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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K/A AMENDMENT NO. 2
 FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (X)
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2003
or
 (  )
    

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 0-27640 RENAL CARE GROUP, INC.  Delaware
    
    62-1622383(State or other Jurisdiction of
    
    (IRS Employer Identification No.)Incorporation or Organization)
 2525 West End Avenue, Suite 600
Nashville, Tennessee 37203 
  Registrants Telephone Number, including Area Code: (615) 345-5500 Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, $0.01 par value
    
    New York Stock ExchangeSeries A Junior Participating Preferred Stock Purchase Rights
    
    New York Stock Exchange
 Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  (X)  No
  (  ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or




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information statements incorporated by reference into Part III of this
Form 10-K or any amendment to this form 10-K. [ ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes  X  No The aggregate market value of the voting stock held by non-affiliates of
the Company was $1,703,072.314 as of June 30, 2003, based upon the closing
price of such stock as reported on the New York Stock Exchange (New York Stock
Exchange) on that day (assuming for purposes of this calculation, without
conceding, that all executive officers and directors are affiliates). There
are 44,478,140 shares of common stock, $0.01 par value, issued and
outstanding at April 27, 2004. 2




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EXPLANATORY NOTE On March 3, 2004, Renal Care Group, Inc. filed with the Securities and
Exchange Commission its Annual Report on Form 10-K for the year ended December
31, 2003. On March 9, 2004, we filed with the Securities Exchange Commission
Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended December
31, 2003. Because we have determined that we will not file our definitive
Proxy Statement prior to the April 29, 2004 deadline, we are providing the
information required by Part III (Items 10, 11, 12, 13 and 14) of Form 10-K by
amendment in accordance with General Instruction G(3) of Form 10-K. This
Annual Report on Form 10-K/A amends Items 10, 11, 12, 13 and 14 of Part III of
our Form 10-K filed on March 3, 2004 in order to include the disclosures
required by Part III of Form 10-K. 3




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TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-KINDEX TO EXHIBITSSIGNATURESEX-31.1 PRINCIPAL EXECUTIVE OFFICER CERTIFICATIONEX-31.2 PRINCIPAL FINANCIAL OFFICER CERTIFICATION    Table of Contents  
 PART III 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. The following table sets forth certain information for the persons who are
members of the board of directors and who are executive officers of Renal Care
Group. Name
    
    Age
    
    PositionGary A. Brukardt
    
    
    58
    
    
    President, Chief Executive Officer and DirectorDouglas B. Chappell
    
    
    42
    
    
    Senior Vice President, General Counsel and SecretaryDavid M. Dill
    
    
    35
    
    
    Executive Vice President and Chief Financial OfficerPeter J. Grua
    
    
    50
    
    
    DirectorRaymond M. Hakim, M.D., Ph.D.
    
    
    59
    
    
    Executive Vice President and Chief Medical OfficerJoseph C. Hutts
    
    
    62
    
    
    DirectorHarry R. Jacobson, M.D.
    
    
    56
    
    
    DirectorWilliam P. Johnston
    
    
    59
    
    
    Chairman of the BoardWilliam W. Lapham
    
    
    65
    
    
    DirectorThomas A. Lowery, M.D.
    
    
    60
    
    
    DirectorStephen D. McMurray, M.D.
    
    
    56
    
    
    DirectorTimothy P. Martin
    
    
    46
    
    
    Executive Vice President, OperationsC. Thomas Smith
    
    
    65
    
    
    Director
 Gary A. Brukardthas been a director since May 2003. Mr. Brukardt was
Executive Vice President and Chief Operating Officer of Renal Care Group from
1996 until he was elected President and Chief Executive Officer in April 2003.
From 1991 to 1996, he served as Executive Vice President of Baptist Health Care
Affiliates in Nashville, Tennessee, where he was responsible for the
development and operation of physician practice management organizations and
the management of four hospitals and 22 outpatient facilities. In addition,
from 1991 to 1996, Mr. Brukardt served as Chairman and President of HealthNet
Management, Inc., a managed care company. Mr. Brukardt received his B.A. at
the University of Wisconsin at Oshkosh and his M.B.A. in International
Management from the American Graduate School of International Management. Douglas B. Chappellhas been our Senior Vice President, Secretary and
General Counsel since 1998. Before he joined the company in 1998, Mr. Chappell
practiced law at Alston & Bird LLP from 1994 until 1998 and from 1988 until
1992. At Alston & Bird he specialized in corporate and securities law and
mergers and acquisitions. From 1992 until 1994, Mr. Chappell was Senior
Counsel at Policy Management Systems Corporation, a NYSE-listed provider of
computer software and information services to the insurance industry. Mr.
Chappell received his A.B. from Duke University and his J.D. from the
University of Texas. David M. Dillhas been our Executive Vice President and Chief Financial
Officer since November 2003. Mr. Dill has served in various finance and
accounting roles since he joined the company in 1996. Immediately before he
was promoted to be Executive Vice President and Chief Financial Officer, Mr.
Dill was our Senior Vice President, Finance. Prior to joining Renal Care Group
in 1996, Mr. Dill was an accountant with Deloitte & Touche LLP. Mr. Dill is a
certified public accountant and holds a B.S. in accounting from Murray State
University. 4




