**Exhibit 10.2**

**FIRST AMENDMENT TO THEUNITED SURGICAL PARTNERS INTERNATIONAL, INC.2001 EQUITY-BASED COMPENSATION PLAN**

             THIS FIRST AMENDMENT is effectiveJune 7, 2001 and is made by United Surgical Partners International, Inc., aDelaware corporation (the “Corporation”).

**WITNESSETH:**

             **WHEREAS,**the Corporation sponsors the United Surgical Partners International, Inc. 2001Equity-Based Compensation Plan (the “Equity Compensation Plan”) for the benefitof its eligible employees and their beneficiaries;

             **WHEREAS,**pursuant to Section 10(c) of the Equity Compensation Plan the Board ofDirectors of the Corporation (the “Board”) may amend or alter the EquityCompensation Plan without the consent of stockholders or participants, exceptthat any such amendment or alteration, including any increase in any sharelimitation, shall be subject to the approval of the Corporation’s stockholdersnot later than the annual meeting next following such Board action if suchstockholder approval is required by any federal or state law or regulation orthe rules of the National Association of Securities Dealers, Inc. AutomatedQuotations, Inc., and the Board may otherwise, in its discretion, determine tosubmit other such changes to the Equity Compensation Plan to stockholders forapproval; provided that, without the consent of an affected participant, nosuch Board action may materially and adversely affect the rights of suchparticipant under any previously granted and outstanding award;

             **WHEREAS,**pursuant to Section 2(n) of the Equity Compensation Plan, the EquityCompensation Plan will be effective as of the date of the consummation of afirm commitment underwritten public offering of the common stock of theCorporation for cash;

             **WHEREAS,**the Board believes it is in the best interests of the Corporation and theparticipants under the Equity Compensation Plan to specify with particularitythe effective date of the Equity Compensation Plan;

             **WHEREAS,**pursuant to Section 2(r) of the Equity Compensation Plan, “Fair Market Value”of a share of common stock issued on a particular day is defined; and

             **WHEREAS,**the Board believes it is in the best interest of the Corporation andparticipants under the Equity Compensation Plan to amend the definition of FairMarket Value under the Equity Compensation Plan.

             **NOW, THEREFORE,** the Equity Compensation Plan is herebyamended as follows:

|   | 1.     | Section 2(n) is hereby amended in its  entirety, effective June 7, 2001, to read as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |              (n)        “Effective Date” means the date of a  firm commitment underwritten public offering of the Stock for cash, which  date is June 7, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | 2.     | Section 2(r) is hereby amended in its  entirety, effective June 7, 2001, to read as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |              (r)         “Fair Market Value” of a share of  Stock means, for a particular day, the opening sales price on such business  day as reported by the National Association of Securities Dealers, Inc.  Automated Quotations, Inc. National Market System or, if no such sale takes  place on that day, the opening sales price so reported on the last business  day before the date in question.  If  the Board determines in good faith that such price is not indicative of the  fair value of the Stock, then the value determined in good faith by the  Committee shall be the Fair Market Value, which determination shall be  conclusive for all purposes. |   |

 

             **NOW,THEREFORE,** be it further provided that, except as provided above,the Equity Compensation Plan shall continue to read in its current state.

             **INWITNESS WHEREOF,** this First Amendment has been executed by a duly authorizedofficer of the Corporation as of the effective date and effective as set forthherein.

|   | **UNITED SURGICAL PARTNERS  INTERNATIONAL, INC.,**a Delaware  corporation |
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|   |                                                                      |   |
|   | By:                                                                       | /s/  John J. Wellik |
|   | Name:                                                                     | John  J. Wellik |
|   | Title:                                                                    | Vice  President |