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                                                                   EXHIBIT 10.23


                             AMENDED AND RESTATED

                               MEDPARTNERS, INC.

                            1995 STOCK OPTION PLAN

1.   PURPOSE OF THE PLAN

          The purposes of this Amended and Restated MedPartners, Inc.
("MedPartners" or the "Company") 1995 Stock Option Plan (the "Plan") are to:

          1.1  furnish incentives to individuals or entities chosen to receive
options because they are considered capable of responding by improving
operations and increasing profits;

          1.2  encourage selected employees to accept or continue employment
with the Company or its Affiliates; and

          1.3  increase the interest of selected employees, officers, directors
and consultants in the Company's welfare through their participation in the
growth in value of the common stock, $.001 par value, of the Company ("Common
Stock").

          To accomplish the foregoing objectives, this Plan provides a means
whereby individuals and entities may receive options to purchase Common Stock.
Options granted under this Plan ("Options") will be either nonqualified options
("NQOs") or incentive stock options ("ISOs").

2.   ELIGIBLE PERSONS

          2.1  General.  Every person who at the date on which an Option granted
               -------  
to such person becomes effective (the "Grant Date") is a full-time employee,
officer, director or consultant of the Company or of any Affiliate or any
individual or entity subject to an acquisition or management agreement with the
Company is eligible to receive Options under this Plan.

          2.2  Definition of Affiliate.  The term "Affiliate," as used in this
               -----------------------
Plan, means a "parent corporation" or "subsidiary corporation," as defined in
Section 424 of the Internal Revenue Code of 1986 (as amended, the "Code"). The
term "employee" shall have the meaning ascribed for purposes of Section 3401(c)
of the Code and the Treasury Regulations promulgated thereunder and shall
include an officer or a director who is also an employee.
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3.   STOCK SUBJECT TO THIS PLAN

          The total number of shares of stock reserved for issuance upon the
exercise of Options as of December 31, 1997 is 8,687,941 shares of Common Stock.
The shares covered by the portion of any grant that expires unexercised under
this Plan shall become available again for grants under this Plan.  The number
of shares reserved for issuance under this Plan is subject to adjustment in
accordance with the provisions for adjustment in this Plan.

4.   ADMINISTRATION

          4.1  General.  This Plan shall be administered by the Compensation
               -------
Committee of the Board of Directors or by any other committee appointed by the
Board of Directors (the "Committee"), which Committee shall consist solely of
two or more Non-Employee Directors ("Non-Employee Directors") as such are
defined in Rule 16b-3 promulgated pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or any successor provision. The Committee
shall have the authority to select the persons to receive Options under this
Plan, to fix the number of shares that each optionee may purchase, to set the
terms and conditions of each Option, and to determine all other matters relating
to this Plan; provided, however, that any Options granted to management of the
              --------  -------
Company, the Board of Directors or other insiders shall comply with Rule 16b-3
of the Exchange Act. Any act approved in writing by a majority of the members of
the Committee shall be a valid act of the Committee. All questions of
interpretation, construction, implementation and application of this Plan shall
be determined by the Committee, including, without limitation, the
interpretation and construction of any provision of the Plan or any Option
Agreement. Such determinations shall be final and binding on all persons. No
member of the Board of Directors or the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or any option
granted under the Plan.

5.  GRANTING OF RIGHTS

          5.1  Ten Year Limitation on Grants of ISOs.  No ISOs shall be granted
               -------------------------------------
under this Plan after ten years from the date the Board of Directors first
adopts the Plan.

          5.2  Written Agreement; Effect.  Each Option shall be evidenced by a
               -----------------  ------
written agreement (the "Option Agreement"), in form satisfactory to the
Committee, executed by the Company and by the person to whom such Option is
granted. Each such Option Agreement shall incorporate by reference all of the
terms and provisions of the Plan as in effect at the time of grant and may
include such other terms and provisions not contrary to the Plan as shall be
approved and adopted by the Committee. The Option Agreement shall specify
whether each Option it evidences is a NQO or an ISO. Failure of the grantee to
execute an Option Agreement shall not void or invalidate the grant of an Option;
the Option may not be exercised, however, until the Option Agreement is
executed.

