<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>2
<FILENAME>g90298exv4w1.txt
<DESCRIPTION>EX-4.1 AMENDED 1997 STOCK INCENTIVE PLAN
<TEXT>
<PAGE>
 
                                                                     Exhibit 4.1
 
                              AMENDED AND RESTATED
                                  AMSURG CORP.
                            1997 STOCK INCENTIVE PLAN
 
SECTION 1. PURPOSE; DEFINITIONS.
 
         The purpose of the AmSurg Corp. 1997 Stock Incentive Plan (the "Plan")
is to enable AmSurg Corp., a Tennessee corporation (the "Corporation") to
attract, retain and reward key employees of and consultants to the Corporation
and its Subsidiaries and Affiliates, and directors who are not also employees of
the Corporation, and to strengthen the mutuality of interests between such key
employees, consultants, and directors by awarding such key employees,
consultants, and directors performance-based stock incentives and/or other
equity interests or equity-based incentives in the Corporation, as well as
performance-based incentives payable in cash. The creation of the Plan shall not
diminish or prejudice other compensation programs approved from time to time by
the Board.
 
         For purposes of the Plan, the following terms shall be defined as set
forth below:
 
         A. "Affiliate" means any entity other than the Corporation and its
Subsidiaries that is designated by the Board as a participating employer under
the Plan, provided that the Corporation directly or indirectly owns at least 20%
of the combined voting power of all classes of stock of such entity or at least
20% of the ownership interests in such entity.
 
         B. "Board" means the Board of Directors of the Corporation.
 
         C. "Cause" has the meaning provided in Section 5(j) of the Plan.
 
         D. "Change in Control" has the meaning provided in Section 10(b) of the
Plan.
 
         E. "Change in Control Price" has the meaning provided in Section 10(d)
of the Plan.
 
         F. "Common Stock" means (i) prior to the Distribution, the
Corporation's Common Stock, without par value, and (ii) following the
Distribution, the Corporation's Class A Common Stock, without par value.
 
         G. "Code" means the Internal Revenue Code of 1986, as amended corn time
to time, and any successor thereto.
 
         H. "Committee" means the Committee referred to in Section 2 of the
Plan.
 
         I. "Corporation" means AmSurg Corp., a corporation organized under the
laws of the State of Tennessee or any successor corporation.
 
         J. "Disability" means disability as determined in accordance with
Corporation's policies in effect from time to time.
 
         K. "Distribution" means the Distribution contemplated by that certain
Distribution Agreement, dated as of March 7,1997, by and between American
Healthcorp, Inc. and the Corporation.
 
         L. "Early Retirement" means retirement, for purposes of this Plan with
the express consent of the Corporation at or before the time of such retirement,
from active employment with the Corporation and any Subsidiary or Affiliate
prior to age 65, in accordance with any applicable early retirement policy of
the Corporation then in effect or as may be approved by the Committee.
 
         M. "Effective Date" has the meaning provided in Section 14 of the Plan.
 
         N. "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor thereto.
 
<PAGE>
 
         O. "Fair Market Value" means with respect to the Common Stock, as of
any given date or dates, unless otherwise determined by the Committee in good
faith, the reported closing price of a share of Common Stock on The Nasdaq
National Market or such other market or exchange as is the principal trading
market for the Common Stock, or, if no such sale of a share of Common Stock is
reported on The Nasdaq National Market or other exchange or principal trading
market on such date, the fair market value of a share of Common Stock as
determined by the Committee in good faith.
 
         P. "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422 of
the Code.
 
         Q. "Immediate Family" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include
adoptive relationships.
 
         R. "Non-Employee Director" means a member of the Board who is a
Non-Employee Director within the meaning of Rule 16b-3(b) (3) promulgated under
the Exchange Act and an outside director within the meaning of Treasury
Regulation Sec. 162-27(e) (3) promulgated under the Code.
 
         S. "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
 
         T. "Normal Retirement" means retirement from active employment with the
Corporation and any Subsidiary or Affiliate on or after age 65.
 
         U. "Other Stock-Based Award" means an award under Section 8 below that
is valued in whole or in part by reference to, or is otherwise based on, the
Common Stock.
 
         V. "Outside Director" means a member of the Board who is not an officer
or employee of the Corporation or any Subsidiary or Affiliate of the
Corporation. A Board member who serves as a medical director but is not either
an officer or employee will be deemed to be an Outside Director.
 
         W. "Outside Director Restricted Stock" means an award to an Outside
Director under Section 9 below.
 
         X. "Plan" means this 1997 Stock Incentive Plan, as amended from time to
time.
 
         Y. "Restricted Stock" means an award of shares of Common Stock that is
subject to restrictions under Section 7 of the Plan.
 
         Z. "Restriction Period" has the meaning provided in Section 7 of the
Plan.
 
         AA. "Retirement" means Normal or Early Retirement.
 
         BB. "Section 162(m) Maximum" has the meaning provided in Section 3(a)
hereof.
 
         CC. "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Corporation all (or a portion)
of a Stock Option in exchange for an amount equal to the difference between (i)
the Fair Market Value, as of the date such Stock Option (or such portion
thereof) is surrendered, of the shares of Common Stock covered by such Stock
Option (or such portion thereof), subject, where applicable, to the pricing
provisions in Section 6(b)(ii), and (ii) the aggregate exercise price of such
Stock Option (or such portion thereof).
 
         DD. "Stock Option" or "Option" means any option to purchase shares of
Common Stock (including Restricted Stock, if the Committee so determines)
granted pursuant to Section 5 below.
 
                                        2
 
<PAGE>
 
         EE. "Subsidiary" means any corporation (other than the Corporation) in
an unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.
 
SECTION 2. ADMINISTRATION.
 
         The Plan shall be administered by a Committee of not less than two
Non-Employee Directors, who shall be appointed by the Board and who shall serve
at the pleasure of the Board. Decisions of the Committee may be ratified by the
Board. The functions of the Committee specified in the Plan may be exercised by
an existing Committee of the Board composed exclusively of Non-Employee
Directors. The initial Committee shall be the Compensation Committee of the
Board.
 
