EXHIBIT 10.2


 Exhibit 1

                           FIRST HEALTH GROUP CORP.
                            STOCK OPTION AGREEMENT

      THIS AGREEMENT is made and  entered into as of  the 22nd day of  March,
 2004, by and between  FIRST HEALTH GROUP CORP.  a Delaware corporation  (the
 "Company"), and WILLIAM MCMANAMAN (the "Employee").

      WHEREAS, the  Employee is  a valued  employee of  the Company  and  the
 Company wishes to induce him to enter into an employment agreement dated  as
 of March  22, 2004  (the "Employment  Agreement") and  to provide  financial
 incentives to  further  encourage  him in  the  performance  of  his  duties
 thereunder by granting  him an option  to purchase shares  of common  stock,
 $.01 par value, of the Company (the "Common Stock");

      WHEREAS, the Employee wishes to acquire the right to purchase shares of
 Common Stock.

      NOW, THEREFORE,  for  good  and  valuable  consideration,  the  parties
 hereto, intending to be legally bound, hereby agrees as follows:

      1.   Grant of Option.  Subject to  the provisions of Section 2  hereof,
 the Company hereby grants  to the Employee effective  as of the date  hereof
 the right, privilege  and option  to purchase  on the  terms and  conditions
 hereinafter set forth  up to  62,500 shares of  Common Stock  at a  purchase
 price of $21.08  per share  (the "Option")  pursuant to  the Company's  2001
 Stock Option Plan (the "Plan"). The  Option is intended to be an  "Incentive
 Stock Option" as  defined in  Section 422 of  the Internal  Revenue Code  of
 1986, as amended (the "Code"),  subject to Section 422  of the Code, to  the
 extent permitted by the Code, and a nonstatutory option with respect to  the
 balance.  In addition to  the terms and conditions  set forth in this  Stock
 Option Agreement, the  Option is governed  by and subject  to the terms  and
 conditions of the Plan.

      2.   Time for Exercise of Option.  Subject to the provisions of Section
 3 and 7 hereof,  the Option may be  exercised by the  Employee from time  to
 time, in whole or in part, beginning on  March 22, 2005 and ending on  March
 22, 2011, or within such shorter period as is provided in Section 3 hereof.

      3.   Termination of Employment.

      (a)  If the Employee's employment by the  Company is terminated by  the
 Company without cause, then, notwithstanding the provisions of Section 2  of
 this Agreement, upon such termination of employment, the Option shall become
 exercisable in full and the Employee may, for a period of 90 days  following
 such termination (but  before expiration of  the original exercise  period),
 exercise the Option in whole or in part.

      (b)  If the Employee's employment by the  Company is terminated due  to
 death or  incapacity  (as this  term  is defined  in  Employee's  Employment
 Agreement) or  by voluntary,  not for  cause reasons  as allowed  under  the
 Employment Agreement, then, notwithstanding Section 2 of this Agreement, the
 Option shall be entirely vested and exercisable in full and Employee or  his
 legal  representative  may,  for  a  period  of  two  years  following  such
 termination  (but  before  expiration  of  the  original  exercise  period),
 exercise the Option in whole or in part.

      (c)  If (i)  the Employee's  employment by  the Company  is  terminated
 voluntarily by the Employee and (ii) pursuant to Section 2 hereof the Option
 has heretofore vested, the Employee may, for  a period of 30 days after  the
 date of  the termination  (but before  expiration of  the original  exercise
 period), exercise the Option, in whole or in part.

      (d)  If the Employee's employment by the  Company is terminated by  the
 Company for cause (as such term is defined in the Employment Agreement), the
 Option shall terminate  on the date  on which the  Employee's employment  is
 terminated, and the Employee shall have no further rights hereunder.

      (e)  The Employee acknowledges and  understands that certain  exercises
 of the Option pursuant to this  Section 3 may cause disqualification of  the
 Option as an Incentive Stock Option.

      4.   Method of Exercise.  The Option may be exercised by written notice
 (the "Notice")  addressed and  delivered to  the Company  (Attention:  Chief
 Financial Officer), specifying the  number of shares of  Common Stock to  be
 purchased and accompanied by (i) a check,  or (ii) that number of shares  of
 Common Stock which have  an aggregate fair  market value as  of the date  of
 exercise equal to the exercise price, or (iii) any combination thereof.  For
 purposes of this Agreement, "fair market  value" of a share of Common  Stock
 shall mean: (i) if the Common Stock  is traded on a national stock  exchange
 on the  date of  exercise of  the Option,  fair market  value shall  be  the
 closing price reported  by the applicable  composite transactions report  on
 such day,  or if  the Common  Stock is  not traded  on such  date, the  mean
 between the  closing  bid-and-asked prices  thereof  on that  date  on  such
 exchange; (ii)  if  the Common  Stock  is  traded over-the  counter  and  is
 classified as a national market issue on the date of exercise of the Option,
 fair market value shall be the last reported transaction price quoted by the
 NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and
 is not classified as a national market issue on the date of exercise of  the
 Option, fair market value shall be the mean between the last  representative
 bid-and-asked prices quoted by the  NASDAQ on that day;  or (iv) if none  of
 the foregoing provisions is applicable, fair market value as of the date  of
 exercise of the Option shall be determined by the Board of Directors in good
 faith  on  such  basis  as  it  deems  appropriate.    In  all  cases,   the
 determination of fair market  value shall be binding  and conclusive on  all
 persons.

