverage continues under any Non-Forfeiture Benefit; or
- the day any portion of your coverage terminates as provided in the Termination of Coverage provision.

ADDL BEN-2 (7/1/2005)

ERISA

ADDITIONAL SUMMARY PLAN DESCRIPTION INFORMATION

NAME OF PLAN:
AmSurg Corporation

NAME AND ADDRESS OF POLICYHOLDER:
AmSurg Corporation
20 Burton Hills Blvd #500
Nashville, Tennessee 37215

PLAN IDENTIFICATION NUMBER:
a. Policyholder IRS Identification #:62-1493316
b. Plan #:501

TYPE OF WELFARE PLAN:
Long Term Care

TYPE OF ADMINISTRATION:
The Plan is administered by the Plan Administrator. Benefits are administered by the insurer and provided in accordance with the insurance Policy issued to the Plan.

ERISA PLAN YEAR ENDS:

December 31

PLAN ADMINISTRATOR,
NAME, ADDRESS, AND TELEPHONE NUMBER:
AmSurg Corporation
20 Burton Hills Blvd Suite 500
Nashville, Tennessee 37215
(615)240-3836

AmSurg Corporation is the Plan Administrator and named fiduciary of the Plan, with authority to delegate its duties. The Plan Administrator may designate Trustees of the Plan, in which case the Administrator will advise you separately of the name, title and address of each Trustee.

AGENT FOR SERVICE OF LEGAL
PROCESS ON THE PLAN:
AmSurg Corporation
20 Burton Hills Blvd #500
Nashville, Tennessee 37215

Service of legal process may also be made upon the Plan Administrator, and any Trustee of the Plan.

FUNDING AND CONTRIBUTIONS:
The Plan is funded as an insured plan under Policy number 47819 011, issued by Unum Life Insurance Company of America, 2211 Congress Street, Portland, Maine 04122. Contributions to the Plan are made as stated in the "BENEFITS AT A GLANCE" section in the Certificate of Coverage.

ERISA-1 (7/1/2005)

POLICYHOLDER'S RIGHT TO AMEND THE PLAN

The Policyholder reserves the right, in it sole and absolute discretion, to amend, modify, or terminate, in whole or in part, any or all of the provisions of this Plan (including any related documents and underlying policies), at any time and for any reason or no reason. Any amendment, modification, or termination must be in writing and endorsed on or attached to the Plan.

POLICYHOLDER'S RIGHT TO REQUEST POLICY CHANGE

The Policyholder can request a Policy change. Only an officer or registrar of Unum can approve a change. The change must be in writing and endorsed on or attached to the Policy.

MODIFYING OR CANCELLING THE POLICY OR A PLAN UNDER THE POLICY

The Policy can be terminated:
- by Unum; or
- by the Policyholder.

Unum may terminate the Policy by written notice of at least 45 days if:
- fewer than 10 Employee are covered by the Policy;
- the Policyholder does not promptly give Unum any information that Unum requires; or
- the Policyholder fails to perform any of its obligations that relate to the Policy.

The Policy will automatically terminate if the Policyholder does not pay all the premiums due within the Grace period. The Policy will terminate at 12:00 midnight on the last day of the Grace Period.

The Policyholder must pay all of the premiums for the entire time that the Policy is in effect and will be liable to Unum for any premiums that it does not pay.

However, Unum cannot refuse to renew or otherwise terminate the Policy because the insured persons grow older or because of the insured persons' use of the benefits.

The Policyholder can terminate the Policy on any date if it delivers written notice to Unum at least 45 days before the termination date.

If the Policyholder and Unum both agree, the Policy may be terminated less than 45 days after the Policyholder or Unum gives notice of termination. However, the Policy will not be terminated during any period for which the Policyholder has paid the premium.

If the Policy is terminated, Unum will stay pay any payable claim for an insured person's Disability which began while this Policy was in effect.

HOW TO FILE A CLAIM

If you wish to file a claim for benefits, you should follow the claim procedures described in your group insurance certificate. Unum must receive a completed claim form. The form must be completed by you or your authorized representative. If you or your authorized representative have any questions about what to do, you or your authorized representative should contact Unum directly.

CLAIM PROCEDURES

The time periods provided in this section will apply to claims procedures under the Policy unless a shorter time is stated in the Policy or required under state law.

