AMSURG CORP
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>7
<FILENAME>g67550ex10-11.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.11


                                     AMSURG

                             SUPPLEMENTAL EXECUTIVE

                             RETIREMENT SAVINGS PLAN

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>

<S>                                                                             <C>
INTRODUCTION                                                                     1-1
     1.01     Establishment and Name of Plan.....................................1-1
     1.02     Intent and Status of Plan..........................................1-1

DEFINITIONS                                                                      2-1

ELIGIBILITY AND PARTICIPATION                                                    3-1
     3.01     Participation......................................................3-1
     3.02     Termination of Participation.......................................3-1

DEFERRED COMPENSATION ACCOUNTS                                                   4-1
     4.01     Deferred Compensation Account......................................4-1
     4.02     Elective Deferral Amounts..........................................4-1
     4.03     Employer Amounts...................................................4-2
     4.04     Investment Credits.................................................4-2
     4.05     Vesting of Accounts................................................4-3

DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS                                   5-1
     5.01     In General.........................................................5-1
     5.02     Time and Form of Distribution......................................5-1
     5.03     In-Service Withdrawals.............................................5-1
     5.04     Committee Decision.................................................5-2
     5.05     Payments After Participant's Death.................................5-2
     5.06     Designation of Beneficiaries.......................................5-2

FINANCING AND UNFUNDED STATUS                                                    6-1
     6.01     Costs Borne by the Participating Companies.........................6-1
     6.02     Source of Benefit Payments and Medium of Financing the Plan........6-1
     6.03     Unfunded Status....................................................6-1

ADMINISTRATION                                                                   7-1
     7.01     General Administration.............................................7-1
     7.02     Committee Procedures...............................................7-1
     7.03     Facility of Payment................................................7-1
     7.04     Indemnification of Committee Members...............................7-1

PARTICIPATING COMPANY PARTICIPATION                                              8-1
     8.01     Adoption of Plan...................................................8-1
     8.02     Participating Company Accounting...................................8-1
     8.03     Withdrawal from the Plan by Participating Company..................8-1

AMENDMENT AND TERMINATION OF PLAN                                                9-1
     9.01     Amendment and Termination..........................................9-1

GENERAL PROVISIONS                                                              10-1
     10.01    Limitation of Rights..............................................10-1
     10.02    No Assignment or Alienation of Benefits...........................10-1
     10.03    Successors........................................................10-1
     10.04    Governing Law.....................................................10-1
     10.05    Headings..........................................................10-1
     10.06    Gender and Number.................................................10-1
     10.07    Severability of Provisions........................................10-2
</TABLE>

<PAGE>   3

                                    ARTICLE 1

                                  INTRODUCTION

1.01     ESTABLISHMENT AND NAME OF PLAN.

         AmSurg Corporation hereby establishes, as of the Effective Date, an
         unfunded, deferred compensation plan primarily for the purpose of
         providing deferred compensation for a select group of management or
         highly compensated employees of the Participating Companies, entitled
         the "AmSurg Supplemental Executive Retirement Savings Plan."

1.02     INTENT AND STATUS OF PLAN.

         The Plan is intended to be an unfunded plan maintained by the
         Corporation and any Participating Companies primarily for the purpose
         of providing deferred compensation for a select group of management or
         highly compensated employees (and intended to be within the exemptions
         therefor in, without limitation, sections 201(2), 301(a)(3), 401(a)(1)
         and 4021(b)(6) of ERISA and section 2520.104-23 of the Labor
         Regulations). The Plan is intended to be "unfunded" for purposes of
         both ERISA and the Code. The Plan is not intended to be qualified as a
         qualified plan under section 401(a) of the Code; rather, the Plan is
         intended to be a "nonqualified" plan.

                                       1-1

<PAGE>   4

                                    ARTICLE 2

                                   DEFINITIONS

         Each following word, term and phrase shall have the following
         respective meanings whenever such word, term or phrase is capitalized
         and used in any Article of this Plan unless the context clearly
         indicates otherwise:

2.01     "BASIC COMPENSATION" means the portion of a Participant's Compensation
         that is not Bonus Compensation.

2.02     "BOARD" means the Board of Directors of the Corporation.

2.03     "BONUS COMPENSATION" means the portion of a Participant's Compensation
         that is paid in the form of a bonus.

