Exhibit 99.1

AMSURG CORP.
NON-QUALIFIED STOCK OPTION AGREEMENT

      THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of ___, ___ (the “Grant Date”), by and between AmSurg Corp., a Tennessee corporation (together with its Subsidiaries and Affiliates, the “Company”), and ___(the “Colleague”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the AmSurg Corp. 2006 Stock Incentive Plan (the “Plan”).

      WHEREAS, the Company desires to afford the Colleague an opportunity to purchase shares of Common Stock, no par value per share, of the Company (the “Shares”), as hereinafter provided in accordance with the provisions of the Plan.

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     1.  Grant of Option .

     (a) The Company grants to Colleague as of the date of this Agreement the right and option (the “Option”) to purchase ___ Shares, in whole or in part (the “Option Stock”), at an exercise price of ___ and No/100 Dollars ($___) per Share, on the terms and conditions set forth in this Agreement and subject to all provisions of the Plan. Neither Colleague, nor any holder or beneficiary of the Option shall have any of the rights of a shareholder with respect to the Option Stock until such person has become a holder of such Shares by the due exercise of the Option and payment of the Option Payment (as defined in Section 3 below) in accordance with this Agreement.

     (b) The Option shall be a non-qualified stock option. In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option, and in order to comply with all applicable federal or state tax laws or regulations, the Company may take such action as it deems appropriate to insure that, if necessary, all applicable federal, state or other taxes are withheld or collected from the Colleague.

     2.  Timing of Exercise . Colleague may exercise this Option with respect to the percentage of shares set forth below from and after the dates specified below:

						Cumulative Options
Percentage Vested		Date of Vesting				Exercisable

     3.  Manner of Exercise . The Option may be exercised in whole or in part at any time within the period permitted hereunder for the exercise of the Option, with respect to whole Shares only, by serving written notice of intent to exercise the Option delivered to the Company at its principal office (or to the Company’s designated agent), stating the number of Shares to be purchased, the person or persons in whose name the Shares are to be registered and each such person’s address and social security number. Such notice shall not be effective unless accompanied by payment in full of the Option Price for the number of Shares with respect to which the Option is then being exercised (the “Option Payment”) and cash equal to the required withholding taxes as set forth by Internal Revenue Service and applicable State tax guidelines for the employer’s minimum statutory withholding. The Option Payment shall be made in cash or cash equivalents or in whole Shares that have been held by the Colleague for at least six (6) months prior to the date of exercise valued at the Shares’ Fair Market Value on the date of exercise (or the next succeeding trading date if the date of exercise is not a trading date) or the actual sales price of such Shares, together with any applicable withholding taxes, or by a combination of such cash (or cash equivalents) and Shares. The Colleague shall not be entitled to tender Shares pursuant to successive, substantially simultaneous exercises of the Option or any other stock option of the Company. Subject to applicable securities laws, the Colleague may also exercise the Option by delivering a notice of exercise of the Option and by simultaneously selling the Shares of Option Stock thereby acquired pursuant to a brokerage or similar agreement approved in advance by proper officers of the Company, using the proceeds of such sale as payment of the Option Payment, together with any applicable withholding taxes.

     4.  Termination of Option . The Option will expire ten (10) years from the date of grant of the Option (the “Term”) with respect to any then unexercised portion thereof, unless terminated earlier as set forth below:

     (a) Termination by Death . If the Colleague’s employment by the Company terminates by reason of death, this Option may thereafter be exercised, to the extent the Option was exercisable at the time of death, by the legal representative of the estate or by the legatee of the Colleague under the will of the Colleague, for a period of one (1) year from the date of death or until the expiration of the Term of the Option, whichever period is the shorter.