      5.   Delivery of Stock  Certificates.  The  Option shall  be deemed  to
 have been exercised upon receipt by the Company of the Notice accompanied by
 the exercise price (the "Exercise  Date"). The certificate representing  the
 shares of Common Stock purchased upon exercise of the Option shall be issued
 as of the Exercise Date  and delivered by the  Company to the Employee  free
 and clear of all claims, liens and encumbrances, within five days  following
 the Exercise Date or  as soon thereafter as  practicable. As a condition  to
 the exercise  of  the  Option,  the Company  may  require  the  Employee  to
 represent and warrant at the  time of any such  exercise that the shares  of
 Common Stock  are being  purchased for  investment  purposes only,  for  the
 account of the Employee and without any intention to distribute such shares.
 If the shares of Common Stock issuable upon exercise of the Option have  not
 previously been registered under the Securities Act of 1933, as amended (the
 "Securities Act")  as  contemplated  by  this  Agreement,  each  certificate
 evidencing shares of Common Stock acquired upon exercise of the Option shall
 contain on its face, or on the reverse side thereof, the following legend:

      "These shares have not  been registered under the  Securities
      Act of 1933 or under any applicable state law They may not be
      offered for sale, sold,  transferred, or pledged without  (1)
      registration  under  the  Securities  Act  of  1933  and  any
      applicable state law, or (2) an opinion (satisfactory to  the
      corporation) that registration is not required"

      6.   Adjustment Provisions.   If, during  the term  of this  Agreement,
 there shall be any stock dividend,  stock rights distribution, stock  split,
 recapitalization, merger, consolidation, sale  of assets, reorganization  or
 other similar change  or transaction of  or by the  Company, an  appropriate
 adjustment shall be made to  the number and kind  of shares remaining to  be
 acquired upon exercise of the Option and to the exercise price of the Option
 so that the value to be received by the Employee upon exercise of the Option
 shall,  in  the  aggregate,  be  the  same  as  if  none  of  the  foregoing
 transactions had occurred.

      7.   Merger; Consolidation or Sale of Assets.  In the event the Company
 enters into an agreement providing for (i) the sale of all or  substantially
 all of  the  assets  of the  Company  or  (ii) a  merger,  consolidation  or
 reorganization which  would  result  in  the  stockholders  of  the  Company
 immediately prior to such transaction owning less than 50% of the  surviving
 corporation, the Option shall become exercisable  in full without regard  to
 any vesting limitations, and the Employee  shall be entitled, commencing  at
 least ten days prior to the effective date of such transaction, to  exercise
 the Option in whole or in part, to the extent not previously exercised.

      8.   Withholding Obligations.    In  the  event  that  the  Company  is
 required to satisfy withholding  obligations under the Code  as a result  of
 the exercise  of the  Option, the  Employee  may request  that, in  lieu  of
 withholding amounts  from  the Employee's  paycheck  or requiring  that  the
 Employee write  a check  to the  Company in  the amount  of the  withholding
 obligation, the Company withhold that number of shares of Common Stock which
 have a fair market  value (determined in accordance  with the provisions  of
 the Plan) on the Exercise Date equal to the amount required to be withheld.

      9.   Non-Transferability. The Option is not transferable or  assignable
 by the  Employee  other  than  by  will  or  by  the  laws  of  descent  and
 distribution and are exercisable during the lifetime of the Employee only by
 the Employee.

      10.  Compliance with Law.  By accepting the Option, the Employee agrees
 for himself  and his  legal representative  that the  Company shall  not  be
 required to deliver  any shares  of Common Stock  upon the  exercise of  the
 Option until such shares have been  qualified for delivery under  applicable
 securities laws and regulations  as determined by the  Company or its  legal
 counsel.

      11.  Rights as  a  Stockholder;  Not  an  Employment  Agreement.    The
 Employee shall have no rights as  a stockholder of the Company with  respect
 to shares of Common Stock  subject to the Option  until the Option has  been
 exercised and payment made as herein provided and certificates  representing
 the shares as to which the Option has been exercised have been delivered  to
 the Employee. Nothing contained in this Agreement shall be construed to be a
 contract of employment between the Company and the Employee.

      12.  Construction.

      (a)  Successors. This Agreement and all the terms and provisions hereof
 shall be binding upon and shall inure  to the benefit of the parties  hereto
 and their respective legal representatives, heirs and successors, except  as
 expressly herein otherwise provided.

      (b)  Entire Agreement Modification.  This Agreement contains the entire
 understanding between the parties  with respect to  the matters referred  to
 herein, and  such  agreement  shall  not  be  modified,  except  by  written
 instrument signed by the parties hereto.

      (c)  Headings; Pronouns; Governing  Law.  The  descriptive headings  of
 the respective sections and subsections of  this Agreement are inserted  for
 convenience of reference only and shall not be deemed to modify or  construe
 the provisions which  follow them. Any  use of any  masculine pronoun  shall
 include the feminine and vice-versa, and  any use of a singular, the  plural
 and vice-versa,, as the context and facts may require.  The construction and
 interpretation of this Agreement  shall be governed in  all respects by  the
 laws of the State of Delaware.

      (d)  Notices.   All  communications between  the  parties shall  be  in
 writing and shall be deemed to have been duly given as of the date and  time
 of hand delivery  or three days  after mailing via  certified or  registered
 mail, return receipt  requested, proper  postage prepaid  following or  such
 other addresses of which the parties shall from time to time notify another:

      If to the Company:  Chief Executive Officer
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      If to the Employee: Mr. William McManaman
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      (e)  Severability.  Whenever possible, each provision of this Agreement
 shall be  interpreted in  such manner  as to  be effective  and valid  under
 applicable law, but if  any provision of this  Agreement or the  application
 thereof to any party or circumstance shall be prohibited by or invalid under
 applicable law, such provision shall be ineffective to the minimal extent of
 such provision  or  the  remaining  provisions  of  this  Agreement  or  the
 application of such provision to other parties or circumstances.

   IN WITNESS  WHEREOF, the parties  have executed or  caused to be  executed
 this Agreement as of the date first above written.

                               FIRST HEALTH GROUP CORP.


