<PAGE>

                                                                 EXHIBIT 10.9(n)

                      PEDIATRIC SERVICES OF AMERICA, INC.

                   NON-QUALIFIED DEFERRED COMPENSATION PLAN



                                         Prepared by:

                                         REISH & LUFTMAN
                                         A PROFESSIONAL CORPORATION
                                         ATTORNEYS AT LAW
                                         Tenth Floor
                                         11755 Wilshire Boulevard
                                         Los Angeles, California  90025
                                         (310) 478-5656
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                      PEDIATRIC SERVICES OF AMERICA, INC.
                   NON-QUALIFIED DEFERRED COMPENSATION PLAN


          THIS NON-QUALIFIED DEFERRED COMPENSATION PLAN is adopted by PEDIATRIC
SERVICES OF AMERICA, INC., a Georgia corporation (the "Company"), effective as
of January 1, 2000 (the "Effective Date"), with reference to the following:

          A.  The Company is establishing this Plan to provide key employees a
tax deferred, capital accumulation, retention program.

          B.  This Plan is intended to provide benefits to a select group of
management or highly compensated personnel in order to attract and retain the
highest quality executives.  Therefore, this Plan is not intended to be a
                                                     ---
qualified plan within the meaning of sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code").

          C.  This Plan is intended to be an unfunded plan for purposes of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").  Company
contributions and voluntary compensation deferrals shall be held in a "Rabbi
Trust," as that term is defined in Revenue Procedure 92-64, 1992-2 C.B. 422.

          NOW, THEREFORE, the Company hereby adopts the PEDIATRIC SERVICES OF
AMERICA, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN on the following terms
and conditions:

          1.   Definitions.  Whenever used in this Plan, the following words and
               -----------
phrases shall have the meaning set forth below, unless a different meaning is
expressly provided or plainly required by the context in which the words or
phrases are used

          1.1  Beneficiary means a person designated by a Participant to
               -----------
receive Plan benefits in the event of the Participant's death.

          1.2  Board means the Board of Directors of the Company and its
               -----
successors.

          1.3  Change in Control of Company means.

          (A)  a change in ownership, holding or power to vote more than fifty
percent (50%) of the voting stock of the Company;

          (B)  during any period of two consecutive years, individuals who at
the beginning of 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 Company's shareholders of each new director was approved by
a vote of at least three-quarters of the directors still in office of the
Company who were directors at the beginning of the period;

                                                                    Page 1 of 16
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          (C)  the shareholders of the Company approve any plan or proposal for
the liquidation or dissolution of the Company;

          (D)  substantially all of the assets of the Company are sold or
otherwise transferred to parties that are not within the "controlled group of
corporations" (as defined in section 1563 of the Internal Revenue Code of 1986)
in which the Company is a member

          (E)  the Company voluntarily files a petition for bankruptcy under
federal bankruptcy law, or an involuntary bankruptcy petition is filed against
the Company under federal bankruptcy law, which is not dismissed within 120 days
of the filing;

          (F)  the Company makes a general assignment for the benefit of
creditors;

          (G)  the Company seeks or consents to the appointment of a trustee,
receiver, liquidator or similar person; or

          (H)  a merger, consolidation, or reorganization of the Company with or
involving any other corporation, other than a merger, consolidation, or
reorganization that would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting power of
the voting securities of the Company (or such surviving entity) outstanding
immediately after such merger, consolidation, or reorganization.

          1.4. Company means Pediatric Services of America, Inc., a Georgia
               -------
corporation.

          1.5. Disability means (A) "disability" as defined in any group long-
               ----------
term disability policy or program sponsored by the Company and in effect at the
time a Participant who has suffered a physical or mental impairment makes
application under this Plan for a disability distribution, or (B) if no such
policy or program is in force at such time, "disability" as defined in section
1382c(a)(3) of volume 42 of the United States Code and regulations promulgated
thereunder, provided, however, that the disability (whether under the definition
in (A) or in (B)) must be of a duration of at least six (6) consecutive months
from the date the Participant suffers the disability notwithstanding any
different requirements of duration under either definition in the actual policy
or program or in the United States Code, respectively.

