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                                                                   Exhibit 10.10



                                  PHYCOR, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                               I. NAME AND PURPOSE

         PhyCor, Inc. ("PhyCor") has determined that it is reasonable, desirable
and necessary to provide for retirement benefits to certain executive employees
of PhyCor that supplement the retirement benefits provided under the PhyCor,
Inc. Savings and Profit Sharing Plan. Accordingly, PhyCor has established this
PhyCor Supplemental Executive Retirement Plan (the "Plan") in order to enable
PhyCor to attract into and retain persons of outstanding competence. This Plan
is to be an unfunded plan of deferred compensation covering a select group of
management or highly compensated employees, within the meaning of sections
201(2), 301(a)(3), and 401(a)(1) of ERISA, and is intended to be exempt from
Parts 2, 3, and 4 of ERISA.

         This Plan shall be effective January 1, 1997, and shall continue
indefinitely until it is terminated by an amendment permissible under Section .


                                 II. DEFINITIONS

         When used in this Plan, the following terms will have the meanings set
forth below:

         2.1      "Change in Control" means (i) a merger of PhyCor with or into
any other person, (ii) a consolidation of PhyCor with any other person, (ii) the
sale, lease or other disposition of all or substantially all of the assets of
PhyCor to any other person, (iv) complete liquidation or dissolution of PhyCor,
or (v) the acquisition by any person, including a "group" as contemplated by
section 13(d)(3) of the Securities Exchange Act of 1934, as amended, of
beneficial ownership or control of securities of PhyCor representing 50% or more
of the combined voting power of PhyCor's then outstanding securities; provided,
however, a Change in Control shall not be deemed to have occurred solely as a
result of any transaction between PhyCor and one or more of its Affiliates
(whether or not in existence on the date hereof).

         2.2      "Code" means the Internal Revenue Code of 1986, as amended.

         2.3      "Commencement Date" means January 1 following any termination
of employment.

         2.4      "Committee" means the compensation committee of the board of
directors of PhyCor; provided, however, that after the occurrence of a Change in
Control, the members of the Committee shall instead be the individuals who are
Participants immediately prior to the Change in Control event.



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         2.5      "Compensation" means the average of a Participant's annual
compensation, as defined under the Qualified Plan, that is paid over the three
consecutive fiscal years that will produce the highest average, adjusted as
follows:

                  (a)      Annual compensation under the Qualified Plan shall be
         calculated without regard to the limits on compensation imposed by
         section 401(a)(17) of the Code.

                  (b)      If termination of employment occurs after a Change in
         Control, Compensation shall be the Compensation on the date the Change
         in Control occurs compounded by the Interest Rate through the
         Commencement Date.

         2.6      "Death Benefit" means (a) in the case of a Participant who
dies prior to the Early Retirement Date, three times the Participant's
Compensation divided by one minus the maximum federal income tax rate in the
year of payment and (b) in any case of a Participant who dies after the Early
Retirement Date, one times the Participant's Compensation divided by one minus
the maximum federal income tax rate in the year of payment.

         2.7      "Disability" shall have the same meaning as under PhyCor's
long term disability plan.

         2.8      "Early Retirement Date" means, unless there is a Change in
Control, the date a Participant, other than Joe Hutts, attains 55 years of age
and, in the case of Joe Hutts, means the date he attains 60 years of age.

         2.9      "Early Retirement Benefit" means the Normal Retirement Benefit
reduced by 5% for each year or portion of a year that retirement occurs before
such Participant attains 60 years of age.

         2.10     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

         2.11     "Interest Rate" means the rate on one-year Treasury Bills that
is in effect on the date for which the Interest Rate determination is being
made.

         2.12     "Normal Retirement Date" means the earlier of a Change in
Control or date the Participant attains 60 years of age.

         2.13     "Normal Retirement Benefit" means the benefit described in
Section.

         2.14     "Participant" means an individual who is: (i) a member of a
select group of management or highly compensated employees of PhyCor, within the
meaning of sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, (ii) designated
by the Committee to participate in this Plan, and (iii) identified on Exhibit A.
The identification of an individual on Exhibit A shall

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be deemed to be irrebuttable evidence that PhyCor has deemed such individual for
all purposes to be a member of a select group of management and highly
compensated employees.

         2.15     "PhyCor Qualified Contributions" means the average
contributions made by PhyCor to the Qualified Plan on behalf of a Participant
over the three completed calendar years immediately preceding the date a
Participant's employment terminates. Where termination occurs after a Change in
Control, the PhyCor Qualified Contributions shall be the average such amounts
for the three complete calendar years preceding the Change in Control compounded
at the Interest Rate.