2.04     "CHANGE IN CONTROL" means the happening of any of the following:

          (i)  any person or entity, including a "group" as defined in Section
               13(d)(3) of the Exchange Act, other than the Corporation or a
               wholly-owned subsidiary thereof or any employee benefit plan of
               the Corporation or any of its subsidiaries, becomes the
               beneficial owner of the Corporation's securities having 35% or
               more of the combined voting power of the then outstanding
               securities of the Corporation that may be cast for the election
               of directors of the Corporation (other than as a result of an
               issuance of securities initiated by the Corporation in the
               ordinary course of business); or

         (ii)  as the 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 Corporation or any
               successor corporation or entity entitled to vote generally in the
               election of the directors of the Corporation or such other
               corporation or entity after such transaction are held in the
               aggregate by the holders of the Corporation's securities entitled
               to vote generally in the election of directors of the Corporation
               immediately prior to such transaction; or

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

2.05     "CODE" means the Internal Revenue Code of 1986, as amended from time
         to time.

2.06     "COMMITTEE" means the Compensation Committee of the Corporation. If no
         such Committee has been appointed, then the term Committee shall mean
         the Board of Directors of the Corporation.

2.07     "COMPENSATION" means the cash compensation which is earned and
         otherwise payable in a given Compensation Deferral Period to a
         Participant.

                                       2-1

<PAGE>   5

2.08     "COMPENSATION DEFERRAL AGREEMENT" means the written agreement to defer
         Compensation contemplated by Article 4 hereof executed by the
         Participant.

2.09     "COMPENSATION DEFERRAL DATE" means the Effective Date in the initial
         Plan Year, and January 1 in each calendar year thereafter.

2.10     "COMPENSATION DEFERRAL PERIOD" means the period beginning on the
         Effective Date and ending on December 31, 2000 (the initial Plan Year),
         and the twelve (12) consecutive month period beginning on each January
         1 and ending on each following December 31 thereafter (the calendar
         year).

2.11     "CORPORATION" means AmSurg Corporation, a Tennessee corporation and any
         business organization or corporation into which AmSurg Corporation may
         be merged or consolidated or by which it may be succeeded.

2.12     "DEFERRED COMPENSATION ACCOUNT" means the separate book reserve account
         established by the Participating Company pursuant to Article 4 of this
         Plan for each Participant to which shall be credited (added) the
         Participant's share of any Elective Deferral Amounts and Employer
         Amounts; and from which any distributions, any hardship withdrawal
         distributions, and any forfeitures shall be subtracted; and which shall
         be adjusted for the hypothetical earnings thereon as described in
         Section 4.04 hereof. All amounts (including investments, any assets
         represented thereby and hypothetical earnings) which are credited to
         such Deferred Compensation Account are credited solely for computation
         purposes and are at all times assets of the Participating Company and
         subject to the claims of the Participating Company's general creditors.
         A Participant's Deferred Compensation Account shall be utilized solely
         as a device for the determination and measurement of the amounts
         (subject to vesting provisions in this Plan) to be paid as deferred
         compensation benefits to the Participant or his beneficiary pursuant to
         the Plan. Any Eligible Employee or Participant shall not have at any
         time any interest in or to such Deferred Compensation Account or in any
         investment or asset thereof. A Participant's Deferred Compensation
         Account shall not constitute or be treated as a trust or trust fund of
         any kind. For purposes of administrative convenience and for purposes
         of certain provisions of this Plan, each Participant's Deferred
         Compensation Account shall be divided into the following subaccounts or
         parts:

         Part I   attributable to Elective Deferral Amounts pursuant to
                  Section 4.02 hereof;

         Part II  attributable to Employer Amounts pursuant to Section 4.03
                  hereof.

2.13     "DISABILITY" means a physical or mental condition of a Participant
         resulting in:

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

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

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

         Whether or not a Participant meets any of the above conditions will be
         determined solely and exclusively by the Committee.

                                       2-2

<PAGE>   6

2.14     "DISTRIBUTION DATE" means the earlier of (a) the date that is as soon
         as administratively possible after the date as elected by the
         Participant in his Compensation Deferral Agreement, and (b) the date of
         a Change in Control.

2.15     "EFFECTIVE DATE" means July 1, 2000, the date the Plan is established.

2.16     "ELECTIVE DEFERRAL AMOUNTS" means amounts deferred by a Participant
         pursuant to Section 4.02.