          A Participant who has suffered a Disability shall be Disabled within
the meaning of this Section 1.5.

          The determination of whether a Participant is Disabled within the
meaning of this Section 1.5 shall be made by the Plan Committee.  A Participant
who believes he has suffered a Disability within the meaning of this Section 1.5
shall make application to the Plan Committee, on a form prescribed by the Plan
Committee, for a determination of whether he is Disabled under the terms of this
Section 1.5.  The Participant shall make such written application to the Plan
Committee on or after the date which is at least five (5) consecutive months
following the date he

                                                                    Page 2 of 16
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first suffered the impairment under consideration. Any determination by the Plan
Committee that a Disability exists under the provisions of this Section 1.5
shall be effective only after the date the Disability has existed for six (6)
consecutive months. All determinations made by the Plan Committee shall be
final, and no Participant shall be considered Disabled for any purpose
whatsoever under the provisions of this Plan if determined not to be Disabled by
the Plan Committee under the procedures set forth in this Section 1.5.

          The Plan Committee shall notify each Participant who has made
application under this Section 1.5, in writing, of his determination within
three (3) months of the date the Plan Committee receives the Participant's
application hereunder.  The Participant shall cooperate in providing any
information to the Plan Committee which it requires in making its determination,
including, but not limited to, access to the Participant's medical records,
direct contact with his physician and physical examination by a physician
selected by the Company.  Any Participant who does not fully cooperate shall be
deemed not Disabled by the Plan Committee and so notified.

          1.6.  Key Employee means an employee of the Company, selected by the
                ------------
Board, who is a member of a select group of management or highly compensated
employees within the meaning of (S)2520.104-23 of the Department of Labor ERISA
Regulations.

          1.7.  Participant means (A) a Key Employee designated by the Board, in
                -----------
writing, to participate in the benefits under the Plan who timely files a
written election pursuant to Section 2.4, below, and (B) a former Employee who,
at the time of his termination from employment, retirement, death, or occurrence
of Disability, retains, or whose beneficiary retains, benefits earned under the
Plan in accordance with its terms.

          1.8.  Plan means the Pediatric Services of America, Inc.  Non-
                ----
Qualified Deferred Compensation  Plan established by this document and the Trust
Agreement established in connection herewith.

          1.9.  Plan Committee means the body of individuals, and their
                --------------
successors, appointed by the Board to handle the day-to-day responsibilities of
administering the Plan.

          1.10. Plan Year means, the twelve (12)-consecutive-month period
                ---------
beginning each January 1 and ending each December 31.

          1.11. Plan Year Compensation means for purposes of the elections
                ----------------------
under Section 2.4 of the Plan, Plan Year Compensation shall consist of annual
base salary.

          1.12. Trust Agreement means the grantor trust established in
                ---------------
connection with this Plan between the Company as grantor and the Trustee.

          1.13. Trustee means Joseph D. Sansone, or any successor trustee named
                -------
to succeed such Trustee under the terms of the Trust Agreement established in
connection with this Plan.

                                                                    Page 3 of 16
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          2.    Participation.
                -------------

          2.1.  Eligibility.  A Key Employee of the Company is eligible to
                -----------
participate in this Plan on the Entry Date first following the date as of which
each of the following events has occurred:

          (A)   the Board has designated him in writing as a Participant in the
Plan;

          (B)   the Key Employee has made a Written Election in accordance with
the terms of Section 2.4 below; and

          (C)   the Key Employee has completed the lesser of either: (i) twelve
months of continuous service, or (ii) another number of months of continuous
service determined and approved by the President of the Company.

          2.2.  Entry Date.  Any Key Employee who has met the Eligibility
                ----------
requirements specified in Section 2.1 as of the Effective Date of this Plan
shall become a Participant in the Plan as of the Effective Date.  Any Key
Employee of the Company who meets the Eligibility requirements specified in
Section 2.1 after the Effective Date of this Plan shall become a Participant on
the first day of the payroll period immediately following the date on which he
has met the Eligibility requirements.