                               -------------------------------------
                               Edward L. Wristen
                               President and Chief Executive Officer


                               -------------------------------------
                               William McManaman

<PAGE>

 Exhibit 2

                           FIRST HEALTH GROUP CORP.
                            STOCK OPTION AGREEMENT

      THIS AGREEMENT is made and  entered into as of  the 22nd day of  March,
 2004, by and between  FIRST HEALTH GROUP CORP.  a Delaware corporation  (the
 "Company"), and WILLIAM MCMANAMAN (the "Employee").

      WHEREAS, the  Employee is  a valued  employee of  the Company  and  the
 Company wishes to induce him to enter into an employment agreement dated  as
 of March  22, 2004  (the "Employment  Agreement") and  to provide  financial
 incentives to  further  encourage  him in  the  performance  of  his  duties
 thereunder by granting  him an option  to purchase shares  of common  stock,
 $.01 par value, of the Company (the "Common Stock");

      WHEREAS, the Employee wishes to acquire the right to purchase shares of
 Common Stock.

      NOW, THEREFORE,  for  good  and  valuable  consideration,  the  parties
 hereto, intending to be legally bound, hereby agrees as follows:

      1.   Grant of Option.  Subject to  the provisions of Section 2  hereof,
 the Company hereby grants  to the Employee effective  as of the date  hereof
 the right, privilege  and option  to purchase  on the  terms and  conditions
 hereinafter set forth  up to  62,500 shares of  Common Stock  at a  purchase
 price of $22.134  per share (the  "Option") pursuant to  the Company's  2001
 Stock Option Plan (the "Plan"). The  Option is intended to be an  "Incentive
 Stock Option" as  defined in  Section 422 of  the Internal  Revenue Code  of
 1986, as amended (the "Code"),  subject to Section 422  of the Code, to  the
 extent permitted by the Code, and a nonstatutory option with respect to  the
 balance.  In addition to  the terms and conditions  set forth in this  Stock
 Option Agreement, the  Option is governed  by and subject  to the terms  and
 conditions of the Plan.

      2.   Time for Exercise of Option.  Subject to the provisions of Section
 3 and 7 hereof,  the Option may be  exercised by the  Employee from time  to
 time, in whole or in part, beginning on  March 22, 2006 and ending on  March
 22, 2011,  or within  such shorter  period  as is  provided in  paragraph  3
 hereof.

      3.   Termination of Employment.

      (a)  If the Employee's employment by the  Company is terminated by  the
 Company without cause, then, notwithstanding the provisions of Section 2  of
 this Agreement, upon such termination of employment, the Option shall become
 exercisable in full and the Employee may, for a period of 90 days  following
 such termination (but  before expiration of  the original exercise  period),
 exercise the Option in whole or in part.

      (b)  If the Employee's employment by the  Company is terminated due  to
 death or  incapacity  (as this  term  is defined  in  Employee's  Employment
 Agreement) or  by voluntary,  not for  cause reasons  as allowed  under  the
 Employment Agreement, then, notwithstanding Section 2 of this Agreement, the
 Option shall be entirely vested and exercisable in full and Employee or  his
 legal  representative  may,  for  a  period  of  two  years  following  such
 termination  (but  before  expiration  of  the  original  exercise  period),
 exercise the Option in whole or in part.

      (c)  If (i)  the Employee's  employment by  the Company  is  terminated
 voluntarily by the Employee and (ii) pursuant to Section 2 hereof the Option
 has heretofore vested, the Employee may, for  a period of 30 days after  the
 date of  the termination  (but before  expiration of  the original  exercise
 period), exercise the Option, in whole or in part.

      (d)  If the Employee's employment by the  Company is terminated by  the
 Company for cause (as such term is defined in the Employment Agreement), the
 Option shall terminate  on the date  on which the  Employee's employment  is
 terminated, and the Employee shall have no further rights hereunder.

      (e)  The Employee acknowledges and  understands that certain  exercises
 of the Option pursuant to this  Section 3 may cause disqualification of  the
 Option as an Incentive Stock Option.

      4.   Method of Exercise.  The Option may be exercised by written notice
 (the "Notice")  addressed and  delivered to  the Company  (Attention:  Chief
 Executive Officer), specifying the  number of shares of  Common Stock to  be
 purchased and accompanied by (i) a check,  or (ii) that number of shares  of
 Common Stock which have  an aggregate fair  market value as  of the date  of
 exercise equal to the exercise price, or (iii) any combination thereof.  For
 purposes of this Agreement, "fair market  value" of a share of Common  Stock
 shall mean: (i) if the Common Stock  is traded on a national stock  exchange
 on the  date of  exercise of  the Option,  fair market  value shall  be  the
 closing price reported  by the applicable  composite transactions report  on
 such day,  or if  the Common  Stock is  not traded  on such  date, the  mean
 between the  closing  bid-and-asked prices  thereof  on that  date  on  such
 exchange; (ii)  if  the Common  Stock  is  traded over-the  counter  and  is
 classified as a national market issue on the date of exercise of the Option,
 fair market value shall be the last reported transaction price quoted by the
 NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and
 is not classified as a national market issue on the date of exercise of  the
 Option, fair market value shall be the mean between the last  representative
 bid-and-asked prices quoted by the  NASDAQ on that day;  or (iv) if none  of
 the foregoing provisions is applicable, fair market value as of the date  of
 exercise of the Option shall be determined by the Board of Directors in good
 faith  on  such  basis  as  it  deems  appropriate.    In  all  cases,   the
 determination of fair market  value shall be binding  and conclusive on  all
 persons.