2.17     "ELIGIBLE EMPLOYEE" means any employee of the Participating Company who
         is at the executive level of Vice President or higher.

2.18     "EMPLOYER AMOUNTS" means amounts contributed by a Participating Company
         pursuant to Section 4.03.

2.19     "ERISA" means the Eligible Employee Retirement Income Security Act of
         1974, as amended from time to time.

2.20     "PARTICIPANT" means an Eligible Employee participating in the Plan
         pursuant to the provisions of Article 3 hereof.

2.21     "PARTICIPATING COMPANY" means the Corporation and any subsidiary or
         affiliate of the Corporation which adopts the Plan with the
         Corporation's consent as described in Section 8.01.

2.22     PLAN" means this AmSurg Supplemental Executive Retirement Savings Plan
         as established and set forth herein (together with any and all
         supplements hereto), and as amended from time to time.

2.23     "PLAN YEAR" means the period beginning on the Effective Date and ending
         on December 31, 2000 (the initial Plan Year), and the twelve (12)
         consecutive month period being on each January 1 and ending on each
         following December 31 thereafter (the calendar year).

2.24     "VALUATION DATE" means the last day of each calendar year, or such
         other dates as the Committee, in its discretion, may designate.

                                       2-3

<PAGE>   7

                                    ARTICLE 3

                          ELIGIBILITY AND PARTICIPATION

3.01     PARTICIPATION.

         Each Eligible Employee shall become a Participant in the Plan as of the
         date that they become an Eligible Employee or, if later, the Effective
         Date.

3.02     TERMINATION OF PARTICIPATION.

         Participation in the Plan shall terminate when a Participant's
         employment with the Participating Company terminates for any reason or
         upon the occurrence of any other event which causes either the
         forfeiture of all benefits payable hereunder or the commencement of
         payment of a benefit hereunder, other than a hardship distribution
         described in Section 5.03.

                                       3-1

<PAGE>   8

                                    ARTICLE 4

                         DEFERRED COMPENSATION ACCOUNTS

4.01     DEFERRED COMPENSATION ACCOUNT.

         The Participating Company shall establish and maintain for each
         Participant or former Participant under the Plan a book reserve account
         (the Deferred Compensation Account as defined in Section 2.12 hereof)
         for the purposes of determining deferred compensation payable to the
         Participant. Separate subaccounts shall be maintained as provided in
         Section 2.12 consisting of Part I (attributable to Elective Deferral
         Amounts pursuant to Section 4.02 hereof) and Part II (attributable to
         Employer Amounts pursuant to Section 4.03 hereof). Such Deferred
         Compensation Accounts (and subaccounts or parts thereof) shall be
         governed by the provisions of this Article 4.

4.02     ELECTIVE DEFERRAL AMOUNTS.

         Elective deferral of Compensation by Participants under the Plan is
         governed by the provisions of this Section. Elective Deferral Amounts
         shall be fully vested at all times.

         (a)   Compensation Elective Deferrals. The following provisions apply
               to elective deferral of Compensation by Participants under the
               Plan.

               (i)    Compensation Deferral Elections by Participants. With
                      respect to a Compensation Deferral Period, a Participant
                      may make an election prior to the Compensation Deferral
                      Date on which such Compensation Deferral Period begins to
                      defer a specified percentage of the Basic Compensation and
                      a separate specified percentage of the Bonus Compensation
                      which would otherwise be payable by the Participating
                      Company to the Participant during the Compensation
                      Deferral Period beginning on such Compensation Deferral
                      Date. Any such election shall be made on a Compensation
                      Deferral Agreement which is duly executed by the
                      Participant and which is delivered by such Participant to
                      the Committee before such Compensation Deferral Date and
                      may not be revoked, changed or modified for and during the
                      applicable Compensation Deferral Period.

