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                                                                    EXHIBIT 10.2

                                  SYMBION, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                              EFFECTIVE MAY 1, 2005

                               I. NAME AND PURPOSE

      Symbion, Inc. (the "Company") desires to provide for deferred compensation
for certain employees of the Company and its Affiliates. Accordingly, the
Company has established this Symbion, Inc. Supplemental Executive Retirement
Plan (the "Plan") to enable the Company to attract and retain persons of
outstanding competence. This Plan is to be an unfunded plan of deferred
compensation providing benefits on an individual account basis. This Plan is
intended to cover a select group of management or highly compensated employees,
within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and is
intended to be exempt from Parts 2, 3, and 4 of Title I of ERISA. The Plan shall
continue indefinitely until it is terminated by an amendment permissible under
Section 7.3.

      The Company intends that the Plan be established and operated in a manner
that is consistent with the requirements of section 409A of the Code so that
compensation income is deferred until the time of inclusion that is elected or
otherwise specified herein. The Plan shall be operated in compliance with
section 409A of the Code and Treasury Regulations promulgated thereunder. The
Company intends to take such further actions that are required, desirable or
appropriate to ensure compliance with section 409A of the Code, including the
adoption of Plan amendments to include features necessitated under the Code or
Treasury Regulations. All elections made hereunder are subject to such amendment
of the Plan that is required under section 409A of the Code.

                                 II. DEFINITIONS

      When used in this Plan, the following terms will have the meanings set
forth below:

      2.1 "Account" means the bookkeeping entry maintained on the books of the
Company to account for credits of deferred compensation and other amounts
specified under Article III. The Account shall not be connected to any
particular fund or asset.

      2.2 "Affiliate" means a subsidiary of the Company or any other business
entity that is substantially owned or controlled by the Company, directly or
indirectly.

      2.3 "Beneficiary" shall mean the individual or individuals designated
pursuant to Section 5.4. Provided, however, if a Participant is married at the
time of death, the Participant's spouse shall be the Beneficiary unless the
spouse has consented in writing and in accordance with procedures established by
the Committee to the designation of another Beneficiary.

      2.4 "Board" means the board of directors of the Company.

      2.5 "Change in Control" means a "Change in Control Event" as described in
IRS Notice 2005-1 Q/A 11-14 and as may be superseded by Treasury Regulations.

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      2.6 "Code" means the Internal Revenue Code of 1986, as amended.

      2.7 "Committee" means the compensation committee of the Board; provided,
however, that the chief executive officer or secretary of the Company are
authorized to act on behalf of the Committee with respect to general actions
that are necessary or appropriate for the administration of the Plan, but may
not select individuals to participate in the Plan without the specific direction
or ratification of the Committee. The Committee may delegate some or all of its
administrative authority to a person or committee. After the occurrence of a
Change in Control, the members of the Committee shall continue to be the
individuals who were Committee members immediately prior to the Change in
Control.

      2.8 "Company" means Symbion, Inc. and its successors.

      2.9 "Contribution" means an amount that is credited to a Participant's
Account as the result of a Deferral election pursuant to Section 3.2 or as the
result of amounts credited by the Company pursuant to Section 3.3. A
Contribution may, but need not, be represented by a deposit by the Company to a
grantor trust or fund established by the Company to satisfy its liabilities
hereunder.

      2.10 "Deferral" means a portion of a Participant's compensation and/or
bonus earned in a certain period that a Participant has elected to receive a
later date pursuant to the terms of this Plan.

      2.11 "Disability" means a condition that results in a Participant (i)
being unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, or (ii) by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than three months under any
accident and health plan covering employees of the Participant's employer.

      2.12 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      2.13 "Normal Retirement Date" means the date a Participant retires from
the Company and has attained age 60.

      2.14 "Participant" means an individual who satisfies the eligibility
requirements of Section 3.1 and who makes a Deferral election pursuant to
Section 3.2.

      2.15 "Plan Year" means the 12 consecutive month period beginning on
January 1 of each year, provided that the initial Plan Year shall be the period
from May 1, 2005 until December 31, 2005.

      2.16 "Savings Plan" means the Symbion 401(k) Retirement Savings Plan.