      5.   Delivery of Stock  Certificates.  The  Option shall  be deemed  to
 have been exercised upon receipt by the Company of the Notice accompanied by
 the exercise price (the "Exercise  Date"). The certificate representing  the
 shares of Common Stock purchased upon exercise of the Option shall be issued
 as of the Exercise Date  and delivered by the  Company to the Employee  free
 and clear of all claims, liens and encumbrances, within five days  following
 the Exercise Date or  as soon thereafter as  practicable. As a condition  to
 the exercise  of  the  Option,  the Company  may  require  the  Employee  to
 represent and warrant at the  time of any such  exercise that the shares  of
 Common Stock  are being  purchased for  investment  purposes only,  for  the
 account of the Employee and without any intention to distribute such shares.
 If the shares of Common Stock issuable upon exercise of the Option have  not
 previously been registered under the Securities Act of 1933, as amended (the
 "Securities Act")  as  contemplated  by  this  Agreement,  each  certificate
 evidencing shares of Common Stock acquired upon exercise of the Option shall
 contain on its face, or on the reverse side thereof, the following legend:

      "These shares have not  been registered under the  Securities
      Act of 1933 or under any applicable state law They may not be
      offered for sale, sold,  transferred, or pledged without  (1)
      registration  under  the  Securities  Act  of  1933  and  any
      applicable state law, or (2) an opinion (satisfactory to  the
      corporation) that registration is not required"

      6.   Adjustment Provisions.   If, during  the term  of this  Agreement,
 there shall be any stock dividend,  stock rights distribution, stock  split,
 recapitalization, merger, consolidation, sale  of assets, reorganization  or
 other similar change  or transaction of  or by the  Company, an  appropriate
 adjustment shall be made to  the number and kind  of shares remaining to  be
 acquired upon exercise of the Option and to the exercise price of the Option
 so that the value to be received by the Employee upon exercise of the Option
 shall,  in  the  aggregate,  be  the  same  as  if  none  of  the  foregoing
 transactions had occurred.

      7.   Merger; Consolidation or Sale of Assets.  In the event the Company
 enters into an agreement providing for (i) the sale of all or  substantially
 all of  the  assets  of the  Company  or  (ii) a  merger,  consolidation  or
 reorganization which  would  result  in  the  stockholders  of  the  Company
 immediately prior to such transaction owning less than 50% of the  surviving
 corporation, the Option shall become exercisable  in full without regard  to
 any vesting limitations, and the Employee  shall be entitled, commencing  at
 least ten days prior to the effective date of such transaction, to  exercise
 the Option in whole or in part, to the extent not previously exercised.

      8.   Withholding Obligations.    In  the  event  that  the  Company  is
 required to satisfy withholding  obligations under the Code  as a result  of
 the exercise  of the  Option, the  Employee  may request  that, in  lieu  of
 withholding amounts  from  the Employee's  paycheck  or requiring  that  the
 Employee write  a check  to the  Company in  the amount  of the  withholding
 obligation, the Company withhold that number of shares of Common Stock which
 have a fair market  value (determined in accordance  with the provisions  of
 the Plan) on the Exercise Date equal to the amount required to be withheld.

      9.   Non-Transferability. The Option is not transferable or  assignable
 by the  Employee  other  than  by  will  or  by  the  laws  of  descent  and
 distribution and are exercisable during the lifetime of the Employee only by
 the Employee.

      10.  Compliance with Law.  By accepting the Option, the Employee agrees
 for himself  and his  legal representative  that the  Company shall  not  be
 required to deliver  any shares  of Common Stock  upon the  exercise of  the
 Option until such shares have been  qualified for delivery under  applicable
 securities laws and regulations  as determined by the  Company or its  legal
 counsel.

      11.  Rights as  a  Stockholder;  Not  an  Employment  Agreement.    The
 Employee shall have no rights as  a stockholder of the Company with  respect
 to shares of Common Stock  subject to the Option  until the Option has  been
 exercised and payment made as herein provided and certificates  representing
 the shares as to which the Option has been exercised have been delivered  to
 the Employee. Nothing contained in this Agreement shall be construed to be a
 contract of employment between the Company and the Employee.

      12.  Construction.

      (a)  Successors. This Agreement and all the terms and provisions hereof
 shall be binding upon and shall inure  to the benefit of the parties  hereto
 and their respective legal representatives, heirs and successors, except  as
 expressly herein otherwise provided.

      (b)  Entire Agreement Modification.  This Agreement contains the entire
 understanding between the parties  with respect to  the matters referred  to
 herein, and  such  agreement  shall  not  be  modified,  except  by  written
 instrument signed by the parties hereto.

      (c)  Headings; Pronouns; Governing  Law.  The  descriptive headings  of
 the respective sections and subsections of  this Agreement are inserted  for
 convenience of reference only and shall not be deemed to modify or  construe
 the provisions which  follow them. Any  use of any  masculine pronoun  shall
 include the feminine and vice-versa, and  any use of a singular, the  plural
 and vice-versa,, as the context and facts may require.  The construction and
 interpretation of this Agreement  shall be governed in  all respects by  the
 laws of the State of Delaware.

      (d)  Notices.   All  communications between  the  parties shall  be  in
 writing and shall be deemed to have been duly given as of the date and  time
 of hand delivery  or three days  after mailing via  certified or  registered
 mail, return receipt  requested, proper  postage prepaid  following or  such
 other addresses of which the parties shall from time to time notify another:

      If to the Company:  Chief Executive Officer
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      If to the Employee: Mr. William McManaman
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      (e)  Severability.  Whenever possible, each provision of this Agreement
 shall be  interpreted in  such manner  as to  be effective  and valid  under
 applicable law, but if  any provision of this  Agreement or the  application
 thereof to any party or circumstance shall be prohibited by or invalid under
 applicable law, such provision shall be ineffective to the minimal extent of
 such provision  or  the  remaining  provisions  of  this  Agreement  or  the
 application of such provision to other parties or circumstances.

   IN WITNESS  WHEREOF, the parties  have executed or  caused to be  executed
 this Agreement as of the date first above written.

                               FIRST HEALTH GROUP CORP.