              (ii)    Compensation Deferral Elections by Certain New
                      Participants. In the case of an Eligible Employee who
                      first becomes eligible to participate in the Plan during a
                      Compensation Deferral Period, such an Eligible Employee
                      may make an election no later than thirty (30) days
                      following the date such Eligible Employee first becomes
                      eligible to participate in the Plan to defer a specified
                      percentage of the Basic Compensation and a separate
                      specified percentage of the Bonus Compensation which would
                      otherwise be earned by such Eligible Employee and be
                      payable by the Participating Company after the later of
                      (i) the date the Eligible Employee first becomes eligible
                      to participate in the Plan or (ii) the date such
                      Compensation Deferral Agreement is received by the
                      Committee and during the remainder of the Compensation
                      Deferral Period. Any such election shall be made on a
                      Compensation Deferral Agreement which is duly executed by
                      the Eligible Employee and which is delivered by such
                      Eligible Employee to the Committee no later than thirty
                      (30) days following the date the Eligible Employee first
                      becomes eligible to participate in the Plan, and may not
                      be revoked, changed or modified for and during the
                      applicable Compensation Deferral Period. If such Eligible
                      Employee does not make any such




                                       4-1

<PAGE>   9
                      election, such Eligible Employee may make an election
                      under Section 4.02(a) with respect to the next
                      Compensation Deferral Period (or later Compensation
                      Deferral Periods) pursuant to the applicable provisions.

             (iii)    Limitations on Percentage Amounts. A Participant may elect
                      to make a deferral of up to five percent (5%) of the
                      Participant's annual Basic Compensation and up to five
                      percent (5%) of the Participant's Bonus Compensation
                      otherwise payable to him.


             (iv)     Continuation and Irrevocability of Election. Any election
                      by a Participant or Eligible Employee pursuant to
                      subsection 4.02(a)(i) or 4.02(a)(ii) (and any subsequent
                      election) will continue until (A) the Compensation
                      Deferral Period commencing after the date the Participant
                      or Eligible Employee delivers to the Employer a written
                      notice to suspend future deferrals of Compensation under
                      the Plan, (B) the Compensation Deferral Period commencing
                      after the date on which the Participant delivers a new
                      Compensation Deferral Agreement modifying his previous
                      election to the Employer, (C) the Participant or Eligible
                      Employee is no longer designated as eligible to
                      participate in the Plan, (D) the Participant or Eligible
                      Employee terminates employment with the Employer, or (E)
                      the Plan is amended or terminated such that the Plan no
                      longer permits deferrals of Compensation. Any deferral
                      election to defer Compensation shall be irrevocable with
                      respect to any Compensation covered by such election,
                      including the Compensation earned and otherwise payable in
                      the Deferral Compensation Period in which the written
                      notice suspending the prior election or the new election
                      on a Compensation Deferral Agreement modifying the prior
                      election is delivered to the Employer.

         (b)   Withholding and Crediting of Elective Deferral Amounts. The
               Participating Company shall withhold the specified percentage
               amounts deferred by the Participant hereunder from the
               Compensation which is otherwise payable to the Participant. The
               Committee shall credit amounts equal to such withheld amounts to
               the Participant's Deferred Compensation Account.

4.03     EMPLOYER AMOUNTS.

         At the discretion of the Board, other amounts (as deferred
         compensation), if any, may be credited to Part II of a Participant's
         Deferred Compensation Account in such amount or amounts and at such
         time or times as the Board may in its sole discretion determine. Any
         such amounts shall constitute "Employer Amounts" for purposes of this
         Plan.

4.04     INVESTMENT CREDITS.

         (a)   At the time the Participant first becomes a Participant, the
               Participant shall specify in such form as may be prescribed by
               the Committee the investment funds in which the Participant's
               account balances shall be deemed to be invested for purposes of
               adjusting such account balances to reflect income, gains, losses
               and expenses in accordance with subsection 4.04(b).

         (b)   As of each Valuation Date, each Participant's Deferred
               Compensation Account will be credited with income and gains and
               charged with losses, expenses and distributions equal to the
               amount by which the Deferred Compensation Account would have been
               credited or charged since the prior Valuation Date (in the manner
               described below) had the Participant's Deferred Compensation
               Account been invested in the investment funds (as defined below)
               selected by the Participant in accordance with the Participant's
               investment election. The adjustments made as of each Valuation
               Date to the Participant's Deferred Compensation Account shall be
               made in any equitable, uniform and nondiscriminatory manner as
               the Committee, in its sole discretion, may direct, provided that
               such method is selected for the purpose of recognizing the timing
               of contributions, withdrawals, distributions, forfeitures or
               other temporal events affecting the subaccount values. The
               "investment funds" shall consist of two or more mutual funds
               designated by the Committee, in its sole discretion, for
               Participant's investment elections. The Committee may, in its
               sole discretion, designate additional investment funds or
               terminate existing investment funds. A Participant must make an
               investment election at such times and in such manner as required
               by the Committee. The investment election shall designate the
               portion of the Participant's Deferred Compensation Account which
               is to be treated as invested in each available investment fund. A
               Participant's investment election shall remain in effect until
               the Participant files a change in investment election with the
               Committee. A Participant may change his investment election with
               respect to amounts deferred following the change in investment
               election and, separately, with respect to the investment
               allocation of the Participant's existing Deferred Compensation
               Account, as the Participant may elect. A change in investment
               election must be made in such manner as prescribed by the
               Committee. A change in investment election