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          5.3  Annual $100,000 Limitation on ISOs.  To the extent required by
               ---------------------------------- 
Section 422(d) of the Code, the aggregate fair market value of shares of the
Common Stock with respect to which incentive stock options are exercisable for
the first time by any individual during any calendar year shall not exceed
$100,000. For this purpose, fair market value shall be the fair market value of
the shares covered by the ISOs when the ISOs were granted. If by their terms,
such ISOs taken together would first become exercisable at a faster rate, this
$100,000 limitation shall be applied by deferring the exercisability of those
ISOs or portions of ISOs which have the highest per share exercise prices. The
ISOs or portions of ISOs, the exercisability of which are so deferred, shall
become exercisable on the first day of the first subsequent calendar year during
which they may be exercised, as determined by applying these same principles of
this Section and all other provisions of this Section and all other provisions
of this Plan, including those relating to the expiration and termination of
ISOs.

          5.4  Advance Approvals.  The Committee may approve the grant of
               -----------------
Options to persons who are expected to become employees, consultants or members
of the Board of Directors, of the Company, but are not employees, consultants or
members of the Board of Directors at the date of approval. In such cases, the
Option shall be deemed granted, without further approval, on the date the
grantee becomes an employee, and must satisfy all requirements of this Plan for
Options granted on that date.

6.   TERMS AND CONDITIONS OF OPTIONS

          Each Option shall be designated as an ISO or a NQO and shall be
subject to the terms and conditions set forth in Section 6.1.  NQOs shall also
be subject to the terms and conditions set forth in Section 6.2, but not those
set forth in Section 6.3.  ISOs shall also be subject to the terms and
conditions set forth in Section 6.3, but not those set forth in Section 6.2.

          6.1  Terms and Conditions to Which All Options Are Subject.  All
               -----------------------------------------------------
Options shall be subject to the following terms and conditions:

          (a)  Changes in Capital Structure.  Subject to Section 6.1(b), if the
               ----------------------------
stock of the Company is changed by reason of a stock split, reverse stock split,
stock dividend, or recapitalization, or converted into or exchanged for other
securities as a result of a merger, consolidation, or reorganization,
appropriate adjustments shall be made in (1) the number and class of shares of
stock subject to this Plan and each outstanding Option, and (2) the exercise
price of each outstanding Option; provided, however, that the Company shall not
                                  --------  -------
be required to issue fractional shares as a result of any such adjustment. Each
such adjustment shall be determined by the Committee in its sole discretion,
which determination shall be final and binding on all persons.

          (b)  Corporate Transactions.  New option rights may be substituted for
               ----------------------
Options granted, or the Company's obligations as to outstanding Options may be
assumed, by an employer corporation other than the Company, or an Affiliate
thereof, in connection with any merger, consolidation, acquisition, separation,
reorganization, dissolution, liquidation, sale, or like occurrence in which the
Company is involved and

                                       3
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which the Committee determines, in its absolute discretion, would materially
alter the structure. Substitution shall be done in such manner that the then
outstanding Options which are ISOs will continue to be "incentive stock options"
within the meaning of Section 422 of the Code to the full extent permitted
thereby. Notwithstanding the foregoing or the provisions of Section 6.1(a), if
such an event occurs and if such employer corporation, or an Affiliate thereof,
does not substitute new option rights for, and substantially equivalent to, the
outstanding Options granted hereunder, or assume the outstanding Options granted
hereunder, or if there is no employer corporation, or if the Committee
determines, in its sole discretion, that outstanding Options should not then
continue to be outstanding, the Committee may upon ten days' prior written
notice to optionees in its absolute discretion (1) shorten the period during
which Options are exercisable (provided they remain exercisable, to the extent
otherwise exercisable, for at least ten days after the date the notice is
given), or (2) cancel Options upon payment to the optionee in cash, with respect
to each Option to the extent then exercisable, of an amount which, in the
absolute discretion of the Committee, is determined to be equivalent to any
excess of the fair market value (at the effective time of the dissolution,
liquidation, merger, consolidation, acquisition, separation, reorganization,
sale or other event) of the consideration that the optionee would have received
if the Option had been exercised before the effective time, over the exercise
price of the Option; provided, however, if there is a successor corporation and
                     --------  -------
replacement options are not granted by the successor corporation, all
outstanding Options shall become exercisable prior to the consummation of the
transaction such that the optionees shall have not less than ten days to
exercise their Options and become stockholders of record entitled to receive the
consideration paid to the other stockholders of the Company. If an optionee
fails to exercise his Option within any exercise period described in this
paragraph and the dissolution, liquidation, merger, consolidation, sale or other
event is consummated, his Option shall no longer be exercisable. Any unexercised
Option shall be canceled and terminated. Notwithstanding anything herein to the
contrary, nothing shall extend an optionee's right to exercise an ISO after the
expiration of ten years from the date it is granted. The actions described in
this Section may be taken without regard to any resulting tax consequences to
the optionee.