                               -------------------------------------
                               Edward L. Wristen
                               President and Chief Executive Officer


                               -------------------------------------
                               William McManaman

<PAGE>

 Exhibit 3

                           FIRST HEALTH GROUP CORP.
                            STOCK OPTION AGREEMENT

      THIS AGREEMENT is made and  entered into as of  the 22nd day of  March,
 2004, by and between  FIRST HEALTH GROUP CORP.  a Delaware corporation  (the
 "Company"), and WILLIAM MCMANAMAN (the "Employee").

      WHEREAS, the  Employee is  a valued  employee of  the Company  and  the
 Company wishes to induce him to enter into an employment agreement dated  as
 of March  22, 2004  (the "Employment  Agreement") and  to provide  financial
 incentives to  further  encourage  him in  the  performance  of  his  duties
 thereunder by granting  him an option  to purchase shares  of common  stock,
 $.01 par value, of the Company (the "Common Stock");

      WHEREAS, the Employee wishes to acquire the right to purchase shares of
 Common Stock.

      NOW, THEREFORE,  for  good  and  valuable  consideration,  the  parties
 hereto, intending to be legally bound, hereby agrees as follows:

      1.   Grant of Option.  Subject to  the provisions of Section 2  hereof,
 the Company hereby grants  to the Employee effective  as of the date  hereof
 the right, privilege  and option  to purchase  on the  terms and  conditions
 hereinafter set forth  up to  62,500 shares of  Common Stock  at a  purchase
 price of $23.188  per share (the  "Option") pursuant to  the Company's  2001
 Stock Option Plan (the "Plan"). The  Option is intended to be an  "Incentive
 Stock Option" as  defined in  Section 422 of  the Internal  Revenue Code  of
 1986, as amended (the "Code"),  subject to Section 422  of the Code, to  the
 extent permitted by the Code, and a nonstatutory option with respect to  the
 balance.  In addition to  the terms and conditions  set forth in this  Stock
 Option Agreement, the  Option is governed  by and subject  to the terms  and
 conditions of the Plan.

      2.   Time for Exercise of Option.  Subject to the provisions of Section
 3 and 7 hereof,  the Option may be  exercised by the  Employee from time  to
 time, in whole or in part, beginning on  March 22, 2007 and ending on  March
 22, 2011,  or within  such shorter  period  as is  provided in  paragraph  3
 hereof.

      3.   Termination of Employment.

      (a)  If the Employee's employment by the  Company is terminated by  the
 Company without cause, then, notwithstanding the provisions of Section 2  of
 this Agreement, upon such termination of employment, the Option shall become
 exercisable in full and the Employee may, for a period of 90 days  following
 such termination (but  before expiration of  the original exercise  period),
 exercise the Option in whole or in part.

      (b)  If the Employee's employment by the  Company is terminated due  to
 death or  incapacity  (as this  term  is defined  in  Employee's  Employment
 Agreement) or  by voluntary,  not for  cause reasons  as allowed  under  the
 Employment Agreement, then, notwithstanding Section 2 of this Agreement, the
 Option shall be entirely vested and exercisable in full and Employee or  his
 legal  representative  may,  for  a  period  of  two  years  following  such
 termination  (but  before  expiration  of  the  original  exercise  period),
 exercise the Option in whole or in part.

      (c)  If (i)  the Employee's  employment by  the Company  is  terminated
 voluntarily by the Employee and (ii) pursuant to Section 2 hereof the Option
 has heretofore vested, the Employee may, for  a period of 30 days after  the
 date of  the termination  (but before  expiration of  the original  exercise
 period), exercise the Option, in whole or in part.

      (d)  If the Employee's employment by the  Company is terminated by  the
 Company for cause (as such term is defined in the Employment Agreement), the
 Option shall terminate  on the date  on which the  Employee's employment  is
 terminated, and the Employee shall have no further rights hereunder.

      (e)  The Employee acknowledges and  understands that certain  exercises
 of the Option pursuant to this  Section 3 may cause disqualification of  the
 Option as an Incentive Stock Option.

      4.   Method of Exercise.  The Option may be exercised by written notice
 (the "Notice")  addressed and  delivered to  the Company  (Attention:  Chief
 Executive Officer), specifying the  number of shares of  Common Stock to  be
 purchased and accompanied by (i) a check,  or (ii) that number of shares  of
 Common Stock which have  an aggregate fair  market value as  of the date  of
 exercise equal to the exercise price, or (iii) any combination thereof.  For
 purposes of this Agreement, "fair market  value" of a share of Common  Stock
 shall mean: (i) if the Common Stock  is traded on a national stock  exchange
 on the  date of  exercise of  the Option,  fair market  value shall  be  the
 closing price reported  by the applicable  composite transactions report  on
 such day,  or if  the Common  Stock is  not traded  on such  date, the  mean
 between the  closing  bid-and-asked prices  thereof  on that  date  on  such
 exchange; (ii)  if  the Common  Stock  is  traded over-the  counter  and  is
 classified as a national market issue on the date of exercise of the Option,
 fair market value shall be the last reported transaction price quoted by the
 NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and
 is not classified as a national market issue on the date of exercise of  the
 Option, fair market value shall be the mean between the last  representative
 bid-and-asked prices quoted by the  NASDAQ on that day;  or (iv) if none  of
 the foregoing provisions is applicable, fair market value as of the date  of
 exercise of the Option shall be determined by the Board of Directors in good
 faith  on  such  basis  as  it  deems  appropriate.    In  all  cases,   the
 determination of fair market  value shall be binding  and conclusive on  all
 persons.

