0000704415-07-000046 Sample Contracts

RE: Long Term Performance Award
Healthways, Inc • April 9th, 2007 • Services-misc health & allied services, nec • Tennessee

This letter agreement sets forth the material terms of your Long Term Performance Award being entered into by American Healthways, Inc. (the “Company”) with you on September 29, 2006. You may evidence your execution of this agreement by countersigning the signature page below. The Company’s obligations set forth in this agreement are subject to formal approval by the Company’s Compensation Committee (the “Committee”).

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FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT
Revolving Credit and Term Loan Agreement • April 9th, 2007 • Healthways, Inc • Services-misc health & allied services, nec • New York

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of February 20, 2007, by and among HEALTHWAYS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (collectively, the “Lenders”) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”), and as the Issuing Bank and the Swingline Lender.

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