         2.16     "Qualified Benefit" means an amount equal to the maximum
annual payment which would be provided by an annuity that could be purchased
with a Participant's Qualified Plan Balance on the date employment terminates
from one of the top 1% insurance companies, as rated by A.M. Best and Company,
that would provide payments, over the Participant's remaining life with a 10
year term certain.

         2.17     "Qualified Plan" means the PhyCor, Inc. Savings and Profit
Sharing Plan and any successor thereto.

         2.18     "Qualified Plan Balance" means in the case of any Participant,
the contributions made by PhyCor to the Participant's qualified plan compounded
at a rate of interest equal to the Interest Rate. Where termination occurs after
a Change in Control, the Qualified Plan Balance shall be the amount of such
balance on the date of the Change in Control compounded at the Interest Rate
through the Commencement Date. For purposes of calculating the Normal Retirement
Benefit under Sections and , the Qualified Benefit shall be calculated on
January 1 following the date the Participant attains 60 years of age but the
Participant's Qualified Plan balance for purposes of such calculation shall be
deemed to be the amount of such balance upon the date employment terminated
compounded at the Interest Rate.

         2.19     "Trust" means the grantor trust which is described in Section
and has been established to hold, administer, and invest the assets accrued and
reserved to pay benefits under the Plan and for the purposes otherwise stated in
the Trust instrument.

         2.20     "Years of Service" means (a) the number of months in any
described period that a Participant, prior to a Change in Control, has been
employed by PhyCor plus the number of months between a Change in Control and the
Commencement Date divided by (b) 12.


                                III. ELIGIBILITY

         3.1      Designation of Participants. Executive employees of PhyCor
shall be eligible to benefit under this Plan. An individual shall become a
Participant upon designation as such by the Committee.


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         3.2      Effective Date of Participation. An Executive employee shall
become a Participant in this Plan as of the date designated by the Committee.
All deferred compensation amounts that are accrued under this Plan shall be
deemed to have been accrued as of the last day of the fiscal year of the Plan
which includes the last day of PhyCor's fiscal year for which the accrual is
calculated.


                               IV. ADMINISTRATION

         4.1      Administration Committee. This Plan shall be administered by
the Committee. The Committee shall have full discretionary power and authority
to interpret, construe and administer this Plan and the Committee's
interpretations and constructions thereof, and actions thereunder, including the
amount or recipient of the payment to be made from this Plan including
determination of the Qualified Benefit, shall be binding and conclusive on all
persons for all purposes.

         4.2      Funding. All benefits payable hereunder shall be unfunded for
purposes of section 83 of the Code and Title I of ERISA.

                  (a)      PhyCor shall establish the Trust as a reserve for the
         benefits payable hereunder and for the purposes stated in the Trust
         instrument. PhyCor shall be the grantor of the Trust and the Trust
         shall be established for the benefit of the Participants herein and, in
         the case of the insolvency or bankruptcy of PhyCor, for the benefit of
         the general creditors of PhyCor. To the extent that the Participants'
         benefits are not paid from the Trust, such benefits shall be paid from
         the general assets of PhyCor. Except as provided in the Trust, the
         Participants shall have no funded, secured, or preferential right to
         payment hereunder, but rather shall at all times have the status of a
         general unsecured creditor.

                  (b)      The Committee, in its sole discretion, may at any
         time prior the time that a Change in Control is being considered by the
         officers, shareholders or directors of PhyCor, cease funding the Trust.

         4.3      Claims Procedure. Prior to or upon becoming entitled to
receive a benefit hereunder, a Participant or his beneficiary ("Claimant") shall
request payment of such benefits at the time and in the manner prescribed by the
Committee. The Committee may direct payment of benefits without requiring the
filing of a claim therefor, if the Committee has knowledge of such Claimant's
whereabouts. The Committee shall provide adequate notice in writing as
prescribed pursuant to paragraph (b) below to any Claimant whose claim for
benefits under the Plan has been denied.

                  (a)      Such notice must be sent within 90 days of the date
         the claim is received by the Committee unless special circumstances
         require an extension of time for processing the claim. Such extension
         shall not exceed 90 days and no extension shall be

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         allowed unless, within the initial 90 day period, the claimant is sent
         an extension notice indicating the special circumstances requiring the
         extension and specifying a date by which the Committee expects to
         render its decision.