     (b) Termination by Reason of Disability . If the Colleague’s employment by the Corporation terminates by reason of Disability, this Option may thereafter be exercised by the Colleague, to the extent it was exercisable at the time of termination, for a period of three (3) years from the date of such termination of employment or until the expiration of the Term of the Option, whichever period is shorter; provided, however, that if the Colleague dies within such three (3) year period, the Option shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the date of such death or until the expiration of the stated term of the Option, whichever period is shorter.

     (c) Termination by Retirement . If Colleague’s employment by the Company terminates by reason of Retirement, this Option, to the extent not previously exercisable and vested, shall become fully exercisable and vested and may thereafter be exercised by Colleague until the expiration of the Term of the Option; provided, however, that if the Colleague dies within such period, the Option shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of twelve (12) months from the date of such death or until the expiration of the Term of the Option, whichever period is shorter.

     (d) Other Termination . If the Colleague’s employment by the Company is terminated for any reason other than for death, Disability or Retirement, this Option may be exercised, to the extent the Option was exercisable at the time of such termination, by the Colleague for a period of three (3) months from the date of such termination of employment or the expiration of the Term of the Option, whichever period is the shorter.

     5.  Change in Control . In the event of a Change in Control, the Option, to the extent not previously exercisable and vested, shall become fully exercisable and vested.

     6.  No Right to Continued Employment . The grant of the Option shall not be construed as giving Colleague the right to be retained in the employ of the Company, and the Company may at any time dismiss Colleague from employment, free from any liability or any claim under the Plan.

     7.  Adjustment to Option Stock . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Option in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, in accordance with the Plan.

     8.  Amendments to Option . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Option, prospectively or retroactively; provided, that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Colleague or any holder or beneficiary of the Option shall not to that extent be effective without the consent of the Colleague, holder or beneficiary affected.

     9.  Limited Transferability . During the Colleague’s lifetime, this Option can be exercised only by the Colleague. This Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Colleague other than by will or the laws of descent and distribution. Any attempt to otherwise transfer this Option shall be void. No transfer of this Option by the Colleague by will or by laws of descent and distribution shall be effective to bind the Company unless the Company shall have been furnished with written notice thereof and an authenticated copy of the will and/or such other evidence as the Committee may deem necessary or appropriate to establish the validity of the transfer.

     10.  Plan Governs . The Colleague hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

     11.  Restrictive Covenants . It is in the best interest of all colleagues to protect and preserve the assets of the Corporation. In this regard, in consideration for granting this Option and as conditions to Colleague’s ability to exercise this Option, Colleague acknowledges and agrees that:

     (a)  Confidentiality . In the course of Colleague’s employment, Colleague will have access to trade secrets and other confidential information of the Company and its associated partnerships, limited liability companies and physician partners (“Affiliates”). Accordingly,

Colleague agrees that, without the prior written consent of the Company, Colleague will not, other than in the normal conduct of the Company’s business affairs, divulge, furnish, publish or use for personal benefit or for the direct or indirect benefit of any other person or business entity, whether or not for monetary gain, any trade secrets or confidential or proprietary information of the Company or its Affiliates, including without limitation, any information relating to any business methods, marketing and business plans, financial data, systems, customers, suppliers, policies, procedures, techniques or research developed for the benefit of the Company or its Affiliates. Proprietary information includes, but is not limited to, information developed by the Colleague for the Company while employed by the Company. The obligations of the Colleague under this paragraph will continue without expiration after the Colleague has left the employment of the Company. Colleague agrees that upon leaving the employment of the Company, Colleague will return to the Company all property and confidential information in the Colleague’s possession and agrees not to copy or otherwise record in any way such information.

     (b)  Non-Solicitation. While employed by the Company and for a period of two (2) years thereafter, Colleague shall not, on Colleague’s own behalf or on behalf of any other person or entity, directly or indirectly,

     (i) hire or solicit to leave the employ of the Company or any of its Affiliates any person employed by or under contract as an independent contractor to the Company or any of its Affiliates; or

     (ii) contact, solicit, entice away, or divert any business from any person or entity who is an Affiliate or an owner or otherwise affiliated with an Affiliate or with whom the Company was engaged in discussions as a potential Affiliate owner or affiliated person with an Affiliate within one (1) year prior to the date of termination of Colleague.