          (c)  Option Grant Date.  Each Option Agreement shall specify the date
               -----------------
as of which it shall be effective, which date shall be the Grant Date
(determined pursuant to Section 5.4 in the case of advance approvals).

          (d)  Fair Market Value.  Except as otherwise determined by the
               ----------------- 
Committee, the "Fair Market Value" of a share of Common Stock as of any date
shall be equal to the closing sale price of a share of Common Stock as reported
on The National Association of Securities Dealers' New York Stock Exchange
Composite Reporting Tape (or if the Common Stock is not traded on The New York
Stock Exchange, the closing sale price on the exchange on which it is traded or
as reported by an applicable automated quotation system) (the "Composite Tape"),
on the applicable date or, if no sales of Common Stock are reported on such
date, the closing sale price of a share of Common Stock on the date the Common
Stock was last reported on the Composite Tape (or such other exchange or
automated quotation system, if applicable).

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<PAGE>
 
          (e)  Transfer of Option Rights.
               ------------------------- 
               (1)  Incentive Stock Options.  No ISO granted under the Plan may
                    ----------------------- 
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further, all ISOs
granted to an optionee under the Plan shall be exercisable during his or her
lifetime only by such optionee.

               (2)  Nonqualified Stock Options.  No NQO granted under the Plan
                    -------------------------- 
may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.
Notwithstanding the foregoing, to the extent not prohibited by any statute, rule
or regulation applicable to the Plan, the Options or the registration with the
Securities and Exchange Commission of the Common stock to be issued upon
exercise of the Option, the Committee may, in its discretion, authorize all or a
portion of NQOs granted to an optionee to be on terms which permit transfer by
such optionee to (i) the spouse, children or grandchildren of the optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, or (iii) a partnership in which such Immediate
Family Members are the only partners, provided that (x) there may be no
consideration for any such transfer, (y) the Option Agreement pursuant to which
such NQOs are granted must be approved by the Committee, and must expressly
provide for transferability in a manner consistent with this Section, and (z)
subsequent transfers of transferred NQOs shall be prohibited except those by
will or the laws of descent and distribution. Following transfer, any such NQOs
shall continue to be subject to the same terms and conditions as were applicable
immediately prior to transfer, provided that for purposes of this Plan, the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of employment shall continue to be applied with respect to the original
optionee, following which the NQOs shall be exercisable by the transferee only
to the extent, and for the periods specified in Section 6.1(g). Notwithstanding
the foregoing, should the Committee provide that NQOs granted be transferable,
the Company by such action incurs no obligation to notify or otherwise provide
notice to a transferee of early termination of the NQO. In the event of a
transfer, as set forth above, the original optionee is and will remain subject
to and responsible for any applicable withholding taxes upon the exercise of
such NQOs.

          (f)  Payment.  No shares of Common Stock shall be issued on the
               -------
exercise of an Option unless paid for in full at the time of exercise. Payment
shall be made in cash, which may be paid by check or other instrument acceptable
to the Company. In addition, subject to compliance with applicable laws and
regulations and such conditions as the Committee may impose, the Committee may
elect to accept payment in shares of Common Stock of the Company which are
already owned by the optionee, valued at the Fair Market Value thereof on the
date of exercise. The Committee may also allow an optionee to exercise an Option
by use of proceeds to be received from the sale of Common Stock issuable
pursuant to the Option being exercised.