          2.3.  Designation.  The Board shall designate for each Plan Year, in
                -----------
writing, the name of each Key Employee who shall be entitled to participate in
the Plan for the Plan Year and the tier to which each Key Employee shall be a
member.  Such designation by the Board shall occur on a date such that each
designated Key Employee shall have sufficient time to make his Written Election
as required by Section 2.4 below.

          2.4.  Written Election by Participant.  Each Key Employee designated
                -------------------------------
by the Board as a Participant for a Plan Year shall submit to the Plan Committee
a Written Election within 30 days before or after the first such Plan year in
which he will be a Participant.   If a key Employee becomes a Participant after
the first day of a Plan Year, he shall have 30 days before or after the first
day of participation to submit the Written Election.

          (A)   Such Written Election shall be made on the form presented to the
Key Employee by the Plan Committee and shall set forth:

          (1)   his participation in this Plan under the terms hereof;

          (2)   the percentage of Plan Year Compensation the Key Employee has
                determined to defer under the Plan for the Plan Year, pursuant
                to Section 3.1 below;

                                                                    page 4 of 16
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          (3)   the investment vehicles into which the Key Employee requests to
                invest his Participant Deferral Account and his Company
                Contribution Account and the percentage of his Participant
                Deferral Account and his Company Contribution Account allocated
                to each elected investment vehicle;

          (4)   the date on which his benefit is to be distributed which is the
                earlier of a specific date or when he terminates employment with
                the Company due to termination of service, retirement,
                Disability or death;

          (5)   the form in which his benefit is to be distributed upon
                termination of service or retirement;

          (B)  A Participant may change a submitted Written Election in
accordance with the following:

          (1)   A Participant may request to change the investment vehicle(s)
                and the percentage of his Participant Deferral Account and his
                Company Contribution Account allocated to each investment
                vehicle by completing and submitting any form or forms required
                by the Company. Any changes made shall be at the sole discretion
                of the Plan Committee and shall be effective on the first day of
                the quarter following the quarter in which the form was
                submitted to the Plan Committee;

          (2)   A Participant may change the date or form of distribution by
                submitting a new Written Election to the Company, provided that
                such change is submitted at least sixty (60) days prior to the
                original date of distribution, the new date of distribution is
                subsequent to the original date of distribution, and only one
                change may be made after the original election.

          (3)   The portion of Plan Year Compensation deferred pursuant to
                Section 3.1 may not be changed more frequently than each Plan
                Year.

          2.5.  Duration of Participation.  Any Key Employee who has become a
                -------------------------
Participant at any time shall remain a Participant, even though he is no longer
an Active Participant, until his entire benefit under the terms of the Plan has
been paid to him (or to his Beneficiary in the event of his death), at which
time he ceases to be a Participant.

          2.6.  Maintenance of Records.  The annual Designation of Participants
                ----------------------
by the Board shall be maintained in the corporate minute book.  The Written
Elections by Participants shall be maintained in the corporate records with all
other files pertaining to this Plan by the Board.

          3.    Contributions and Allocation.
                ----------------------------

          3.1   Participant Contributions.
                -------------------------

                                                                    page 5 of 16
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          (A)   A Participant may elect to defer a portion of his Plan Year
Compensation each Plan Year, up to a the maximum amount allowed, from the
following schedule, for the tier to which such Participant is a member:

               Tier        Maximum Deferral %
               ----        ------------------
               Tier 1             100%
               Tier 2              25%
               Tier 3              12%
               Tier 4              10%

          Once a Participant's contributions for a Plan Year has reached his
elected dollar amount, such Participant shall not be allowed to defer additional
portions of his Plan Year Compensation for the remainder of the Plan Year.  Any
deferred amounts in excess of his elected dollar amount shall be refunded to the
Participant as soon as practicable.

