Exhibit 10.14
 AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED




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TABLE OF CONTENTS
 Article I TITLE AND DEFINITIONS
    
    
    11.1
    
    Definitions
    
    
    1Article II PARTICIPATION
    
    
    92.1
    
    Requirements for Participation
    
    
    9Article III DEFERRAL ELECTIONS
    
    
    103.1
    
    Elections to Defer Compensation
    
    
    103.2
    
    Investment Elections
    
    
    10Article IV DEFERRAL ACCOUNTS
    
    
    114.1
    
    Deferral Accounts
    
    
    114.2
    
    Company Contribution Account
    
    
    12Article V VESTING
    
    
    12Article VI DISTRIBUTIONS
    
    
    136.1
    
    Distribution of Deferred
Compensation and Discretionary Company Contributions
    
    
    136.2
    
    Unforeseeable Emergency Distribution
    
    
    166.3
    
    Inability to Locate Participant
    
    
    176.4
    
    Delay of Payment for Key Employees
    
    
    176.5
    
    Permissible Delays in Payment
    
    
    176.6
    
    Permitted Acceleration of Payment
    
    
    18Article VII ADMINISTRATION
    
    
    187.1
    
    Committee
    
    
    187.2
    
    Committee Action
    
    
    197.3
    
    Powers and Duties of the Committee
    
    
    197.4
    
    Construction and Interpretation
    
    
    207.5
    
    Information
    
    
    207.6
    
    Compensation, Expenses and Indemnity
    
    
    207.7
    
    Quarterly Statements; Delegation of Administrative Functions
    
    
    207.8
    
    Disputes
    
    
    20Article VIII MISCELLANEOUS
    
    
    218.1
    
    Unsecured General Creditor
    
    
    218.2
    
    Insurance Contracts or Policies
    
    
    228.3
    
    Restriction Against Assignment
    
    
    228.4
    
    Withholding
    
    
    228.5
    
    Amendment, Modification, Suspension or Termination
    
    
    228.6
    
    Governing Law
    
    
    248.7
    
    Section 409A
    
    
    248.8
    
    Receipt or Release
    
    
    248.9
    
    Payments on Behalf of Persons Under Incapacity
    
    
    24
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8.10
    
    Limitation of Rights and Employment Relationship
    
    
    258.11
    
    Headings
    
    
    25
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AMENDED AND RESTATED
AMSURG CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN, AS AMENDED
 ARTICLE I
TITLE AND DEFINITIONS
 1.1 Definitions
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5




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6




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th
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(1)
    
    The Participant is discharged by the Company;(2)
    
    The Participant voluntarily terminates employment with the Company; or(3)
    
    The Participant dies while employed with the Company.
      8




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ARTICLE II
PARTICIPATION
 2.1 Requirements for Participation
 ARTICLE III
DEFERRAL ELECTIONS
 3.1 Elections to Defer Compensation
 Initial Election Period
 General Rule
 9




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Duration of Compensation Deferral Election
 3.2 Investment Elections
   ARTICLE IV
DEFERRAL ACCOUNTS
 4.1 Deferral Accounts
 10




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4.2 Company Contribution Account
    11




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ARTICLE V
VESTING
   Plan Year*
    
    Vested PercentageYear 1**
    
    
    20
    %Year 2
    
    
    40
    %Year 3
    
    
    60
    %Year 4
    
    
    80
    %Year 5
    
    
    100
    %
 
 *
    
    A Participant will be given vesting credit for a Plan Year on the last day of that Plan Year if
he is still employed.**
    
    Plan Year for which a Company Discretionary Contribution Amount is made. Each Company
Discretionary Contribution Amount made pursuant to the Plan shall be subject to the vesting
schedule described above independently. For example, a Company Discretionary Contribution Amount
contributed by the Company in 2010 will fully vest in 2015, whereas a Company
Discretionary Contribution Amount contributed by the Company in 2011 will not fully vest until
2016.         12




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ARTICLE VI
DISTRIBUTIONS
 6.1 Distribution of Deferred Compensation and Discretionary Company Contributions
 Distribution upon Retirement or Separation from Service due to Long Term
Disability
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Distribution Under Elected Withdrawal Schedule (In-Service)
 Permitted Withdrawal Schedules
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Extensions
 Distribution for Separation from Service due to Death
 Distribution for Separation from Service Prior to Retirement or not Due to a Long Term
Disability
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6.2 Unforeseeable Emergency Distribution
        6.3 Inability to Locate Participant.
  6.4 Delay of Payment for Key Employees
  16




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6.5 Permissible Delays in Payment.
     17




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6.6 Permitted Acceleration of Payment.
  ARTICLE VII
ADMINISTRATION
 7.1 Committee
  7.2 Committee Action.
  7.3 Powers and Duties of the Committee
  18




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7.4 Construction and Interpretation
  7.5 Information
  7.6 Compensation, Expenses and Indemnity
  19




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7.7 Quarterly Statements; Delegation of Administrative Functions
   7.8 Disputes
 Claim
 Claim Decision
  Request for Review
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Review of Decision
 Legal Action
 ARTICLE VIII
MISCELLANEOUS
 8.1 Unsecured General Creditor
  8.2 Insurance Contracts or Policies
  8.3 Restriction Against Assignment
  21




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8.4 Withholding
  8.5 Amendment, Modification, Suspension or Termination
 Power to Amend
 Power to Terminate
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8.6 Governing Law
  8.7 Section 409A
  8.8 Receipt or Release
 8.9 Payments on Behalf of Persons Under Incapacity
  8.10 Limitation of Rights and Employment Relationship
  8.11 Headings
  24