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                                                                   Exhibit 10.25

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Revised -November 10, 2003







                                TEAM HEALTH, INC.
              NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            Effective January 1, 2004









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Revised -November 10, 2003

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
ARTICLE I -- INTRODUCTION..................................................    1
   1.1   Purpose of Plan...................................................    1
   1.2   Status of Plan....................................................    1
ARTICLE II -- DEFINITIONS..................................................    1
ARTICLE III -- PARTICIPATION...............................................    3
   3.1   Commencement of Participation.....................................    3
   3.2   Contents of Election Form.........................................    4
ARTICLE IV -- CONTRIBUTIONS................................................    4
   4.1   Participant Contributions.........................................    4
   4.2   Employer Contributions............................................    5
ARTICLE V -- ACCOUNTS......................................................    5
   5.1   Accounts..........................................................    5
   5.2   Statement of Accounts.............................................    6
   5.3   Investments.......................................................    6
ARTICLE VI -- VESTING......................................................    6
   6.1   General...........................................................    6
   6.2   Termination of Employment for Cause...............................    6
ARTICLE VII -- PAYMENT OF BENEFITS.........................................    6
   7.1   Time and Form of Payment..........................................    7
   7.2   Retirement........................................................    7
   7.3   Termination of Employment.........................................    7
   7.4   Disability........................................................    7
   7.5   In-Service Withdrawals and Hardship Distributions.................    7
   7.6   Death.............................................................    8
   7.7   Beneficiary.......................................................    9
   7.9   Withholding of Taxes..............................................    9
ARTICLE VIII -- PLAN ADMINISTRATION........................................    9
   8.1   Company Duties....................................................    9
   8.2   Plan Administration and Interpretation............................    9
   8.3   Powers, Duties, Procedures, Etc. of Plan Administrator............   10
   8.4   Information.......................................................   10
   8.5   Indemnification of the Plan Administrator.........................   10
   8.6   Plan Administration Expenses......................................   10
   8.7   Claims Procedure..................................................   10
ARTICLE IX -- AMENDMENT AND TERMINATION OF PLAN............................   12
   9.1   Amendments........................................................   12
   9.2   Termination of Plan...............................................   12
   9.3   Existing Rights...................................................   13
ARTICLE X -- MISCELLANEOUS.................................................   13
   10.1  No Funding........................................................   13
   10.2  Nonassignability..................................................   13
   10.3  Acceleration Of Benefits Based On Company's Financial Hardship....   13
   10.4  Location of Participant or Beneficiary Unknown....................   14
</TABLE>
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Draft- November 10, 2003

<TABLE>
<S>                                                                          <C>
   10.5  Employment Status.................................................   14
   10.6  Participants Bound................................................   14
   10.7  Receipt and Release...............................................   14
   10.8  Governing Law.....................................................   15
   10.9  Validity and Severability.........................................   15
   10.10 Headings and Subheadings..........................................   15
</TABLE>
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Revised -November 10, 2003

                            ARTICLE I -- INTRODUCTION

1.1   PURPOSE OF PLAN

Team Health, Inc. (the "Company") intends and desires by the adoption of the
Team Health, Inc. Non-Qualified Supplemental Executive Retirement Plan (the
"SERP" or the "Plan") to recognize the value to the Company and to its
affiliated employers of the past and present services of individuals covered by
the Plan and to encourage and assure their continued service with the Company by
making additional provisions for their retirement security through the
accumulation of deferred compensation and discretionary Employer Contributions
in addition to amounts accumulated in the qualified plans sponsored by the
Company.

The Plan is intended to provide a select group of management and highly
compensated employees of the Company, within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974
("ERISA"), with the opportunity to defer a portion of their Compensation and to
receive any discretionary Employer Contributions made by the Company and to have
these contributions treated as if invested in specified investments. The Plan
shall be effective with respect to Compensation received and Employer
Contributions made on and after January 1, 2004.

1.2   STATUS OF PLAN

The Plan is intended to be "a plan which is unfunded and is maintained by an
employer primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees" within the meaning
of Sections 201(2) and 301(a)(3) of ERISA, and to provide for deferral of
constructive receipt and federal income taxation of contributions to the Plan,
and the Plan shall be interpreted and administered to the extent possible in a
manner consistent with that intent.