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Peter J. Gruahas been a director since January 2004. Mr. Grua is
Managing Partner of HLM Venture Partners, based in Boston, Massachusetts.
Before joining HLM in 1992, Mr. Grua was a Managing Director at the investment
banking firm of Alex. Brown and Sons, Inc. from 1986 to 1992 where he directed
health care services and managed care research. Prior to joining Alex. Brown,
Mr. Grua was a research analyst at William Blair & Company and a strategy
consultant at Booz Allen Hamilton. Currently, Mr. Grua serves on the board of
directors of Health Care REIT. Mr. Grua received his undergraduate degree from
Bowdoin College and his M.B.A. from Columbia University. Raymond M. Hakim, M.D., Ph.D.has been our Executive Vice President and
Chief Medical Officer since 1995. He has published extensively on the adequacy
of dialysis and the clinical aspects of biocompatibility. From 1992 to 1995,
Dr. Hakim served as Medical Director for the Vanderbilt Dialysis Program. He
served as a member of the Medical Board of Vanderbilt University Medical Center
in 1992, as Chairman of the Ambulatory Services Committee of Vanderbilt
University Medical Center in 1990 and 1991, and as Director, Clinical
Nephrology of Vanderbilt University Medical Center from 1987 to 1991. He
received his M.S. from Rensselaer Polytechnic Institute, his Ph.D. from
Massachusetts Institute of Technology and his M.D. from McGill University. Dr.
Hakim performed his residency at Royal Victoria Hospital and his renal
fellowship at Brigham and Womens Hospital. Joseph C. Huttshas been a director since 1995. He currently serves as
President and Chief Executive Officer of Surgis, Inc., a company that acquires,
develops and operates outpatient surgery centers. He was Chairman of the
Board, President and Chief Executive Officer of PhyCor, Inc., an operator of
multi-specialty medical clinics, from 1988 until his resignation in 2000. Mr.
Hutts was formerly with Hospital Corporation of America in various positions,
the last of which was President, HCA Health Plans. From 1986 to 1988, Mr.
Hutts was Vice Chairman and Chief Operating Officer of Equitable HCA
Corporation, which did business as Equicor. Harry R. Jacobson, M.D.has been a director since 1995 and was Chairman of
the Board of Directors from 1995 to 1997. He currently serves as Vice
Chancellor for Health Affairs at Vanderbilt University Medical Center, a
position he has held since 1997. He also currently serves as Professor of
Medicine at Vanderbilt University Medical Center, a position he has held since
1985. Dr. Jacobson is a member of the Institute of Medicine of the National
Academy of Sciences. Dr. Jacobson received a B.S. degree from the University
of Illinois and his M.D. from the University of Illinois Abraham Lincoln School
of Medicine. He completed his internal medicine training at Johns Hopkins
Hospital and his nephrology training at Southwestern Medical School in Dallas,
Texas. William P. Johnstonhas been a director since November 2002. He was named
Chairman of the Board on March 20, 2003, following the death of Sam Brooks, one
of our founders and our Chairman, Chief Executive Officer and President. Mr.
Johnston was Managing Director of SunTrust Robinson Humphrey, the investment
banking division of SunTrust Capital Markets, Inc., from August 2001 to
December 2002. Previously, Mr. Johnston was Vice Chairman of SunTrust Equitable
Securities Corporation, an investment banking affiliate of SunTrust Banks,
Inc., from 1998 through 2001 where he was also Chief Executive Officer from
1998 through April 2000. From 1994 through 1998, he held the positions of Chief
Executive Officer, Managing Director and member of the board of directors of
Equitable Securities Corporation, an investment banking firm that was acquired
by SunTrust Banks, Inc. in January 1998. He began his professional career
practicing law at Waller Lansden Dortch & Davis. William V. Laphamhas been a director since 1999. He served as acting
Chief Financial Officer of Uptons, a division of American Retail Group, from
January 1999 to June 1999. From 1962 until his retirement in 1998, Mr. Lapham
was associated with Ernst & Young LLP and its predecessors, serving as a
partner for the last 26 years of his tenure. He was a member of Ernst &
Youngs International Council 5




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for eight years ending in December 1997. Mr. Lapham is a director of LifePoint
Hospitals, Inc., an operator of general, acute care hospitals in non-urban
areas, and Avado Brands, Inc., a full-service, casual dining restaurant
company. Mr. Lapham chairs the audit committees of both LifePoint Hospitals
and Avado Brands. Mr. Lapham holds a B.B.A. from Texas Tech University
and an M.B.A. from Ohio University. Thomas A. Lowery, M.D.has been a director since 1996. He is a kidney
specialist trained at Baylor College of Medicine and the University of Alabama,
Birmingham. He is the Director of the Renal Transplant Program of East Texas
Medical Center in Tyler, Texas and is on the Board of the Southwest Transplant
Alliance. Dr. Lowery was also a long-time member of the Executive Committee of
the Southwest Organ Bank. In addition, he was the founder and remains a partner
of Tyler Nephrology Associates, P.A. He has been with that group and its
predecessors since 1979. Dr. Lowery was a founder of one of the companies
included in the formation of Renal Care Group in February 1996. Stephen D. McMurray, M.D.has been a director since 1996. He graduated
from Indiana University and Indiana University Medical Center. Dr. McMurray
has been a practicing kidney specialist in Fort Wayne, Indiana, since 1977.
Dr. McMurray is a partner of Indiana Medical Associates, a 46-member
multi-specialty physician practice group. He is a member of the board of the
Renal Physicians Association, an organization representing kidney physicians in
the United States. Dr. McMurray was also a founder of D.M.N. Professional
Corporation, one of the companies included in the formation of Renal Care Group
in February 1996. Timothy P. Martinwas appointed Executive Vice President, Operations in
November 2003. From 1997 until November 2003, Mr. Martin served in various
operational positions; most recently he was our Senior Vice President, East
Group and had operational responsibilities for our University Program, and
MidAmerica and East Regions. Prior to joining Renal Care Group in 1997, Mr.
Martin was a Vice President for Comprehensive Healthcare of Ohio, a hospital
holding company affiliated with the Cleveland Clinic Foundation. He began his
business career in operations with Continental Cablevision. He holds a B.A. in
political science and a M.B.A. from Case Western Reserve Universitys
Weatherhead School of Business Management. C. Thomas Smithhas been a director since January 2004. He recently
retired as President, Chief Executive Officer and a director of VHA, Inc., a
position he held from 1991 until 2003. VHA is a hospital cooperative based in
Irving, Texas, which has more than 2,200 members in 48 states, representing
approximately one-quarter of U.S. community-owned hospitals. From 1977 through
1991, Mr. Smith was President and a Trustee of Yale-New Haven Hospital in New
Haven, Connecticut. From 1987 to 1992, Mr. Smith served as a trustee of the
American Hospital Association (AHA) and was Chairman of AHA in 1991. From 1994
to 1998, he was Chairman of the Board of The Jackson Hole Group, a strategic
consulting forum, and from 1986 to 1999, he served on the board of directors of
Genentech, Inc. Mr. Smith currently serves on the board of directors of
InPatient Consultants Management, Inc., Kinetic Concepts and Neoforma. Mr.
Smith holds a B.A. from Baylor University and a M.B.A. from the University of
Chicago. 6