In the event that your claim is denied, either in full or in part, Unum will notify you in writing within 90 days after your claim form was filed. Under special circumstances Unum is allowed an additional period of not more than 90 days (180 days in total) within which to notify you of its decision. If such

ERISA-2 (7/1/2005)

an extension is required, you will receive a written notice from Unum indicating the reason for the delay and the date you may expect a final decision. Unum's notice of denial shall include:
- the specific reason or reasons for denial with reference to those plan provisions on which the denial is based;
- a description of any additional material or information necessary to complete the claim and why that material or information is necessary; and
- a description of the plan's procedures and applicable time limits for appealing the determination, including a statement of your right to bring suit in federal court.

Notice of determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with any applicable legal requirements.

APPEAL PROCEDURES

The time period provided in this section for submitting an appeal will apply unless a longer time period for submitting an appeal is stated in the Policy or required under state law.

The time period provided in this section for making a final appeal decision will apply unless a shorter time period for making a final appeal decision stated in the Policy.

If you or your authorized representative appeal a denied claim, it must be submitted within 90 days after you receive Unum's notice of denial. You have a right to:
- submit a request for review, in writing, to Unum;
- upon request and free of charge, reasonable access to and copies of, all relevant documents as defined by applicable U.S. Department of Labor regulations; and
- submit written comments, documents, records and other information relating to the claim to Unum.

Unum will make a full and fair review of the claim and all new information submitted, whether or not presented or available at the initial determination, and may require additional documents as it deems necessary or desirable in making such a review. A final decision on the review shall be made not later than 60 days following receipt of the written request for review. If special circumstances require an extension of time for processing, you will be notified of the reasons for the extension and the date by which the Plan expects to make a decision. If an extension is required due to your failure to submit the information necessary to decide the claim, the notice of extension will specifically describe the necessary information and the date by which you need to provide it to us. A 60-day extension of the appeal review period will begin after you have provided that information.

The final decision on review shall be furnished in writing and shall include the reasons for the decision with reference, again, to those Policy provisions upon which the final decision is based. It will also include a statement describing your access to documents and describing your right to bring civil suit under federal law.

Notices of the determination may be provided in written or electronic form. Electronic notices will be provided in a form that complies with any applicable legal requirements.

Unless there are special circumstances, this administrative appeal process must be completed before you begin any legal action regarding your claim.

YOUR RIGHTS UNDER ERISA

As a participant in this Plan you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

Examine, without charge, at the Plan Administrator's office and at other specified locations, all documents governing the Plan, including insurance contracts, and a copy of the latest annual report

ERISA-3 (7/1/2005)

(Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.

Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

Prudent Actions by Plan Fiduciaries

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Policyholder or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

Enforce Your Rights

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials. This does not apply if the materials were not sent because of reasons beyond the control of the Plan Administrator.

If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, (for example, if the courts find your claims frivolous) the court may order you to pay these costs and fees.

Assistance with Your Questions

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

ERISA-4 (7/1/2005)

DISCRETIONARY ACTS

In exercising its discretionary powers under the Plan, the Plan Administrator, or Unum as its designated Claims Administrator, will have the broadest discretion permissible under ERISA and any other applicable laws, and its decisions will constitute final review of your claim by the Plan. Benefits under this Plan will be paid only if the Plan Administrator, or Unum as its designated Claims Administrator, decides in its discretion that the applicant is entitled to them.

ERISA-5 (7/1/2005)

UNUMPROVIDENT'S COMMITMENT TO PRIVACY

UnumProvident understands your privacy is important. We value our relationship with you and are committed to protecting the confidentiality of nonpublic personal information (NPI). This notice explains why we collect NPI, what we do with NPI and how we protect your privacy.

COLLECTING INFORMATION

We collect NPI about our customers to provide them with insurance products and services. This may include telephone number, address, date of birth, occupation, income and health history. We may receive NPI from your applications and forms, medical providers, other insurers, employers, insurance support organizations, and service providers.

SHARING INFORMATION

We share the types of NPI described above primarily with people who perform insurance, business, and professional services for us, such as helping us pay claims and detect fraud. We may share NPI with medical providers for insurance and treatment purposes. We may share NPI with an insurance support organization. The organization may retain the NPI and disclose it to others for whom it performs services. In certain cases, we may share NPI with group policyholders for reporting and auditing purposes. We may share NPI with parties to a proposed or final sale of insurance business or for study purposes. We may also share NPI when otherwise required or permitted by law, such as sharing with governmental or other legal authorities. When legally necessary, we ask your permission before sharing NPI about you. Our practices apply to our former, current and future customers.