                            ARTICLE II -- DEFINITIONS

Whenever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:

2.1   ACCOUNT means, for each Participant, the bookkeeping account established
      by the Company into which the Company may make contributions in accordance
      with Article IV.

2.2   BENEFICIARY means the person, persons or entity designated by the
      Participant to receive any benefits payable under the Plan pursuant to
      Section 7.7.


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Draft- November 10, 2003

2.3   CODE means the Internal Revenue Code of 1986, as amended. Reference to any
      provision of the Code or regulation (including a proposed regulation)
      thereunder shall include any successor provisions or regulations.

2.4   COMPANY means Team Health, Inc., any successor to all or a major portion
      of the Company's assets or business which assumes the obligations of the
      Company, and each other entity that is affiliated with the Company which
      adopts the Plan with the consent of the Company, provided that the Company
      shall have the sole power to amend this Plan and shall be the Plan
      Administrator if no other person or entity is so serving at any time.

2.5   COMPENSATION means total Compensation, including bonuses, reportable on a
      Participant's Form W-2, plus amounts not includible in taxable income by
      virtue of a salary reduction agreement entered into by the Participant
      pursuant to Sections 125 and/or 402 of the Code. Compensation includes
      amounts not includible in taxable income by virtue of deferral under this
      Plan. Compensation does not include amounts included as taxable income
      upon distribution or constructive receipt of any amount from this Plan.

2.6   EARLY RETIREMENT means the first day of the month following the date of a
      Participant's retirement from service with the Company after the
      Participant has attained age 55 but prior to Normal Retirement.

2.7   EFFECTIVE DATE of the Plan means January 1, 2004.

2.8   ELECTION FORM means the form to be submitted by each Participant regarding
      his or her specific elections made under the Plan as set forth in Section
      3.2.

2.9   ELIGIBLE EMPLOYEE means an employee of the Company who meets the
      eligibility criteria of the Plan as established by the Company.

2.10  EMPLOYER CONTRIBUTION means a discretionary contribution made by the
      Company on behalf of any Eligible Employee into an Account in accordance
      with Section 4.2.

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

2.12  EXECUTIVE COMMITTEE means the committee responsible for the
      implementation, oversight and administration of the Plan as selected by
      the Board of Directors of the Company.

2.13  INSOLVENT means either (a) the Company is unable to pay its debts as they
      become due, or (b) the Company is subject to a pending proceeding as a
      debtor under the United States Bankruptcy Code.

2.14  INVESTMENTS means the investment fund options selected by the Plan
      Administrator that are used to measure the return credited to a
      Participant's Account.


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Draft- November 10, 2003

2.15  LATE RETIREMENT DATE means retirement from the service of the Company
      after a Participant has attained age 65 which becomes effective as of the
      first day of the month following the date the Participant terminates
      service with the Company.

2.16  NORMAL RETIREMENT means retirement from the service of the Company which
      becomes effective as of the first day of the month following a
      Participant's attainment of age 65.

2.17  PARTICIPANT means any Eligible Employee who participates in the Plan in
      accordance with Article III.

2.18  PLAN means the Team Health, Inc. Non-Qualified Supplemental Executive
      Retirement Plan and all amendments thereto.

2.19  PLAN ADMINISTRATOR means the person, persons or entity designated by the
      Executive Committee to administer the Plan. If no such person or entity is
      so serving at any time, the Executive Committee shall be the Plan
      Administrator.

2.20  PLAN YEAR means the 12-month period beginning January 1 and ending
      December 31.

2.21  RETIREMENT means the voluntary termination of employment of a Participant
      from the Company due to Early, Normal or Late Retirement.

2.22  TRUST means the rabbi trust established by the Company and administered by
      the Trustee to accumulate the assets for the benefits provided by the
      Plan.

2.23  TRUSTEE means the trustee of the Plan's Trust.


                          ARTICLE III -- PARTICIPATION

3.1   COMMENCEMENT OF PARTICIPATION

An Eligible Employee shall become a Participant in the Plan upon designation by
the Executive Committee. A Participant shall be required to make an election as
to the form of his or her contribution, distribution, preferred initial
Investments, and may designate a beneficiary on the Election Form.