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Composition of the Board of Directors Following the 2004 annual meeting, provided that Mr. Hutts and Dr.
Jacobson are reelected to the board, the board of directors has determined that
a majority of the directors will be independent as required by the recently
amended New York Stock Exchange listing requirements. The board has
affirmatively determined by resolution that Messrs. Grua, Hutts, Lapham and
Smith and Dr. Jacobson are independent within the meaning of the NYSE listing
requirements, and the board has determined that none of them has a material
relationship with Renal Care Group that would impair his independence from
management or otherwise compromise his ability to act as an independent
director. Committees of the Board of Directors The board of directors has established three committees, the nominating
and governance committee, the audit and compliance committee and the
compensation committee, each of which is composed solely of directors who are
independent (as determined by our board of directors) for purposes of the NYSE
listing requirements. The committees are described below. Nominating and Governance Committee.Renal Care Groups nominating and
governance committee is composed solely of independent directors and operates
under a written charter that is available on our website at
www.renalcaregroup.com (follow the Investors tab to Corporate Governance).
This committee assists the board of directors in fulfilling its oversight
responsibilities under the NYSE listing requirements and Delaware law. This
committee is responsible for identifying individuals qualified to serve on the
board of directors and recommending director nominees for selection by the full
board of directors or shareholders in accordance with Delaware law and our
Certificate of Incorporation and Bylaws. This committee is also responsible
for identifying individuals qualified to serve as Chief Executive Officer and
recommending CEO candidates to the full board of directors. This committee is
also responsible for (1) adopting and evaluating our corporate governance
guidelines and (2) periodically evaluating those guidelines for the purpose of
suggesting appropriate improvements. The board of directors has adopted Corporate Governance Guidelines
recommended by the nominating and governance committee, which are available on
our website at www.renalcaregroup.com (follow the Investors tab to Corporate
Governance). The nominating and governance committee is chaired by Dr. Jacobson
and also includes Mr. Lapham and Mr. Smith. The nominating and governance
committee has recommended the reelection of Mr. Hutts and Drs. Jacobson and
Lowery at the 2004 annual meeting of shareholders. The nominating and governance committee evaluates candidates for the board
of directors identified by its members, other board members, the companys
management and shareholders. The nominating and governance committee from time
to time may also retain a third-party search firm to identify qualified
candidates for membership on the board of directors. Once the nominating and governance committee has identified a prospective
nominee, it makes an initial determination as to whether to conduct a full
evaluation. In evaluating a prospective nominee, the committee may consider,
among other things, the following:  
    
    the ability of the prospective nominee to represent the interests
of our shareholders;  
    
    the prospective nominees standards of integrity, commitment and
independence of thought and judgment;  
    
    the prospective nominees ability to dedicate sufficient time,
energy and attention to the performance of his or her duties; 7




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
    
    the extent to which the prospective nominee contributes to the
range of talent, skill and expertise of the board of directors; and  
    
    the extent to which the prospective nominee helps the board of
directors reflect the diversity of the companys shareholders,
associates and patients. After completing the evaluation, the nominating and governance committee
makes a recommendation to the board of directors. Audit and Compliance Committee.The members of Renal Care Groups audit
and compliance committee are all financially literate and independent for
purposes of audit committee membership under the NYSE listing requirements and
rules of the Securities and Exchange Commission (SEC). The audit and
compliance committee operates under a written charter that was included as an
appendix to our proxy statement for the 2003 annual meeting of shareholders.
The charter is also available on our website at www.renalcaregroup.com (follow
the Investors tab to Corporate Governance). The audit and compliance
committee engages the independent auditors, reviews the independence of the
independent auditors, approves all audit and non-audit fees for services
rendered by the independent auditors, approves the scope of the annual
activities of the independent auditors and reviews audit results. This
committee also reviews the accounting principles we use in financial reporting,
our internal auditing procedures and the adequacy of our internal control
procedures, all in conjunction with Renal Care Groups independent auditor.
The audit and compliance committee also oversees the activities of our internal
compliance committee and program and receives reports from that committee and
our Compliance Officer. In addition, the audit and compliance committee has established procedures
for the receipt, retention and treatment of complaints received by Renal Care
Group regarding accounting, internal accounting controls or auditing matters
and the confidential, anonymous submission by employees of Renal Care Group of
concerns regarding questionable accounting and auditing matters. The audit and
compliance committee is chaired by Mr. Lapham and also includes Mr. Hutts, Mr.
Grua and Mr. Smith. The board of directors has determined that Mr. Lapham
qualifies as an audit committee financial expert under the SEC rules and also
possesses accounting or related financial management expertise under the NYSE
listing requirements. Compensation Committee.Renal Care Groups compensation committee is
composed solely of independent directors and operates under a written charter
that is available on our website at www.renalcaregroup.com (follow the
Investors tab to Corporate Governance). It is responsible for establishing
salaries, bonuses and other compensation for our executive officers, including
the Chief Executive Officer, and for administering Renal Care Groups stock
option plans. The compensation committee is chaired by Mr. Hutts and also
includes Mr. Grua and Dr. Jacobson. Meetings During 2003, the board of directors held four regularly scheduled meetings
and nine special meetings. In addition, during 2003, the compensation
committee met four times; the audit and compliance committee met four times;
and the nominating and governance committee met three times. In addition, the
chairman of the audit and compliance committee and other committee members met
by telephone conference call with management and our internal and independent
auditors to review our quarterly results before we released those results to
the public. Each director attended at least 75% of the total number of
meetings held by the board and its committees on which he served. In addition, the non-management directors, Messrs. Grua, Hutts, Lapham and
Smith and Drs. Jacobson and Lowery meet at regularly scheduled executive
sessions without management. The independent directors under the NYSE listing
requirements also meet separately in executive session at 8