                  (b)      The Committee's notice of denial to the Claimant
         shall set forth the following:

                           (1) the specific reason or reasons for the denial;

                           (2) specific references to pertinent Plan provisions
                  on which the Committee based its denial;

                           (3) a description of any additional material and
                  information needed for the Claimant to perfect his or her
                  claim and an explanation of why the material or information is
                  needed;

                           (4) a statement that the Claimant may request a
                  review upon written application to the Committee, review
                  pertinent Plan documents, and submit issues and comments in
                  writing;

                           (5) a statement that any appeal of the Committee's
                  adverse determination must be made in writing to the Committee
                  within 60 days after receipt of the Committee's notice of
                  denial of benefits, and that failure to appeal the action to
                  the Committee in writing within the 60-day period will render
                  the Committee's determination final, binding, and conclusive;
                  and

                           (6) the address of the Committee to which the
                  Claimant may forward his or her appeal.

                  (c)      If the Claimant should appeal to the Committee, the
         Claimant or a duly authorized representative, may submit, in writing,
         whatever issues and comments the Claimant deems pertinent. The
         Committee shall re-examine all facts related to the appeal and make a
         final determination as to whether the denial of benefits is justified
         under the circumstances. The Committee shall advise the Claimant in
         writing of its decision on the appeal, the specific reasons for the
         decision, and the specific Plan provisions on which the decision is
         based. The notice of the decision shall be given within 60 days of the
         Claimant's written request for review, unless special circumstances
         (such as a hearing) would make the rendering of a decision within the
         60 day period infeasible, but in no event shall the Committee render a
         decision regarding the denial of a claim for benefits later than 120
         days after its receipt of a request for review. If an extension of time
         for review is required because of special circumstances, written notice
         of the extension shall be furnished to the claimant prior to the date
         the extension period commences.


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         4.4      Designation of Beneficiaries. Each Participant shall designate
in a writing prescribed by the Committee a Beneficiary(ies) and contingent
Beneficiary(ies) to whom benefits due hereunder shall be paid. If any
Participant fails to designate a Beneficiary or if the designated Beneficiary
predeceases the Participant, benefits due hereunder at that Participant's death
shall be paid to his or her contingent Beneficiary or, if none, to the deceased
Participant's surviving spouse, if any, and if none, to the deceased
Participant's estate. Beneficiaries may be changed at any time by filing a new
Participation Agreement without the consent of any prior Beneficiaries.
Provided, however, that the Participant must designate his spouse as his
beneficiary or must obtain his spouse's written consent to the designation of
another beneficiary. Such spousal consent must be witnessed by the Committee or
a notary public. Any attempted designation of a beneficiary without the written
consent of the Participant's spouse shall be void. A Participant may change a
Beneficiary designation in writing in accordance with the above procedures at
any time prior to his death.


                                   V. BENEFITS

         5.1      Death Benefit. The Death Benefit will be paid to the
Beneficiaries of a Participant on the January 1 following the date of a
Participant's death.

         5.2      Normal Retirement Benefit. A Participant whose employment
terminates on or after the Normal Retirement Date shall begin receiving the
Normal Retirement Benefit on the Commencement Date. The Normal Retirement
Benefit shall be calculated as follows:

                  (a)      Prior to the occurrence of a Change in Control, the
         Normal Retirement Benefit shall be the sum of amounts that have been
         set aside or reserved through a "rabbi trust," insurance contract or
         any other funding medium that has been selected by the Company to fund
         benefits under the Plan.

                  (b)      After the occurrence of a Change in Control, the
         Normal Retirement Benefit shall be an annuity for life with a ten year
         term certain, with annual payments equal to: (the greater of (a) 55% or
         (b) 2.5% multiplied by the Participant's Years of Service)) multiplied
         by (the sum of the Participant's Compensation and the PhyCor Qualified
         Contributions) less (the Qualified Benefit).

         5.3      Early Retirement Benefit. A Participant whose employment
terminates prior to the Normal Retirement Date, other than as a result of
Disability, shall begin receiving the Early Retirement Benefit on January 1
following the Early Retirement Date.

         5.4      Disability Benefit. A Participant whose employment terminates
prior to the Normal Retirement Date as a result of Disability shall be entitled
to begin receiving the Normal Retirement Benefit on January 1 following the date
he attains the age of 60.


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         5.5      Distribution After Termination of Employment. A Participant's
benefits hereunder will be paid as follows to the Participant or his
Beneficiary, if the Participant is deceased:

                  (a)      Generally, a payment of a Participant's benefit will
         commence on the Commencement Date and will be made in the form of a
         Normal Retirement Benefit, or, as appropriate, an Early Retirement
         Benefit or a Death Benefit.

