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                                                                   EXHIBIT 10.17


AMENDMENT NO. 1 TO
ERROR! BOOKMARK NOT DEFINED.PARACELSUS HEALTHCARE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

         1.   Section 1.7 of the Paracelsus Healthcare Corporation Supplemental
Executive Retirement Plan (the "SERP") is hereby amended by adding the
following clause thereto:

              PROVIDED, HOWEVER, that subject to and effective immediately
prior to the closing of the proposed merger transaction among the Company,
Champion Healthcare Corporation, a Delaware corporation ("Champion"), and PC
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the
Company, whereby Champion is to become a wholly owned subsidiary of the Company
(the "Merger"), "Change in Control" shall mean the first to occur of the
following:

              (A)   any "person" (as such term is defined in Section 3(a)(9)
of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act) becomes an Acquiring Person
(as such term is defined in the Company's Shareholder Protection Rights
Agreement to be adopted at the Effective Time of the Merger) or any person that
is not bound by the Shareholder Agreement of the Company to be entered into in
connection with the Merger (the "Shareholder Agreement") becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the
undiluted total voting power of the Company's then outstanding securities
eligible to vote for the election of members of the Board (the "Company Voting
Securities"); PROVIDED, HOWEVER, that no event described in the immediately
preceding clause shall be deemed to constitute a Change in Control by virtue of
any of the following:  (I) an acquisition of Company Voting Securities by the
Company and/or one or more direct or indirect majority-owned subsidiaries of
the Company; (II) an acquisition of Company Voting Securities by any employee
benefit plan sponsored or maintained by the Company or any corporation
controlled by the Company; (III) an acquisition by any underwriter temporarily
holding securities pursuant to an offering of such securities; or (IV) any
acquisition by the Executive or any "group" (as such term is defined in Rule
3d-5 under the Exchange Act) of persons including the Executive; or
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              (B)   individuals who, at the beginning of any period of
twenty-four (24) consecutive months, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof; PROVIDED, HOWEVER, that any person becoming a director
subsequent to the beginning of such twenty-four (24) month period, whose
election, or nomination for election, by the Company's shareholders was
approved by either (i) the Board of Directors of the Company (the "Board")
consistent with the terms of the Shareholder Agreement, during the period the
Shareholder Agreement is in effect, or (ii) a vote of at least 75% of the
directors comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such nomination) shall be, for
purposes of this paragraph (B), considered as though such person were a member
of the Incumbent Board; PROVIDED, FURTHER, that no individual initially elected
or nominated as a director of the Company as a result of an actual or
threatened election contest with respect to directors or any other actual or
threatened solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be a member of the Incumbent Board; or

              (C)   there is consummated a merger or consolidation of the
Company or a subsidiary thereof with or into any other corporation other than
(I) a merger or consolidation which would result in the holders of the voting
securities of the Company outstanding immediately prior thereto holding
securities which, in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
represent immediately after such merger or consolidation at least 60% of the
combined voting power of the then outstanding voting securities of either the
Company or the other entity which survives such merger or consolidation or any
parent of such other entity, or (II) a merger or consolidation effected to
implement a recapitalization or reincorporation of the Company (or similar
transaction) in which no person acquires more than 25% of the Company Voting
Securities; or

              (D)   the stockholders of the Company approve (i) a plan of
complete liquidation or dissolution of the Company or (ii) an agreement for the
sale or disposition by the Company of all or substantially all the Company's
assets.
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         2.   Section 1.27 of the SERP is hereby clarified to read in its
              entirety as follows:

              1.28   "Lump Sum Payment Method" shall mean the Actuarial
Equivalent of the Participant's Vested SERP Benefit, payable in a lump sum on
the Retirement Date, Disability Date, Termination Date or thirty (30) days
after the date of death, as the case may be.

         3.   Section 3.1(c) of the SERP is hereby clarified to read in its
              entirety as follows:

              (c)   Notwithstanding Subsections 3.1(a) and (b) above, on or
after a Post-Participation Change in Control, the Vested SERP Benefit of an
affected Participant shall be 100% of the SERP Benefit, calculated assuming 15
Years of Service.