Please be assured we do not share your health NPI to market any product or service. We also do not share any NPI to market non-financial products and services. For example, we do not sell your name to catalog companies.

The law allows us to share NPI as described above (except health information) with affiliates to market financial products and services. The law does not allow you to restrict these disclosures. We may also share with companies that help us market our insurance products and services, such as vendors that provide mailing services to us. We may share with other financial institutions to jointly market financial products and services. When required by law, we ask your permission before we share NPI for marketing purposes.

When other companies help us conduct business, we expect them to follow applicable privacy laws. We do not authorize them to use or share NPI except when necessary to conduct the work they are performing for us or to meet regulatory or other governmental requirements.

UnumProvident companies, including insurers and insurance service providers, may share NPI about you with each other. The NPI might not be directly related to our transaction or experience with you. It may include financial or other personal information such as employment history. Consistent with the Fair Credit Reporting Act, we ask your permission before sharing NPI that is not directly related to our transaction or experience with you.

SAFEGUARDING INFORMATION

We have physical, electronic and procedural safeguards that protect the confidentiality and security of NPI. We give access only to employees who need to know the NPI to provide insurance products or services to you.

ACCESS TO INFORMATION

You may request access to certain NPI we collect to provide you with insurance products and services. You must make your request in writing and send it to the address below. The letter should include your full name, address, telephone number and policy number if we have issued a policy. If you request, we will send copies of the NPI to you. If the NPI includes health information, we may

GLB-1 (7/1/2005)

provide the health information to you through a health care provider you designate. We will also send you information related to disclosures. We may charge a reasonable fee to cover our copying costs.

This section applies to NPI we collect to provide you with coverage. It does not apply to NPI we collect in anticipation of a claim or civil or criminal proceeding.

CORRECTION OF INFORMATION

If you believe NPI we have about you is incorrect, please write to us. Your letter should include your full name, address, telephone number and policy number if we have issued a policy. Your letter should also explain why you believe the NPI is inaccurate. If we agree with you, we will correct the NPI and notify you of the correction. We will also notify any person who may have received the incorrect NPI from us in the past two years if you ask us to contact that person.

If we disagree with you, we will tell you we are not going to make the correction. We will give you the reason(s) for our refusal. We will also tell you that you may submit a statement to us. Your statement should include the NPI you believe is correct. It should also include the reason(s) why you disagree with our decision not to correct the NPI in our files. We will file your statement with the disputed NPI. We will include your statement any time we disclose the disputed NPI. We will also give the statement to any person designated by you if we may have disclosed the disputed NPI to that person in the past two years.

COVERAGE DECISIONS

If we decide not to issue coverage to you, we will provide you with the specific reason(s) for our decision. We will also tell you how to access and correct certain NPI.

CONTACTING US

For additional information about UnumProvident's commitment to privacy, please visit www.unumprovident.com/privacy or www.coloniallife.com or write to: Privacy Officer, UnumProvident Corporation, 2211 Congress Street, M347, Portland, Maine 04122. We reserve the right to modify this notice. We will provide you with a new notice if we make material changes to our privacy practices.

UnumProvident Corporation is providing this notice to you on behalf of the following insuring companies: Unum Life Insurance Company of America, First Unum Life Insurance Company, Provident Life and Accident Insurance Company, Provident Life and Casualty Insurance Company, Colonial Life & Accident Insurance Company, The Paul Revere Life Insurance Company and The Paul Revere Variable Annuity Insurance Company.

UnumProvident is the marketing brand of, and refers specifically to, UnumProvident Corporation's insuring subsidiaries. (c) 2003 UnumProvident Corporation. The name and logo combination is a service mark of UnumProvident Corporation. All rights reserved.

GLB-2 (7/1/2005)

(UNUMPROVIDENT LOGO)

UNUMPROVIDENT'S NOTICE OF PRIVACY PRACTICES

For Long Term Care, Cancer Assistance, Certain Medical Coverages and other Health Plans* Pursuant to the Health Insurance Portability and Accountability Act ("HIPAA")

THIS NOTICE DESCRIBES HOW MEDICAL INFORMATION ABOUT YOU MAY BE USED AND
DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION.
PLEASE REVIEW IT CAREFULLY.