         The Committee shall have authority to grant, pursuant to the terms of
the Plan, to officers, other key employees, Outside Directors and consultants
eligible under Section 4: (i) Stock Options, (ii) Stock Appreciation Rights,
(iii) Restricted Stock, and/or (iv) Other Stock-Based Awards; provided, however,
that the power to grant and establish the terms and conditions of awards to
Outside Directors under the Plan other than pursuant to Section 9 shall be
reserved to the Board.
 
         In particular, the Committee, or the Board, as the case may be, shall
have the authority, consistent with the terms of the Plan:
 
                  (a) to select the officers, key employees and Outside
         Directors of and consultants to the Corporation and its Subsidiaries
         and Affiliates to whom Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards may from time to time
         be granted hereunder;
 
                  (b) to determine whether and to what extent Incentive Stock
         Options, NonQualified Stock Options, Stock Appreciation Rights,
         Restricted Stock, and/or Other Stock-Based Awards, or any combination
         thereof, are to be granted hereunder to one or more eligible persons;
 
                  (c) to determine the number of shares to be covered by each
         such award granted hereunder;
 
                  (d) to determine the terms and conditions, not inconsistent
         with the terms of the Plan, of any award granted hereunder (including,
         but not limited to, the share price and any restriction or limitation,
         or any vesting acceleration or waiver of forfeiture restrictions
         regarding any Stock Option or other award and/or the shares of Common
         Stock relating thereto, based in each case on such factors as the
         Committee shall determine, in its sole discretion); and to amend or
         waive any such terms and conditions to the extent permitted by Section
         11 hereof;
 
                  (e) to determine whether and under what circumstances a Stock
         Option may be settled in cash or Restricted Stock under Section 5(m) or
         (n) as applicable, instead of Common Stock;
 
                  (f) to determine whether, to what extent, and under what
         circumstances Option grants and/or other awards under the Plan are to
         be made, and operate, on a tandem basis vis-a-vis other awards under
         the Plan and/or cash awards made outside of the Plan;
 
                  (g) to determine whether, to what extent, and under what
         circumstances shares of Common Stock and other amounts payable with
         respect to an award under this Plan shall be deferred either
         automatically or at the election of the participant (including
         providing for and determining the amount (if any) of any deemed
         earnings on any deferred amount during any deferral period);
 
                  (h) to determine whether to require payment of tax withholding
         requirements in shares of Common Stock subject to the award; and
 
                  (i) to impose any holding period required to satisfy Section
         16 under the Exchange Act.
 
                                        3
 
<PAGE>
 
         The Committee shall have the authority to adopt, alter, and repeal such
rules, guidelines, and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
award issued under the Plan (and any agreements relating thereto); and to
otherwise supervise the administration of the Plan.
 
         All decisions made by the Committee pursuant to the provisions of the
Plan shall be subject to ratification by the Board, which shall act only on the
recommendation of the Committee as to all matters as to which the Committee has
discretion pursuant to the provisions of the Plan. Subject to such ratification,
the decisions of the Committee shall be final and binding on all persons,
including the Corporation and Plan participants.
 
SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PLAN.
 
         (a) The aggregate number of shares of Common Stock that may be issued
under the Plan shall be 7,935,000 shares. The shares of Common Stock issuable
under the Plan may consist, in whole or in part, of authorized and unissued
shares or treasury shares. No officer of the Corporation or other person whose
compensation may be subject to the limitations on deductibility under Section
162(m) of the Code shall be eligible to receive awards pursuant to this Plan
relating to in excess of 300,000 shares of Common Stock in any fiscal year (the
"Section 162(m) Maximum").
 
         (b) If any shares of Common Stock that have been optioned cease to be
subject to a Stock Option, or if any shares of Common Stock that are subject to
any Restricted Stock or Other Stock-Based Award granted hereunder are forfeited
prior to the payment of any dividends, if applicable, with respect to such
shares of Common Stock, or any such award otherwise terminates without a payment
being made to the participant in the form of Common Stock, such shares shall
again be available for distribution in connection with future awards under the
Plan.
 
         (c) In the event of any merger, reorganization, consolidation,
recapitalization, extraordinary cash dividend, stock dividend, stock split or
other change in corporate structure affecting the Common Stock, an appropriate
substitution or adjustment shall be made in the maximum number of shares that
may be awarded under the Plan, in the number and option price of shares subject
to outstanding Options granted under the Plan, in the number of shares
underlying grants of Restricted Stock and Outside Director Restricted Stock, the
Section 162(m) Maximum and in the number of shares subject to other outstanding
awards granted under the Plan as may be determined to be appropriate by the
Committee, in its sole discretion, provided that the number of shares subject to
any award shall always be a whole number. The adjusted option price shall also
be used to determine the amount payable by the Corporation upon the exercise of
any Stock Appreciation Right associated with any Stock Option.
 
SECTION 4. ELIGIBILITY.
 
         Officers, other key employees and Outside Directors of and consultants
to the Corporation and its Subsidiaries and Affiliates who are responsible for
or contribute to the management, growth and/or profitability of the business of
the Corporation and/or its Subsidiaries and Affiliates are eligible to be
granted awards under the Plan. Outside Directors are eligible to receive awards
pursuant to Section 9 and as otherwise determined by the Board.
 
SECTION 5. STOCK OPTIONS.
 
         Stock Options may be granted alone, in addition to, or in tandem with
other awards granted under the Plan and/or cash awards made outside of the Plan.
Any Stock Option granted under the Plan shall be in such form as the Committee
may from time to time approve.
 
         Stock Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options may
be granted only to individuals who are employees of the Corporation or any
Subsidiary of the Corporation.
 
         The Committee shall have the authority to grant to any optionee
Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock
Options (in each case with or without Stock Appreciation Rights).
 
                                        4
 
<PAGE>
 
         Options granted to officers, key employees, Outside Directors and
consultants under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the plan, as the Committee shall deem desirable.
 
         (a) Option Price. The option price per share of Common Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant but shall be not less than 100% of the Fair Market Value of the
Stock at grant, in the case of both Incentive Stock Options and Non-Qualified
Stock Options (or, in the case of any employee who owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Corporation or of any of its Subsidiaries, not less than 110% of the Fair Market
Value of the Stock at grant in the case of Incentive Stock Options).
 