     In the event Colleague breaches any provisions of this paragraph, this Option shall immediately terminate and may not be exercised and the Company shall be entitled to seek other appropriate remedies it may have available to limit its damages from such breach.

     12.  Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

     13.  Notices . All notices required to be given under this Option shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

     14.  Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

     15.  Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Colleague and the Company for all purposes.

     16.  Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Colleague’s legal representative and assignees. All obligations imposed upon the Colleague and all rights granted to the Company under this Agreement shall be binding upon the Colleague ‘s heirs, executors, administrators, successors and assignees.

      IN WITNESS WHEREOF, the parties have caused this Non-Qualified Stock Option Agreement to be duly executed effective as of the day and year first above written.

Exhibit 99.2

AMSURG CORP.
RESTRICTED SHARE AWARD AGREEMENT

      THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ___, ___ (the “Grant Date”), between AmSurg Corp., a Tennessee corporation, together with its subsidiaries (the “Company”), and ___(the “Grantee”), under the Company’s 2006 Stock Inventive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

      WHEREAS, the Company has adopted the Plan, which permits the issuance of restricted shares of the Company’s common stock, no par value per share (the “Common Stock”); and

      WHEREAS, pursuant to the Plan, the Committee responsible for administering the Plan has granted an award of restricted shares to the Grantee as provided herein;

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     1.  Grant of Restricted Shares .

     (a) The Company hereby grants to the Grantee an award (the “Award”) of ___ shares of Common Stock (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

     (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the date on which the restrictions shall lapse in accordance with Sections 2 and 3 hereof.

     2.  Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the “Restricted Period” for the Restricted Shares granted herein shall expire on the fourth anniversary of the date hereof.

          (b) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:

               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares until the expiration of the Restricted Period as to such Shares;

               (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Restricted Period as to such Shares; and

               (iii) except as otherwise determined by the Committee at or after the grant of the Award hereunder, any Restricted Shares as to which the applicable “Restricted Period” has not expired shall be forfeited, and all rights of the Grantee to such Shares shall terminate, without further obligation on the part of the Company, unless the Grantee remains in the continuous employment of the Company for the entire Restricted Period.

          (c) Notwithstanding the foregoing, the Restricted Period shall automatically terminate as to all Restricted Shares awarded hereunder (as to which such Restricted Period has not previously terminated) upon the occurrence of termination of the Grantee’s employment from the Company, a Subsidiary or Affiliate which results from Grantee’s Normal Retirement or Early Retirement, death or Disability (to be determined in the sole discretion of the Committee).

     Any Shares, any other securities of the Company and any other property (except for cash dividends) distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.

     3.  Termination of Restrictions . Following the termination of the Restricted Period, all restrictions set forth in this Agreement or in the Plan relating to such portion or all, as applicable, of the Restricted Shares shall lapse as to such portion or all, as applicable, of the Restricted Shares, and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall, upon request, be delivered to the Grantee pursuant to the terms of this Agreement.

     4.  Change in Control . If, within one year following a Change in Control, a Participant’s employment with the Company (or its successor) is terminated by reason of (a) death; (b) disability; (c) Normal Retirement or Early Retirement; (d) for Good Reason by the Participant; or (e) involuntary termination by the Company for any reason other than for Cause, all outstanding Awards of such Participant shall vest, become immediately exercisable and payable and have all restrictions lifted.

     5.  Delivery of Shares .

          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee as set forth in Section 4(b) hereof or their reversion to the Company as set forth in Section 2(b) hereof.

          (b) Certificates representing Restricted Shares in respect of which the applicable Restricted Period has lapsed pursuant to this Agreement shall be delivered to the Grantee upon request following the date on which the restrictions on such Restricted Shares lapse.