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                      III. ELIGIBILITY AND BENEFIT ACCRUALS

      3.1 Eligibility. Eligibility for participation in the Plan is limited to
employees of the Company and its Affiliates who are: (i) members of a select
group of management or highly compensated employees of the Company, within the
meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, and (ii)
designated by the Committee to participate in this Plan. The designation by the
Committee shall be deemed to be irrebuttable evidence that such individual is
for all purposes to be a member of a select group of management and highly
compensated employees.

      3.2 Participant Deferral Elections. Eligible employees, as described in
Section 3.1, may make Deferral elections after the determination of their
eligibility to participate in the Plan in accordance with the procedures
described herein.

            (a) An eligible employee may make an annual election to defer the
      receipt of up to 25% of his or her annual base compensation that is paid
      through regular periodic payroll during each Plan Year. In addition, an
      eligible employee may defer the receipt of up to 50% of any bonus to be
      paid with respect to such Plan Year (such bonus may be paid in the next
      succeeding Plan Year). The Deferral election shall only apply
      prospectively and is irrevocable during the applicable Plan Year. A
      Participant's Deferrals will be credited to his Account at the end of the
      month in which the amounts would otherwise be payable to the Participant.

            (b) The amount of a Deferral election described in Section 3.2(a)
      shall be stated either as a dollar amount or a percentage of a
      Participant's cash compensation.

                  (i) Unless otherwise specified in a Deferral election that is
            authorized by the Committee, the Company shall withhold the amount
            elected pro rata from each payroll period while the election is in
            effect. An election with respect to a bonus may be expressed as a
            dollar amount, a percentage, or a percentage of a Participant's
            compensation over a dollar threshold (e.g., 10% over $50,000).

                  (ii) Deferrals will be withheld from a Participant's
            compensation in accordance with the Participant's written Deferral
            elections but shall be subject to other tax withholdings, offsets
            and payroll deductions.

                  (iii) Unless a Participant elects to make no Deferral, the
            minimum Deferral for a Plan Year is 2% of the Participant's cash
            compensation for the Plan Year.

            (c) In addition to the Deferral described in Section 3.2(a), each
      Participant may make a Deferral election to have that portion of his or
      her salary deferral contributions to the Savings Plan for the affected
      Plan Year that exceeds the Participants'

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      deferral limits under the Savings Plan (due to sections 401(a), 401(k), or
      402(g) of the Code), plus any earnings thereon, to be contributed to this
      Plan and credited to the Participant's Account.

            (d) Generally, Deferral elections will be effective for the Plan
      Year that next follows the date of the election, unless a later date is
      specified by the Participant. However, a Participant may make an election
      at any time within 30 days of the date that he or she first becomes
      eligible to participate in the Plan that will be effective at the time of
      eligibility. Unless stated otherwise in a Deferral election that is
      authorized by the Committee, Deferral elections shall expire at the end of
      each Plan Year and a new Deferral election shall be required for each
      succeeding Plan Year. The failure to make a Deferral election for any Plan
      Year by an Eligible employee shall be deemed to be an election to receive
      current cash compensation during the Plan Year.

            (e) All elections made pursuant to this Plan will be made in
      accordance with the procedures prescribed by the Committee, and must be
      timely communicated to the Committee.

      3.3 Company Contributions. Effective as of the last day of each Plan Year,
the Company shall make a Contribution that is credited to the Account of each
Participant who made a Deferral election of at least 2% of base salary earned
during such Plan Year and who was employed on the last day of the Plan Year
(each an "Eligible Participant" for purposes of this Section). The Company
Contribution shall be at least 2% of the base salary (not including bonus or
other compensation items) of each Eligible Participant. At its sole discretion,
the Company may make additional Contributions on behalf of Eligible
Participants.