         (b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option or Non-Qualified Stock Option shall be
exercisable more than ten years after the date the Option is granted (or, in the
case of an employee who owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Corporation or any of its
Subsidiaries or parent corporations, more than five years after the date the
Option is granted in the case of Incentive Stock Options).
 
         (c) Exercisability. Stock Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at or after grant; provided, however, that except as provided in
Section 5(g) and (h) and Section 10, unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to the
first anniversary date of the granting of the Option. The Committee may provide
that a Stock Option shall vest over a period of future service at a rate
specified at the time of grant, or that the Stock Option is exercisable only in
installments. If the Committee provides, in its sole discretion, that any Stock
Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time at or after grant, in whole or in
part, based on such factors as the Committee shall determine in its sole
discretion.
 
         (d) Method of Exercise. Subject to whatever installment exercise
restrictions apply under Section 5(c), Stock Options may be exercised in whole
or in part at any time during the option period, by giving written notice of
exercise to the Corporation specifying the number of shares to be purchased.
Such notice shall be accompanied by payment in full of the purchase price,
either by check or such other instrument as the Committee may accept (provided,
that the Corporation may not loan or extend credit to any person in connection
with the exercise of any Stock Option) . As determined by the Committee, in its
sole discretion, at or (except in the case of an Incentive Stock Option) after
grant, payment in full or in part may also be made in the form of shares of
Common Stock already owned by the optionee or, in the case of a Non-Qualified
Stock Option, shares of Restricted Stock or shares subject to such Option or
another award hereunder (in each case valued at the Fair Market Value of the
Common Stock on the date the Option is exercised). If payment of the exercise
price is made in part or in full with Common Stock, the Committee may award to
the employee a new Stock Option to replace the Common Stock which was
surrendered. If payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock, such
Restricted Stock (and any replacement shares relating thereto) shall remain (or
be) restricted in accordance with the original terms of the Restricted Stock
award in question, and any additional Common Stock received upon the exercise
shall be subject to the same forfeiture restrictions, unless otherwise
determined by the Committee, in its sole discretion, at or after grant. No
shares of Common Stock shall be issued until full payment therefor has been
made. An optionee shall generally have the rights to dividends or other rights
of a shareholder with respect to shares subject to the Option when the optionee
has given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in Section 13(a).
 
         (e) Transferability of Options. No Non-Qualified Stock Option shall be
transferable by the optionee without the prior written consent of the Committee
other than (i) transfers by the Optionee to a member of his or her Immediate
Family or a trust for the benefit of the optionee or a member of his or her
Immediate Family, or (ii) transfers by will or by the laws of descent and
distribution. No Incentive Stock Option shall be transferable by the optionee
otherwise than by will or by the laws of descent and distribution and all
Incentive Stock Options shall be exercisable, during the optionee's lifetime,
only by the optionee.
 
                                        5
 
<PAGE>
 
         (f) Bonus for Taxes. In the case of a Non-Qualified Stock Option or an
optionee who elects to make a disqualifying disposition (as defined in Section
422(a)(l) of the Code) of Common Stock acquired pursuant to the exercise of an
Incentive Stock Option, the Committee in its discretion may award at the time of
grant or thereafter the right to receive upon exercise of such Stock Option a
cash bonus calculated to pay part or all of the federal and state, if any,
income tax incurred by the optionee upon such exercise.
 
         (g) Termination by Death. Subject to Section 5(k), if an optionee's
employment by the Corporation and any Subsidiary or (except in the case of an
Incentive Stock Option) Affiliate terminates by reason of death, any Stock
Option held by such optionee may thereafter be exercised, to the extent such
option was exercisable at the time of death or (except in the case of an
Incentive Stock Option) on such accelerated basis as the Committee may determine
at or after grant (or except in the case of an Incentive Stock Option, as may be
determined in accordance with procedures established by the Committee) by the
legal representative of the estate or by the legatee of the optionee under the
will of the optionee, for a period of one year (or such other period as the
Committee may specify at or after grant) from the date of such death or until
the expiration of the stated term of such Stock Option, whichever period is the
shorter.
 
         (h) Termination by Reason of Disability. Subject to Section 5(k) if an
optionee's employment by the Corporation and any Subsidiary or (except in the
case of an Incentive Stock Option) Affiliate terminates by reason of Disability,
any Stock Option held by such optionee may thereafter be exercised by the
optionee, to the extent it was exercisable at the time of termination or (except
in the case of an Incentive Stock Option) on such accelerated basis as the
Committee may determine at or after grant (or, except in the case of an
Incentive Stock Option, as may be determined in accordance with procedures
established by the Committee), for a period of (i) three years (or such other
period as the Committee may specify at or after grant) from the date of such
termination of employment or until the expiration of the stated term of such
Stock Option, whichever period is the shorter, in the case of a Non-Qualified
Stock Option and (ii) one year from the date of termination of employment or
until the expiration of the stated term of such Stock Option, whichever period
is shorter, in the case of an Incentive Stock Option; provided however, that, if
the optionee dies within the period specified in (i) above (or other such period
as the committee shall specify at or after grant), any unexercised Non Qualified
Stock Option held by such optionee shall thereafter be exercisable to the extent
to which it was exercisable at the time of death for a period of twelve months
from the date of such death or until the expiration of the stated term of such
Stock Option, whichever period is shorter. In the event of termination of
employment by reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise period applicable to Incentive Stock
Options, but before the expiration of any period that would apply if such Stock
Option were a Non-Qualified Stock Option, such Stock Option will thereafter be
treated as a Non-Qualified Stock Option.
 
         (i) Termination by Reason of Retirement. Subject to Section 5(k) if an
optionee's employment by the Corporation and any Subsidiary or (except in the
case of an Incentive Stock Option) Affiliate terminates by reason of Normal or
Early Retirement, any Stock Option held by such optionee may thereafter be
exercised by the optionee, to the extent it was exercisable at the time of such
Retirement or (except in the case of an Incentive Stock Option) on such
accelerated basis as the Committee may determine at or after grant (or, except
in the case of an Incentive Stock Option, as may be determined in accordance
with procedures established by the Committee), for a period of (i) three years
(or such other period as the Committee may specify at or after grant) from the
date of such termination of employment or the expiration of the stated term of
such Stock Option, whichever period is the shorter, in the case of a
Non-Qualified Stock Option and (ii) three months from the date of such
termination of employment or the expiration of the stated term of such Stock
Option, whichever period is the shorter, in the event of an Incentive Stock
Option; provided however, that, if the optionee dies within the period specified
in (i) above (or other such period as the Committee shall specify at or after
grant), any unexercised Non-Qualified Stock Option held by such optionee shall
thereafter be exercisable to the extent to which it was exercisable at the time
of death for a period of twelve months from the date of such death or until the
expiration of the stated term of such Stock Option, whichever period is shorter.
In the event of termination of employment by reason of Retirement, if an
Incentive Stock Option is exercised after the expiration of the exercise period
applicable to Incentive Stock Options, but before the expiration of the period
that would apply if such Stock Option were a Non-Qualified Stock Option, the
option will thereafter be treated as a Non-Qualified Stock Option.
 