          3.2.  Company Contributions.  On behalf of each Participant for any
                ---------------------
Plan Year, the Company may contribute to the Plan an amount equal to a
percentage of the amount each Participant contributes to the Plan as a
Participant Contribution.  The applicable percentage of the amount contributed
by each Participant shall be determined and authorized by the Board.

          3.3.  Allocation of Participant Contributions.  All amounts which a
                ---------------------------------------
Participant elects to defer under the terms of this Plan shall be allocated to
his Participant Deferral Account.  Each such Participant Deferral Account shall
be credited with earnings as provided in Section 3.5 below.

          3.4. Allocation of Company Contributions. In each Plan Year, the
               -----------------------------------
amount of any contribution determined for each Participant under Section 3.1
above shall be allocated to the Company Contribution Account of each Participant
by the first day of the month following the time in which the deferral from pay
was made.  Each such Company Contribution Account shall be credited with
earnings as in Section 3.5 below.

          3.5.  Credited Earnings.

          (A)   The amount credited to the Participant Deferral Account and
Company Contribution Account of each Participant shall be deemed to be invested
and reinvested in mutual funds, stocks, bonds, securities, and any other asset
or investment vehicles, as may be selected by the Plan Committee in its sole
discretion.

          (B)   Although each Participant shall have the right to request, among
the investment vehicles designated by the Plan Committee, the investments in
which all amounts allocated to his Participant Deferral Account and his Company
Contribution Account are deemed to be invested and to request to change such
designation, the actual selection is within the Plan Committee's sole
discretion.

          (C)   At the close of each calendar quarter, the Participant Deferral
Account and Company Contribution Account of each Participant shall be credited
or charged with income,

                                                                    Page 6 of 16
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gains, losses, and expenses of investments deemed held in such account at the
close of each calendar quarter.

          (D)   A Participant, by electing to participate in this Plan, agrees
that neither the Company nor the Plan Committee has any liability for the
investment results of the assets set aside in the rabbi trust.

          (E)   The Trustee, as directed by the Plan Committee, shall have the
duty and sole  authority to invest the trust assets and funds in accordance with
the terms of the Trust Agreement, and all rights associated with the trust
assets shall be exercised by the Trustee, as designated by the Board.

          3.6.  Forfeitures. If any amount of Participant Contributions are
                -----------
forfeited in any year, such forfeited amounts shall be returned to the Company
or used to reduce future employer contributions.

          3.7.  Funding.  The assets of the Plan shall be held under the Trust
                -------
Agreement (a "grantor trust") designated in Article I above.  As such, the Plan
is intended to be an unfunded plan for purposes of the requirements of ERISA and
the Code.

          Notwithstanding the provisions under the terms of the Plan that
amounts contributed to this Plan, plus earnings thereon, shall be allocated to
separate Accounts of Participants, all such amounts credited to such individual
Accounts shall remain the general assets of the Employer, and as such shall
remain subject to the claims of the general creditors of the Company.  This Plan
and the related Trust Agreement do not create, nor does any Employee,
Participant or Beneficiary have, any right with respect to any specific assets
of the Company.

          4.    Vesting of Benefits.
                -------------------

          4.1.  Vesting of Participant Deferral Accounts.  The Participant
                ----------------------------------------
Deferral Account  of each Participant shall be one hundred percent (100%) vested
in such Participant at all times.  However, in the event of an Unplanned In-
Service Benefit of Section 5.7, a portion of such Account shall be forfeited in
accordance with Section 5.7.

          4.2.  Company Contribution Account.  The Company Contribution Account
                ----------------------------
of each Participant shall be one hundred percent (100%) vested in such
Participant at all times. However, in the event of an Unplanned In-Service
Benefit of Section 5.7, a portion of such Account shall be forfeited in
accordance with Section 5.7.