          (g)  Termination.
               ----------- 

                                       5
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          (1)  Except as provided in paragraphs (2) and (3) below, each Option
to the extent it has not been previously exercised, shall terminate upon the
earliest to occur of: (a) the expiration of the term of the Option set forth in
the Option Agreement; (b) immediately upon the date the optionee ceases to be an
employee, officer, consultant or member of the Board of Directors or otherwise
affiliated with the Company (a "Termination") on account of cause; (c) the
expiration of 90 days following the date of a Termination of the optionee for
any reason other than cause, death or permanent disability; or (d) the
expiration of 12 months following a Termination of the optionee on account of
death or permanent disability. A leave of absence duly authorized by the Company
shall not be deemed a Termination or a break in continuous employment, service
or affiliation with the Company.

          (2)  Notwithstanding anything in the Plan to the contrary, any Option
granted on or after September 21, 1998 (a "Secondary Option"), to the extent it
has not been previously exercised, shall terminate upon the earliest to occur
of: (a) the expiration of the Secondary Option period set forth in the Option
Agreement; (b) the expiration of 12 months following the optionee's death or
permanent disability; (c) immediately upon Termination for Cause (as defined
below); or (d) the expiration of 90 days following the optionee's Termination
for any reason other than Cause (as defined below), Change in Control (as
defined in Section 7 heretofore), death or permanent disability.

               For purposes of the preceding sentence only, Cause means the
Company or an Affiliate having cause to terminate an optionee's status as an
employee, officer, consultant or director or other affiliation with the Company
under any existing employment agreement between the optionee and the Company or
an Affiliate or, in the absence of such an employment agreement, upon (i) the
determination by the Committee that the optionee has ceased to perform his
duties to the Company or an Affiliate (other than as a result of his incapacity
due to physical or mental illness or injury), which failure amounts to an
intentional and extended neglect of his duties to such party, (ii) the
Committee's determination that the optionee has engaged or is about to engage in
conduct materially injurious to the Company or an Affiliate, or (iii) the
optionee having been convicted of a felony.

          (3)  Notwithstanding the foregoing, any Secondary Option, to the
extent it has not been previously exercised prior to a Change in Control (as
defined in Article 7 heretofore) shall remain exercisable for its full original
term upon and following such Change in Control.

     (h)  Other Provisions.  Each Option Agreement may contain such other terms,
          ----------------
provisions, and conditions not inconsistent with this Plan, including rights of
repurchase, as may be determined by the Committee, and each ISO granted under
this Plan shall include such provisions and conditions as are necessary to
qualify such option as an "incentive stock option" within the meaning of Section
422 of the Code.

     (i)  Withholding and Employment Taxes.  At the time of exercise of an
          --------------------------------
Option, the optionee shall remit to the Company in cash all applicable federal
and state withholding and employment taxes. If and to the extent authorized and
approved by the

                                       6
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Committee in its sole discretion, an optionee may elect, by means of a form of
election to be prescribed by the Committee, to have shares which are acquired
upon exercise of an Option withheld by the Company or tender other shares of
Common Stock or other securities of the Company owned by the optionee to the
Company at the time the amount of such taxes is determined in order to pay the
amount of such tax obligations, subject to the following limitations:

               (1)  such election shall be irrevocable; and

               (2)  such election shall be subject to the disapproval of the
Committee at any time.

          Any Common Stock or other securities so withheld or tendered will be
valued by the Company as of the date they are withheld or tendered.  Unless the
Committee otherwise determines, the optionee shall pay to the Company in cash,
promptly when the amount of such obligations become determinable, all applicable
federal and state withholding taxes resulting from the lapse of restrictions
imposed on exercise of an Option, from a transfer or other disposition of shares
acquired upon exercise of an Option or otherwise related to the Option or the
shares acquired upon exercise of the Option.