         (j) Other Termination. Subject to Section 5(k), unless otherwise
determined by the Committee (or pursuant to procedures established by the
Committee) at or (except in the case of an Incentive Stock Option) after
 
                                        6
 
<PAGE>
 
grant, if an optionee's employment by the Corporation and any Subsidiary or
(except in the case of an Incentive Stock Option) Affiliate is involuntarily
terminated for any reason other than death, Disability or Normal or Early
Retirement, the Stock Option shall thereupon terminate, except that such Stock
Option may be exercised, to the extent otherwise then exercisable, for the
lesser of three months or the balance of such Stock Option's term if the
involuntary termination is without Cause. For purposes of this Plan, "Cause"
means (i) a felony conviction of a participant or the failure of a participant
to contest prosecution for a felony, or (ii) a participant's willful misconduct
or dishonesty, which is directly and materially harmful to the business or
reputation of the Corporation or any Subsidiary or Affiliate. If an optionee
voluntarily terminates employment with the Corporation and any Subsidiary or
(except in the case of an Incentive Stock Option) Affiliate (except for
Disability, Normal or Early Retirement), the Stock Option shall thereupon
terminate; provided, however, that the Committee at grant or (except in the case
of an Incentive Stock Option) thereafter may extend the exercise period in this
situation for the lesser of three months or the balance of such Stock Option's
term.
 
         (k) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options shall
be interpreted, amended, or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the optionee(s) affected, to
disqualify any Incentive Stock Option under such Section 422. No Incentive Stock
Option shall be granted to any participant under the Plan if such grant would
cause the aggregate Fair Market Value (as of the date the Incentive Stock Option
is granted) of the Common Stock with respect to which all Incentive Stock
Options are exercisable for the first time by such participant during any
calendar year (under all such plans of the Company and any Subsidiary) to exceed
$100,000. To the extent permitted under Section 422 of the Code or the
applicable regulations thereunder or any applicable Internal Revenue Service
pronouncement:
 
                  (i) if (x) a participant's employment is terminated by reason
         of death, Disability, or Retirement and (y) the portion of any
         Incentive Stock Option that is otherwise exercisable during the
         post-termination period specified under Section 5(g), (h) or (i),
         applied without regard to the $100,000 limitation contained in Section
         422(d) of the Code, is greater than the portion of such Option that is
         immediately exercisable as an "Incentive Stock Option" during such
         post-termination period under Section 422, such excess shall be treated
         as a NonQualified Stock Option; and
 
                  (ii) if the exercise of an Incentive Stock Option is
         accelerated by reason of a Change in Control, any portion of such
         Option that is not exercisable as an Incentive Stock Option by reason
         of the $100,000 limitation contained in Section 422(d) of the Code
         shall be treated as a Non-Qualified Stock Option.
 
         (l) Buyout Provisions. The Committee may at any time offer to buy out
for a payment in cash, Common Stock, or Restricted Stock an Option previously
granted, based on such terms and conditions as the Committee shall establish and
communicate to the optionee at the time that such offer is made.
 
         (m) Settlement Provisions. If the option agreement so provides at grant
or (except in the case of an Incentive Stock Option) is amended after grant and
prior to exercise to so provide (with the optionee's consent), the Committee may
require that all or part of the shares to be issued with respect to the spread
value of an exercised Option take the form of Restricted Stock, which shall be
valued on the date of exercise on the basis of the Fair Market Value (as
determined by the Committee) of such Restricted Stock determined without regards
to the forfeiture restrictions involved.
 
         (n) Performance and Other Conditions. The Committee may condition the
exercise of any Option upon the attainment of specified performance goals or
other factors as the Committee may determine, in its sole discretion. Unless
specifically provided in the option agreement, any such conditional Option shall
vest immediately prior to its expiration if the conditions to exercise have not
theretofore been satisfied.
 
SECTION 6. STOCK APPRECIATION RIGHTS.
 
         (a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights
 
                                        7
 
<PAGE>
 
may be granted either at or after the time of the grant of such Stock Option. In
the case of an Incentive Stock Option, such rights may be granted only at the
time of the grant of such Stock Option. A Stock Appreciation Right or applicable
portion thereof granted with respect to a given Stock Option shall terminate and
no longer be exercisable upon the termination or exercise of the related Stock
Option, subject to such provisions as the Committee may specify at grant where a
Stock Appreciation Right is granted with respect to less than the full number of
shares covered by a related Stock Option. A Stock Appreciation Right may be
exercised by an optionee, subject to Section 6(b), in accordance with the
procedures established by the Committee for such purpose. Upon such exercise,
the optionee shall be entitled to receive an amount determined in the manner
prescribed in Section 6(b). Stock Options relating to exercised Stock
Appreciation Rights shall no longer be exercisable to the extent that the
related Stock Appreciation Rights have been exercised.
 
         (b) Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:
 
                  (i) Stock Appreciation Rights shall be exercisable only at
         such time or times and to the extent that the Stock Options to which
         they relate shall be exercisable in accordance with the provisions of
         Section 5 and this Section 6 of the Plan.
 
                  (ii) Upon the exercise of a Stock Appreciation Right, an
         optionee shall be entitled to receive an amount in cash and/or shares
         of Common Stock equal in value to the excess of the Fair Market Value
         of one share of Common Stock over the option price per share specified
         in the related Stock Option multiplied by the number of shares in
         respect of which the Stock Appreciation Right shall have been
         exercised, with the Committee having the right to determine the form of
         payment. When payment is to be made in shares, the number of shares to
         be paid shall be calculated on the basis of the Fair Market Value of
         the shares on the date of exercise. When payment is to be made in cash,
         such amount shall be calculated on the basis of the Fair Market Value
         of the Common Stock on the date of exercise.
 
