SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to 
the extent of such prohibition or invalidity, without invalidating the 
remainder of this Agreement.


The validity, meaning and effect of this Agreement shall be determined in
accordance with the laws of the State of Tennessee applicable to contracts made
and to be performed in that state.


This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered will be deemed an original, and such
counterparts together will constitute one instrument.


This Agreement constitutes the entire agreement of the parties hereto
concerning the matters referred to herein, and supersedes all prior agreements
and understandings. The parties acknowledge that they have independently
negotiated the provisions of this Agreement, that they have relied upon their
own counsel as to matters of law and application and that neither party has
relied on the other party with regard to such matters. The parties expressly
agree that there shall be no presumption created as a result of either party
having prepared in whole or in part any provisions of this Agreement.


All disputes relative to interpretation of the provisions of this Agreement
shall be resolved by binding arbitration pursuant to the rules of the American
Arbitration Association then pertaining. Arbitration proceedings shall be held
in ________________________.

The parties may, if they are able to do so, agree upon one arbitrator;
otherwise, there shall be three arbitrators selected to resolve disputes
pursuant to this Section 21, one named in writing by each party within 15 days
after notice of arbitration is served upon either party by the other and a
third arbitrator selected by the two arbitrators selected by the parties within
15 days thereafter.

If the two arbitrators cannot select a third arbitrator within such 15 days,
either party may request that the American Arbitration Association select such
third arbitrator. If one party does not choose an arbitrator within 15 days,
the other party shall request that the American Arbitration Association name
such other arbitrator. No one shall serve as arbitrator who is in any way
financially interested in this Agreement or in the affairs of either party.

Each of the parties hereto shall pay its own expenses of arbitration and
one-half of the expenses of the arbitrators. If any position by either party
hereunder, or any defense or objection thereto, is deemed by the arbitrators to
have been unreasonable, the arbitrators shall assess, as part of their award
against the unreasonable party or reduce the award to the unreasonable party, 
all or part of the arbitration expenses (including reasonable attorneys' fees) 
of the other party and of the arbitrators.

IN WITNESS WHEREOF, the parties hereto have executed this Shareholders'
Agreement as of the date first set forth above.






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