UNUMPROVIDENT UNDERSTANDS THE IMPORTANCE OF YOUR PRIVACY

This Notice describes your rights concerning "protected health information" ("PHI") about you. PHI is information that may identify you and that relates to
(a) your past, present, or future physical or mental health or condition or (b) the past, present or future payment for your health care.

UnumProvident is committed to preserving the confidentiality of PHI about its customers and in accordance with the requirements of the law, we pledge to:

- maintain the privacy of PHI about you

- provide you with a notice of our legal duties and privacy practices with respect to PHI

- abide by the terms of our current notice of privacy practices

It may be necessary to change the terms of this Notice in the future. We reserve the right to make changes and to make the new notice effective for all PHI that we maintain about you, including PHI we created or maintained in the past. If we make material changes to our privacy practices, copies of revised notices will be mailed to all policyholders then covered by a health plan.

USES AND DISCLOSURES OF PHI FOR TREATMENT, PAYMENT OR OPERATIONS

- For Treatment - UnumProvident is not a health care provider and does not engage in "treatment" of individuals as a health care provider (a doctor, for example) would. Accordingly, although we are permitted to use or disclose PHI about you for treatment purposes, we do not do so.

- For Payment - We may use and disclose PHI about you in order to obtain premiums or to determine or fulfill our responsibility to provide you with insurance coverage or benefits under your policy. For example, we may use or disclose PHI about you in order to determine whether you are eligible for coverage or to decide your claim for benefits under your policy.

- For Health Care Operations - We may use and disclose PHI about you in order to operate our business. For example, we use PHI about you in order to underwrite your insurance policy.

* A "health plan" under the HIPAA Standards for Privacy of Individually Identifiable Health Information is an individual or group plan that provides or pays the cost of medical care.

HIPAA-1 (7/1/2005)

USES AND DISCLOSURES IN SPECIAL CIRCUMSTANCES

PUBLIC HEALTH ACTIVITIES. We may disclose PHI about you in order to notify public health authorities of public health risks, such as potential exposure to a communicable disease, or to report child abuse or neglect.

HEALTH OVERSIGHT ACTIVITIES. We may disclose PHI about you to a health oversight agency for oversightactivities, including for investigations relating to possible insurance fraud.

JUDICIAL AND ADMINISTRATIVE PROCEEDINGS. We may disclose PHI in the course of a judicial or administrative proceeding, such as in response to a subpoena, discovery request or other lawful process.

LAW ENFORCEMENT. We may disclose PHI to law enforcement, for purposes such as reporting a crime on our premises or in an emergency. We may also disclose to law enforcement or a correctional facility PHI relating to inmates as necessary for health, safety and security.

PREVENTION OF SERIOUS HARM. We may use or disclose PHI about you if we believe it is necessary to prevent or lessen serious harm (abuse, neglect, or domestic violence) to you or to other potential victims.

SERIOUS THREAT TO HEALTH/SAFETY. We may use or disclose PHI when it is necessary to prevent or lessen a serious and imminent threat to the health or safety of a person or the public.

SPECIALIZED GOVERNMENT FUNCTIONS. We may use or disclose PHI about you for certain government functions, including but not limited to military and veterans' activities and national security and intelligence activities.

WORKERS' COMPENSATION. We may disclose PHI about you in order to comply with workers' compensation laws.

RESEARCH ORGANIZATIONS. We may disclose PHI to research organizations if the organization has satisfied certain conditions about protecting the privacy of PHI.

PLAN SPONSORS. We may disclose PHI to the plan sponsor of a group health plan for plan administrative functions if the plan documents contain provisions concerning restrictions on how the plan sponsor may use or further disclose PHI.

RELATED BENEFITS AND SERVICES. We may contact you to inform you of benefits or services related to your policy that may be of interest to you.

DECEDENTS. We may disclose PHI to a coroner, medical examiner, or funeral director to permit them to carry out their legal duties.

DONATION/TRANSPLANTATION. We may use or disclose PHI for the purpose of facilitating organ, eye or tissue donation and transplantation.

BUSINESS ASSOCIATES. We may disclose PHI to our business associates, such as our third-party administrators, accountants, or attorneys if those business associates have signed a written agreement concerning appropriate uses and disclosures of PHI.

INVOLVEMENT IN INDIVIDUAL'S CARE. We may disclose PHI about you to a family member, close personal friend or other person identified by you if directly relevant to that person's involvement with your care or payment related to your health care.

NOTIFICATION OF LOCATION/CONDITION. We may use or disclose PHI to give notice or assist in giving notice of your location, general condition or death to a family member, personal representative or another person responsible for your care.