                  (iii) Stock Appreciation Rights shall be transferable only
         when and to the extent that the underlying Stock Option would be
         transferable under Section 5(e) of the Plan.
 
                  (iv) Upon the exercise of a Stock Appreciation Right, the
         Stock Option or part thereof to which such Stock Appreciation Right is
         related shall be deemed to have been exercised for the purpose of the
         limitation set forth in Section 3 of the Plan on the number of shares
         of Common Stock to be issued under the Plan.
 
                  (v) The Committee, in its sole discretion, may also provide
         that, in the event of a Change in Control and/or a Potential Change in
         Control, the amount to be paid upon the exercise of a Stock
         Appreciation Right shall be based on the Change in Control Price,
         subject to such terms and conditions as the Committee may specify at
         grant.
 
                  (vi) The Committee may condition the exercise of any Stock
         Appreciation Right upon the attainment of specified performance goals
         or other factors as the Committee may determine, in its sole
         discretion.
 
SECTION 7. RESTRICTED STOCK.
 
         (a) Administration. Shares of Restricted Stock may be issued either
alone, in addition to, or in tandem with other awards granted under the Plan
and/or cash awards made outside the Plan. The Committee shall determine the
eligible persons to whom, and the time or times at which, grants of Restricted
Stock will be made, the number of shares of Restricted Stock to be awarded to
any person, the price (if any) to be paid by the recipient of Restricted Stock
(subject to Section 7(b)), the time or times within which such awards may be
subject to forfeiture, and the other terms, restrictions and conditions of the
awards in addition to those set forth in Section 7(c). The Committee may
condition the grant of Restricted Stock upon the attainment of specified
performance goals or such other factors as the Committee may determine, in its
sole discretion. The provisions of Restricted Stock awards need not be the same
with respect to each recipient. The aggregate number of shares of Restricted
Stock that may be issued pursuant to this Section 7, when aggregated with the
number of Other Stock-Based Awards issued pursuant to
 
                                        8
 
<PAGE>
 
Section 8 herein, shall not exceed 10% of the aggregate number of shares of
Common Stock that may be issued under the Plan, as it may be amended from time
to time.
 
         (b) Awards and Certificates. The prospective recipient of a Restricted
Stock award shall not have any rights with respect to such award, unless and
until such recipient has executed an agreement evidencing the award and has
delivered a fully executed copy thereof to the Corporation, and has otherwise
complied with the applicable terms and conditions of such award.
 
                  (i) The purchase price for shares of Restricted Stock shall be
         established by the Committee and may be zero.
 
                  (ii) Awards of Restricted Stock must be accepted within a
         period of 60 days (or such shorter period as the Committee may specify
         at grant) after the award date, by executing a Restricted Stock Award
         Agreement and paying whatever price (if any) is required under Section
         7(b)(i).
 
                  (iii) Each participant receiving a Restricted Stock award
         shall be issued a stock certificate in respect of such shares of
         Restricted Stock. Such certificate shall be registered in the name of
         such participant, and shall bear an appropriate legend referring to the
         terms, conditions, and restrictions applicable to such award.
 
                  (iv) The Committee shall require that the stock certificates
         evidencing such shares be held in custody by the Corporation until the
         restrictions thereon shall have lapsed, and that, as a condition of any
         Restricted Stock award, the participant shall have delivered a stock
         power, endorsed in blank, relating to the shares of Common Stock
         covered by such award.
 
         (c) Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Section 7 shall be subject to the following restrictions and
conditions:
 
                  (i) In accordance with the provisions of this Plan and the
         award agreement, during a period set by the Committee commencing with
         the date of such award (the "Restriction Period"), the participant
         shall not be permitted to sell, transfer, pledge, assign, or otherwise
         encumber shares of Restricted Stock awarded under the Plan, except to
         the extent permitted under Section 13(h) below. Within these limits,
         the Committee, in its sole discretion, may provide for the lapse of
         such restrictions in installments and may accelerate or waive such
         restrictions, in whole or in part, based on service, performance, such
         other factors or criteria as the Committee may determine in its sole
         discretion.
 
                  (ii) Except as provided in this paragraph (ii) and Section
         7(c)(i), the participant shall have, with respect to the shares of
         Restricted Stock, all of the rights of a shareholder of the
         Corporation, including the right to vote the shares, and the right to
         receive any cash dividends. The Committee, in its sole discretion, as
         determined at the time of award, may permit or require the payment of
         cash dividends to be deferred and, if the Committee so determines,
         reinvested, subject to Section 14(e), in additional Restricted Stock to
         the extent shares are available under Section 3, or otherwise
         reinvested. Pursuant to Section 3 above, stock dividends issued with
         respect to Restricted Stock shall be treated as additional shares of
         Restricted Stock that are subject to the same restrictions and other
         terms and conditions that apply to the shares with respect to which
         such dividends are issued. If the Committee so determines, the award
         agreement may also impose restrictions on the right to vote and the
         right to receive dividends.
 
                  (iii) Subject to the applicable provisions of the award
         agreement and this Section 7, upon termination of a participant's
         employment with the Corporation and any Subsidiary or Affiliate for any
         reason during the Restriction Period, all shares still subject to
         restriction will vest, or be forfeited, in accordance with the terms
         and conditions established by the Committee at or after grant.
 
                  (iv) If and when the Restriction Period expires without a
         prior forfeiture of the Restricted Stock subject to such Restriction
         Period, certificates for an appropriate number of unrestricted shares
         shall be delivered to the participant promptly.
 
                                        9
 
<PAGE>
 
         (d) Minimum Value Provisions. In order to better ensure that award
payments actually reflect the performance of the Corporation and service of the
participant, the Committee may provide, in its sole discretion, for a tandem
performance-based or other award designed to guarantee a minimum value, payable
in cash or Common Stock to the recipient of a restricted stock award, subject to
such performance, future service, deferral, and other terms and conditions as
may be specified by the Committee.
 
SECTION 8. OTHER STOCK-BASED AWARDS.
 