                                      4-2
<PAGE>   10

               will become effective as soon as administratively feasible
               following the Committee's receipt of the change in investment
               election; provided that the Committee receives the change in
               investment election no later than such date as may be required by
               the Committee. If a Participant fails to make an investment
               election under the Plan, the Participant's account shall be
               deemed invested in such default investment fund as the Committee
               may designate. A Participant's account shall continue to be
               adjusted under this subsection 4.04(b) until completely
               distributed in accordance with the Participant's initial
               election.

4.05     VESTING OF ACCOUNTS.

         Participants' Deferred Compensation Accounts will be vested as
         described in this Section 4.05.

         Part I of a Participant's Deferred Compensation Account will always be
         fully vested. Employer Amounts contributed to Part II of the
         Participant's Deferred Compensation Account for a Plan Year and any
         investment credits attributable to those amounts shall become vested
         based on a five year vesting schedule beginning with the Plan Year for
         which the Employer Amounts are made. The following vesting schedule
         will apply separately to each Plan Year's Employer Amounts (and
         investment credits attributable to those amounts pursuant to Section
         4.04):


<TABLE>
<CAPTION>
                      Plan Year*                    Vested Percentage
                      ----------                    -----------------
                      <S>                           <C>
                        Year 1**                           20%
                        Year 2                             40%
                        Year 3                             60%
                        Year 4                             80%
                        Year 5                            100%
</TABLE>

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

         **    Plan Year for which these Employer Amounts are made.



         Notwithstanding the foregoing, Part II of the Participant's Deferred
         Compensation Account 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 by a Participating
               Company on such date;

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

         (c)   the date of the Participant's Disability, provided the
               Participant is actively employed by a Participating Company on
               such date;

         (d)   the date of termination of the Plan, pursuant to Article 9
               hereof;

         (e)   the date of withdrawal from the Plan of the Participant's
               Participating Company pursuant to Section 8.03 hereof;



                                      4-3
<PAGE>   11

         (f)   the date of a Change of Control.

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







                                      4-4
<PAGE>   12

                                    ARTICLE 5

                 DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS

5.01     IN GENERAL.

         The benefits to be paid as deferred compensation are governed by the
         provisions of this Article 5. A Participant whose employment with the
         Participating Companies terminates for any reason shall be entitled to
         distribution of benefits pursuant to this Article, subject to the
         provisions of Article 7.

5.02     TIME AND FORM OF DISTRIBUTION.

         At the time of a Participant's initial eligibility to participate, the
         Participant must specify the form and time of payment. The Participant
         may elect a different form of payment and a different Distribution Date
         for amounts attributable to each year's deferred compensation. The
         Participant may elect to receive payments in a single lump sum or in
         approximately equal annual installments over a term certain as elected
         by the Participant upon his entry into the Plan; provided, that the
         Participant may change the method of payment with the consent of the
         Committee by filing a written election with the Committee at least one
         year prior to the Distribution Date. Payment of such benefit shall
         commence as of the Distribution Date, and shall be made on each
         anniversary of such date for the remainder of the term certain. The
         amount of each annual installment shall be adjusted as of the Valuation
         Date immediately preceding the date as of which such annual installment
         shall be paid for additions to the Participant's account pursuant to
         Section 4.04. Such adjustment shall be made by dividing the balance in
         his Deferred Compensation Account as of such date (following adjustment
         as of such date) by the number of annual installments remaining to be
         paid hereunder; provided, that the last annual installment due
         hereunder shall be the entire amount credited to the Participant's
         account on the date of payment.