      5.   Delivery of Stock  Certificates.  The  Option shall  be deemed  to
 have been exercised upon receipt by the Company of the Notice accompanied by
 the exercise price (the "Exercise  Date"). The certificate representing  the
 shares of Common Stock purchased upon exercise of the Option shall be issued
 as of the Exercise Date  and delivered by the  Company to the Employee  free
 and clear of all claims, liens and encumbrances, within five days  following
 the Exercise Date or  as soon thereafter as  practicable. As a condition  to
 the exercise  of  the  Option,  the Company  may  require  the  Employee  to
 represent and warrant at the  time of any such  exercise that the shares  of
 Common Stock  are being  purchased for  investment  purposes only,  for  the
 account of the Employee and without any intention to distribute such shares.
 If the shares of Common Stock issuable upon exercise of the Option have  not
 previously been registered under the Securities Act of 1933, as amended (the
 "Securities Act")  as  contemplated  by  this  Agreement,  each  certificate
 evidencing shares of Common Stock acquired upon exercise of the Option shall
 contain on its face, or on the reverse side thereof, the following legend:

      "These shares have not  been registered under the  Securities
      Act of 1933 or under any applicable state law They may not be
      offered for sale, sold,  transferred, or pledged without  (1)
      registration  under  the  Securities  Act  of  1933  and  any
      applicable state law, or (2) an opinion (satisfactory to  the
      corporation) that registration is not required"

      6.   Adjustment Provisions.   If, during  the term  of this  Agreement,
 there shall be any stock dividend,  stock rights distribution, stock  split,
 recapitalization, merger, consolidation, sale  of assets, reorganization  or
 other similar change  or transaction of  or by the  Company, an  appropriate
 adjustment shall be made to  the number and kind  of shares remaining to  be
 acquired upon exercise of the Option and to the exercise price of the Option
 so that the value to be received by the Employee upon exercise of the Option
 shall,  in  the  aggregate,  be  the  same  as  if  none  of  the  foregoing
 transactions had occurred.

      7.   Merger; Consolidation or Sale of Assets.  In the event the Company
 enters into an agreement providing for (i) the sale of all or  substantially
 all of  the  assets  of the  Company  or  (ii) a  merger,  consolidation  or
 reorganization which  would  result  in  the  stockholders  of  the  Company
 immediately prior to such transaction owning less than 50% of the  surviving
 corporation, the Option shall become exercisable  in full without regard  to
 any vesting limitations, and the Employee  shall be entitled, commencing  at
 least ten days prior to the effective date of such transaction, to  exercise
 the Option in whole or in part, to the extent not previously exercised.

      8.   Withholding Obligations.    In  the  event  that  the  Company  is
 required to satisfy withholding  obligations under the Code  as a result  of
 the exercise  of the  Option, the  Employee  may request  that, in  lieu  of
 withholding amounts  from  the Employee's  paycheck  or requiring  that  the
 Employee write  a check  to the  Company in  the amount  of the  withholding
 obligation, the Company withhold that number of shares of Common Stock which
 have a fair market  value (determined in accordance  with the provisions  of
 the Plan) on the Exercise Date equal to the amount required to be withheld.

      9.   Non-Transferability. The Option is not transferable or  assignable
 by the  Employee  other  than  by  will  or  by  the  laws  of  descent  and
 distribution and are exercisable during the lifetime of the Employee only by
 the Employee.

      10.  Compliance with Law.  By accepting the Option, the Employee agrees
 for himself  and his  legal representative  that the  Company shall  not  be
 required to deliver  any shares  of Common Stock  upon the  exercise of  the
 Option until such shares have been  qualified for delivery under  applicable
 securities laws and regulations  as determined by the  Company or its  legal
 counsel.

      11.  Rights as  a  Stockholder;  Not  an  Employment  Agreement.    The
 Employee shall have no rights as  a stockholder of the Company with  respect
 to shares of Common Stock  subject to the Option  until the Option has  been
 exercised and payment made as herein provided and certificates  representing
 the shares as to which the Option has been exercised have been delivered  to
 the Employee. Nothing contained in this Agreement shall be construed to be a
 contract of employment between the Company and the Employee.

      12.  Construction.

      (a)  Successors. This Agreement and all the terms and provisions hereof
 shall be binding upon and shall inure  to the benefit of the parties  hereto
 and their respective legal representatives, heirs and successors, except  as
 expressly herein otherwise provided.

      (b)  Entire Agreement Modification.  This Agreement contains the entire
 understanding between the parties  with respect to  the matters referred  to
 herein, and  such  agreement  shall  not  be  modified,  except  by  written
 instrument signed by the parties hereto.

      (c)  Headings; Pronouns; Governing  Law.  The  descriptive headings  of
 the respective sections and subsections of  this Agreement are inserted  for
 convenience of reference only and shall not be deemed to modify or  construe
 the provisions which  follow them. Any  use of any  masculine pronoun  shall
 include the feminine and vice-versa, and  any use of a singular, the  plural
 and vice-versa,, as the context and facts may require.  The construction and
 interpretation of this Agreement  shall be governed in  all respects by  the
 laws of the State of Delaware.

      (d)  Notices.   All  communications between  the  parties shall  be  in
 writing and shall be deemed to have been duly given as of the date and  time
 of hand delivery  or three days  after mailing via  certified or  registered
 mail, return receipt  requested, proper  postage prepaid  following or  such
 other addresses of which the parties shall from time to time notify another:

      If to the Company:  Chief Executive Officer
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      If to the Employee: Mr. William McManaman
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      (e)  Severability.  Whenever possible, each provision of this Agreement
 shall be  interpreted in  such manner  as to  be effective  and valid  under
 applicable law, but if  any provision of this  Agreement or the  application
 thereof to any party or circumstance shall be prohibited by or invalid under
 applicable law, such provision shall be ineffective to the minimal extent of
 such provision  or  the  remaining  provisions  of  this  Agreement  or  the
 application of such provision to other parties or circumstances.

   IN WITNESS  WHEREOF, the parties  have executed or  caused to be  executed
 this Agreement as of the date first above written.