HIPAA-2 (7/1/2005)

DISCLOSURES REQUIRED BY LAW. We will use and disclose PHI about you when we are required to do so by federal, state, or local law.

In the event applicable law, other than HIPAA, prohibits or materially limits our uses and disclosures of PHI, as described above, we will restrict our uses or disclosure of PHI in accordance with the more stringent standard.

USES AND DISCLOSURES OF PHI MADE ONLY WITH YOUR WRITTEN AUTHORIZATION

Other uses and disclosure of PHI about you will be made only with your written authorization, unless otherwise permitted or required by law as described in this notice. You may revoke your written authorization, at any time, in writing, except to the extent we have taken action in reliance on that written authorization before you have revoked it. You may not revoke your authorization to the extent that other law provides us with the right to contest a claim under the policy or the policy itself, if the authorization was obtained as a condition of obtaining insurance coverage.

YOUR RIGHTS

RIGHT TO A PAPER COPY OF THIS NOTICE. An electronic copy of this Notice is available on our website, www.unumprovident.com. If you would like to have another paper copy of this Notice, send a written request to the UnumProvident Privacy Officer.

INSPECTION AND COPYING. You have the right to access your information; Certain requests for access to your PHI must be in writing, must state that you want access to your PHI and must be signed by you or your representative (e.g., requests for medical records provided to us directly from your health care provider). You have the right, upon written notice, to inspect and copy certain PHI that may be used to make decisions about your insurance coverage, including medical records and billing records, but not including psychotherapy notes. We may deny your request to inspect and/or copy in certain limited circumstances; however, you may request a review of our denial.

AMENDMENT. You may ask us to amend PHI about you (as long as the information is kept by or for us) if you believe it is incorrect or incomplete. Such requests must be in writing to the Privacy Officer and must include a reason for the request. If your request and a reason supporting the request are not submitted in writing, we may deny your request.

ALTERNATIVE CONTACT INFORMATION. You have the right to receive communications of PHI about you from us in a certain manner or at a certain location, so long as the request is reasonable under the circumstances. For example, you may prefer to have mail from us sent to your work address rather than to your home. Submit requests for an alternative method of contact in writing to the Privacy Officer.

REQUESTING RESTRICTIONS. You have the right to request restrictions on our use or disclosure of PHI about you. We are not required to agree to your request. If we do agree, however, we are bound by our agreement except when otherwise required by law, in emergencies, or when the information is necessary for your treatment. Your request must clearly and concisely describe (a) the information you wish restricted; (b) whether you are requesting to limit our use, disclosure or both; and (c) to whom you want the limits to apply.

ACCOUNTING. You have the right to request an "accounting of disclosures." An "accounting of disclosures" is a list of certain disclosures we have made of PHI about you other than disclosures you authorized and other than disclosures made for treatment, payment or operations. The request must be in writing. The first request for an accounting that you make within a 12-month period is free; however, we may charge you for additional requests within the same 12-month period. We will notify you of the costs of the additional requests, and you may withdraw your request before incurring any costs.

HIPAA-3 (7/1/2005)

COMPLAINTS. If you believe your privacy rights have been violated, you may file a complaint with us or with the Secretary of Health and Human Services. All complaints must be submitted in writing. We will not penalize you for filing such a complaint.

In order to exercise any of your rights as set forth in this Notice, please write to:

Privacy Officer UnumProvident Corporation 2211 Congress Street, M385 Portland, ME 04122

For further information about matters covered by this notice, please contact the Privacy Office at the above address or call 1 (800) 227-4165 if you are a Long Term Care customer or 1 (800) 635-5597 if you are a Cancer Assistance customer.

UnumProvident Corporation is providing this notice to you on behalf of the following insuring companies: Unum Life Insurance Company of America, First Unum Life Insurance Company, Provident Life and Accident Insurance Company, Provident Life and Casualty Insurance Company, The Paul Revere Life Insurance Company and The Paul Revere Variable Annuity Insurance Company. UnumProvident is the marketing brand of, and refers specifically to, UnumProvident Corporation's insuring subsidiaries.