          (c) Each certificate representing Restricted Shares shall bear a legend in substantially the following form or substance:

THIS 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. 2006 STOCK INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AWARD AGREEMENT”) BETWEEN THE GRANTEE AND AMSURG CORP. A COPY OF THE PLAN AND THE AWARD AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF AMSURG CORP.

     6.  Effect of Lapse of Restrictions . To the extent that the Restricted Period applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement.

     7.  No Right to Continued Employment . This Agreement shall not be construed as giving Grantee the right to be retained in the employ of the Company, and the Company may at any time dismiss Grantee from employment, free from any liability or any claim under the Plan.

     8.  Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan.

     9.  Amendment to Award . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

     10.  Withholding of Taxes . If the Grantee makes an election under Section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Restricted Period with respect to any portion of Restricted Shares (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee without restriction.

The Company shall satisfy the required Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares.

     11.  Plan Governs . The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

     12.  Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

     13.  Notices . All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

     14.  Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

     15.  Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

     16.  Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

      IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.

Exhibit 99.3

AMSURG CORP.
RESTRICTED SHARE AWARD AGREEMENT

      THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ___, ___ (the “Grant Date”), between AmSurg Corp., a Tennessee corporation (the “Company”), and ___ (the “Grantee”), under the Company’s 2006 Stock Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

     1.  Grant of Restricted Shares .

          (a) The Company hereby grants to the Grantee an award (the “Award”) of ___ shares (the “Shares” or the “Restricted Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan, which number was determined by dividing (a) $___ by (b) $___, which was the Fair Market Value of the Common Stock on ___.

          (b) The Grantee’s rights with respect to the Award shall remain forfeitable at all times prior to the dates on which the restrictions shall lapse in accordance with Section 3 hereof.

     2.  Terms and Rights as a Stockholder .

          (a) Except as provided herein and subject to such other exceptions as may be determined by the Committee in its discretion, the Restricted Stock will 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 the 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.

          (b) The “Non-Employee Director Period of Restriction” is until the earlier of (i) five years from the date of grant or (ii) the date on which the Non-Employee Director ceases to serve as a director of the Company.

          (c) The Grantee shall have all rights of a stockholder with respect to the Restricted Shares, including the right to receive dividends and the right to vote such Shares, subject to the following restrictions:

               (i) the Grantee shall not be entitled to delivery of the stock certificate for any Shares until the expiration of the Non-Employee Director Period of Restriction as to such Shares;

          (ii) none of the Restricted Shares may be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of during the Non-Employee Director Period of Restriction as to such Shares; and

          (iii) upon termination of a Non-Employee Director’s service as a member of the Board for any reason other than death or disability, all shares of Non-Employee Director Restricted Stock not theretofore vested will be forfeited.

          (iv) notwithstanding the foregoing, upon termination of a Non-Employee Director’s service as a member of the Board due to death or disability, all shares of Non-Employee Director Restricted Stock will immediately vest.

          (v) prior to the expiration of the Non-Employee Director Period of Restriction as to any Shares, all dividends declared and paid in respect of such Shares will be held by the Company and shall thereafter be paid to the Grantee to the extent such Shares have vested. Any dividends declared and paid in respect of forfeited Shares shall revert to the Company.

Any Shares, any other securities of the Company and any other property distributed with respect to the Restricted Shares shall be subject to the same restrictions, terms and conditions as such Restricted Shares.

     3.  Termination of Restrictions . Following the termination of the Non-Employee Director Period of Restriction, all restrictions set forth in this Agreement or in the Plan relating to the Restricted Shares shall lapse and a stock certificate for the appropriate number of Shares, free of the restrictions and restrictive stock legend, shall, upon request, be delivered to the Grantee or the Grantee’s beneficiary or estate, as the case may be, pursuant to the terms of this Agreement.

     4.  Change in Control . Upon a Change in Control, all restrictions set forth in this Agreement or in the Plan relating to the Restricted Shares automatically shall lapse.