          5.    Types of Benefits.
                -----------------

          5.1.  Retirement Benefit.  A Participant's Retirement Benefit is the
                ------------------
unpaid balance of his Participant Deferral Account and his Company Contribution
Account which equals the total of all contributions made by the Participant and
allocated to his Participant Deferral Account, all vested contributions made by
the Company and allocated to his Company Contribution Account, and all earnings
credited to his Participant Deferral Account and his

                                                                    Page 7 of 16
<PAGE>

Company Contribution Account in accordance with the terms of the Plan and the
Trust Agreement, less any distributions already paid.

          5.2.  Projected Retirement Benefit.  A Participant's Projected
                ----------------------------
Retirement Benefit is a projection of such Participant Retirement Benefit upon
the date of his retirement at age 65, taking into account his past Participant
Contributions allocated to his Participant Deferral Account, and the fixed
annual rate of earnings determined by the Board.

          5.3.  Termination of Service Benefit.  If a Participant elects to
                ------------------------------
receive his Retirement Benefit upon termination of his employment with the
Company, or if a Participant's employment with the Company terminates prior to
distribution of his In-Service Benefit, the Company will pay his  Retirement
Benefit, calculated under Section 5.1, under the applicable form elected by the
Participant in his Written Election.

          5.4.  Disability Benefit. If a Participant becomes Disabled as defined
                ------------------
in Section 1.5 above, the Company will pay his Retirement Benefit, calculated
under Section 5.1, under the applicable form elected by the Participant in his
Written Election. If such Disabled Participant's life is insured under a life
insurance contract acquired in connection with the Plan and such life insurance
contract contains a waiver of premiums benefit in the event of Disability, then
the amount that would have been such Participant's Contribution had such
Participant not suffered a Disability shall continue to be contributed to his
Participant Deferral Account, up to the following limits:

               Age in which Disability Occurred    Maximum Amount
                           19-30                       $30,000
                           31-40                       $40,000
                           41-59                       $50,000
                           60-65                       $     0

          5.5.  Death Benefit.
                -------------

          (A)   If a Participant dies after a distribution has commenced, the
Company will continue the payments of such distribution otherwise due to the
Participant to his designated Beneficiary, under the applicable form elected by
the Participant in his Written Election.

          (B)   If a Participant dies before a distribution has commenced and
the Company has not purchased a life insurance contract in connection with such
Participant's Retirement Benefit, the Company will pay the Participant's
designated Beneficiary his Retirement Benefit as determined under Section 5.1
above, under the applicable form elected by the Participant in his Written
Election.

          (C)   If a Participant dies before a distribution has commenced and
the Company has acquired a life insurance contract in connection with such
Participant's Retirement Benefit, the Company will pay the Participant's
designated Beneficiary his Projected Retirement Benefit as determined under
Section 5.2, under the applicable form elected by the Participant in his Written
Election.

                                                                    Page 8 of 16
<PAGE>

          5.6.  In-Service Benefit.  A Participant may designate a date ("In-
                ------------------
Service Benefit Date") that is at least five (5) years after the effective date
of his election to defer his Plan Year Compensation, in which he will receive a
distribution of his Participant Contribution, without Credited Earnings
attributable to such Participant Contribution ("In-Service Benefit").  Such
Credited Earnings and Company Contributions contributed to match such
Participant Contributions shall be distributed in the form of a lump sum upon
termination of service; provided that such Participant must be an employee of
the Company on the In-Service Benefit Date in order to receive such In-Service
Benefit.

          5.7.  Unplanned In-Service Benefit. A Participant may elect to receive
                ----------------------------
his Retirement Benefit as an Unplanned In-Service Benefit at any time by
providing the Plan Committee with a written election to do so. In consideration
for receiving an Unplanned In-Service Benefit, such Participant shall
permanently forfeit an amount equal to ten percent (10%) of his Retirement
Benefit and forgo all future participation in the Plan.