5.03     IN-SERVICE WITHDRAWALS.

         At the time of a Participant's initial eligibility to participate and
         at such other time as may be allowed by the Committee, the Participant
         may elect that a designated amount of his Deferred Compensation Account
         shall be withdrawn at the time designated by the Participant. The
         withdrawal may only be from contributions which are attributable to
         periods after the election is made, including investment credits on
         those contributions. In addition, the Committee may, in its sole
         discretion, commence distribution of benefits from the vested portion
         of a Participant's Deferred Compensation Account at any date earlier
         than that provided in Section 5.02 based on a determination of an
         unforeseeable financial emergency. A Participant may withdraw in cash
         the vested portion of the balance of his deferral account needed to
         satisfy the unforeseeable financial emergency, to the extent that the
         unforeseeable financial emergency may not be relieved:

         (a)   through reimbursement or compensation by insurance or otherwise;
               or

         (b)   by liquidation of the Participant's assets, to the extent the
               liquidation of such assets would not itself cause severe
               financial hardship.

         An "unforeseeable financial emergency" is a severe financial hardship
         to the Participant resulting from:



                                      5-1
<PAGE>   13

         (1)   a sudden and unexpected illness or accident of the Participant
               or of a dependent of the Participant;

         (2)   loss of the Participant's property due to casualty; or

         (3)   such other similar extraordinary and unforeseeable circumstances
               arising as a result of events beyond the control of the
               Participant as determined by the Committee.

         A withdrawal on account of an unforeseeable financial emergency shall
         be paid as soon as administratively possible following the date on
         which the Committee approves the withdrawal.

         Notwithstanding the foregoing, any hardship distributions shall be made
         in such amounts and for such periods of time as may be considered
         necessary by the Committee to meet the conditions of such financial
         hardship; provided, however, that in no event will amounts in excess of
         the remaining value of the Participant's Deferred Compensation Account
         become payable to the Participant.

5.04     COMMITTEE DECISION.

         Any decision to be made by the Committee under this Article 5 with
         respect to the distribution of benefits with respect to a Participant
         or former Participant under this Plan shall be made by the Committee,
         but such Participant shall exclude himself therefrom for purposes of
         those decisions if such Participant is a member of the Committee.

5.05     PAYMENTS AFTER PARTICIPANT'S DEATH.

         If the Participant dies before his benefit under the Plan has been
         distributed to him, then the deferred compensation benefits otherwise
         payable with respect to such Participant under the Plan shall be paid
         in a lump sum to the beneficiary or beneficiaries designated by the
         Participant.

5.06     DESIGNATION OF BENEFICIARIES.

         The Participant may designate in writing (on a form provided by the
         Committee and delivered to the Committee before his death) primary and
         contingent beneficiaries to receive any deferred compensation benefit
         payments which may be payable hereunder following the Participant's
         death and the proportions in which such beneficiaries are to receive
         such payments. The Participant may change such designation from time to
         time, and the last written designation delivered to the Committee prior
         to the Participant's death will control. If the Participant fails to
         specifically designate such a beneficiary, or if no designated
         beneficiary survives the Participant, or if all designated
         beneficiaries who survive the Participant die before all payments are
         made, then the remaining payments shall be made to the Participant's
         surviving spouse if such spouse is then living; if such spouse is not
         living, then to the executors or administrators of the estate of the
         Participant. The Committee may determine the identity of such persons
         and shall incur no responsibility by reason of the payment of such
         interest in accordance with any such determination made in good faith.




                                      5-2
<PAGE>   14

                                    ARTICLE 6

                          FINANCING AND UNFUNDED STATUS

6.01     COSTS BORNE BY THE PARTICIPATING COMPANIES.

         The costs of administration of the Plan shall be borne by the
         Participating Companies. However, the Committee may elect to charge
         some or all of the Plan costs to the accounts of Participants.

6.02     SOURCE OF BENEFIT PAYMENTS AND MEDIUM OF FINANCING THE PLAN.

         The Corporation shall maintain one or more grantor trusts ("trust") to
         hold assets to be used for payment of benefits under the Plan. The
         assets of the trust with respect to benefits payable to the employees
         of each Participating Company shall remain the assets of such
         Participating Company subject to the claims of its general creditors.
         Any payments by a trust of benefits provided to a Participant under the
         Plan shall be considered payment by the Participating Company and shall
         discharge the Participating Company of any further liability under the
         Plan for such payments.