Effective Date of This Notice: April 14, 2003

G-73568-MM (4-03)

HIPAA-4 (7/1/2005)

NOTICE CONCERNING COVERAGE
LIMITATION AND EXCLUSIONS UNDER THE LIFE AND
HEALTH INSURANCE GUARANTY ASSOCIATION ACT

Residents of Tennessee who purchase life insurance, annuities or health insurance should know that the insurance companies licensed in this state to write these types of insurance are members of the Tennessee Life and Health Insurance Guaranty Association. The purpose of this association is to assure that policyholders will be protected, within limits, in the unlikely event that a member insurer becomes financially unable to meet its obligations. If this should happen, the guaranty association will assess its other member insurance companies for the money to pay the claims of insured persons who live in this state and, in some cases, to keep coverage in force. The valuable extra protection provided by these insurers through the guaranty association is not unlimited, however. This protection is not a substitute for consumers' care in selecting companies that are well-managed and financially stable.

The state law that provides for this safety-net coverage is called the Tennessee Life and Health Insurance Guaranty Association Act. The following is a brief summary of this law's coverages, exclusions and limits. This summary does not cover all provisions of the law; nor does it in any way change anyone's rights or obligations under the act or the rights or obligations of the guaranty association.

COVERAGE

Generally, individuals will be protected by the Life and Health Insurance Guaranty Association if they live in this state and hold a life or health insurance contract, or an annuity, or if they are insured under a group insurance contract, issued by a member insurer authorized to conduct business in Tennessee. The beneficiaries, payees or assignees of insured persons are protected as well, even if they live in another state.

EXCLUSIONS FROM COVERAGE

However, persons holding such policies are not protected by this Association if:

- they are eligible for protection under the laws of another state (this may occur when the insolvent insurer was incorporated in another state whose guaranty association protects insureds who live outside that state);
- the insurer was not authorized to do business in this state;
- their policy was issued by a nonprofit hospital or medical service organization (the "Blues"), an HMO, a fraternal benefit society, a mandatory state pooling plan, a mutual assessment company or similar plan in which the policyholder is subject to future assessments, or by an insurance exchange.

The association also does not provide coverage for:

- any policy or portion of a policy which is not guaranteed by the insurer or for which the individual has assumed the risk, such as a variable contract sold by prospectus;
- any policy of reinsurance (unless an assumption certificate was issued);
- interest rate yields that exceed an average rate;
- dividends;
- credits given in connection with the administration of a policy by a group contractholder;
- employers' plans to the extent they are self-funded (that is, not insured by an insurance company, even if an insurance company administers them);
- unallocated annuity contracts (which give rights to group contractholders, not individuals), unless qualified under Section 403(b) of the Internal Revenue Code, except that, even if qualified under Section 403(b), unallocated annuities issued to employee benefit plans protected by the federal Pension Benefit Guaranty Corporation are not covered.

GUAR-1 (7/1/2005)

LIMITS ON AMOUNT OF COVERAGE

The act also limits the amount the Association is obligated to pay out; the association cannot pay more than what the insurance company would owe under a policy or contract. Also, for any one insured life, the association will pay a maximum of $300,000 no matter how many policies and contracts that were with the same company, even if they provided different types of coverage. Within this overall $300,000 limit, the association will not pay more than $100,000 in cash surrender values, $100,000 in health insurance benefits, $100,000 in present value of annuities, or $300,000 in life insurance death benefits - again, no matter how many policies and contracts there were with the same company, and no matter how many different types of coverages.

................................................................................

The Tennessee Life and Health Insurance Guaranty Association may not provide coverage for this policy. If coverage is provided, it may be subject to substantial limitations or exclusions, and require continued residency in Tennessee. You should not rely on coverage by the Tennessee Life and Health Insurance Guaranty Association in selecting an insurance company or in selecting an insurance policy.

Coverage is NOT provided for your policy or any portion of it that is not guaranteed by the insurer or for which you have assumed the risk, such as a variable contract sold by prospectus.

Insurance companies or their agents are required by law to give or send you this notice. However, insurance companies and their agents are prohibited by law from using the existence of the, Guaranty Association to induce you to purchase any kind of insurance policy.

