Exhibit 3.8

AMENDMENT NO. 1 TO THE

TEAM HEALTH HOLDINGS, L.L.C.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This AMENDMENT NO. 1 (the “Amendment”), dated as of October 12, 2009, to the Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) of Team Health Holdings, L.L.C. (the “Company”), a Delaware limited liability company, dated as of November 22, 2005, entered into by and among the Members (as such term is defined in the LLC Agreement). Capitalized terms used but not defined herein shall have the meaning set forth in the LLC Agreement.

W I T N E S S E T H

WHEREAS, pursuant to Section 16.7 of the LLC Agreement, the LLC Agreement may be amended by a written instrument signed by a majority of the Representatives, and, under certain circumstances, the agreement of Management Members holding Units representing a majority of the Fair Market Value represented by all Units held by all Management Members may be required; and

WHEREAS, such persons referred to in the recital above desire to amend the LLC Agreement to clarify certain matters with respect to the Company’s rights to repurchase Equity Incentive Units;

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration acknowledged hereby, the undersigned agree as follows:

1. The first sentence of Section 6.1(a) of the LLC Agreement is hereby amended by deleting such sentence in its entirety and replacing it with the following language:

“If a Management Member’s Services to the Company and its Subsidiaries terminate for any reason (a “Termination Event”), to the extent that any Equity Incentive Units are not forfeited pursuant to the terms hereof or of the relevant award agreement(s) (which may include provisions of an employment agreement to which the Company is a party) between such Management Member and the Company granting such Equity Incentive Units (such agreement, the “Award Agreement”), the Company shall have the right but not the obligation to purchase, from time to time at any time during the 120 day period that begins six months and one day after such Termination Event (the “Call Option Period”), the Equity Incentive Units held by such Management Member.”

2. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware.

3. Except as so modified pursuant to this Amendment, the provisions of the LLC Agreement are hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with their terms. This Amendment shall be effective as of the date hereof.

4. Whenever the “Agreement” (or similar term) is referred to in the LLC Agreement or in any other agreements, documents or instruments, any such reference shall be deemed to be the LLC Agreement as amended by this Amendment.

5. This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

[Remainder of page intentionally left blank; signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as a deed effective the day and year first above written.

REPRESENTATIVES:

/s/    Lynn Massingale, M.D.

Lynn Massingale, M.D.

/s/    Greg Roth

Greg Roth

/s/    Neil P. Simpkins

Neil P. Simpkins

/s/    Michael A. Dal Bello

Michael A. Dal Bello

/s/    Alan Muney, M.D.

Alan Muney, M.D.

/s/    Earl P. Holland

Earl P. Holland

/s/    Glenn A. Davenport

Glenn A. Davenport

MANAGEMENT MEMBER:

/s/    John Staley, M.D.

John Staley, M.D.

MANAGEMENT MEMBER:

/s/    James George, M.D.

James George, M.D.

MANAGEMENT MEMBER:

/s/    John Hellman

John Hellman

MANAGEMENT MEMBER:

/s/    James Rybak, M.D.

James Rybak, M.D.

MANAGEMENT MEMBER:

/s/    Trudy Lane

Trudy Lane

MANAGEMENT MEMBER:

/s/    Oliver Rogers

Oliver Rogers

MANAGEMENT MEMBER:

/s/    Steve Holtzclaw

Steve Holtzclaw

MANAGEMENT MEMBER:

/s/    Matt Rice, M.D.

Matt Rice, M.D.

MANAGEMENT MEMBER:

/s/    James Schwering

James Schwering

MANAGEMENT MEMBER:

/s/    Monty Scott

Monty Scott

MANAGEMENT MEMBER:

/s/    Randal Dabbs, M.D.

Randal Dabbs, M.D.

MANAGEMENT MEMBER:

/s/    Rick Carvolth, M.D.

Rick Carvolth, M.D.

MANAGEMENT MEMBER:

/s/    Jennifer Behm

Jennifer Behm

MANAGEMENT MEMBER:

/s/    Joe Carman

Joe Carman

MANAGEMENT MEMBER:

/s/    George Tracy

George Tracy

MANAGEMENT MEMBER:

/S/    SUSIE BROWN

Susie Brown

MANAGEMENT MEMBER:

/S/    JONATHAN GRIMES

Jonathan Grimes

MANAGEMENT MEMBER:

/S/    MARK HARRIS

Mark Harris

MANAGEMENT MEMBER:

/S/    BARBARA BLEVINS

Barbara Blevins

MANAGEMENT MEMBER:

/S/    LYNN MASSINGALE, M.D.

Lynn Massingale, M.D.

MANAGEMENT MEMBER:

/S/    GREG ROTH

Greg Roth

MANAGEMENT MEMBER:

/S/    GAR LASALLE

Gar LaSalle

MANAGEMENT MEMBER:

/S/    DAVID JONES

David Jones

MANAGEMENT MEMBER:

/S/    HEIDI ALLEN

Heidi Allen

MANAGEMENT MEMBER:

/S/     DAN WILBANKS

Dan Wilbanks

MANAGEMENT MEMBER:

/S/    ARTHUR CARPENTIER

Arthur Carpentier

MANAGEMENT MEMBER:

/S/    STEVE SHERLIN

Steve Sherlin

MANAGEMENT MEMBER:

/s/ Carole Belmar

Carole Belmar

MANAGEMENT MEMBER:

/s/ Mike Norwood

Mike Norwood

MANAGEMENT MEMBER:

/s/ David Carroll

David Carroll

MANAGEMENT MEMBER:

/s/ Derrick Helton

Derrick Helton

MANAGEMENT MEMBER:

/s/ Kent Bristow

Kent Bristow

MANAGEMENT MEMBER:

/s/ Noel Slonaker

Noel Slonaker

MANAGEMENT MEMBER:

/s/ John Proctor, M.D.

John Proctor, M.D.