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least
once a year. The chairs of our nominating and governance committee,
audit and compliance committee and compensation committee rotate serving as the
presiding director at the executive sessions of our non-management directors
and independent directors. Interested parties may send communications to the
chair of each of our standing board committees or the non-management directors
as a group by writing to Non-Management Directors, c/o Secretary, Renal Care
Group, Inc., 2525 West End Avenue, Suite 600, Nashville, Tennessee 37203. Section 16(a) Beneficial Ownership Reporting Compliance Under Section 16 of the Exchange Act, our directors, executive officers
and any person holding more than 10% percent of our common stock are required
to report their ownership of common stock and any changes in that ownership to
the SEC and the New York Stock Exchange. SEC regulations require these persons
to furnish copies of these reports to us. Specific due dates for these reports
have been established, and Renal Care Group must report any failure to make
required filings in 2003 in this annual report. Based solely on a review of
the reports furnished to us or written representations from the companys
directors, officers and ten percent beneficial owners, all of these reporting
requirements were satisfied with the exception of the following: Form 4 filed
by each of Messrs. Hutts, Lapham and Dr. Jacobson in connection with the grant
of options to purchase 5,625 shares of common stock to each of them; Form 4
filed by Dr. McMurray in connection with the companys grant of options to
purchase 15,000 shares of common stock to his spouse, the exercise of options
to purchase 22,500 shares of common stock by his spouse and the sale of 5,000
shares of common stock by Dr. McMurray; Form 4 filed William P. Johnston in
connection with the grant of options to purchase 16,875 shares of common stock;
and Form 4 filed by Timothy P. Martin in connection with the exercise of
options to purchase 16,250 shares of common stock. Code of Ethics We have adopted a code of ethics that applies to all of our directors,
officers and employees. This code is publicly available in the investor
relations area of our website at www.renalcaregroup.com. Copies of our code of
ethics may also be requested in print by writing to Investor Relations at Renal
Care Group, Inc., 2525 West End Avenue, Suite 600, Nashville, Tennessee 37203. 9




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ITEM 11. EXECUTIVE COMPENSATION. Summary Compensation Table The following table sets forth the annual salaries paid to our executive
officers for the fiscal years ended December 31, 2001, 2002 and 2003, if the
officer was an executive officer during any part of the year. Mr. Brooks, Mr.
Allison, Mr. Brukardt, Mr. Chappell, Mr. Dill, Dr. Hakim, and Mr. Martin are
referred to as the Named Executive Officers. The Named Executive Officers
include Mr. Brooks, who was our Chairman, Chief Executive Officer and President
until his death on March 20, 2003, and Mr. Allison, our former Chief Financial
Officer, who resigned that position effective November 3, 2003 and was not an
executive officer as of December 31, 2003. Long-Term CompensationSecuritiesAnnual Compensation
    
    Restricted
    
    UnderlyingStock
    
    Options/
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    Bonus
    
    Awards
    
    SARs
    
    CompensationSam A. Brooks
    
    
    2003
    
    
    $
    175,000
    
    
    $
    992,000
    
    
    $
    
    
    
    
    0
    
    
    $
    22,489
    (2)Former Chairman of the Board,
    
    
    2002
    
    
    
    650,000
    
    
    
    579,000
    
    
    
    
    
    
    
    250,000
    
    
    
    34,023
    (2)President and Chief Executive Officer
    
    
    2001
    
    
    
    600,000
    
    
    
    352,500
    
    
    
    560,200
    (1)
    
    
    105,000
    
    
    
    20,968
    (2)Gary A. Brukardt
    
    
    2003
    
    
    
    501,000
    
    
    
    461,250
    
    
    
    
    
    
    
    200,000
    
    
    
    19,096
    (2)President and Chief Executive
    
    
    2002
    
    
    
    410,000
    
    
    
    241,800
    
    
    
    
    
    
    
    150,000
    
    
    
    9,174
    (2)Officer
    
    
    2001
    
    
    
    380,000
    
    
    
    142,500
    
    
    
    
    
    
    
    62,500
    
    
    
    9,174
    (2)Douglas B. Chappell
    
    
    2003
    
    
    
    253,606
    
    
    
    118,125
    
    
    
    
    
    
    
    50,000
    
    
    
    529
    (2)Senior Vice President, General
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Counsel and Secretary
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David M. Dill
    
    
    2003
    
    
    
    240,137
    
    
    
    85,625
    
    
    
    
    
    
    
    130,000
    
    
    
    420
    (2)Executive Vice President and
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Raymond M. Hakim, M.D., Ph.D.
    
    
    2003
    
    
    
    389,231
    
    
    
    433,000
    
    
    
    1,096,280
    (3)
    
    
    120,000
    
    
    
    3,074
    (2)Executive Vice President and
    
    
    2002
    
    
    
    360,000
    
    
    
    221,000
    
    
    
    
    
    
    
    150,000
    
    
    
    3,074
    (2)Chief Medical Officer
    
    
    2001
    
    
    
    330,000
    
    
    
    148,750
    
    
    
    
    
    
    
    62,500
    
    
    
    Timothy P. Martin
    
    
    2003
    
    
    
    246,448
    
    
    
    141,000
    
    
    
    
    
    
    
    130,000
    
    
    
    Executive Vice President,
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operations
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    R. Dirk Allison
    
    
    2003
    
    
    
    332,539
    
    
    
    371,250
    
    
    
    
    
    
    
    120,000
    
    
    
    541,574
    (4)Former Executive Vice President,
    
    
    2002
    
    
    