                  (b)      The Committee may, in its absolute discretion, give
         its consent to any alternate payment election made by the Participant,
         provided that such consent is given on account of a change in PhyCor's
         business and/or financial considerations that the Committee deems
         appropriate. The decision of the Committee to consent or deny consent
         to a Participant's election described in this Section shall for all
         purposes be deemed to have been made pursuant to valid business or
         financial considerations.

                  (c)      Any payments that are made hereunder in a form other
         than the Normal Retirement Benefit shall be actuarially calculated to
         be equivalent to the Normal Retirement Benefit form by utilizing the
         interest rate and mortality assumptions that are specified in section
         417(e) of the Code, but without regard to pre-retirement mortality
         calculations and, provided further, that the interest rate utilized
         shall be the lowest rate available during the period for which the
         calculations are being made.

                  (d)      Notwithstanding the provisions of Section , following
         a Change in Control the Committee may not consent to or provide for a
         Plan distribution other than the payments described in Section without
         the approval of PhyCor (or its successor).


         5.6      Additional Change in Control Payments.

                  (a)      Anything in this Agreement to the contrary
         notwithstanding, in the event it shall be determined that any payment
         or distribution by or on behalf of PhyCor to or for the benefit of the
         Participant as a result of a change in control, as defined in Section
         280G of the Code, (whether paid or payable or distributed or
         distributable pursuant to the terms of this Agreement or otherwise, but
         determined without regard to any additional payments required under
         this Section (a "Payment")) would be subject to the excise tax imposed
         by Section 4999 of the Code, or any interest or penalties are incurred
         by the Participant with respect to such excise tax (such excise tax,
         together with any such interest and penalties, are hereinafter
         collectively referred to as the "Excise Tax"), then the Participant
         shall be entitled to receive an additional payment (a "Gross-Up
         Payment") in an amount such that after payment by the Participant of
         all taxes (including any interest or penalties imposed with respect to
         such taxes), including, without limitation, any income taxes (and any
         interest and penalties imposed with respect thereto) and Excise Tax
         imposed upon the Gross-Up Payment, the Participant retains an amount of
         the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

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                  (b)      Subject to the provisions of Section , all
         determinations required to be made under this Section , including
         whether and when a Gross-Up Payment is required and the amount of such
         Gross-Up Payment and the assumptions to be utilized in arriving at such
         determination, shall be made by a nationally recognized accounting firm
         selected by the Participant, subject to the consent of PhyCor, which
         consent shall not be unreasonably withheld (the "Accounting Firm");
         provided, however, that the Accounting Firm shall not determine that no
         Excise Tax is payable by the Participant unless it delivers to the
         Participant a written opinion (the "Accounting Opinion") that failure
         to pay the Excise Tax and to report the Excise Tax and the payments
         potentially subject thereto on or with the Participant's applicable
         federal income tax return will not result in the imposition of an
         accuracy-related or other penalty on the Participant. All fees and
         expenses of the Accounting Firm shall be borne solely by PhyCor. Within
         15 business days of the receipt of notice from the Participant that
         there has been a Payment, or such earlier time as is requested by
         PhyCor, the Accounting Firm shall make all determinations required
         under this Section , shall provide to PhyCor and the Participant a
         written report setting forth such determinations, together with
         detailed supporting calculations, and, if the Accounting Firm
         determines that no Excise Tax is payable, shall deliver the Accounting
         Opinion to the Participant. Any Gross-Up Payment, as determined
         pursuant to this Section , shall be paid by PhyCor to the Participant
         within fifteen days of the receipt of the Accounting Firm's
         determination. Subject to the remainder of this Section , any
         determination by the Accounting Firm shall be binding upon PhyCor and
         the Participant; provided, however, that the Participant shall only be
         bound to the extent that the determinations of the Accounting Firm
         hereunder, including the determinations made in the Accounting Opinion,
         are reasonable and reasonably supported by applicable law. As a result
         of the uncertainty in the application of Section 4999 of the Code at
         the time of the initial determination by the Accounting Firm hereunder,
         it is possible that Gross-Up Payments which will not have been made by
         PhyCor should have been made ("Underpayment"), consistent with the
         calculations required to be made hereunder. In the event that it is
         ultimately determined in accordance with the procedures set forth in
         Section that the Participant is required to make a payment of any
         Excise Tax, the Accounting Firm shall reasonably determine the amount
         of the Underpayment that has occurred and any such Underpayment shall
         be promptly paid by PhyCor to or for the benefit of the Participant. In
         determining the reasonableness of Accounting Firm's determinations
         hereunder, and the effect thereof, the Participant shall be provided a
         reasonable opportunity to review such determinations with Accounting
         Firm and the Participant's tax counsel. Accounting Firm's
         determinations hereunder, and the Accounting Opinion, shall not be
         deemed reasonable until the Participant's reasonable objections and
         comments thereto have been satisfactorily accommodated by Accounting
         Firm.