3.2   CONTENTS OF ELECTION FORM

The Company provides an Election Form to be completed by a Participant which
contains the following information:


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Draft- November 10, 2003

      (1)   Contribution Election. The contribution election sets forth the
            amount a Participant elects to contribute to the Plan on a voluntary
            basis;

      (2)   Distribution Election. The distribution election sets forth the
            distribution option elected by the Participant of his or her Account
            upon the Participant's separation from service with the Company and
            the manner in which payments are to be made which may be in a
            lump-sum or in annual installments over a period of up to ten years,
            subject to the provisions of Article VII;

      (3)   Investment Election. The investment election sets forth the initial
            Investments elected by the Participant; and

      (4)   Designation of Beneficiary. The designation of beneficiary sets
            forth the Beneficiary or Beneficiaries elected by the Participant to
            receive payments under the Plan in the event of the Participant's
            death and the distribution option selected by the Participant for
            the Participant's surviving Beneficiary or Beneficiaries.


                           ARTICLE IV -- CONTRIBUTIONS

4.1   PARTICIPANT CONTRIBUTIONS

(a)   Within the thirty-day (30) period prior to the beginning of each calendar
      year, each eligible Participant shall elect what percentage, if any, of
      his or her total Compensation such Participant desires to have credited to
      his or her Plan Account for such calendar year. Such election may not
      exceed such limits prescribed by the Company in the current Contribution
      Election form. Amounts subject to the election shall be credited as soon
      as administratively feasible following the date such Participant would
      have otherwise received such Compensation but for such election.

(b)   Notwithstanding the preceding paragraph, in the calendar year during which
      an Eligible Employee is first eligible to participate hereunder, he or she
      may make such election within the first two weeks next following the date
      he or she first became eligible to participate hereunder, provided such
      election shall apply only to Compensation earned subsequent to the date
      such election is made. Such election shall apply with respect to
      Compensation earned during the remainder of the calendar year in which
      such election is made.

(c)   Once an election is made pursuant to the provisions of this Section 4.1,
      the Participant shall not increase or decrease such election for the
      remainder of the calendar year to which such election relates, provided
      that a Participant may revoke such election with respect to amounts which
      he or she has not yet earned as of the date of revocation in connection
      with the occurrence of an approved unforseeable emergency with respect to


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Draft- November 10, 2003

      which a Participant has requested accelerated distribution of his Plan
      interests pursuant to Section 7.5 hereof. If a Participant revokes an
      election pursuant to this paragraph, such Participant may not again elect
      to participate in the Plan as of a date prior to the first day of the
      calendar year next following the date he or she ceased to participate in
      the Plan as a result of such revocation.

4.2   EMPLOYER CONTRIBUTIONS

The Company may, in its sole discretion, select one or more Eligible Employees
to receive an Employer Contribution in a form and amount determined by the
Company for a Plan Year. The amount of any such Employer Contribution will be
determined by the Company in accordance with such criteria as it shall adopt
from time to time. Any such Employer Contribution shall be credited to
Participant Accounts in accordance with the Plan. Each Employer Contribution and
any accrued earnings (net of all gains and losses) shall be distributed in a
manner consistent with the elections last made by the Participant on file with
the Plan Administrator in accordance with the provisions of Article VII.

4.3   TRANSFERRED ACCOUNTS

The Executive Committee, in its sole discretion, may direct that all or any of
the account balances under other non-qualified deferred compensation
arrangements maintained by the Company or its Affiliates be irrevocably
transferred to this Plan. Any such account shall be separately accounted for
hereunder as a "Transferred Account" and shall be invested in accordance with
the affected Participant's Investment elections hereunder and such account
shall be distributed at such time and in such manner as the affected
Participant may elect in accordance with the provisions of this Plan.


                              ARTICLE V -- ACCOUNTS

5.1   ACCOUNTS

The Plan Administrator shall establish an Account for each Participant to
reflect Participant Contributions, any Employer Contributions, and any
Transferred Accounts (under Section 4.3 hereof) together with any adjustments
for income, expense, gain or loss and any payments made from the Account. The
Plan Administrator may cause the Trustee to maintain and invest separate asset
accounts corresponding to each Participant's Account. The Plan Administrator may
establish such other sub-accounts as are necessary for the proper administration
of the Plan.


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Draft- November 10, 2003

5.2   STATEMENT OF ACCOUNTS

As of the last business day of each calendar quarter, the Plan Administrator
shall provide each Participant with a statement of his or her Account reflecting
the gains and losses (realized and unrealized), amounts of Participant and
Employer contributions and distributions with respect to such Account since the
prior statement.