    330,000
    
    
    
    183,000
    
    
    
    
    
    
    
    150,000
    
    
    
    1,574
    (2)Chief Financial Officer, and Treasurer
    
    
    2001
    
    
    
    286,539
    
    
    
    93,750
    
    
    
    
    
    
    
    62,500
    
    
    
    1,574
    (2)
  (1)
    
    Mr. Brooks was granted a restricted stock award of 20,000 shares on
August 2, 2001. The value in the table is based on a closing price of
$28.01 on that date. The award contains restrictions that lapsed on the
date of his death. 10




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(2)
    
    The amounts represent premiums we paid in respect of life insurance
policies and financial and estate planning services for the benefit of
each Named Executive Officer.  (3)
    
    Dr. Hakim was granted a restricted stock award of 26,667 shares on
December 15, 2003. The value in the table is based on a closing price of
$41.11 per share on that date. The value of these restricted shares as of
December 31, 2003 was $1,098,680. The award contains restrictions that
lapse as to one-third of the shares on December 15 in each of 2004, 2005
and 2006. Dividends, if any, will be paid on this restricted stock.  (4)
    
    Includes (A) a retention/severance payment of $540,000, and (B) $1,574 in
premiums we paid in respect of a life insurance policy for the benefit of
Mr. Allison. Option Grants in 2003 The following table is a summary of all stock options granted to the Named
Executive Officers during the year ended December 31, 2003. Individual grants
are listed separately for each Named Executive Officer. In addition, this
table shows the potential gain that could be realized if the price of the
common stock were to appreciate at an annual rate of either 5% or 10% over the
option term. % of Total
    
    
    
    
    
    
    
    
    
    Potential Realizable Value atNumber of
    
    Options
    
    
    
    
    
    
    
    
    
    Assumed Annual Rates of StockSecurities
    
    Granted to
    
    
    
    
    
    
    
    
    
    Price Appreciation forUnderlying
    
    Employees
    
    Exercise or
    
    
    
    
    
    Option Term (2)Options
    
    in Fiscal
    
    Base Price
    
    ExpirationName
    
    Granted(1)
    
    Year
    
    ($/share)
    
    Date
    
    5%
    
    10%Gary A. Brukardt
    
    
    200,000
    
    
    
    10.4
    
    
    $
    30.00
    
    
    
    4/28/13
    
    
    
    3,773,368
    
    
    
    9,562,455Douglas B. Chappell
    
    
    50,000
    
    
    
    2.6
    
    
    
    34.65
    
    
    
    8/6/13
    
    
    
    1,089,560
    
    
    
    2,761,159David M. Dill
    
    
    30,000
    
    
    
    1.6
    
    
    
    34.65
    
    
    
    8/6/13
    
    
    
    653,735
    
    
    
    1,656,695100,000
    
    
    
    5.2
    
    
    
    37.81
    
    
    
    11/6/13
    
    
    
    2,377,851
    
    
    
    6,025,940Raymond M. Hakim,
M.D., Ph.D.
    
    
    120,000
    
    
    
    6.2
    
    
    
    34.65
    
    
    
    8/6/13
    
    
    
    2,614,944
    
    
    
    6,626,781Timothy P. Martin
    
    
    30,000
    
    
    
    1.6
    
    
    
    34.65
    
    
    
    8/6/13
    
    
    
    653,735
    
    
    
    1,656,695100,000
    
    
    
    5.2
    
    
    
    37.81
    
    
    
    11/6/13
    
    
    
    2,377,851
    
    
    
    6,025,940R. Dirk Allison
    
    
    120,000
    
    
    
    6.2
    
    
    
    34.65
    
    
    
    8/6/13
    
    
    
    2,614,944
    
    
    
    6,626,781
  (1)
    
    Options vest as to 25% of the shares one year after the date of grant and
an additional 25% on each successive anniversary date.  (2)
    
    The potential realizable value through the expiration date of the options
has been determined on the basis of the market price per share at the time
of grant compounded annually over the term of the option, net of the
exercise price. These values have been determined based upon assumed
rates of appreciation mandated by the Securities and Exchange Commission
and are not intended to forecast the possible future appreciation, if any,
of the price or value of the common stock. Aggregated Option Exercises In 2003 And Year-End Values Set forth below is information with respect to exercises of options by the
Named Executive Officers during 2003 pursuant to Renal Care Groups stock
incentive plans, and information with respect to unexercised options held by
the Named Executive Officers as of December 31, 2003. Number of Securities
    
    Value of UnexercisedNumber of
    
    
    
    
    
    Underlying
    
    In-the-Money OptionsShares
    
    
    
    
    
    Unexercised Options
    
    at December 31, 2003(2)Acquired
    
    Value
    
    Held at December 31, 2003Name
    
    on Exercise
    
    Realized(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableSam A. Brooks (3)
    
    
    900,016
    
    
    $
    10,147,424
    
    
    
    0
    
    
    
    0
    
    
    $
    0
    
    
    $
    0Gary A. Brukardt
    
    
    93,750
    
    
    
    2,162,063
    
    
    
    407,750
    
    
    
    375,000
    
    
    
    8,025,717
    
    
    
    4,882,438
 11




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Number of Securities
    
    Value of UnexercisedNumber of
    
    
    
    
    
    Underlying
    
    In-the-Money OptionsShares
    
    
    
    
    
    Unexercised Options
    
    at December 31, 2003(2)Acquired
    
    Value
    
    Held at December 31, 2003Name
    
    on Exercise
    
    Realized(1)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableDouglas B. Chappell
    
    
    32,500
    
    
    
    737,995
    
    
    
    26,250
    
    
    
    96,250
    
    
    
    416,013
    
    
    
    1,048,183David M. Dill
    
    
    0
    
    
    
    0
    
    
    
    56,250
    
    
    
    168,750
    
    
    
    1,183,553
    
    
    
    1,143,618Raymond M. Hakim, M.D., Ph.D.
    