          5.8.  Financial Hardship Benefit.  A Participant may request a portion
                --------------------------
of his Retirement Benefit as a Financial Hardship Benefit at any time by
providing the Plan Committee, to its satisfaction, with a written election to do
so, proof of an unforeseeable financial hardship, and proof that all other
financial resources have been explored and utilized.  The amount of a Financial
Hardship Benefit shall be limited to the lesser of the amount needed for the
financial hardship or such Participant's Retirement Benefit.  In consideration
for receiving a Financial Hardship Benefit, such Participant shall forgo all
future participation for the remainder of the Plan Year and the following Plan
Year.

          6.    Distributions.
                -------------

          6.1.  Form of Benefits.  The Company shall pay benefits in the form
                ----------------
associated with Type of Benefit elected by the Participant, and, to the extent a
Type of Benefit may be distributed in various forms, the Company shall pay
benefits in the form elected by the Participant.  The forms of benefits
associated with the Types of Benefits are the following:

          (A)   Retirement Benefit, Termination of Service Benefit, Disability
Benefit, and Death Benefit shall be paid in (i) one lump sum; (ii) 5 yearly
installments; (iii) 10 yearly installments; or (iv) 15 yearly installments.

          (B)   In-Service Benefit shall be paid in 4 equal yearly installments;

          (C)   Unplanned In-Service Benefit shall be paid in one lump sum; and

          (D)   Financial Hardship Benefit shall be paid in one lump sum.

          6.2   Commencement of Payments. The Company will pay, or begin to pay,
                ------------------------
the Types of Benefits under this Plan to the Participant in accordance with the
following:

                                                                    Page 9 of 16
<PAGE>

          (A)   Retirement Benefit, Termination of Service Benefit, Disability
Benefit, and Death Benefit payments shall commence no later than January 15 of
the Plan Year following the Plan Year in which the Participant retires,
terminates service, becomes disabled, or dies;

          (B)   In-Service Benefit payments shall commence on the date
designated by the Participant on his Written Election pursuant to Section 2.4,
provided that such payments are from Participant Contributions that have been in
such Participant's Account for at least five years;

          (C)   Unplanned In-Service Benefit payments shall commence no later
than one hundred and twenty (120) days after a written request for an Unplanned
In-Service Benefit is received by the Committee;

          (D)   Financial Hardship Benefit payments shall commence no later than
one hundred twenty (120) days after a request for a Financial Hardship Benefit
is approved by the Plan Committee.

          7.    Amendment, Termination of Plan, Change in Control.

          7.1.  Amendment.  The Company reserves the right to amend the Plan at
                ---------
any time by resolution of the Board.  The Board will determine the effective
date of any such amendment.  The amendment may not deprive any Participant or
Beneficiary of any portion of a benefit under the terms of this Plan at the time
of the amendment.

          7.2.  Termination of Plan. The Company reserves the right to terminate
                -------------------
the Plan at any time by resolution of the Board. In the event of Plan
termination, the Company will calculate the Retirement Benefit of each
Participant and distribute such amounts to the Participant or Beneficiary in a
lump sum within thirty (30) days of the Plan's termination.

          7.3.  Change in Control. In the event of a Change in Control, the Plan
shall terminate and the provisions of Section 7.2 shall control.

          8.    Benefits not Funded.  Participants and Beneficiaries have the
                -------------------
status of unsecured creditors of the Company, and the Plan constitutes a mere
promise by the Company to make benefit payments in the future.  A Participant's
or Beneficiary's interest in the Plan is an unsecured claim against the general
assets of the Company, and neither the Participant nor a Beneficiary has any
right against the account until the Plan has distributed the benefit.  All
amounts credited to an account are the general assets of the Company and may be
disposed of or used by the Company in such manner as it determines.

          Notwithstanding the first paragraph of this Article VIII, the Company
will transfer sufficient cash to a trust pursuant to a Trust Agreement, a copy
of which is attached.  Such Trust Agreement created by the Company is intended
to be a grantor trust, and any assets held by such trust to assist the Company
in meeting its obligations under the Plan will conform to the terms of the model
trust, as described in Revenue Procedure 92-64, 1992-2 C.B. 422, promulgated by
the Internal Revenue Service.  The Company will make a transfer of cash to the
trust annually in the amount necessary to pay the deferred compensation
required.

