Healthcare reform, mergers, and managed care are leading many physician employees to reconsider their association with hospitals and other healthcare facilities. Healthcare organizations can no longer rely on traditional retirement benefit packages and qualified plans to attract or keep these physicians. Changes in tax legislation have made nonqualified retirement plans an important factor in recruiting and retaining physicians. This article examines nonqualified retirement plans and how they can be used by healthcare organizations to supplement qualified plans benefits. While the article focuses on physicians, nonqualified plans also can be used to supplement benefits and secure the financial future of other high-salaried healthcare professionals.