    
    95,000
    
    
    
    2,236,093
    
    
    
    365,000
    
    
    
    295,000
    
    
    
    7,673,563
    
    
    
    3,428,438Timothy P. Martin
    
    
    47,500
    
    
    
    746,776
    
    
    
    0
    
    
    
    171,250
    
    
    
    0
    
    
    
    1,176,568R. Dirk Allison
    
    
    119,375
    
    
    
    1,916,750
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
  (1)
    
    These amounts represent the market value of the underlying common stock
on the date of exercise, less the applicable exercise price.  (2)
    
    The market value of the common stock on the New York Stock Exchange was
$41.20 per share as of December 31, 2003.  (3)
    
    Includes options exercised and amounts received by Mr. Brooks estate
after his death. Compensation of Directors Members of the board of directors who are employees of Renal Care Group do
not receive any compensation for serving on the board of directors. In 2004,
each non-employee member of the board will receive an annual retainer of
$30,000, a fee of $5,000 for each meeting of the board he attends and a fee of
$1,000 for each committee meeting he attends. In 2004, committee chairs will
receive an additional annual fee of $5,000. In 2004, Mr. Johnston, as Chairman
of the Board, will receive base compensation in the amount of $420,000. He
will receive no additional per meeting fees. Mr. Johnston will be eligible for
bonuses in the discretion of the board and stock option grants in the
discretion of the compensation committee. Mr. Johnston was paid $292,308
during 2003 for his services as Chairman and was granted options to purchase
16,875 shares of common stock with an exercise price of $30.00 per share. All directors, including members who are employees, receive reimbursement
of out-of-pocket expenses incurred in connection with attending meetings of the
board of directors or its committees. We maintain the Renal Care Group, Inc. 1996 Stock Option Plan for Outside
Directors to provide for grants of options to our non-employee directors.
Currently, this plan provides for automatic grants to directors who are (1) not
employees; (2) not the Chairman or Vice Chairman of the board of directors; and
(3) not a party to, and whose medical practices are not a party to, a medical
director agreement with Renal Care Group that is in force. This plan provides
for an initial grant to each eligible director of 11,250 shares on the date
such person first becomes a director and subsequent annual grants of options to
purchase 5,625 shares of common stock following each annual meeting. The
annual grants are made on the day following each annual meeting of
shareholders. Employment Agreements We have entered into employment agreements with Mr. Brukardt, Mr.
Chappell, Mr. Dill, Dr. Hakim and Mr. Martin, as well as some other key
associates. The term of the employment agreement for Mr. Brukardt commenced on
April 28, 2003; the term of Mr. Chappells commenced on January 1, 2004; the
term of Mr. Dills commenced on November 3, 2003; the term of Dr. Hakims
commenced on December 15, 2003; and the term of Mr. Martins commenced on
November 30, 2003. Each of these employment agreements has a term of three
years with successive one-year renewal terms. Each of these employment
agreements contains restrictive covenants that prohibit the officer from
competing with Renal Care Group for one year after the end of the employment
term, unless the employment agreement is terminated following a change in
control. The annual salaries of the executive officers as set forth in the
employment agreements are $550,000, $270,000, $275,000, $400,000 and $300,000
for Mr. Brukardt, Mr. Chappell, Mr. Dill, Dr. Hakim and Mr. Martin,
respectively. These salaries are subject to adjustment by the compensation 12




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committee. Each executive officer is eligible under his employment agreement
for bonuses at the sole discretion of the compensation committee. The employment agreements also provide for severance of (i) salary for 12
months if the officer is terminated without cause; (ii) salary for one month if
the officer is terminated for cause; (iii) salary (plus target bonus) for 36
months if the officer is terminated within 12 months of a change in control of
Renal Care Group either (A) without cause or (B) by resignation of the officer
as a result of declining to accept reassignment to a job that is not the
equivalent of his then current position; or (iv) salary (plus target bonus) for
24 months if the officer resigns 12 months after a change in control. If any of
the executive officers receives severance that would result in the imposition
of excise tax under Section 4999 of the Code, then he will be entitled to the
amount described above plus a gross-up payment, if necessary, to reimburse him
for any such excise tax plus all federal, state and local income and excise
taxes imposed on such gross-up payment. In addition, following a change in
control, if any of the above officers resigns for any reason or is terminated
without cause, the non-competition covenants set forth in his employment
agreement will become null and void. Prior to his death, Mr. Brooks was a party to an employment agreement with
the company that had substantially similar terms to those of the other
executive officers. The company also adopted a defined benefit plan for Mr.
Brooks in 2003. That defined benefit plan is discussed below. Prior to his resignation, Mr. Allison was also a party to an employment
agreement with the company that had substantially similar terms to those of the
other executive officers. Upon his resignation, Mr. Allison received a
severance payment of $540,000. Defined Benefit Plan In January 2004, the board of directors approved a retirement benefit plan
for Mr. Brooks, our former Chairman, Chief Executive Officer and President.
The plan provides that the company will make 120 monthly payments of $50,000 to
Mr. Brooks or his estate beginning on his death or retirement. Mr. Brooks died
in March 2003, and we made the first payment under this plan in May 2003. The
plan also provides that the company will maintain health coverage for Mr.
Brooks surviving spouse for ten years. Compensation Committee Interlocks and Insider Participation Members of the compensation committee during 2003 were Mr. Hutts, Mr.
Lapham and Dr. Jacobson. Dr. Jacobson currently serves as Vice Chancellor of Health Affairs at
Vanderbilt University Medical Center. We are a party to two Dialysis Center
Management Agreements with Vanderbilt University Medical Center (VUMC) pursuant
to which we manage VUMCs outpatient dialysis centers. Each agreement has a
one-year term that is automatically renewed each year unless either party
cancels the agreement at least 90 days prior to the end of the current term.
We received approximately $805,000 pursuant to these agreements for the year
ended December 31, 2003. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following table sets forth the number of shares of common stock held
beneficially, directly or indirectly, as of April 12, 2004 by (a) each
shareholder that we know owns more than 5% of our outstanding common stock, (b)
each director of Renal Care Group, (c) our Named Executive Officers, and 13