5.3   INVESTMENTS

The assets of the Trust shall be invested in such Investments as the Executive
Committee shall determine. The Trustee may, but is not required to, consider a
Participant's investment preferences when investing the assets attributable to a
Participant's Account.


                              ARTICLE VI -- VESTING

6.1   GENERAL

A Participant shall always be one hundred percent (100%) vested in amounts
credited to his or her Account under this Plan.

6.2   TERMINATION OF EMPLOYMENT FOR CAUSE

Notwithstanding Section 6.1, a Participant who is terminated for embezzlement of
Company funds will forfeit the entire balance in his or her Account in the event
the Participant and the balance in his or her Account is applied toward the
repayment of funds embezzled from the Company.


                       ARTICLE VII -- PAYMENT OF BENEFITS

7.1   TIME AND FORM OF PAYMENT

A Participant shall elect on the Election Form the form in which payment is to
be made of the balance in the Participant's Account, subject to the provisions
of Section 7.3.

A Participant may elect to have deferred amounts paid upon termination of
employment or at Retirement in a lump sum or in designated annual installments
over a period of 3, 5 or 10 years. Furthermore, a Participant may elect to have
the benefit, if any, that remains upon his or her death paid to the Beneficiary
in a lump sum or in annual installments over a period of 3, 5 or 10 years. If
the Participant had already started to receive installments as of the date of
death, the


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Draft- November 10, 2003

installment period during which the benefit is paid to the Beneficiary shall not
exceed the installment period in which the Participant was receiving payments,
reduced by the number of years for which payments where made to the Participant
as of such date of death.

7.2   RETIREMENT

Payment of a Participant's Account shall be made to the Participant as soon as
practicable following the Participant's Retirement in accordance with the
Election Form on file with the Plan Administrator. If no Election Form is on
file with the Plan Administrator, payment shall be made in a lump-sum payment as
soon as practicable following the Participant's Retirement.

7.3   TERMINATION OF EMPLOYMENT

Payment of a Participant's Account shall be made to the Participant as soon as
practicable in a lump-sum payment following the Participant's termination of
employment with the Company for any reason other than for Retirement,
Disability, death or for Cause, notwithstanding any Election Form electing
annual installments.

7.4   DISABILITY

If a Participant's employment with the Company terminates by reason of the
Participant's disability, payment of a Participant's Account shall be made at
the request of the affected Participant as soon as practicable following the
Participant's termination of employment with the Company in accordance with the
Election Form on file with the Plan Administrator. Requests for payment on
account of disability must be accompanied by a certification of disability from
a medical professional.

7.5   IN-SERVICE WITHDRAWALS AND DISTRIBUTIONS FOR UNFORESEEABLE EMERGENCY

(a)   A Participant may request an in-service withdrawal of his or her Account
      balance under the Plan by providing advance notice of one year plus one
      day to the Plan Administrator. In the event such a request is made,
      participation in the Plan shall cease as of the date of Administrator's
      receipt of such notice and such Participant shall be ineligible to
      participate further in the Plan.

(b)   A Participant may request an in-service withdrawal of all or a portion of
      his or her Account attributable to Participant Contribution elections,
      plus earnings thereon, in the event of an unforeseeable emergency which
      results in a financial hardship to such Participant or his or her
      dependent (as defined in Section 152(a) of the Code). Such request must be
      submitted to the Plan Administrator.


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Draft- November 10, 2003

(c)   Any amounts paid with respect to a Participant's unforeseeable emergency
      request shall not exceed the amount necessary to relieve such financial
      hardship, and then only to the extent that such emergency circumstances
      may not be relieved through:

      (1)   reimbursement or compensation by insurance or otherwise;

      (2)   by liquidation of the Participant's assets to the extent that such
            liquidation would not itself result in a severe financial hardship;
            or

      (3)   by cessation of deferrals under the Plan.

(d)   For purposes of this Section, a severe unforeseeable emergency shall
      include financial hardship resulting from sudden and unexpected illness of
      the Participant or his or her dependent, loss of Participant's property
      due to casualty or other similar extraordinary and unforeseeable
      circumstances arising out of events over which the Participant had no
      control. In no event shall the purchase of a residence or the educational
      expenses of the Participant or a dependent of Participant be determined to
      be an unforeseeable emergency.