         (a) Administration. Other Stock-Based Awards, including, without
limitation, performance shares, convertible preferred stock, convertible
debentures, exchangeable securities and Common Stock awards or options valued by
reference to earnings per share or Subsidiary performance, may be granted either
alone, in addition to, or in tandem with Stock Options, Stock Appreciation
Rights, or Restricted Stock granted under the Plan and cash awards made outside
of the Plan; provided that no such Other Stock-Based Awards may be granted in
tandem with Incentive Stock Options if that would cause such Stock Options not
to qualify as Incentive Stock Options pursuant to Section 422 of the Code.
Subject to the provisions of the Plan, the Committee shall have authority to
determine the persons to whom and the time or times at which such awards shall
be made, the number of shares of Common Stock to be awarded pursuant to such
awards, and all other conditions of the awards. The Committee may also provide
for the grant of Common Stock upon the completion of a specified performance
period. The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient. The aggregate number of Other Stock-Based Awards that
may be issued pursuant to this Section 8, when aggregated with the number of
shares of Restricted Stock issued pursuant to Section 7 herein, shall not exceed
10% of the aggregate number of shares of Common Stock that may be issued under
the Plan, as it may be amended from time to time.
 
         (b) Terms and Conditions. Other Stock-Based Awards made pursuant to
this Section 8 shall be subject to the following terms and conditions:
 
                  (i) Shares subject to awards under this Section 8 and the
         award agreement referred to in Section 8(b)(v) below, may not be sold,
         assigned, transferred, pledged, or otherwise encumbered prior to the
         date on which the shares are issued, or, if later, the date on which
         any applicable restriction, performance, or deferral period lapses.
 
                  (ii) Subject to the provisions of this Plan and the award
         agreement and unless otherwise determined by the Committee at grant,
         the recipient of an award under this Section 8 shall be entitled to
         receive, currently or on a deferred basis, interest or dividends or
         interest or dividend equivalents with respect to the number of shares
         covered by the award, as determined at the time of the award by the
         Committee, in its sole discretion, and the Committee may provide that
         such amounts (if any) shall be deemed to have been reinvested in
         additional shares of Common Stock or otherwise reinvested.
 
                  (iii) Any award under Section 8 and any shares of Common Stock
         covered by any such award shall vest or be forfeited to the extent so
         provided in the award agreement, as determined by the Committee in its
         sole discretion.
 
                  (iv) In the event of the participant's Retirement, Disability,
         or death, or in cases of special circumstances, the Committee may, in
         its sole discretion, waive in whole or in part any or all of the
         remaining limitations imposed hereunder (if any) with respect to any or
         all of an award under this Section 8.
 
                  (v) Each award under this Section 8 shall be confirmed by, and
         subject to the terms of, an agreement or other instrument by the
         Corporation and the participant.
 
                  (vi) Common Stock (including securities convertible into
         Common Stock) issued on a bonus basis under this Section 8 may be
         issued for no cash consideration. Common Stock (including securities
         convertible into Common Stock) purchased pursuant to a purchase right
         awarded under this Section 8 shall be priced at not less than 100% of
         the Fair Market Value of the Common Stock on the date of grant.
 
                                       10
 
<PAGE>
 
SECTION 9. AWARDS TO OUTSIDE DIRECTORS.
 
         (a) The provisions of this Section 9 shall apply only to awards to
Outside Directors in accordance with this Section 9. The Committee shall have no
authority to determine the timing of or the terms or conditions of any award
under this Section 9.
 
         (b) Effective as of the Distribution, each person serving as an Outside
Director on such date will receive a grant of a number of shares of Common Stock
(rounded up to the next whole share) having an aggregate Fair Market Value on
such date equal to $10,000, which shares shall be restricted as provided in this
Section 9.
 
         (c) On the date of each Annual Meeting of Shareholders of the
Corporation occurring after the Distribution, unless this Plan has been
previously terminated, each Outside Director will receive an automatic grant of
a number of shares of Common Stock (rounded up to the next whole share) having
an aggregate Fair Market Value on such date equal to $10,000 (subject to
increase based upon any increase in the Consumer Price Index for Urban Wage
Earners and Clerical Workers, U.S. All City Average Report, of the U. S. Bureau
of Labor Statistics or, if such index is no longer available, a similar index),
which shares shall be restricted as provided in this Section 9.
 
         (d) Each grant of Outside Director Restricted Stock shall vest in
increments of one-third of the shares of Common Stock subject to such grant,
with the first one-third increment vesting on the date of grant, the second
one-third increment on the first anniversary of the date of grant and the final
one-third increment on the second anniversary of the date of grant, if the
grantee is still a member of the Board on such dates. Upon the vesting of the
shares, the Corporation will deliver the stock certificate(s) evidencing the
vested shares to the Outside Director, all restrictions on the shares imposed by
this Plan (other than pursuant to Section 13(a) below) will be lifted and such
shares will no longer be deemed to be "Outside Directors Restricted Stock"
hereunder.
 
         (e) Until the earlier of (i) five years from the date of grant and (ii)
the date on which the Outside Director ceases to serve as a director of the
Corporation (the "Outside Director Period of Restriction"), no Outside Director
Restricted Stock may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution. Each certificate representing Outside Director Restricted Stock
granted pursuant to this Section 9 shall bear the following legend:
 
         "The sale or other transfer of the shares represented by this
         certificate, whether voluntary, involuntary, or by operation of law, is
         subject to certain restrictions on transfer set forth in the AmSurg
         Corp. 1997 Stock Incentive Plan (the "Plan"). A copy of the Plan and
         the rules of such Plan may be obtained from the Secretary of AmSurg
         Corp."
 
Once the Outside Director Period of Restriction has lapsed, the grantee shall be
entitled to have the legend required by this Section 9 removed from such stock
certificate(s); provided however, that such certificate shall be subject to any
legend required by applicable state or federal law.
 
         (f) Upon termination of an Outside Director's service as a member of
the Board for any reason other than death, disability or retirement, all shares
of Outside Restricted Stock not theretofore vested will be forfeited. Upon
termination of an Outside Director's service as a member of the Board due to
death, disability or retirement, all shares of Outside Director Restricted Stock
will immediately vest.
 