                                                                   Page 10 of 16
<PAGE>

          It is the intention of the parties that this Plan and the accompanying
Trust Agreement shall constitute an unfunded arrangement maintained for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees for purposes of Title I of the Employee Retirement
Income Security Act of 1974.

          9.    Miscellaneous.
                -------------

          9.1   Designation of Beneficiary. Each Participant shall designate, in
                --------------------------
writing, prior to the date he first becomes a Participant in the Plan, one or
more beneficiaries to receive his benefit under the provisions of Section 5.5.
The Participant shall file the written designation with the Plan Committee. The
Participant may revoke a previous beneficiary designation by filing a new
written beneficiary designation with the Plan Committee.

          In any event, if a Participant or Beneficiary who has designated
another Beneficiary is divorced, all beneficiary designations executed prior to
the effective date of the dissolution of marriage (or other decree or order
entered under applicable state law) are automatically revoked under the terms of
this Section 9.1.  In such event, the Participant or Beneficiary may designate
one or more Beneficiaries in accordance with the terms of this Section 9.1.  If
none is made following the effective date of the dissolution of the marriage,
the individual's benefit shall pass under the laws of intestate succession and
the terms of the next following paragraph.

          If a Participant fails to file a valid designation of beneficiary with
the Plan Committee under the provisions of this Section 9.1, or if a designated
Beneficiary fails to survive to receive any or all payments due hereunder, then
the death benefit payable under this Plan shall be payable to the Participant's
(or the Beneficiary's) spouse; if no spouse survives, then to the Participant's
(or Beneficiary's) children, with equal shares among living children and with
the living descendants of a deceased child receiving equal portions of the
deceased child's share; in the absence of spouse or descendants, to the
Participant's (or Beneficiary's) parents; and in the absence of spouse,
descendants or parents, to the Participant's (or Beneficiary's) brothers and
sisters, with the living descendants of a deceased brother and those of a
deceased sister receiving equal portions of the deceased brother's or sister's
share; in the absence of any of the persons name herein, to the Participant's
(or Beneficiary's) estate.

          For purposes of this Section 9.1, the term "descendant" means all
persons who are descended from the person referred to either by birth to or
legal adoption by such person, and "child" or "children" includes adopted
children.

          9.2.  Benefits Not Assignable.  The rights of each Participant are not
                -----------------------
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the Participant
nor any Beneficiary.  Neither the Participant nor Beneficiary may assign,
transfer or pledge the benefits under this Plan.  Any attempt to assign,
transfer or pledge a Participant's benefits under this Plan is void.

                                                                   Page 11 of 16
<PAGE>

          9.3.  Benefit.  This Plan constitutes an agreement between the Company
                -------
and each of the Participants which is binding upon and inures to the Company,
its successors and assigns and upon the Participant and his heirs and legal
representatives.

          9.4.  Headings. The headings of the Articles and Sections of this Plan
                --------
are included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.

          9.5.  Notices.  All notices, requests, demands, and other
                -------
communications under this Plan shall be in writing and shall be deemed to have
been duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the party
to whom notice is to be given, by first class mail, registered or certified
(return receipt requested), postage prepaid, and properly addressed to the last
known address to each party as set forth on the first page thereof.  Any party
may change its address for purposes of this Section by giving the other parties
written notice of the new address in the manner set forth above.

          9.6.  No Loans.  The Plan does not permit any loans to be made to any
                --------
Participant or Beneficiary.

          9.7.  Gender Usage.  The use of the masculine gender includes the
                ------------
feminine gender for all purposes of this Plan.

          9.8.  Expenses.  Costs of administration of the Plan shall be paid by
                --------
the Company.

          9.9.  Claims Review Procedure.
                -----------------------

          (A)   A claim for benefits may be filed, in writing, with the Plan
Committee.  A written disposition of a claim shall be furnished to the claimant
with a reasonable time after the claim for benefits is filed.  In the event a
claim for benefits is denied, the Plan Committee shall provide the claimant with
the reasons for denial.