                  (c)      The Participant shall notify PhyCor in writing of any
         claims by the Internal Revenue Service that, if successful, would
         require the payment by PhyCor of the Gross-Up Payment. Such
         notification shall be given as soon as practicable but no later than 30
         calendar days after the Participant actually receives notice in writing
         of such

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         claim and shall apprise PhyCor of the nature of such claim and the date
         on which such claim is requested to be paid; provided, however, that
         the failure of the Participant to notify PhyCor of such claim (or to
         provide any required information with respect thereto) shall not affect
         any rights granted to the Participant under this Section except to the
         extent that PhyCor is materially prejudiced in the defense of such
         claim as a direct result of such failure. The Participant shall not pay
         such claim prior to the expiration of the 30-day period following the
         date on which he gives such notice to PhyCor (or such shorter period
         ending on the date that any payment of taxes with respect to such claim
         is due). If PhyCor notifies the Participant in writing prior to the
         expiration of such period that it desires to contest such claim, the
         Participant shall:

                           (1)      give PhyCor any information reasonably
                  requested by PhyCor relating to such claim;

                           (2)      take such action in connection with
                  contesting such claim as PhyCor shall reasonably request in
                  writing from time to time, including, without limitation,
                  accepting legal representation with respect to such claim by
                  an attorney selected by PhyCor and reasonably acceptable to
                  the Participant;

                           (3)      cooperate with PhyCor in good faith in order
                  effectively to contest such claim; and

                           (4)      if PhyCor elects not to assume and control
                  the defense of such claim, permit PhyCor to participate in any
                  proceedings relating to such claim;

         provided, however, that PhyCor shall bear and pay directly all costs
         and expenses (including additional interest and penalties) incurred in
         connection with such contest and shall indemnify and hold the
         Participant harmless, on an after-tax basis, for any Excise Tax or
         income tax (including interest and penalties with respect thereto)
         imposed as a result of such representation and payment of costs and
         expenses. Without limiting the foregoing provisions of this Section ,
         PhyCor shall have the right, at its sole option, to assume the defense
         of and control all proceedings in connection with such contest, in
         which case it may pursue or forego any and all administrative appeals,
         proceedings, hearings and conferences with the taxing authority in
         respect of such claim and may either direct the Participant to pay the
         tax claimed and sue for a refund or contest the claim in any
         permissible manner, and the Participant agrees to prosecute such
         contest to a determination before any administrative tribunal, in a
         court of initial jurisdiction and in one or more appellate courts, as
         PhyCor shall determine; provided, however, that if PhyCor directs the
         Participant to pay such claim and sue for a refund, PhyCor shall
         advance the amount of such payment to the Participant, on an
         interest-free basis and shall indemnify and hold the Participant
         harmless, on an after-tax basis, from any Excise Tax or income tax
         (including interest or penalties with respect thereto) imposed with
         respect to such advance or with respect to any imputed income with
         respect to such advance; and further provided that any extension of the
         statute of limitations

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         relating to payment of taxes for the taxable year of the Participant
         with respect to which such contested amount is claimed to be due is
         limited solely to such contested amount. Furthermore, PhyCor's right to
         assume the defense of and control the contest shall be limited to
         issues with respect to which a Gross-Up Payment would be payable
         hereunder and the Participant shall be entitled to settle or contest,
         as the case may be, any other issue raised by the Internal Revenue
         Service or any other taxing authority.

                  (d)      If, after the receipt by the Participant of an amount
         advanced by PhyCor pursuant to Section the Participant becomes entitled
         to receive any refund with respect to such claim, the Participant shall
         (subject to PhyCor's complying with the requirements of Section )
         promptly pay to PhyCor the amount of such refund (together with any
         interest paid or credited thereon after taxes applicable thereto). If,
         after the receipt by the Participant of an amount advanced by PhyCor
         pursuant to Section , a determination is made that the Participant is
         not entitled to a refund with respect to such claim and PhyCor does not
         notify the Participant in writing of its intent to contest such denial
         of refund prior to the expiration of 30 days after such determination,
         then such advance shall, to the extent of such denial, be forgiven and
         shall not be required to be repaid and the amount of forgiven advance
         shall offset, to the extent thereof, the amount of Gross-Up Payment
         required to be paid.


