<PAGE>   1


                                                                    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 the Corporation's Common Stock, without par value.

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


<PAGE>   2

     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.

     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
Stock Market 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 Stock Market 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.


                                       2
<PAGE>   3

     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.

     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.


                                       3
<PAGE>   4

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;


                                       4
<PAGE>   5

               (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.

     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 2,290,000 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 200,000 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


                                       5
<PAGE>   6

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. An 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).

     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.


                                       6
<PAGE>   7

               (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% (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 Common Stock at grant, in the case of Incentive Stock
          Options, and not less than 50% of the Fair Market Value of the Common
          Stock at grant, in the case of Non-Qualified Stock Options.

               (b) Option Term. The term of each Stock Option shall be fixed by
          the Committee, but no Incentive Stock Option shall be exercisable
          more than ten years (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.

               (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, note, or such
          other instrument as the Committee may accept. 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


                                       7
<PAGE>   8
          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.

               (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)(1) 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)


                                       8
<PAGE>   9
         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 NonQualified 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.


                                        9


<PAGE>   10


                  (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 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


                                       10


<PAGE>   11


                  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 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:


                                       11


<PAGE>   12


                           (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


                                       12


<PAGE>   13


         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.

                  (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


                                       13


<PAGE>   14


                  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.

                  (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


                                       14


<PAGE>   15


         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.

                  (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.


                                       15


<PAGE>   16


                           (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 least 85% of the Fair Market Value of the
                  Common Stock on the date of grant.


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 the 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 Earning 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.


                                       16


<PAGE>   17


         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 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.


                                       17


<PAGE>   18


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 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


                                       18


<PAGE>   19


                  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
                  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 Stock Market 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


                                       19


<PAGE>   20


         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,
or (c) make any change for which applicable law or regulatory authority
(including the regulatory authority of The Nasdaq Stock Market 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. 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), including
previously granted Stock Options having higher option exercise prices. 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 a lower exercise price or other more favorable
terms for the participant are substituted in their place, both the initial Stock
Options or other awards and the replacement Stock 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


                                       20


<PAGE>   21


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


                                       21


<PAGE>   22


         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 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.


                                       22


<PAGE>   23


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.


                                       23