(e)   The Plan Administrator shall have the sole, absolute and final discretion
      to determine the existence of a qualifying financial unforeseeable
      emergency and the availability to a qualifying Participant of an
      in-service withdrawal of Plan interests with respect to such
      circumstances.


7.6   DEATH

If a Participant dies prior to Retirement or the complete distribution of his or
her Account balance, the balance of the Account shall be paid as soon as
practicable to the Participant's designated Beneficiary or Beneficiaries, in
accordance with the beneficiary information and distribution election provided
in the Designation of Beneficiary section of the Enrollment Form in effect on
the date of the Participant's death.

7.7   BENEFICIARY

Any designation of a Beneficiary or Beneficiaries shall be made by a Participant
on the Designation of Beneficiary Form filed with the Plan Administrator and may
be changed by the Participant at any time by filing another Designation of
Beneficiary section of the Enrollment Form containing the revised instructions.
If no Beneficiary is designated or no designated Beneficiary survives the
Participant, any payment due under the Plan shall be made in a single lump sum
to the Participant's surviving spouse, or if none to the Participant's surviving
children in equal shares, or if none to the Participant's estate.


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Draft- November 10, 2003

7.9   WITHHOLDING OF TAXES

The Company shall withhold any applicable federal, state or local taxes from
payments made pursuant to this Article VII, and as instructed by Participant.


                       ARTICLE VIII -- PLAN ADMINISTRATION

8.1   COMPANY DUTIES

The Company may delegate to a plan administrator the responsibility of
administering the Plan. The Company shall be responsible for determining the
criteria for Participant eligibility under the Plan, for determining the
investment fund options for the Plan, for determining the criteria for Employer
Contributions made under the Plan (subject to the approvals described in Section
4.2), and for establishing with any plan administrator the Plan's claims and
appeals procedures.

8.2   PLAN ADMINISTRATION AND INTERPRETATION

The Plan Administrator shall oversee the administration of the Plan. The Plan
Administrator shall have complete control and authority to determine the rights
and benefits of all claims, demands and actions arising out of the provisions of
the Plan of any Participant, Beneficiary, deceased Participant, or other person
having or claiming to have any interest under the Plan. The Plan Administrator
shall have complete discretion to interpret the Plan and to decide all matters
under the Plan. Such interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or through any
Participant, in the absence of clear and convincing evidence that the Plan
Administrator acted arbitrarily and capriciously. Any individual(s) serving as
Plan Administrator who is a Participant will not vote or act on any matter
relating solely to him or herself. When making a determination or calculation,
the Plan Administrator shall be entitled to rely on information furnished by a
Participant, a Beneficiary, the Company or the Trustee. The Plan Administrator
shall have the responsibility for complying with any reporting and disclosure
requirements of ERISA.

8.3   POWERS, DUTIES, PROCEDURES, ETC. OF PLAN ADMINISTRATOR

The Plan Administrator shall have such powers and duties, may adopt such rules
and tables, may act in accordance with such procedures, may appoint such
officers or agents, may delegate such powers and duties, may receive such
reimbursements and compensation, and shall follow such claims and appeal
procedures with respect to the Plan as may be established by the Company.


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Draft- November 10, 2003

8.4   INFORMATION

To enable the Plan Administrator to perform its functions, the Company shall
supply full and timely information to the Plan Administrator on all matters
relating to the compensation of Participants, their employment, Retirement,
death, termination of employment, and such other pertinent facts as the Plan
Administrator may require.

8.5   INDEMNIFICATION OF THE PLAN ADMINISTRATOR

The Company agrees to indemnify and hold harmless and to defend to the fullest
extent permitted by law any officer(s) or employee(s) who serve as Plan
Administrator (including any such individual who formerly served as Plan
Administrator) 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 was in good faith.

8.6   PLAN ADMINISTRATION EXPENSES

Any expense incurred by the Company, or the Plan Administrator relative to the
administration of this Plan shall be paid by the Company.

8.7   CLAIMS PROCEDURE

The following claims procedure shall apply to the Plan:

(a)   Filing of a Claim for Benefits. The Participant or beneficiary shall make
      a written claim addressed to the Plan Administrator for the benefits
      provided under the Plan in the manner provided in the Plan.