The Tennessee Life and Health Insurance Guaranty Association 1200 One Nashville Place 150 4th Avenue North Nashville, Tennessee 37219-2433

Tennessee Department of Commerce and Insurance 500 James Robertson Parkway Nashville, Tennessee 37243

GUAR-2 (7/1/2005)

EXHIBIT 11

AMSURG CORP.
EARNINGS PER SHARE
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004

The following is a reconciliation of the numerator and denominators of basic and diluted earnings per share (in thousands, except per share amounts):

                                                         THREE MONTHS ENDED JUNE 30,                SIX MONTHS ENDED JUNE 30,
                                                   --------------------------------------    ---------------------------------------
                                                                                   PER                                       PER
                                                    EARNINGS         SHARES       SHARE       EARNINGS         SHARES       SHARE
                                                   (NUMERATOR)   (DENOMINATOR)    AMOUNT     (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                                   -----------   -------------   --------    -----------   -------------   ---------
2005:
Net earnings from continuing operations per
  common share (basic).......................      $     9,986          29,537   $   0.34    $    18,685          29,494   $    0.63
Effect of dilutive securities options........                -             628                         -             600
                                                   -----------   -------------               -----------   -------------

  Net earnings from continuing operations
     per common share (diluted)..............      $     9,986          30,165   $   0.33    $    18,685          30,094   $    0.62
                                                   ===========   =============               ===========   =============

Net earnings per common share (basic)........      $     9,682          29,537   $   0.33    $    18,334          29,494   $    0.62
Effect of dilutive securities options........                -             628                         -             600
                                                   -----------   -------------               -----------   -------------

  Net earnings per common share (diluted)....      $     9,682          30,165   $   0.32    $    18,334          30,094   $    0.61
                                                   ===========   =============               ===========   =============

2004:
Net earnings from continuing operations per
  common share (basic).......................      $     7,823          30,238   $   0.26    $    15,669          30,198   $    0.52
Effect of dilutive securities options........                -             624                         -             649
                                                   -----------   -------------               -----------   -------------

  Net earnings from continuing operations
      per common share (diluted).............      $     7,823          30,862   $   0.25    $    15,669          30,847   $    0.51
                                                   ===========   =============               ===========   =============

Net earnings per common share (basic)........      $     8,234          30,238   $   0.27    $    17,854          30,198   $    0.59
Effect of dilutive securities options........                -             624                         -             649
                                                   -----------   -------------               -----------   -------------

  Net earnings per common share (diluted)....      $     8,234          30,862   $   0.27    $    17,854          30,847   $    0.58
                                                   ===========   =============               ===========   =============

EXHIBIT 31.1

CERTIFICATIONS

I, Ken P. McDonald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AmSurg Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting, that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 8, 2005

                                    By /s/  Ken P. McDonald
                                       -----------------------------
                                    Name:  Ken P. McDonald
                                    Title: President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATIONS

I, Claire M. Gulmi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of AmSurg Corp.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 8, 2005

                                  By /s/  Claire M. Gulmi
                                     -----------------------------
                                  Name:  Claire M. Gulmi
                                  Title: Senior Vice President, Chief Financial
                                         Officer and Secretary

EXHIBIT 32.1

AMSURG CORP.

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AmSurg Corp. (the "Company") on Form 10-Q for the period ending June 30, 2005, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ken P. McDonald
-------------------------------------
Ken P. McDonald
President and Chief Executive
Officer of the Company

August 8, 2005

/s/ Claire M. Gulmi
-------------------------------------
Claire M. Gulmi
Senior Vice President,
Chief Financial
Officer and Secretary
of the Company

August 8, 2005


Tennessee		62-1493316
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)


20 Burton Hills Boulevard
Nashville, TN		37215
(Address of principal executive offices)		(Zip code)


	June 30,		December 31,
	2005		2004

Assets

Current assets:
Cash and cash equivalents	$	17,093	$	14,992
Accounts receivable, net of allowance of $5,581 and $5,119, respectively		44,342		39,224
Supplies inventory		4,898		4,517
Deferred income taxes		854		854
Prepaid and other current assets		9,859		13,731


Total current assets		77,046		73,318

Long-term receivables and investments		8,288		9,703
Property and equipment, net		79,950		73,519
Intangible assets, net		299,155		268,615


Total assets	$	464,439	$	425,155


Liabilities and Shareholders’ Equity

Current liabilities:
Current portion of long-term debt	$	2,194	$	1,228
Accounts payable		5,892		9,013
Accrued salaries and benefits		6,047		5,784
Other accrued liabilities		1,473		991


Total current liabilities		15,606		17,016

Long-term debt		96,907		86,682
Deferred income taxes		30,383		26,120
Other long-term liabilities		1,907		1,478
Minority interest		43,972		39,710
Preferred stock, no par value, 5,000,000 shares authorized, no shares issued or outstanding		—		—
Shareholders’ equity:
Common stock, no par value, 70,000,000 shares authorized, 29,578,464 and 29,420,428 shares outstanding, respectively		129,719		126,538
Retained earnings		145,945		127,611