6.03     UNFUNDED STATUS.

         This Plan is intended to be unfunded for purposes of both ERISA and the
         Code.




                                      6-1
<PAGE>   15

                                    ARTICLE 7

                                 ADMINISTRATION

7.01     GENERAL ADMINISTRATION.

         The Committee shall administer the Plan. If the Board does not appoint
         a Committee, the Board shall administer the Plan and all references to
         the Committee shall mean the Board. The Committee shall be the plan
         administrator of the Plan and in general shall be responsible for the
         management and administration of the Plan. The Committee shall have
         full power to administer the Plan in all of its details (including
         establishing claims procedures and other rules), subject to applicable
         requirements of law. No member of the Committee who is an Eligible
         Employee of the Participating Companies shall receive compensation for
         his services to the Plan. The Committee shall have such duties and
         powers as may be necessary to discharge its duties under this Plan.

         The fiscal records of the Plan shall be maintained on the basis of the
         Plan Year.

7.02     COMMITTEE PROCEDURES.

         The Committee may act at a meeting or in writing without a meeting. The
         Committee may adopt such by-laws and regulations as it deems desirable
         for the conduct of its affairs. All decisions shall be made by majority
         vote. No member of the Committee who is at any time a Participant in
         this Plan shall vote in a decision of the Committee (whether in a
         meeting or by written action) made specifically and uniquely with
         respect to such member of the Committee or amount, payment, timing,
         form or other aspect of the benefits of such Committee member under
         this Plan.

7.03     FACILITY OF PAYMENT.

         Whenever, in the Committee's opinion, a person entitled to receive any
         payment of a benefit or installment thereof hereunder is under a legal
         disability or is incapacitated in any way so as to be unable to manage
         his financial affairs, the Committee may direct payments to such person
         or to his legal representative or to a relative or friend of such
         person for his benefit, or the Committee may direct the payment for the
         benefit of such person in such manner as the Committee considers
         advisable. Any payment of a benefit or installment thereof in
         accordance with the provisions of this Section shall be a complete
         discharge to the Committee and the Participating Companies of any
         liability for the making of such payment under the provisions of the
         Plan.

7.04     INDEMNIFICATION OF COMMITTEE MEMBERS.

         The Participating Companies shall indemnify and hold harmless each
         member of the Committee against any and all liability, claims, damages
         and expense (including all expenses reasonably incurred in his defense
         in the event that the Participating Companies fail to provide such
         defense upon his written request) which the Committee member may incur
         while acting in good faith in the administration of the Plan.





                                      7-1
<PAGE>   16

                                    ARTICLE 8

                       PARTICIPATING COMPANY PARTICIPATION

8.01     ADOPTION OF PLAN.

         Any subsidiary or affiliate of the Corporation may, with the approval
         of the Corporation and under such terms and conditions as the Committee
         may prescribe, adopt the Plan by filing with the Corporation a
         resolution of its Board of Directors to that effect. The Corporation
         may amend the Plan as necessary or desirable to reflect the adoption of
         the Plan by an employer, provided however, that an adopting employer
         shall not have the authority to amend or terminate the Plan under
         Article 9.

8.02     PARTICIPATING COMPANY ACCOUNTING.

         If a trust is established pursuant to Section 6.02, the Committee shall
         maintain a bookkeeping account in the name of each Participating
         Company which, pursuant to rules established by the Committee, will
         reflect:

         (a)   deposits made by that Participating Company to the trust;

         (b)   income, losses, and appreciation or depreciation in the value of
               trust assets resulting from investment of the trust to the extent
               such items are attributable to such Participating Company's
               deposits;

         (c)   payments made from the trust to Participants employed or formerly
               employed by that Participating Company (or to their
               beneficiaries) in the form of benefits payable to them under the
               Plan, or to its creditors; and

         (d)   any other amounts charged to that Participating Company's
               account, including its share of compensation and expenses.