          (B)   A claimant whose claim for benefits was denied may file for a
review of such denial, with the Plan Committee, no later than 60 days after he
has received written notification of the denial.

          (C)   The Plan Committee shall give a request for review a full and
fair review. If the claim for benefits is denied upon completion of a full and
fair review, notice of such denial shall be provided to the claimant within 60
days after the Plan Committee's receipt of such written claim for review. This
60-day period may be extended in the event of special circumstances. Such
special circumstances shall be communicated to the claimant in writing within
the 60-day period. If there is an extension, a decision shall be made as soon as
possible, but not later than 120 days after receipt by the Plan Committee of
such claim for review.

                                                                   Page 12 of 16
<PAGE>

          (D)   If benefits are provided or administered by an insurance
company, insurance service, or other similar organization which is subject to
regulation under the insurance laws, the claims procedure relating to these
benefits may provide for review. If so, that company, service, or organization
will be the entity to which claims are addressed.

          9.10. No Other Agreements or Understandings.  This Plan represents
                -------------------------------------
the sole agreement between the Company and Participants concerning its subject
matter and it supersedes all prior agreements, arrangements, understandings,
warranties, representations, and statements between the parties concerning its
subject matter.

          10.   Administration.
                --------------

          10.1. Plan Committee.  The Plan shall be administered by the Plan
                --------------
Committee.  The Plan Committee shall have full authority and power to administer
and construe the Plan, subject to applicable requirements of law.  Without
limiting the generality of the foregoing, the Plan Committee shall have the
following powers and duties:

          (A)   To make and enforce such rules and regulations as it deems
necessary or proper for the administration of the Plan;

          (B)   To interpret the Plan and to decide all questions concerning the
Plan;

          (C)   To determine the eligibility of any person to participate in the
Plan, and to determine the amount and the recipient of any payments to be made
under the Plan;

          (D)   To designate and value any investments deemed held in the
Participant Deferral Accounts and the Company Contribution Accounts;

          (E)   To appoint such agents, counsel, accountants, consultants and
other persons as may be required to assist in administering the Plan; and

          (F)   To make all other determinations and to take all other steps
necessary or advisable for the administration of the Plan.

          All decisions made by the Plan Committee pursuant to the provisions of
the Plan shall be made in its sole discretion and shall be final, conclusive,
and binding upon all parties.

          10.2. Delegation of Duties.  The Plan Committee may delegate such of
                --------------------
its duties and may engage such experts and other persons as it deems appropriate
in connection with administering the Plan.  The Plan Committee shall be entitled
to rely conclusively upon, and shall be fully protected in any action taken by
the Plan Committee, in good faith in reliance upon any opinions or reports
furnished them by any such experts or other persons.

          10.3. Indemnification of Committee.  The Company agrees to indemnify
                ----------------------------
and to defend to the fullest extent permitted by law any person serving as a
member of the Plan Committee, and each employee of the Company or any of its
affiliates appointed by the Plan

                                                                   Page 13 of 16
<PAGE>

Committee to carry out duties under this Plan, against all liabilities, damages,
costs and expenses (including attorneys' fees and amounts paid in settlement of
any claims approved by the Company) occasioned by any act or omission to act in
connection with the Plan, if such act or omission is in good faith.

          10.4. Liability.  To the extent permitted by law, neither the Plan
                ---------
Committee nor any other person shall incur any liability for any acts or for any
failure to act except for liability arising out of such person's own willful
misconduct or willful breach of the Plan.

                                                                   Page 14 of 16
<PAGE>

          IN WITNESS WHEREOF, the Company has adopted the Plan on January 1,
2000

                              PEDIATRIC SERVICES OF AMERICA, INC.



                              By: /s/ Joseph D. Sansone
                                  ---------------------
                                  Joseph D. Sansone
                                  President



                              By: /s/ James M. McNeill
                                  --------------------
                                  James M. McNeill
                                  Secretary

                                                                   Page 15 of 16