                               FIRST HEALTH GROUP CORP.


                               -------------------------------------
                               Edward L. Wristen
                               President and Chief Executive Officer


                               -------------------------------------
                               William McManaman

<PAGE>

 Exhibit 4

                           FIRST HEALTH GROUP CORP.
                            STOCK OPTION AGREEMENT

      THIS AGREEMENT is made and  entered into as of  the 22nd day of  March,
 2004, by and between  FIRST HEALTH GROUP CORP.  a Delaware corporation  (the
 "Company"), and WILLIAM MCMANAMAN (the "Employee").

      WHEREAS, the  Employee is  a valued  employee of  the Company  and  the
 Company wishes to induce him to enter into an employment agreement dated  as
 of March  22, 2004  (the "Employment  Agreement") and  to provide  financial
 incentives to  further  encourage  him in  the  performance  of  his  duties
 thereunder by granting  him an option  to purchase shares  of common  stock,
 $.01 par value, of the Company (the "Common Stock");

      WHEREAS, the Employee wishes to acquire the right to purchase shares of
 Common Stock.

      NOW, THEREFORE,  for  good  and  valuable  consideration,  the  parties
 hereto, intending to be legally bound, hereby agrees as follows:

      1.   Grant of Option.  Subject to  the provisions of Section 2  hereof,
 the Company hereby grants  to the Employee effective  as of the date  hereof
 the right, privilege  and option  to purchase  on the  terms and  conditions
 hereinafter set forth  up to  62,500 shares of  Common Stock  at a  purchase
 price of $24.242  per share (the  "Option") pursuant to  the Company's  2001
 Stock Option Plan (the "Plan"). The  Option is intended to be an  "Incentive
 Stock Option" as  defined in  Section 422 of  the Internal  Revenue Code  of
 1986, as amended (the "Code"),  subject to Section 422  of the Code, to  the
 extent permitted by the Code, and a nonstatutory option with respect to  the
 balance.  In addition to  the terms and conditions  set forth in this  Stock
 Option Agreement, the  Option is governed  by and subject  to the terms  and
 conditions of the Plan.

      2.   Time for Exercise of Option.  Subject to the provisions of Section
 3 and 7 hereof,  the Option may be  exercised by the  Employee from time  to
 time, in whole or in part, beginning on  March 22, 2008 and ending on  March
 22, 2011, or within such shorter period as is provided in Section 3 hereof.

      3.   Termination of Employment.

      (a)  If the Employee's employment by the  Company is terminated by  the
 Company without cause, then, notwithstanding the provisions of Section 2  of
 this Agreement, upon such termination of employment, the Option shall become
 exercisable in full and the Employee may, for a period of 90 days  following
 such termination (but  before expiration of  the original exercise  period),
 exercise the Option in whole or in part.

      (b)  If the Employee's employment by the  Company is terminated due  to
 death or  incapacity  (as this  term  is defined  in  Employee's  Employment
 Agreement) or  by voluntary,  not for  cause reasons  as allowed  under  the
 Employment Agreement, then, notwithstanding Section 2 of this Agreement, the
 Option shall be entirely vested and exercisable in full and Employee or  his
 legal  representative  may,  for  a  period  of  two  years  following  such
 termination  (but  before  expiration  of  the  original  exercise  period),
 exercise the Option in whole or in part.

      (c)  If (i)  the Employee's  employment by  the Company  is  terminated
 voluntarily by the Employee and (ii) pursuant to Section 2 hereof the Option
 has heretofore vested, the Employee may, for  a period of 30 days after  the
 date of  the termination  (but before  expiration of  the original  exercise
 period), exercise the Option, in whole or in part.

      (d)  If the Employee's employment by the  Company is terminated by  the
 Company for cause (as such term is defined in the Employment Agreement), the
 Option shall terminate  on the date  on which the  Employee's employment  is
 terminated, and the Employee shall have no further rights hereunder.

      (e)  The Employee acknowledges and  understands that certain  exercises
 of the Option pursuant to this  Section 3 may cause disqualification of  the
 Option as an Incentive Stock Option.

      4.   Method of Exercise.  The Option may be exercised by written notice
 (the "Notice")  addressed and  delivered to  the Company  (Attention:  Chief
 Executive Officer), specifying the  number of shares of  Common Stock to  be
 purchased and accompanied by (i) a check,  or (ii) that number of shares  of
 Common Stock which have  an aggregate fair  market value as  of the date  of
 exercise equal to the exercise price, or (iii) any combination thereof.  For
 purposes of this Agreement, "fair market  value" of a share of Common  Stock
 shall mean: (i) if the Common Stock  is traded on a national stock  exchange
 on the  date of  exercise of  the Option,  fair market  value shall  be  the
 closing price reported  by the applicable  composite transactions report  on
 such day,  or if  the Common  Stock is  not traded  on such  date, the  mean
 between the  closing  bid-and-asked prices  thereof  on that  date  on  such
 exchange; (ii)  if  the Common  Stock  is  traded over-the  counter  and  is
 classified as a national market issue on the date of exercise of the Option,
 fair market value shall be the last reported transaction price quoted by the
 NASDAQ on that day; (iii) if the Common Stock is traded over-the-counter and
 is not classified as a national market issue on the date of exercise of  the
 Option, fair market value shall be the mean between the last  representative
 bid-and-asked prices quoted by the  NASDAQ on that day;  or (iv) if none  of
 the foregoing provisions is applicable, fair market value as of the date  of
 exercise of the Option shall be determined by the Board of Directors in good
 faith  on  such  basis  as  it  deems  appropriate.    In  all  cases,   the
 determination of fair market  value shall be binding  and conclusive on  all
 persons.