         (g) Grantees of Outside Director Restricted Stock shall enter into a
restricted stock agreement with the Corporation setting forth the terms provided
herein. Each participant receiving an award of Outside Director Restricted Stock
shall be issued one or more stock certificates evidencing the shares of Outside
Director Restricted Stock. Such certificates shall be registered in the name of
the Outside Director, and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to the award. The stock
certificates shall be held in the custody of the Corporation until the award or
portion thereof represented by such certificate is vested. The Corporation may
require the Outside Director to deliver a stock power, endorsed in blank,
relating to the shares of Common Stock covered by the award.
 
         (h) Outside Directors will have the right to vote the shares and to
receive cash dividends with respect to the shares of Outside Director Restricted
Stock. Stock dividends issued with respect to Outside Director
 
                                       11
 
<PAGE>
 
Restricted Stock will be treated as additional shares of Outside Director
Restricted Stock subject to the same restrictions and vesting schedule as the
shares of Outside Director Restricted Stock with respect to which they were
received.
 
         (i) Shares of Outside Director Restricted Stock shall be subject to
Section 10. The number of shares underlying each grant of Outside Director
Restricted Stock shall be adjusted automatically in the same manner as the
number of shares under Section 3 hereof at any time that awards of Restricted
Stock are adjusted as provided in Section 3.
 
SECTION 10. CHANGE IN CONTROL PROVISIONS.
 
         (a) Impact of Event. In the event of:
 
                           (1) a "Change in Control" as defined in Section
                  10(b); or
 
                           (2) a "Potential Change in Control" as defined in
                  Section 10(c), but only if and to the extent so determined by
                  the Committee or the Board at or after grant (subject to any
                  right of approval expressly reserved by the Committee or the
                  Board at the time of such determination),
 
                  (i) Subject to the limitations set forth below in this Section
         10(a), the following acceleration provisions shall apply:
 
                           (a) Any Stock Appreciation Rights or any Stock Option
                  awarded under the Plan not previously exercisable and vested
                  shall become fully exercisable and vested.
 
                           (b) The restrictions applicable to any Restricted
                  Stock, Outside Director Restricted Stock and Other Stock-Based
                  Awards, in each case to the extent not already vested under
                  the Plan, shall lapse and such shares and awards shall be
                  deemed fully vested.
 
                  (ii) Subject to the limitations set forth below in this
         Section 10(a), the value of all outstanding Stock Options, Stock
         Appreciation Rights, Restricted Stock, Outside Director Restricted
         Stock and Other Stock-Based Awards, in each case to the extent vested,
         shall, unless otherwise determined by the Board or by the Committee in
         its sole discretion prior to any Change in Control, be cashed out on
         the basis of the "Change in Control Price" as defined in Section 10(d)
         as of the date such Change in Control or such Potential Change in
         Control is determined to have occurred or such other date as the Board
         or Committee may determine prior to the Change in Control.
 
                  (iii) The Board or the Committee may impose additional
         conditions on the acceleration or valuation of any award in the award
         agreement.
 
         (b) Definition of Change in Control. For purposes of Section 10(a), a
"Change in Control" means the happening of any of the following:
 
                  (i) any person or entity, including a "group" as defined in
         Section 13(d)(3) of the Exchange Act, other than the Corporation or a
         wholly-owned subsidiary thereof or any employee benefit plan of the
         Corporation or any of its Subsidiaries, becomes the beneficial owner of
         the Corporation's securities having 35% or more of the combined voting
         power of the then outstanding securities of the Corporation that may be
         cast for the election of directors of the Corporation (other than as a
         result of an issuance of securities initiated by the Corporation in the
         ordinary course of business); or
 
                  (ii) as the result of, or in connection with, any cash tender
         or exchange offer, merger or other business combination, sales of
         assets or contested election, or any combination of the foregoing
         transactions, less than a majority of the combined voting power of the
         then outstanding securities of the Corporation or any successor
         corporation or entity entitled to vote generally in the election of the
         directors of the Corporation or such other corporation or entity after
         such transaction are held in the aggregate by the
 
                                       12
 
<PAGE>
 
         holders of the Corporation's securities entitled to vote generally in
         the election of directors of the Corporation immediately prior to such
         transaction; or
 
                  (iii) during any period of two consecutive years, individuals
         who at the beginning of any such period constitute the Board cease for
         any reason to constitute at least a majority thereof, unless the
         election, or the nomination for election by the Corporation's
         shareholders, of each director of the Corporation first elected during
         such period was approved by a vote of at least two-thirds of the
         directors of the Corporation then still in office who were directors of
         the Corporation at the beginning of any such period.
 
         (c) Definition of Potential Change in Control. For purposes of Section
10(a), a "Potential Change in Control" means the happening of any one of the
following:
 
                  (i) The approval by shareholders of an agreement by the
         Corporation, the consummation of which would result in a Change in
         Control of the Corporation as defined in Section 10(b); or
 
                  (ii) The acquisition of beneficial ownership, directly or
         indirectly, by any entity, person or group (other than the Corporation
         or a Subsidiary or any Corporation employee benefit plan (including any
         trustee of such plan acting as such trustee)) of securities of the
         Corporation representing 5% or more of the combined voting power of the
         Corporation's outstanding securities and the adoption by the Committee
         of a resolution to the effect that a Potential Change in Control of the
         Corporation has occurred for purposes of this Plan.
 
         (d) Change in Control Price. For purposes of this Section 10, "Change
in Control Price" means the highest price per share paid in any transaction
reported on The Nasdaq National Market or such other exchange or market as is
the principal trading market for the Common Stock, or paid or offered in any
bona fide transaction related to a Potential or actual Change in Control of the
Corporation at any time during the 60 day period immediately preceding the
occurrence of the Change in Control (or, where applicable, the occurrence of the
Potential Change in Control event), in each case as determined by the Committee
except that, in the case of Incentive Stock Options and Stock Appreciation
Rights relating to Incentive Stock Options, such price shall be based only on
transactions reported for the date on which the optionee exercises such Stock
Appreciation Rights or, where applicable, the date on which a cash out occurs
under Section 10(a)(ii).
 
SECTION 11. AMENDMENTS AND TERMINATION.
 