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(d) all of our directors and executive officers as a group, together with
the percentage of the outstanding shares of common stock which such ownership
represents. COMMON STOCK Beneficial Ownership(1)Name
    
    Number
    
    PercentFMR Corp.(2)
    
    
    6,751,314
    
    
    
    15.2Gary A. Brukardt(3)
    
    
    412,333
    
    
    
    *Peter J. Grua(4)
    
    
    12,250
    
    
    
    *Joseph C. Hutts(5)
    
    
    12,250
    
    
    
    *Harry R. Jacobson, M.D.(6)
    
    
    386,256
    
    
    
    *William P. Johnston(7)
    
    
    38,806
    
    
    
    *William V. Lapham(8)
    
    
    34,350
    
    
    
    *Thomas A. Lowery, M.D.
    
    
    80,098
    
    
    
    *Stephen D. McMurray, M.D.(9)
    
    
    34,692
    
    
    
    *C. Thomas Smith(10)
    
    
    11,250
    
    
    
    *David M. Dill(11)
    
    
    58,124
    
    
    
    *Raymond M. Hakim, M.D., Ph.D.(12)
    
    
    361,753
    
    
    
    *Timothy P. Martin(13)
    
    
    791
    
    
    
    *Douglas B. Chappell(14)
    
    
    32,834
    
    
    
    *R. Dirk Allison
    
    
    0
    
    
    
    *Estate of Sam A. Brooks, Jr.
    
    
    0
    
    
    
    *All executive officers and directors as a group (13 persons)
    
    
    1,474,787
    
    
    
    3.2
  *
    
    Less than 1% of the outstanding common stock.(1)
    
    Information relating to the beneficial ownership of common stock by the
above individuals is based upon information furnished by each such
individual using beneficial ownership concepts set forth in rules
promulgated by the Securities and Exchange Commission (the SEC) under
Section 13(d) of the Exchange Act. Beneficial ownership includes shares
as to which such person or group, directly or indirectly, through any
contract, management, understanding, relationship or otherwise has or
shares voting power and/or investment power as those terms are defined in
Rule 13d-3(a) of the Exchange Act. Except as indicated in other footnotes
to this table, each individual listed above possesses sole voting and
investment power with respect to all shares set forth by his or its name,
except to the extent such power is shared by a spouse under applicable
law. Any security that any person named above has the right to acquire
within 60 days is deemed to be outstanding for purposes of calculating the
ownership percentage by the particular person or group, but are not deemed
outstanding for any other purpose.(2)
    
    The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts
02109. Includes shares owned by various individual and institutional
investors for which FMR Corp. serves as investment adviser with power to
direct investments and/or sole power to vote the indicated shares. For
purposes of the reporting requirements of the Exchange Act, FMR Corp. is
deemed to be a beneficial owner of such shares; however, FMR Corp.
expressly disclaims that it is, in fact the beneficial owner of such
shares. This information is based solely on the Schedule 13G filed by FMR
Corp. with the SEC in February 2004.(3)
    
    Includes 407,750 shares of common stock that may be acquired upon
exercise of options. Does not include 375,000 shares of common stock that
may be acquired upon exercise of options that are not exercisable within
60 days.(4)
    
    Includes 11,250 shares of common stock that may be acquired upon exercise
of options. 14




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(5)
    
    Includes 11,250 shares of common stock that may be acquired upon exercise
of options.(6)
    
    Includes 91,250 shares of common stock that may be acquired upon exercise
of options.(7)
    
    Includes 28,125 shares of common stock that may be acquired upon exercise
of options(8)
    
    Includes 33,750 shares of common stock that may be acquired upon exercise
of options. Does not include 500 shares of common stock held by his
spouse.(9)
    
    Does not include 3,500 shares of common stock that may be acquired upon
exercise of options that are held by his spouse.(10)
    
    Includes 11,250 shares of common stock that may be acquired upon exercise
of options.(11)
    
    Includes 56,250 shares of common stock that may be acquired upon exercise
of options. Does not include 168,750 shares of common stock that may be
acquired upon exercise of options that are not exercisable within 60 days.(12)
    
    Includes 317,500 shares of common stock that may be acquired upon
exercise of options and 26,667 shares of restricted stock. Does not
include 295,000 shares of common stock that may be acquired upon exercise
of options that are not exercisable within 60 days.(13)
    
    Does not include 171,250 shares of common stock that may be acquired upon
exercise of options that are not exercisable within 60 days.(14)
    
    Includes 26,250 shares of common stock that may be acquired upon exercise
of options. Does not include 96,250 shares of common stock that may be
acquired upon exercise of options that are not exercisable within 60 days. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Medical Director Arrangements Dr. Lowery is a partner in Tyler Nephrology Associates, P.A., a practice
group currently consisting of eight nephrologists. Renal Care Group entered
into a Medical Director Agreement with that practice group effective as of
February 12, 2003. The Medical Director Agreement has a term of seven years
with successive renewal terms of three years each and provides for medical
director fees of $532,000 subject to agreed adjustments. During 2003, Renal
Care Group paid Tyler Nephrology Associates, P.A. a total of $701,622 under
this agreement. Dr. McMurray is a member of Indiana Dialysis Management, a division of
Indiana Medical Associates, a 46-member multi-specialty practice group. Renal
Care Group entered into a Medical Director Agreement dated February 12, 1996
with the predecessor of that practice group. The Medical Director Agreement
has a term of seven years with successive renewal terms of three years each and
provides for medical director fees of $326,000 subject to agreed adjustments.
During 2003, Renal Care Group paid Indiana Dialysis Management a total of
$620,000 under this agreement. We believe that each of the foregoing agreements was obtained on terms no
less favorable to the company than could be obtained from unaffiliated third
parties. The terms of each Medical Director Agreement were determined by
arms-length negotiations between Renal Care Group and the practices, with the
member of the board of directors taking no part in Renal Care Groups review or
negotiation of the relationship. Consulting Services Renal Care Group entered into an Independent Contractor Agreement with Dr.
McMurray, dated November 20, 1997, pursuant to which Dr. McMurray receives
$12,000 per month in connection with services provided to the company. Dr.
McMurray received $144,000 under this agreement during 2003. 15