      3.4 Earnings. Earnings, gains and losses shall be credited to each
respective Account in accordance with the investment experience of the
investment funds that are designated for the Plan by the Committee. Such
investment funds (e.g., mutual funds, pooled funds, corporate owned life
insurance arrangements or any other arrangements, which may include fixed income
funds) shall be selected and designated by the Committee from time to time in
its sole discretion. Participants may direct the investment of their Accounts in
such investment funds in accordance with such procedures as the Committee may
adopt from time to time. Each Participant's Account shall be credited as of each
valuation date with income, gains or losses corresponding to the investment
performance of the funds selected by that Participant. The sole purpose of the
investment funds is to determine the appropriate earnings credit for
Participants' Accounts. Participants shall have no interest whatsoever in any
investment fund or any asset thereof. The Company shall be under no duty to
question any direction of a Participant with respect to the investment,
retention or disposition of investments selected by the Participant. The Company
shall be under no liability for any loss of any kind which may result by reason
of any action taken in accordance with the directions of the Participant, or by
reason of any failure to act because of the absence of any such directions. If a
Participant gives no instructions with respect to the investment of his or her
Account, the Committee shall determine earnings on the Participant's Account
pursuant to a default investment selected by the Committee.

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      If the Committee does not designate one or more investment funds for the
investment of Plan Accounts, Accounts shall accrue earnings at a crediting rate
established in the sole and absolute discretion of the Committee.

      3.5 Vesting. The portion of a Participant's Account that is comprised of
Deferrals is 100% vested and nonforfeitable at all times. In addition, upon
termination of service as a result of Disability or death or following Normal
Retirement Date or a Change in Control, a Participant's entire Account,
including earnings, shall be 100% vested and nonforfeitable. Otherwise, upon
termination of employment that does not occur as a result of Disability or death
or follow Normal Retirement Date or a Change in Control, a Participant shall
forfeit all Company Contributions (without regard to earnings or losses thereon)
that were made less than one year prior to the Participant's termination of
employment.

                     IV. BENEFIT ELECTIONS AND DISTRIBUTIONS

      4.1 Commencement of Distribution. Subject to the approval of the Company,
a Participant may elect in a Deferral election pursuant to Section 3.2 for
distributions to be paid upon Normal Retirement Date, termination of employment
or a date specified in the election. Unless a Participant elects otherwise,
distributions shall be made as soon as administratively feasible following any
termination of employment.

      4.2 Form of Distribution. A Participant may elect in a Deferral election
pursuant to Section 3.2 for distributions to be paid in the form of a single sum
or in annual installments over a period of no more than ten years. In the
absence of such an election, distributions shall be made in a single sum.
However, notwithstanding any contrary election by a Participant, the Company may
elect to immediately distribute any Account that is less than $10,000 when the
Participant terminates employment.

      4.3 Election Modifications. A Participant may modify a prior distribution
election made under this Article IV at any time that is at least 12 months prior
to the date that a distribution is scheduled to commence; provided, however,
commencement of the distribution must be deferred for a minimum of five years of
the original distribution date. In addition, any such modification must comply
with the requirements of Section 409A of the Code and regulations and rulings
issued thereunder.

      4.4 Payments to Beneficiaries. Should a Participant die prior to receiving
a distribution of his entire Account balance, his remaining Account balance
shall be paid in a single sum to his designated Beneficiary(ies) as soon as
administratively feasible.

      4.5 Right of Offset. The Company may offset from a Participant's Account
an amount for any damages sustained by the Company or its Affiliates arising out
of Participant's fraud, theft, or embezzlement of assets owned by the Company or
its Affiliates, or damages sustained by the Company or its Affiliates arising
out of Participant's violation of any provision of any past, present, or future
written agreement between the parties, including, but not limited to, the
following covenants in any existing non-competition and/or non-disclosure
agreement (as well as their respective counterparts in any successor agreement
between the parties): non-solicitation;

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non-competition; disclosure of confidential information; or proprietary rights
and trade secrets. Any such offsets will reduce the value of the Participant's
Account and reduce the amount of benefits otherwise payable to the Participant.

      4.6 Financial Hardship. In the case of an unforeseeable emergency, a
Participant may apply to the Committee for withdrawal to the extent necessary to
satisfy the emergency need. For purposes of this Plan, the term "unforeseeable
emergency" shall mean a severe financial hardship to the Participant resulting
from an illness or accident of the Participant, the Participant's spouse, or a
dependent (as defined in section 152(a) of the Code) of the Participant, loss of
the Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.