(b)   Claim Approval or Denial With Respect to Plan Benefits. With respect to a
      claim for benefits, the Plan Administrator shall review and make decisions
      on claims for benefits. The Plan Administrator shall have complete and
      sole discretionary authority to determine eligibility for benefits and to
      construe the terms of the Plan.

(c)   Notification to Claimant of Decision. If a claim is wholly or partially
      denied, notice of the decision, meeting the requirements of paragraph d.
      following, shall be furnished to the claimant within a reasonable period
      of time after the claim has been filed.


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Draft- November 10, 2003

(d)   Content of Notice. The Plan Administrator shall provide to any claimant
      whose claim for benefits is denied in whole or in part a written notice
      setting forth, in a manner calculated to be understood by the claimant,
      the following:

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

      (2)   specific reference to pertinent Plan provisions on which the denial
            is based;

      (3)   a description of any additional material or information necessary
            for the claimant to perfect the claim and an explanation of why such
            material or information is necessary; and,

      (4)   an explanation of the Plan's claim review procedure, as set forth in
            paragraphs (e) and (f) following.

(e)   Review Procedure. The purpose of the review procedure set forth in this
      paragraph and in paragraph (f) following is to provide a procedure by
      which a claimant under the Plan may have a reasonable opportunity to
      appeal a denial or partial denial of a claim and request a full and fair
      review of the Plan Administrator's decision by the Executive Committee. To
      accomplish that purpose, the claimant or a duly authorized representative:

      (1)   must request a review by written application addressed to the Plan
            Administrator;

      (2)   may review pertinent Plan documents or agreements; and,

      (3)   may submit issues and comments in writing.

      A claimant (or duly authorized representative) must request a review
      within sixty (60) days after receipt by the claimant of the Plan
      Administrator's written notice of the denial of his or her claim, or the
      Plan Administrator's decision shall be final.

(f)   Decision on Review. The Executive Committee's decision on review of a
      denial of a claim shall be made in the following manner.

      (1)   The decision on review shall be made by the Executive Committee,
            which may in its discretion hold a hearing on the denied claim. The
            Executive Committee shall make its decision promptly, unless special
            circumstances (such as the need to hold a hearing) require an
            extension of time for processing, in which case a decision shall be
            rendered as soon as possible, but no later than one hundred twenty
            (120) days after receipt of the request for review.

      (2)   The Executive Committee's decision on review shall be in writing,
            and shall include specific reasons for the decision, written in a
            manner calculated to be understood by the claimant, and specific
            references to the pertinent Policy or Plan provisions on which the
            decision is based.


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Draft- November 10, 2003

                 ARTICLE IX -- AMENDMENT AND TERMINATION OF PLAN

9.1   AMENDMENTS

The Company reserves the right at any time to modify, amend or terminate the
Plan, in whole or in part, subject to Section 9.3, by an instrument in writing
which has been executed on the Company's behalf by a duly authorized officer.

9.2   TERMINATION OF PLAN

(a)   The Plan is strictly a voluntary undertaking on the part of the Company
      and shall not be deemed to constitute a contract between the Company and
      any Eligible Employee (or any other employee) or a consideration for, or
      an inducement or condition of employment for, the performance of the
      services by any Eligible Employee (or other employee). The Company
      reserves the right to terminate the Plan at any time, subject to Section
      9.3, by an instrument in writing which has been executed on the Company's
      behalf by a duly authorized officer.

(b)   Upon termination, the Company may (1) elect to continue to maintain the
      Trust to pay benefits hereunder as they become due as if the Plan had not
      terminated or (2) direct the Trustee to immediately pay to each
      Participant (or Beneficiary) in a lump-sum payment the vested balance in
      the Participant's Account notwithstanding any Election Form or Beneficiary
      Designation providing for annual installment payments. For purposes of the
      preceding sentence, in the event the Company chooses to implement clause
      (1), the Account balances of all Participants who are in the employ of the
      Company at the time the Trustee is directed to pay such balances, shall
      remain fully vested and nonforfeitable. After Participants and their
      Beneficiaries are paid all Plan benefits to which they are entitled, any
      and all remaining assets of the Trust shall be returned to the Company.

9.3   EXISTING RIGHTS

No modification, amendment or termination of the Plan shall adversely affect the
rights of any Participant with respect to amounts that have been credited to his
or her Account prior to the date of such modification, amendment or termination.