         The Board may at any time amend, alter or discontinue the Plan;
provided, however, that, without the approval of the Corporation's shareholders,
no amendment or alteration may be made which would (a) except as a result of the
provisions of Section 3(c) of the Plan, increase the maximum number of shares
that may be issued under the Plan or increase the Section 162(m) Maximum, (b)
change the provisions governing Incentive Stock Options except as required or
permitted under the provisions governing incentive stock options under the Code,
(c) make any change for which applicable law or regulatory authority (including
the regulatory authority of The Nasdaq National Market or any other market or
exchange on which the Common Stock is traded) would require shareholder approval
or for which shareholder approval would be required to secure full deductibility
of compensation received under the Plan under Section 162(m) of the Code, or (d)
materially increase the economic benefits to the participants thereunder. No
amendment, alteration, or discontinuation shall be made which would impair the
rights of an optionee or participant under a Stock Option, Stock Appreciation
Right, Restricted Stock, Other Stock-Based Award or Outside Director Restricted
Stock theretofore granted, without the participant's consent.
 
         The Committee may amend the terms of any Stock Option or other award
theretofore granted, prospectively or retroactively, but, subject to Section 3
above, no such amendment shall impair the rights of any holder without the
holder's consent. The Committee may also substitute new Stock Options for
previously granted Stock Options (on a one for one or other basis), provided
that no Stock Option may be amended, or surrendered by the employee and replaced
by the Company, if, in either event, the effect would be to decrease its
exercise price. Solely for purposes of computing the Section 162(m) Maximum, if
any Stock Options or other awards previously granted to a participant are
canceled and new Stock Options or other awards having more favorable terms for
the participant are substituted in their place, both the initial Stock Options
or other awards and the replacement Stock
 
                                       13
 
<PAGE>
 
Options or other awards will be deemed to be outstanding (although the canceled
Stock Options or other awards will not be exercisable or deemed outstanding for
any other purposes).
 
SECTION 12. UNFUNDED STATUS OF PLAN.
 
         The plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Corporation, nothing contained herein shall give
any such participant or optionee any rights that are greater than those of a
general creditor of the Corporation. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu of or with
respect to awards hereunder; provided, however, that, unless the Committee
otherwise determines with the consent of the affected participant, the existence
of such trusts or other arrangements is consistent with the "unfunded" status of
the Plan.
 
SECTION 13. GENERAL PROVISIONS.
 
         (a) The Committee may require each person purchasing shares pursuant to
a Stock Option or other award under the Plan to represent to and agree with the
Corporation in writing that the optionee or participant is acquiring the shares
without a view to distribution thereof. The certificates for such shares may
include any legend which the Committee deems appropriate to reflect any
restrictions on transfer. All certificates for shares of Common Stock or other
securities delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which the Common Stock is then listed, and
any applicable Federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
 
         (b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to shareholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
 
         (c) The adoption of the Plan shall not confer upon any employee of the
Corporation or any Subsidiary or Affiliate any right to continued employment
with the Corporation or a Subsidiary or Affiliate, as the case may be, nor shall
it interfere in any way with the right of the Corporation or a Subsidiary or
Affiliate to terminate the employment of any of its employees at any time.
 
         (d) No later than the date as of which an amount first becomes
includible in the gross income of the participant for Federal income tax
purposes with respect to any award under the Plan, the participant shall pay to
the Corporation, or make arrangements satisfactory to the Committee regarding
the payment of, any Federal, state, or local taxes of any kind required by law
to be withheld with respect to such amount. The Committee may require
withholding obligations to be settled with Common Stock, including Common Stock
that is part of the award that gives rise to the withholding requirement. The
obligations of the Corporation under the Plan shall be conditional on such
payment or arrangements and the Corporation and its Subsidiaries or Affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.
 
         (e) The actual or deemed reinvestment of dividends or dividend
equivalents in additional Restricted Stock (or other types of Plan awards) at
the time of any dividend payment shall only be permissible if sufficient shares
of Common Stock are available under Section 3 for such reinvestment (taking into
account then outstanding Stock Options and other Plan awards).
 
         (f) The Plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of Tennessee.
 
         (g) The members of the Committee and the Board shall not be liable to
any employee or other person with respect to any determination made hereunder in
a manner that is not inconsistent with their legal obligations as members of the
Board. In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee shall be
indemnified by the Corporation against the reasonable expenses, including
attorneys' fees actually and necessarily incurred in connection with the defense
of
 
                                       14
 
<PAGE>
 
any action, suit or proceeding, or in connection with any appeal therein, to
which they or any of them may be a party by reason of any action taken or
failure to act under or in connection with the Plan or any option granted
thereunder, and against all amounts paid by them in settlement thereof (provided
such settlement is approved by independent legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is liable
for negligence or misconduct in the performance of his duties; provided that
within 60 days after institution of any such action, suit or proceeding, the
Committee member shall in writing offer the Corporation the opportunity, at its
own expense, to handle and defend the same.
 
         (h) In addition to any other restrictions on transfer that may be
applicable under the terms of this Plan or the applicable award agreement, no
Stock Option, Stock Appreciation Right, Restricted Stock award, Other
Stock-Based Award or Outside Director Restricted Stock award or other right
issued under this Plan is transferable by the participant without the prior
written consent of the Committee, or, in the case of an Outside Director, the
Board, other than (i) transfers by a participant to a member of his or her
Immediate Family or a trust for the benefit of the participant or a member of
his or her Immediate Family or (ii) transfers by will or by the laws of descent
and distribution. The designation of a beneficiary will not constitute a
transfer.
 
         (i) The Committee may, at or after grant, condition the receipt of any
payment in respect of any award or the transfer of any shares subject to an
award on the satisfaction of a six-month holding period, if such holding period
is required for compliance with Section 16 under the Exchange Act.
 
SECTION 14. EFFECTIVE DATE OF PLAN.
 
         The Plan shall be effective upon adoption by the Board (the "Effective
Date"), subject to approval by the holders of a majority of the votes of the
Corporation's capital stock.
 
SECTION 15. TERM OF PLAN.
 
         No Stock Option, Stock Appreciation Right, Restricted Stock award,
Other Stock-Based Award or award of Outside Director Restricted Stock award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
Effective Date of the Plan, but awards granted prior to such tenth anniversary
may be extended beyond that date.
 
                                       15
 
</TEXT>
</DOCUMENT>