            (a) Withdrawals for an unforeseeable emergency may not exceed the
      amounts necessary to satisfy such emergency plus amounts necessary to pay
      taxes reasonably anticipated as a result of the distribution, after taking
      into account the extent to which such hardship is or may be relieved
      through reimbursement or compensation by insurance or otherwise or by
      liquidation of the Participant's assets (to the extent the liquidation of
      such assets would not itself cause severe financial hardship).

            (b) The Committee shall have full and complete discretion to
      consider and make a determination concerning a request for a hardship
      withdrawal. The Committee is also entitled to reasonably rely upon the
      representations of a Participant concerning his qualification for a
      hardship withdrawal. All decisions of the Committee shall be final,
      binding and conclusive.

                                V. ADMINISTRATION

      5.1 Administration Committee. This Plan shall be administered by the
Committee. The Committee shall have full discretionary power and authority to
interpret, construe and administer this Plan and the Committee's interpretations
and constructions thereof, and actions thereunder, including the amount or
recipient of the payment to be made from this Plan, shall be binding and
conclusive on all persons for all purposes.

      5.2 Funding. All benefits payable hereunder shall be unfunded for purposes
of section 83 of the Code and Title I of ERISA. The Plan constitutes a merely
promise by the Company to make benefit payments in the future.

            (a) Except as described in this Section, the Company may establish a
      trust (the "Trust") as a reserve for the benefits payable hereunder and
      for the purposes stated in the Trust instrument. The Company shall be the
      grantor of the Trust and the Trust shall be established for the benefit of
      the Participants herein and, in the case of the insolvency or bankruptcy
      of the Company, for the benefit of the general creditors of the Company.
      To the extent that the Participants' benefits are not paid from the Trust,
      such benefits shall be paid from the general assets of the Company. The
      Participants shall have no funded, secured, or preferential right to
      payment hereunder, but rather shall at all times have the status of a
      general unsecured creditor.

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            (b) The Company, in its sole discretion, may contribute funds to the
      Trust in amounts it determines to be appropriate or desirable but, prior
      to the time that a Change in Control is being considered by the officers,
      shareholders or directors of the Company, obligated to make any
      contribution to the Trust, may cease funding the Trust.

            (c) Coincident with or immediately prior to the occurrence of a
      Change in Control, the Company shall fully fund the Trust in an amount
      that is adequate to pay all benefits due hereunder upon the Change in
      Control.

      5.3 Claims Procedure. Prior to or upon becoming entitled to receive a
benefit hereunder, a Participant or his or her surviving spouse ("Claimant")
shall request payment of such benefits at the time and in the manner prescribed
by the Committee. The Committee may direct payment of benefits without requiring
the filing of a claim therefore, if the Committee has knowledge of such
Claimant's whereabouts. The Committee shall provide adequate notice in writing
as prescribed pursuant to paragraph (b) below to any Claimant whose claim for
benefits under the Plan has been denied.

            (a) Such notice must be sent within 90 days of the date the claim is
      received by the Committee unless special circumstances require an
      extension of time for processing the claim. Such extension shall not
      exceed 90 days and no extension shall be allowed unless, within the
      initial 90 day period, the Claimant is sent an extension notice indicating
      the special circumstances requiring the extension and specifying a date by
      which the Committee expects to render its decision.

            (b) The Committee's notice of denial to the Claimant shall set forth
      the following:

                  (i) the specific reason or reasons for the denial;

                  (ii) specific references to pertinent Plan provisions on which
            the Committee based its denial;

                  (iii) a description of any additional material and information
            needed for the Claimant to perfect his or her claim and an
            explanation of why the material or information is needed;

                  (iv) a statement that the Claimant may request a review upon
            written application to the Committee, review pertinent Plan
            documents, and submit issues and comments in writing;

                  (v) a statement that any appeal of the Committee's adverse
            determination must be made in writing to the Committee within 60
            days after receipt of the Committee's notice of denial of benefits,
            and that failure to appeal the action to the Committee in writing
            within the 60-day period will render the Committee's determination
            final, binding, and conclusive; and

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                  (vi) the address of the Committee to which the Claimant may
            forward his or her appeal.