Total shareholders’ equity		275,664		254,149


Total liabilities and shareholders’ equity	$	464,439	$	425,155


	Six Months Ended
	June 30,
	2005			2004

Cash flows from operating activities:
Net earnings	$	18,334		$	17,854
Adjustments to reconcile net earnings to net cash flows provided by operating activities:
Minority interest		38,870			34,195
Distributions to minority partners		(36,254	)		(33,823	)
Depreciation and amortization		7,561			6,338
Deferred income taxes		4,263			3,042
(Gain) loss on sale of interests in surgery centers		400			(2,069	)
Loss on long-term note receivable		—			1,100
Increase (decrease) in cash and cash equivalents, net of effects of acquisitions and dispositions, due to changes in:
Accounts receivable, net		(4,531	)		(2,372	)
Supplies inventory		(281	)		(160	)
Prepaid and other current assets		4,460			1,525
Accounts payable		(3,166	)		(2,487	)
Accrued expenses and other liabilities		1,116			1,420
Other, net		105			1,622


Net cash flows provided by operating activities		30,877			26,185

Cash flows from investing activities:
Acquisition of interests in surgery centers		(30,679	)		(24,048	)
Acquisition of property and equipment		(11,660	)		(10,381	)
Proceeds from sale of interests in surgery centers		323			4,700
Decrease in long-term receivables and investments		1,395			124


Net cash flows used in investing activities		(40,621	)		(29,605	)

Cash flows from financing activities:
Proceeds from long-term borrowings		60,653			34,141
Repayment on long-term borrowings		(52,010	)		(32,564	)
Net proceeds from issuance of common stock		2,549			2,161
Proceeds from capital contributions by minority partners		1,066			902
Financing cost incurred		(413	)		(115	)


Net cash flows provided by financing activities		11,845			4,525


Net increase in cash and cash equivalents		2,101			1,105
Cash and cash equivalents, beginning of period		14,992			14,258


Cash and cash equivalents, end of period	$	17,093		$	15,363


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004

Applied assumptions:
Weighted average fair value of options at the date of grant	$	5.54		$	4.93		$	5.29		$	5.56
Dividend		—			—			—			—
Expected life of options in years		4			4			4			4
Forfeiture rate		15.0	%		15.0	%		15.0	%		15.0	%
Average risk-free interest rate		3.8	%		3.9	%		3.7	%		3.0	%
Volatility rate		31.9	%		35.0	%		31.1	%		36.0	%

Net earnings from continuing operations:
As reported	$	9,986		$	7,823		$	18,685		$	15,669
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(800	)		(794	)		(1,576	)		(1,593	)


Pro forma	$	9,186		$	7,029		$	17,109		$	14,076


Net earnings:
As reported	$	9,682		$	8,234		$	18,334		$	17,854
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(800	)		(794	)		(1,576	)		(1,593	)


Pro forma	$	8,882		$	7,440		$	16,758		$	16,261


Net earnings from continuing operations per common share:
Basic as reported	$	0.34		$	0.26		$	0.63		$	0.52
Basic pro forma	$	0.31		$	0.23		$	0.58		$	0.47
Diluted as reported	$	0.33		$	0.25		$	0.62		$	0.51
Diluted pro forma	$	0.31		$	0.23		$	0.57		$	0.46

Net earnings per common share:
Basic as reported	$	0.33		$	0.27		$	0.62		$	0.59
Basic pro forma	$	0.30		$	0.25		$	0.57		$	0.54
Diluted as reported	$	0.32		$	0.27		$	0.61		$	0.58
Diluted pro forma	$	0.29		$	0.24		$	0.56		$	0.53

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents


Part I
	Item 1.	Financial Statements	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	17

Part II
	Item 1.	Legal Proceedings	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Submission of Matters to a Vote of Security Holders	17
	Item 5.	Other Information	18
	Item 6.	Exhibits	18

	Signature		19
Ex-10.1 Supplemental Executive Retirement Savins Plan, as amended
EX-10.2 AMSURG CORP. LONG TERM CARE PLAN
Ex-11 Earnings Per Share
Ex-31.1 Section 302 Certification of the CEO
Ex-31.2 Section 302 Certification of the CFO
Ex-32.1 Section 906 Certification of the CEO & CFO