                           VI. FORFEITURE OF BENEFITS

         6.1      Noncompete Violation. A Participant who violates the
non-competition provision contained in his Employment Agreement shall forfeit
his right to any and all benefits under this Plan.

         6.2      For Cause Termination. A Participant who is terminated "for
cause," as herein defined, shall forfeit his right to any and all benefits under
this Plan. Termination "for cause" shall mean termination upon:

                  (a)      the Participant's final conviction of a felony crime
         involving moral turpitude, or the Participant's deliberate and
         intentional continuing refusal to substantially perform his duties and
         obligations under his employment (except by reason of incapacity due to
         illness or accident) if he shall have either failed to remedy such
         alleged breach within 45 days from his receipt of written notice from
         PhyCor demanding that he remedy such alleged breach, or shall have
         failed to take reasonable steps in good faith to that end during such
         45 day period and thereafter; or

                  (b)      a determination that the Participant has engaged in
         willful fraud and defalcation or other dishonesty involving the funds,
         assets or the operation of PhyCor.

         6.3      Effect of Change in Control. The occurrence of a Change in
Control shall not result in any acceleration of vesting of benefits or the
removal of any conditions of forfeiture.

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However, all determinations under the Plan, including a determination under this
Article , shall be made by the Committee as it is configured following a Change
in Control pursuant to Section .


                               VII. MISCELLANEOUS

         7.1.     Non-assignment of Interest. No right or interest to or in any
payment or benefit to a Participant shall be assignable by such Participant
except by will or the laws of descent and distribution. No right, benefit or
interest of a Participant hereunder shall be subject to anticipation,
alienation, sale, assignment, encumbrance, charge, pledge, hypothecation or
set-off in respect of any claim, debt or obligation, or to execution,
attachment, levy or similar process, or assignment by operation of law. Any
attempt, voluntarily or involuntarily, to effect any action specified in the
immediately preceding sentence shall, to the full extent permitted by law, be
null, void and of no effect; provided, however, that this provision shall not
preclude a Participant from designating one or more Beneficiaries to receive any
amount that may be payable to such Participant under the Plan after his death
and shall not preclude the legal representatives of the Participant's estate
from assigning any right hereunder to the person or persons entitled thereto
under his will, or, in the case of intestacy, to the person or persons entitled
thereto under the laws of intestacy applicable to his estate.

         7.2      Successors. This Plan shall be binding upon and inure to the
benefit of PhyCor, its successors and assigns and the Participants and their
heirs, executors, administrators, duly appointed legal representatives.

         7.3      Amendment and Termination. PhyCor may at any time modify or
terminate this Plan by an amendment pursuant to an action that is approved or
ratified by PhyCor's board of directors. Provided, however, that amendments that
would reduce benefits or rights of an individual who is a Participant at the
time of the amendment shall not be binding with respect to such Participant
without the Participant's prior written consent.

         7.4      Taxes. All payments made hereunder shall be subject to all
taxes required to be withheld under applicable laws and regulations of any
governmental authorities in effect at the time of such payments.

         7.5      Controlling Law. Except to the extent superseded by federal
law, the internal laws of the State of Tennessee shall be controlling in all
materials relating to the Plan, including construction and performance hereof.



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                                 EXECUTION PAGE


         IN WITNESS WHEREOF, PhyCor, Inc. has caused this instrument to be
executed by its duly authorized officer on this ___ day of December, 1997, to be
effective as of the date first written above.

                                           PHYCOR, INC.


                                  By:
                                           ---------------------------------

                                  Its:
                                           ---------------------------------






























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                                    EXHIBIT A


         The individuals listed below have been identified by PhyCor to be
members of a select group of management or highly compensated employees of
PhyCor, within the meaning of sections 201(2), 301(a)(3), and 401(a)(1) of
ERISA, and have been designated by the Committee to participate in this Plan:

Joseph C. Hutts

Thompson P. Dent

Derril W. Reeves

Richard D. Wright

-------------------------------------------------

EFFECTIVE JANUARY 1, 1998

Joseph C. Hutts

Thompson P. Dent

Derril W. Reeves

Richard D. Wright

John K. Crawford

-------------------------------------------------


















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