     5.  Delivery of Shares .

          (a) As of the date hereof, certificates representing the Restricted Shares shall be registered in the name of the Grantee and held by the Company or transferred to a custodian appointed by the Company for the account of the Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their reversion to the Company as set forth in Section 2(b) hereof.

          (b) Certificates representing Restricted Shares in respect of which the Non-Employee Director Period of Restriction has lapsed pursuant to this Agreement shall be delivered to the Grantee upon request following the date on which the restrictions on such Restricted Shares lapse.

          (c) Certificates representing Restricted Shares in respect of which the Non-Employee Director Period of Restriction lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company.

          (d) Each certificate representing Restricted Shares shall bear a legend in substantially the following form or substance:

THIS 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. 2006 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.

     6.  Effect of Lapse of Restrictions . To the extent that the Non-Employee Director Period of Restriction applicable to any Restricted Shares shall have lapsed, the Grantee may receive, hold, sell or otherwise dispose of such Shares free and clear of the restrictions imposed under the Plan and this Agreement.

     7.  No Right to Continued Service . This Agreement shall not be construed as giving Grantee the right to continue to service as a director of the Company or any Subsidiary or Affiliate, and the Company or any Subsidiary or Affiliate may at any time dismiss Grantee from service as a director, free from any liability or any claim under the Plan.

     8.  Adjustments . The Committee shall make equitable and proportionate adjustments in the terms and conditions of, and the criteria included in, this Award in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.2 of the Plan) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations, or accounting principles in accordance with the Plan.

     9.  Amendment to Award . Subject to the restrictions contained in the Plan, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, the Award, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of the Grantee or any holder or beneficiary of the Award shall not to that extent be effective without the consent of the Grantee, holder or beneficiary affected.

     10.  Withholding of Taxes . If the Grantee makes an election under Section 83(b) of the Code with respect to the Award, the Award made pursuant to this Agreement shall be conditioned upon the prompt payment to the Company of any applicable withholding obligations or withholding taxes by the Grantee (“Withholding Taxes”). Failure by the Grantee to pay such Withholding Taxes will render this Agreement and the Award granted hereunder null and void ab initio and the Restricted Shares granted hereunder will be immediately cancelled. If the

Grantee does not make an election under Section 83(b) of the Code with respect to the Award, upon the lapse of the Non-Employee Director Period of Restriction with respect to any portion of Restricted Shares (or property distributed with respect thereto), the Company shall satisfy the required Withholding Taxes as set forth by Internal Revenue Service guidelines for the employer’s minimum statutory withholding with respect to Grantee and issue vested shares to the Grantee without restriction. The Company shall satisfy the required Withholding Taxes by withholding from the Shares included in the Award that number of whole shares necessary to satisfy such taxes as of the date the restrictions lapse with respect to such Shares based on the Fair Market Value of the Shares or requiring the Grantee to pay to the Company any amounts so required to be withheld.

     11.  Plan Governs . The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all the terms and provisions thereof. The terms of this Agreement are governed by the terms of the Plan, and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern.

     12.  Severability . If any provision of this Agreement is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or the Award, or would disqualify the Plan or Award under any laws deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award, and the remainder of the Plan and Award shall remain in full force and effect.

     13.  Notices . All notices required to be given under this Grant shall be deemed to be received if delivered or mailed as provided for herein, to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.

     14.  Governing Law . The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Tennessee without giving effect to conflicts of laws principles.

     15.  Successors in Interest . This Agreement shall inure to the benefit of and be binding upon any successor to the Company. This Agreement shall inure to the benefit of the Grantee’s legal representatives. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon the Grantee’s heirs, executors, administrators and successors.

     16.  Resolution of Disputes . Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.

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      IN WITNESS WHEREOF, the parties have caused this Restricted Share Award Agreement to be duly executed effective as of the day and year first above written.