            (c) If the Claimant should appeal to the Committee, the Claimant or
      a duly authorized representative may submit, in writing, whatever issues
      and comments the Claimant deems pertinent. The Committee shall re-examine
      all facts related to the appeal and make a final determination as to
      whether the denial of benefits is justified under the circumstances. The
      Committee shall advise the Claimant in writing of its decision on the
      appeal, the specific reasons for the decision, and the specific Plan
      provisions on which the decision is based. The notice of the decision
      shall be given within 60 days of the Claimant's written request for
      review, unless special circumstances (such as a hearing) would make the
      rendering of a decision within the 60 day period infeasible, but in no
      event shall the Committee render a decision regarding the denial of a
      claim for benefits later than 120 days after its receipt of a request for
      review. If an extension of time for review is required because of special
      circumstances, written notice of the extension shall be furnished to the
      claimant prior to the date the extension period commences.

      5.4 Designation of Beneficiaries. Each Participant shall designate in a
writing prescribed by the Committee a Beneficiary(ies) and contingent
Beneficiary(ies) to whom benefits due hereunder shall be paid. If any
Participant fails to designate a Beneficiary or if the designated Beneficiary
predeceases the Participant, benefits due hereunder at that Participant's death
shall be paid to his or her contingent Beneficiary or, if none, to the deceased
Participant's surviving spouse, if any, and if none, to the deceased
Participant's estate. A Participant may change a Beneficiary designation in
writing in accordance with the above procedures at any time prior to his death.

                                VI. MISCELLANEOUS

      6.1 Non-assignment of Interest. No right or interest to or in any payment
or benefit to a Participant shall be assignable by such Participant except by
will or the laws of descent and distribution. No right, benefit or interest of a
Participant hereunder shall be subject to anticipation, alienation, sale,
assignment, encumbrance, charge, pledge, hypothecation or set-off in respect of
any claim, debt or obligation, or to execution, attachment, levy or similar
process, or assignment by operation of law. Any attempt, voluntarily or
involuntarily, to effect any action specified in the immediately preceding
sentence shall, to the full extent permitted by law, be null, void and of no
effect; provided, however, that this provision shall not preclude a Participant
from designating one or more Beneficiaries to receive any amount that may be
payable to such Participant under the Plan after his death and shall not
preclude the legal representatives of the Participant's estate from assigning
any right hereunder to the person or persons entitled thereto under his will,
or, in the case of intestacy, to the person or persons entitled thereto under
the laws of intestacy applicable to his estate.

      6.2 Successors. This Plan shall be binding upon and inure to the benefit
of the Company, its successors and assigns and the Participants and their heirs,
executors, administrators, and duly appointed legal representatives.

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      6.3 Amendment and Termination. The Company may at any time modify or
terminate this Plan by an amendment pursuant to an action that is approved or by
the Company, as evidenced in a writing that is executed by an appropriate
officer or the Committee. An amendment to the Plan to effect a termination may,
in the discretion of the Company, specify that all Accounts are fully vested.
Prior to the occurrence of a Change in Control, the Company may terminate the
Plan and thereupon distribute all vested benefits accrued hereunder, and no
further Contributions to the Plan will be permitted. Upon any other Plan
termination, no further Contributions to the Plan will be permitted, and
distributions will be made in accordance with the distribution elections that
were made by Participants in accordance with the terms of the Plan prior to its
termination; provided that no distributions may be postponed by a Participant
after Plan termination.

      6.4 Taxes. All payments made hereunder shall be subject to all taxes
required to be withheld under applicable laws and regulations of any
governmental authorities in effect at the time of such payments.

      6.5 Controlling Law. Except to the extent superseded by federal law, the
internal laws of the State of Tennessee shall be controlling in all matters
relating to the Plan, including construction and performance hereof.

      IN WITNESS WHEREOF, Symbion, Inc. has caused this instrument to be
executed by its duly authorized officer effective as of the date first written
above.

                                         SYMBION, INC.

                                         By: /s/ R. Dale Kennedy
                                             ----------------------------------
                                         Its: Senior Vice President of
                                              Management Services

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