          6.2  Terms and Conditions to Which Only NQOs Are Subject.  Options
               ---------------------------------------------------
granted under this Plan which are designated as NQOs shall be subject to the
following terms and conditions:

          (a)  Option Term.  Unless a different expiration date is specified by
               -----------
the Committee at the Grant Date in the Option Agreement, each NQO shall expire
ten years from its Grant Date.

          6.3  Terms and Conditions to Which Only ISOs Are Subject.  Options
               --------------------------------------------------- 
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:

          (a)  Exercise Price.  The exercise price of an ISO shall be determined
               --------------
in accordance with the applicable provisions of the Code and shall in no event
be less than the fair market value of the stock covered by the ISO at the Grant
Date; provided, however, that the exercise price of an ISO granted to any person
      --------  -------
who owns, directly or indirectly (or is treated as owning by reason of
attribution rules, currently set forth in Section 424 of the Code), stock of the
Company constituting more than 10% of the total combined voting power of all
classes of outstanding stock of the Company or of any Affiliate of the Company,
shall in no event be less than 110% of such fair market value.

          (b)  Option Term.  Unless an earlier expiration date is specified by
               -----------
the Committee at the Grant Date in the Option Agreement, each ISO shall expire
ten years from its Grant Date; except that an ISO granted to any person who
owns, directly or indirectly (or is treated as owning by reason of applicable
attribution rules currently set forth in Section 424 of the Code) stock of the
Company constituting more than 10% of

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<PAGE>
 
the total combined voting power of the Company's outstanding stock, or the stock
of any Affiliate of the Company, shall expire five years from its Grant Date.

          (c)  Disqualifying Dispositions. If stock acquired by exercise of an
               --------------------------
ISO is disposed of within two years from the Grant Date or within one year after
the transfer of the stock to the optionee, the holder of the stock immediately
prior to the disposition shall promptly notify the Company in writing of the
date and terms of the disposition and shall provide such other information
regarding the disposition as the Company may reasonably require. Such holder
shall pay to the Company any withholding and employment taxes which the Company
in its sole discretion deems applicable. The Company may instruct its stock
transfer agent by appropriate means, including placement of legends on stock
certificates, not to transfer stock acquired by exercise of an ISO unless it has
been advised by the Company that the requirements of this Section have been
satisfied.

          6.4  Vesting of Options.  Unless otherwise provided by the Committee
               ------------------                                             
in the applicable Option Agreement, Options granted pursuant to the Plan shall
vest as follows:

          (a) 34% of the Options shall vest on the Grant Date;

          (b) 33% of the  Options granted shall vest on each of the first
     anniversary and second anniversary of the Grant Date; provided, however,
                                                           --------  -------
     that if during the first year after the Grant Date, the stock price of the
     Common Stock closes at or above $12.00 (or other price determined by the
     Committee and set forth in the applicable Option Agreement) for any twenty
     (20) out of thirty (30) consecutive trading days, the 33% of the  Options
     due to vest on the first anniversary of the Grant Date shall vest
     immediately at the end of such 20th day, and provided, however, that if
                                                  --------  -------
     during the second year after the Grant Date, the stock price of the Common
     Stock closes at or above $18.00 (or other price determined by the Committee
     and set forth in the applicable Option Agreement) for any twenty (20) out
     of thirty (30) consecutive trading days, the 33% of the  Options due to
     vest on the second anniversary of the Grant Date shall vest immediately at
     the end of such 20th day.

7.   CHANGE IN CONTROL

     (a) Treatment of Outstanding Options.  Unless otherwise specifically
         --------------------------------                                
prohibited under applicable laws, or by the rules and regulations of any
governing governmental agencies or national securities exchanges, upon the
occurrence of a Change in Control, any and all Secondary Options granted
hereunder shall become immediately exercisable.

     (b)  Termination, Modification or Amendment of Change in Control
          -----------------------------------------------------------  
Provisions. Notwithstanding any other provision of this Plan or any Option
----------
Agreement provision, the provisions of this Article 7 may not be terminated,
amended, or modified on or after the date of a Change in Control to affect
adversely any Secondary Option theretofore granted

                                       8
<PAGE>
 
under the Plan without the prior written consent of the optionee with respect to
said optionee's outstanding Secondary Options.