8.03     WITHDRAWAL FROM THE PLAN BY PARTICIPATING COMPANY.

         Any such Participating Company shall have the right, at any time, upon
         the approval of and under such conditions as may be provided by the
         Committee, to withdraw from the Plan by delivering to the Committee
         written notice of its election so to withdraw. Upon receipt of such
         notice by the Committee, the portion of the deferral account of
         Participants and beneficiaries attributable to amounts deferred while
         the Participants were Eligible Employees of such withdrawing
         Participating Company, plus any net earnings, gains and losses on such
         amounts, shall be distributed from the trust at the direction of the
         Committee in cash at such time or times as the Committee, in its sole
         discretion, may deem to be in the best interest of such Eligible
         Employees and their beneficiaries. To the extent the amounts held in
         the trust for the benefit of such Participants and beneficiaries are
         not sufficient to satisfy the Participating Company's obligation to
         such Participants and their beneficiaries accrued on account of their
         employment with the Participating Company, the remaining amount
         necessary to satisfy such obligation shall be an obligation of the
         Participating Company, and the Corporation and the other Participating
         Companies shall have no further obligation to such Participants and
         beneficiaries with respect to such amounts.




                                      8-1
<PAGE>   17

                                    ARTICLE 9

                        AMENDMENT AND TERMINATION OF PLAN

9.01     AMENDMENT AND TERMINATION.

         The Committee may amend or terminate the Plan (without the consent of
         any Participant, former Participant or beneficiary) at any time,
         provided that such amendment does not decrease or divest any then
         Participant or former Participant of the amounts in his Deferred
         Compensation Account as of the date of amendment.





                                      9-1
<PAGE>   18

                                   ARTICLE 10

                               GENERAL PROVISIONS

10.01    LIMITATION OF RIGHTS.

         Neither the establishment of this Plan nor any amendment thereof, nor
         the payment of any benefits, will be construed as giving to any
         Eligible Employee, Participant, beneficiary, or other person any legal
         or equitable right against the Participating Companies, except as
         provided herein. Neither the establishment of this Plan nor any
         amendment thereof, nor the payment of benefits, nor any action taken
         with respect to this Plan shall confer upon any person the right to be
         continued in the employment of the Participating Companies or
         subsidiaries or affiliates.

10.02    NO ASSIGNMENT OR ALIENATION OF BENEFITS.

         The rights of a Participant, former Participant, beneficiary or any
         other person to payment of benefits under this Plan shall not be
         assigned, transferred, anticipated, conveyed, pledged or encumbered
         except by will or the laws of descent or distribution; nor shall any
         such right be in any manner subject to levy, attachment, execution,
         garnishment or any other seizure under legal, equitable or other
         process for payment of any debts, judgments, alimony, or separate
         maintenance, or reached or transferred by operation of law in the event
         of bankruptcy, insolvency or otherwise. Provided, however, that a
         Participant shall have the right to designate in writing and in
         accordance with the provisions of Section 5.07 hereof primary and
         contingent beneficiaries to receive benefit payments subsequent to the
         death of the Participant.

10.03    SUCCESSORS.

         The provisions of this Plan shall be binding upon and inure to the
         benefit of the Corporation, its successors, and assigns, and each
         Participant and his heirs, executors, administrators and legal
         representatives. The term successors as used herein shall include any
         corporate or other business entity which shall, whether by merger,
         consolidation, purchase or otherwise, acquire all or substantially all
         of the assets of the Corporation, and successors of any such
         corporation or other business entity.

10.04    GOVERNING LAW.

         Except to the extent Federal law is controlling, the provisions of this
         Plan shall be interpreted and construed according to the laws of the
         State of Tennessee to the extent not preempted by applicable law.

10.05    HEADINGS.

         The headings and subheadings of articles and sections are included
         solely for convenience of reference, and if there be any conflict
         between such headings and the text of the Plan, then the text of the
         Plan shall control.

10.06    GENDER AND NUMBER.

         Whenever any words are used herein in the masculine, feminine or
         neutral gender, they shall be construed as though they were also used
         in another gender in all cases where they would so apply,




                                      10-1
<PAGE>   19

         and whenever any words are used herein in the singular or plural form,
         they shall be construed as though they were also used in the other
         form in all cases where they would so apply.

10.07    SEVERABILITY OF PROVISIONS.

         The provisions of this Plan are severable, and should any provision be
         ruled illegal, unenforceable or void, all other provisions not so ruled
         shall remain in full force and effect.

         IN WITNESS WHEREOF, the Corporation has caused this Plan to be duly
executed for and on behalf of the Corporation by its duly authorized officers on
this the 20th day of June, 2000.

                                     AMSURG CORPORATION



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



                                     Title: Senior Vice-President
                                            ----------------------------------







ATTEST:

/s/ Lynn A. Catt
-----------------------------



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