      5.   Delivery of Stock  Certificates.  The  Option shall  be deemed  to
 have been exercised upon receipt by the Company of the Notice accompanied by
 the exercise price (the "Exercise  Date"). The certificate representing  the
 shares of Common Stock purchased upon exercise of the Option shall be issued
 as of the Exercise Date  and delivered by the  Company to the Employee  free
 and clear of all claims, liens and encumbrances, within five days  following
 the Exercise Date or  as soon thereafter as  practicable. As a condition  to
 the exercise  of  the  Option,  the Company  may  require  the  Employee  to
 represent and warrant at the  time of any such  exercise that the shares  of
 Common Stock  are being  purchased for  investment  purposes only,  for  the
 account of the Employee and without any intention to distribute such shares.
 If the shares of Common Stock issuable upon exercise of the Option have  not
 previously been registered under the Securities Act of 1933, as amended (the
 "Securities Act")  as  contemplated  by  this  Agreement,  each  certificate
 evidencing shares of Common Stock acquired upon exercise of the Option shall
 contain on its face, or on the reverse side thereof, the following legend:

      "These shares have not  been registered under the  Securities
      Act of 1933 or under any applicable state law They may not be
      offered for sale, sold,  transferred, or pledged without  (1)
      registration  under  the  Securities  Act  of  1933  and  any
      applicable state law, or (2) an opinion (satisfactory to  the
      corporation) that registration is not required"

      6.   Adjustment Provisions.   If, during  the term  of this  Agreement,
 there shall be any stock dividend,  stock rights distribution, stock  split,
 recapitalization, merger, consolidation, sale  of assets, reorganization  or
 other similar change  or transaction of  or by the  Company, an  appropriate
 adjustment shall be made to  the number and kind  of shares remaining to  be
 acquired upon exercise of the Option and to the exercise price of the Option
 so that the value to be received by the Employee upon exercise of the Option
 shall,  in  the  aggregate,  be  the  same  as  if  none  of  the  foregoing
 transactions had occurred.

      7.   Merger; Consolidation or Sale of Assets.  In the event the Company
 enters into an agreement providing for (i) the sale of all or  substantially
 all of  the  assets  of the  Company  or  (ii) a  merger,  consolidation  or
 reorganization which  would  result  in  the  stockholders  of  the  Company
 immediately prior to such transaction owning less than 50% of the  surviving
 corporation, the Option shall become exercisable  in full without regard  to
 any vesting limitations, and the Employee  shall be entitled, commencing  at
 least ten days prior to the effective date of such transaction, to  exercise
 the Option in whole or in part, to the extent not previously exercised.

      8.   Withholding Obligations.    In  the  event  that  the  Company  is
 required to satisfy withholding  obligations under the Code  as a result  of
 the exercise  of the  Option, the  Employee  may request  that, in  lieu  of
 withholding amounts  from  the Employee's  paycheck  or requiring  that  the
 Employee write  a check  to the  Company in  the amount  of the  withholding
 obligation, the Company withhold that number of shares of Common Stock which
 have a fair market  value (determined in accordance  with the provisions  of
 the Plan) on the Exercise Date equal to the amount required to be withheld.

      9.   Non-Transferability. The Option is not transferable or  assignable
 by the  Employee  other  than  by  will  or  by  the  laws  of  descent  and
 distribution and are exercisable during the lifetime of the Employee only by
 the Employee.

      10.  Compliance with Law.  By accepting the Option, the Employee agrees
 for himself  and his  legal representative  that the  Company shall  not  be
 required to deliver  any shares  of Common Stock  upon the  exercise of  the
 Option until such shares have been  qualified for delivery under  applicable
 securities laws and regulations  as determined by the  Company or its  legal
 counsel.

      11.  Rights as  a  Stockholder;  Not  an  Employment  Agreement.    The
 Employee shall have no rights as  a stockholder of the Company with  respect
 to shares of Common Stock  subject to the Option  until the Option has  been
 exercised and payment made as herein provided and certificates  representing
 the shares as to which the Option has been exercised have been delivered  to
 the Employee. Nothing contained in this Agreement shall be construed to be a
 contract of employment between the Company and the Employee.

      12.  Construction.

      (a)  Successors. This Agreement and all the terms and provisions hereof
 shall be binding upon and shall inure  to the benefit of the parties  hereto
 and their respective legal representatives, heirs and successors, except  as
 expressly herein otherwise provided.

      (b)  Entire Agreement Modification.  This Agreement contains the entire
 understanding between the parties  with respect to  the matters referred  to
 herein, and  such  agreement  shall  not  be  modified,  except  by  written
 instrument signed by the parties hereto.

      (c)  Headings; Pronouns; Governing  Law.  The  descriptive headings  of
 the respective sections and subsections of  this Agreement are inserted  for
 convenience of reference only and shall not be deemed to modify or  construe
 the provisions which  follow them. Any  use of any  masculine pronoun  shall
 include the feminine and vice-versa, and  any use of a singular, the  plural
 and vice-versa,, as the context and facts may require.  The construction and
 interpretation of this Agreement  shall be governed in  all respects by  the
 laws of the State of Delaware.

      (d)  Notices.   All  communications between  the  parties shall  be  in
 writing and shall be deemed to have been duly given as of the date and  time
 of hand delivery  or three days  after mailing via  certified or  registered
 mail, return receipt  requested, proper  postage prepaid  following or  such
 other addresses of which the parties shall from time to time notify another:

      If to the Company:  Chief Executive Officer
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

      If to the Employee: Mr. William McManaman
                          First Health Group Corp.
                          3200 Highland Avenue
                          Downers Grove, Illinois 60515

   IN WITNESS  WHEREOF, the parties  have executed or  caused to be  executed
 this Agreement as of the date first above written.

                               FIRST HEALTH GROUP CORP.


                               -------------------------------------
                               Edward L. Wristen
                               President and Chief Executive Officer


                               -------------------------------------
                               William McManaman