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##### Table of Contents



Barbara McMurray, Dr. McMurrays spouse, is an employee of Renal Care
Group, serving as Vice President, Operations Development. In 2003, Ms.
McMurray received a base salary of $150,734 plus bonuses of $50,888. Relationship with Indiana Dialysis Management Renal Care Group and Indiana Dialysis Management formed two joint ventures
in 2001, each of which owns and operates one dialysis center in or near Fort
Wayne, Indiana. Indiana Dialysis Management owns a 30% interest in one of the
joint ventures and 40% in the other. The agreements for these joint ventures
require all members of the joint venture to contribute in cash their share of
all capital (including working capital) to operate the business and provide for
distributions out of net cash flow strictly in accordance with the members
interests. During 2001, Indiana Dialysis Management contributed $380,000 to
the capital of one of these two joint ventures and $351,493 to the capital of
the other. During 2003, the members of these joint ventures received
distributions equal to $90,000. The formation of these joint ventures was
reviewed by the audit and compliance committee and was approved by the full
board of directors, with Dr. McMurray not taking part in the deliberations. Leases of Real Property Dr. Lowery owns a 37% interest in real property and improvements that we
lease and use in the operation of two of our dialysis centers, one located in
Carthage and the other Tyler, Texas. Each lease is a triple net lease with
rent payable at $12.00 per square foot per year. The Tyler lease requires a
gross payment of $20,092 per month, and the Carthage lease requires a gross
payment of $2,479 per month. Each lease has an initial term of ten years with
two additional five-year renewal options. The amount of rent is subject to a
consumer price index adjustment after the initial five-year period. During
2003, Renal Care Group paid approximately $260,660 in rent under these leases
net of amounts attributable to subleases. We believe that the foregoing leases were obtained on terms no less
favorable than could be obtained from unaffiliated third parties. Company Policy Our policy is that transactions with affiliates must be reviewed by the
audit and compliance committee and approved by a majority of the disinterested
members of the board of directors and that the transactions will be made on
terms no less favorable to Renal Care Group than could be obtained from
unaffiliated third parties. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Ernst & Young LLP has served as Renal Care Groups independent auditors
since the companys inception and has been selected to serve in that capacity
for the fiscal year ended December 31, 2004. Audit Fees The aggregate fees billed by Ernst & Young for professional services
rendered for the audit of the companys annual financial statements for the
fiscal year ended December 31, 2004, and the reviews of the financial
statements included in the companys quarterly reports on Form 10-Q during the
fiscal years ended December 31, 2002 and December 31, 2003 were $254,498 and
$308,000, respectively. 16




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##### Table of Contents



Audit-Related Fees The aggregate fees billed by Ernst & Young in fiscal 2002 and 2003 for
audit-related services were $142,801 and $108,000, respectively. These
audit-related fees were for reviews of our internal controls as they are
maintained using the computer systems that support our financial reporting
system. Tax Fees The aggregate fees billed by Ernst & Young for tax-related services in
fiscal 2002 were $775,245. Of this amount, $531,045 related to tax compliance
services (principally the preparation and review of tax returns and assistance
in responding to audits and reviews by taxing authorities) and $244,200 related
primarily to assistance with federal, state and local tax planning advice. The
aggregate fees billed by Ernst & Young for tax-related services in fiscal 2003
were $812,000. Of this amount, $622,000 related to tax compliance services
(principally the preparation and review of tax returns and assistance in audits
and reviews by taxing authorities) and $190,000 related primarily to assistance
with federal, state and local tax planning advice. All Other Fees The were no fees billed by Ernst & Young for professional services
rendered during the fiscal years ended December 31, 2002 or December 31, 2003,
other than those described above under the captions Audit Fees, Audit-Related
Fees and Tax Fees. Audit Committee Review Our audit and compliance committee has reviewed the services rendered and
the fees billed by Ernst & Young for the fiscal year ended December 31, 2003.
The audit and compliance committee determined that the services rendered and
the fees billed last year that were not related to the audit of our financial
statements are compatible with the independence of Ernst & Young as our
independent auditors. Our audit committee approves all fees to be paid for
audit and non-audit services of Ernst & Young prior to engagement. 17




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##### Table of Contents



PART IV 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.  (a) 3.
    
    Exhibits 
 INDEX TO EXHIBITS ExhibitNumber
    
    Exhibit Description31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
 18




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on April 29, 2004. RENAL CARE GROUP, INC.By:
    /s/ David M. DillDavid M. DillExecutive Vice President and
Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report on Form 10-K has been signed by the following persons in the
capacities and on the dates indicated. *
    
    President, Chief Executive Officer and
    
    April 29, 2004Director (Principal Executive Officer)Gary A. Brukardt/s/ David M Dill
    
    Executive Vice President, Chief Financial
    
    April 29, 2004Officer, Treasurer (Principal Financial andDavid M. Dill
    
    Accounting Officer)*
    
    Director
    
    April 29, 2004Peter J. Grua*
    
    Director
    
    April 29, 2004Joseph C. Hutts*
    
    Director
    
    April 29, 2004Harry R. Jacobson, M.D.*
    
    Chairman of the Board, Director
    
    April 29, 2004William P. Johnston*
    
    Director
    
    April 29, 2004William V. Lapham*
    
    Director
    
    April 29, 2004Thomas A. Lowery, M.D.*
    
    Director
    
    April 29, 2004Stephen D. McMurray, M.D.*
    
    Director
    
    April 29, 2004C. Thomas Smith
 By:
    
    /s/ David M. DillDavid M. Dill, Attorney in Fact
 19