<PAGE>

                                                                     EXHIBIT 4.1

                                                                RESTATED FOR SEC
                                                            FILING PURPOSES ONLY

                              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.

<PAGE>

         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
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.

                                       2

<PAGE>

         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.

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

                                       3

<PAGE>

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

                                       4

<PAGE>

         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 4,290,000 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 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

                                       5

<PAGE>

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.

         (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).

                                       6

<PAGE>

         (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 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)(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

                                       7

<PAGE>

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

                                       8

<PAGE>

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 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

                                       9

<PAGE>

         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 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.

                                       10

<PAGE>

         (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

                                       11

<PAGE>

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 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

                                       12

<PAGE>

         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 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:

                                       13

<PAGE>

                  (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.

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

                                       14

<PAGE>

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.

                                       15

<PAGE>

         (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.

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.

                                       16

<PAGE>

         (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 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

                                       17

<PAGE>

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,
or (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. 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 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 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

                                       18

<PAGE>

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).

                                       19

<PAGE>

         (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.

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.

                                       20

<PAGE>

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.

                                       21