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                           ARTICLE X -- MISCELLANEOUS

10.1  NO FUNDING

The Plan constitutes a mere promise by the Company to make payments in
accordance with the terms of the Plan and Participants and Beneficiaries shall
have the status of general unsecured creditors of the Company. Nothing in the
Plan will be construed to give any Participant or any other person rights to any
specific assets of the Company. In all events, it is the intent of the Company
that the Plan be treated as unfunded for tax purposes and for purposes of Title
I of ERISA.

10.2  NONASSIGNABILITY

None of the benefits, payments, proceeds or claims of any Participant or
Beneficiary shall be subject to any claim of any creditor of any Participant or
Beneficiary and, in particular, the same shall not be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
Beneficiary, nor shall any Participant or Beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.

10.3  ACCELERATION OF BENEFITS BASED ON COMPANY'S FINANCIAL HARDSHIP

If the Executive Committee deems at any time that the Company may foreseeably
become financially insecure, illiquid, or in any way unable to pay the Company's
debts as they become due, and in particular to pay the Company's obligations
under this Plan, then the Executive Committee shall direct the Plan
Administrator to make payment of all current Participant Account balances to
Participants, without regard to any Participant's election otherwise concerning
form of benefit payment. The Executive Committee shall not make any such
determination or give such direction at any time when the Company is insolvent,
illiquid or unable to pay the Company's debts as they become due, nor shall the
Executive Committee make such determination or give such direction at any time
when such payment to Participants would itself have the effect of making the
Company insolvent, illiquid or unable to pay the Company's debts as they become
due . In case Executive Committee makes such a determination under this Section,
the Company assumes no responsibility to thereafter provide any on-going tax
deferral plan or vehicle for previously accumulated Participant contributions
and earnings, or for future Participant contributions for Eligible Employees.

10.4  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

Each Participant shall keep the Company informed of his current address and the
current address of his or her spouse. The Company shall not be obligated to
search for the whereabouts of any person. If the location of a Participant is
not made known to the Company within three years


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after the date on which payment of the Participant's Plan benefit may first be
made, payment may be made as though the Participant had died at the end of such
three-year period. If, within one additional year after such three-year period
has elapsed, or within three years after the actual death of a Participant, the
Company is unable to locate any beneficiary of the Participant, the Company
shall have no further obligation to pay any benefit hereunder to such
Participant or Beneficiary or any other person and such benefit shall be
irrevocably forfeited.

10.5  EMPLOYMENT STATUS

Nothing contained in the Plan shall confer upon any person a right to be
employed or to continue in the employ of the Company, or interfere in any way
with the right of the Company to terminate the employment of a Participant in
the Plan at any time, with or without Cause.

10.6  PARTICIPANTS BOUND

Any action with respect to the Plan taken by the Plan Administrator or the
Company or the Trustee or any action authorized by or taken at the direction of
the Plan Administrator, the Company or the Trustee, shall be conclusive upon all
Participants and Beneficiaries entitled to benefits under the Plan.

10.7  RECEIPT AND RELEASE

Any payment to any Participant or Beneficiary in accordance with the provisions
of the Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Company, the Plan Administrator and the Trustee under the Plan, and
the Plan Administrator may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect. If any Participant or Beneficiary is determined by the Plan
Administrator to be incompetent by reason of physical or mental disability
(including minority) to give a valid receipt and release, the Plan Administrator
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Plan Administrator, the Company or the Trustee to follow the application of such
funds.

10.8  GOVERNING LAW

The Plan shall be constructed, administered, and governed in all respects under
and by the laws of the State of Tennessee, in accordance with its express
intent, and without any reference to principles of conflict of laws, except to
the extent preempted by federal law.

10.9  VALIDITY AND SEVERABILITY


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The invalidity or unenforceability of any provision of this Plan shall not
affect the validity or enforceability of any other provision of this Plan, which
shall remain in full force and effect, and any prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.

10.10 HEADINGS AND SUBHEADINGS

Headings and subheadings in this Plan are inserted for convenience only and are
not to be considered in the construction of the provisions hereof.


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Draft- November 10, 2003

IN WITNESS WHEREOF, Team Health, Inc. has caused this instrument to be signed by
its duly authorized officer on the ______ day of ___________, 20____.


                                           TEAM HEALTH, INC.



                                           ------------------------------
                                           By:
                                           Title:


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