     (c)  Definition of Change in Control.  A Change in Control of the Company
          -------------------------------                                     
shall be deemed to have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:

          (1)  The acquisition by any Person of Beneficial Ownership of 20% or
     more of either (i) the then outstanding shares of Common Stock of the
     Company, or (ii) the combined voting power of the outstanding voting
     securities of the Company entitled to vote generally in the selection of
     Directors; provided, however, that for purposes of this subsection, the
     following transactions shall not constitute a Change of Control: (A) any
     acquisition directly from the Company through a public offering of shares
     of Common Stock of the Company, (B) any acquisition by the Company, (C) any
     acquisition by any employee benefit plan (or related trust) sponsored or
     maintained by the Company or any corporation controlled by the Company, or
     (D) any acquisition by any corporation pursuant to a transaction which
     complies with clauses (i), (ii) and (iii) of subsection (3) below;

          (2)  The cessation, for any reason, of the individuals who constitute
     the Company's Board of Directors as of the date hereof ("Incumbent Board")
     to constitute at least a majority of the Company's Board of Directors;
     provided, however, that any individual becoming a Director following the
     date hereof whose election, or nomination for election by the Company's
     stockholders, was approved by a vote of at least a majority of the
     Directors then comprising the Incumbent Board shall be considered as though
     such individual was a member of the Incumbent Board, but excluding, for
     this purpose, any such individual whose initial assumption of office occurs
     because of an actual or threatened election contest with respect to the
     election or removal of Directors or other actual or threatened solicitation
     of proxies or consents by or on behalf of a Person other than the Company's
     Board of Directors;

          (3)  The consummation of a reorganization, merger or consolidation or
     sale or other disposition of all or substantially all of the assets of the
     Company ("Business Combination") unless, following such Business
     Combination, (i) all or substantially all of the individuals and entities
     who were the Beneficial Owners, respectively, of the outstanding shares of
     Common Stock of the Company and the outstanding voting securities of the
     Company immediately before such Business Combination beneficially own,
     directly or indirectly, more than 50% of, respectively, the then
     outstanding shares of Common Stock and the combined voting power of the
     then outstanding voting securities entitled to vote generally in the
     election of Directors, as the case may be, of the Company resulting from
     such Business Combination (including, without limitation, a

                                       9
<PAGE>
 
     corporation which as a result of such transaction owns the Company or all
     or substantially all of the Company's assets either directly or through one
     or more subsidiaries) in substantially the same proportions as their
     ownership immediately before such Business Combination of the outstanding
     shares of Common Stock and the outstanding voting securities of the
     Company, as the case may be; (ii) no party (excluding any corporation
     resulting from such Business Combination or any employee benefit plan (or
     related trust) of the Company or such corporation resulting from such
     Business Combination) beneficially owns, directly or indirectly, 20% or
     more of, respectively, the then outstanding shares of common stock of the
     corporation resulting from such Business Combination or the combined voting
     power of the then outstanding voting securities of such corporation except
     to the extent that such ownership existed before the Business Combination;
     and (iii) at least a majority of the members of the board of directors of
     the corporation resulting from such Business Combination were members of
     the Company's Board of Directors at the time of the execution of the
     initial agreement, or of the action of the Company's Board of Directors,
     providing for such Business Combination; or

          (4)  The approval by the stockholders of the Company of a complete
     liquidation or dissolution of the Company.

          (5)  Any other condition or event (i) that the Committee determines to
     be a "Change in Control" within the meaning of this Article 7 and (ii) that
     is set forth as a supplement to this Article 7 in the Option Agreement.

          The term "Beneficial Owner" or "Beneficial Ownership", as used in this
Article 7, has the meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.  The term "Person", as used in
this Article 7, shall have the meaning ascribed to such term in Section 3(a)(9)
of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a
"group" as defined in Section 13(d) thereof.

8.   SALE OF BUSINESS UNIT OF COMPANY

          The Committee, in connection with the sale of any subsidiary,
Affiliate, division or other business unit of the Company, may within the
Committee's sole and absolute discretion cause any or all Options granted
hereunder to optionees whose Options or rights under Options will be adversely
affected by such transaction (a) to become immediately exercisable, or (b) to
remain exercisable after such transaction for such period as the Committee deems
appropriate under the circumstances, or both (a) and (b). The provision of this
Article 8 and the actions of the Committee taken pursuant to this Article 8
shall be effective upon action of the Committee alone without amendment to any
option agreement or the consent of any optionee.

                                       10
<PAGE>
 
9.  MANNER OF EXERCISE

          An optionee wishing to exercise an Option shall give proper
notification to the Company at its principal executive office, to the attention
of the Corporate Secretary, accompanied by a notice of exercise in form and
substance satisfactory to the Company, by payment of the exercise price for such
shares in a form and manner as the Committee may from time to time approve and
by such other documents as the Committee may request.  The date the Company
receives proper notification of an exercise hereunder accompanied by payment of
the exercise price and all such other documents will be considered the date the
Option was exercised.  Promptly after receipt of proper notification of exercise
of an Option, the Company shall, without stock issue or transfer taxes to the
optionee or any other person entitled to exercise the Option, deliver to the
optionee or such other person a certificate or certificates for the requisite
number of shares of stock.  An optionee or transferee of an Option shall not
have any privileges as stockholder with respect to any stock covered by the
Option until the date of issuance of a stock certificate.

10.  RELATIONSHIP WITH THE COMPANY

          Nothing in this Plan or any Option granted hereunder shall interfere
with or limit in any way the right of the Company to terminate any optionee's
employment, affiliation or other relationship with the Company at any time, nor
confer upon any optionee any right to continue in the employ of, as a consultant
to, as a director of, or otherwise affiliated in any way with, the Company.

11.  AMENDMENT, SUSPENSION OR TERMINATION OF THIS PLAN

          The Committee may, at any time and in any manner, amend, suspend, or
terminate this Plan or any award outstanding under this Plan; provided, however,
                                                              --------  ------- 
that no such amendment or discontinuance shall:

          (a)  be made without stockholder approval; (1) to the extent such
     approval is required by law, agreement or the rules of any exchange or
     automated quotation system upon which the Common Stock is listed or quoted
     or (2) to the extent that any outstanding Option is canceled and regranted
     or repriced;

          (b)  adversely alter or impair the rights of optionees with respect to
     awards previously made under this Plan without the consent of the holder
     thereof; or

          (c)  make any change that would disqualify any provision of this Plan
     intended to be so qualified, from the exemption provided by Rule 16b-3.

12.  LIABILITY AND INDEMNIFICATION OF COMMITTEE

          No member of the Committee shall be liable for any act or omission on
such member's own part, including, but not limited to, the exercise of any power
or discretion given to such member under this Plan, except for those acts or
omissions resulting from such member's own gross negligence or willful
misconduct.  The

                                       11
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Company shall indemnify each present and future member of the Committee against,
and each member of the Committee shall be entitled without further act on his or
her part to indemnity from the Company for, all expenses (including attorneys'
fees and the amount of judgments and the amount of approved settlements made
with a view to the curtailment of costs of litigation, other than amounts paid
to the Company itself) reasonably incurred by such person in connection with or
arising out of any action, suit, or proceeding to which the Committee or any
member of the Committee 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 or not granted
under the Plan to the full extent permitted by law and by the Certificate of
Incorporation and Bylaws of the Company, as amended. The right of indemnity
described in this Article 12 shall be in addition to such other rights of
indemnification as the members of the Committee shall otherwise be entitled
because of their serving on the Board of Directors of the Company or as an
employee of the Company.

13.  EFFECTIVE DATE OF THIS PLAN

          This Plan first became effective upon adoption by the Board of
Directors on February 1, 1995 and was amended on May 12, 1995.  This Amended and
Restated MedPartners, Inc. 1995 Stock Option Plan is an amendment and
restatement of that Plan and was adopted by the Committee on September 21, 1998.

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