EXHIBIT 10.4


                    CHANGE IN CONTROL SEVERANCE AGREEMENT
                    -------------------------------------

           THIS CHANGE IN CONTROL SEVERANCE AGREEMENT ("Agreement") dated  as
 of August 16, 2004 (the "Effective  Date") is entered by and between  Thomas
 Mastri ("Executive") and  First Health Group  Corp., a Delaware  corporation
 (the "Company").

                                  RECITALS:
                                  ---------
           A. It is expected that the Company from time to time will consider
 the possibility of  an acquisition  by another  company or  other change  of
 control.  The  Board of Directors  of the Company  (the "Board")  recognizes
 that such consideration can be a distraction to the Executive and can  cause
 the Executive to consider alternative  employment opportunities.  The  Board
 has determined that  it is  in the  best interests  of the  Company and  its
 shareholders to assure that the Company  will have the continued  dedication
 and objectivity of the Executive, notwithstanding the possibility, threat or
 occurrence of a Change of Control (as defined below) of the Company.

           B. The  Board believes  that it  is in  the best  interests of the
 Company and its shareholders to provide  the Executive with an incentive  to
 continue his employment and to motivate the Executive to maximize the  value
 of the Company upon a Change of Control for the benefit of its shareholders.

           C. The  Board  believes  that  it  is  imperative  to  provide the
 Executive with  severance  benefits  upon  the  Executive's  termination  of
 employment following a Change  of Control that  provides the Executive  with
 enhanced financial security and provides incentive and encouragement to  the
 Executive to remain with  the Company notwithstanding  the possibility of  a
 Change of Control.

           D. The  Company  desires  to  provide  additional  inducement  for
 Executive to continue to remain in the employ of the Company.

                                  AGREEMENT
                                  ---------
           The Company and Executive hereby agree as follows:

           1.   Certain  Defined  Terms.    In  addition  to  terms   defined
 elsewhere herein, the following terms have the following meanings when  used
 in this Agreement with initial capital letters:

                (a)  "Affiliate" shall mean  a domestic  or foreign  business
      entity controlled by, controlling, under common  control with, or in  a
      joint venture with, the applicable person or entity.

                (b)  "Base Salary" shall  mean the  Executive's base  salary,
      exclusive of  bonus at  the relevant  time; provided,  however, if  the
      Executive is  terminating employment  because of  a reduction  in  base
      salary under clause  (i) of the  definition of Good  Reason, then  Base
      Salary shall mean the Executive's base salary as in effect  immediately
      prior to such reduction.

                (c)  "Benefits"  shall  mean  medical,  dental,  prescription
      drug, vision  and group  term  life plans  as  are established  by  the
      Company and as in effect from time to time applicable to executives  of
      the Company.

                (d)  "Board"  shall  mean  the  Board  of  Directors  of  the
      Company.

                (e)  "Cause" shall mean Executive's:

                     (i)  Fraud, misappropriation, embezzlement, or other act
           of  material  misconduct  against  the  Company  or  any  of   its
           Affiliates;

                     (ii) Substantial and willful failure to perform specific
           and lawful directives  of the Board,  as reasonably determined  by
           the Board;

                     (iii)     Willful and knowing violation of any rules  or
           regulations of  any  governmental  or regulatory  body,  which  is
           materially injurious to the financial condition of the Company;

                     (iv) Willful violation  of  the  Company's  policies  or
           standards  including  without  limitation,  Corporate   Compliance
           standards, confidentiality and nondisclosure; or

                     (v)  Conviction of or plea of guilty or nolo  contendere
           to a felony.

                (f)  "Change in Control" shall mean the occurrence of any  of
      the following events:

                     (i)  The acquisition,  directly  or indirectly,  by  any
           "person"   or   "group"   (as   those   terms   are   defined   in
           Sections 3(a)(9), 13(d), and 14(d) of the Securities Exchange  Act
           of  1934  (the  "Exchange  Act")  and  the  rules  thereunder)  of
           "beneficial ownership" (as determined pursuant to Rule 13d-3 under
           the Exchange Act) of securities entitled to vote generally in  the
           election of directors  ("voting securities") of  the Company  that
           represent 50%  or  more  of  the  combined  voting  power  of  the
           Company's then outstanding voting securities, other than

                          (A)  an acquisition  by  a  trustee  or  other
                fiduciary holding securities under any employee  benefit
                plan (or related trust)  sponsored or maintained by  the
                Company or any  person controlled by  the Company or  by
                any employee benefit plan  (or related trust)  sponsored
                or maintained by the Company or any person controlled by
                the Company, or

                          (B)  an acquisition  of voting  securities  by
                the  Company  or  a   corporation  owned,  directly   or
                indirectly,  by  the  stockholders  of  the  Company  in
                substantially the same proportions as their ownership of
                the stock of the Company, or

                          (C)  an  acquisition   of  voting   securities
                pursuant to a transaction described in clause (ii) below
                that would not be a Change in Control under clause (ii);

           Notwithstanding the  foregoing, neither  of the  following  events
 shall constitute an  "acquisition" by any  person or group  for purposes  of
 this clause (i): an acquisition of  the Company's securities by the  Company
 which causes the Company's voting securities beneficially owned by a  person
 or group  to represent  50% or  more of  the combined  voting power  of  the
 Company's then outstanding voting securities;  provided, however, that if  a
 person or group  shall become the  beneficial owner of  50% or  more of  the
 combined voting power of the Company's then outstanding voting securities by
 reason of share acquisitions  by the Company as  described above and  shall,
 after such share acquisitions by the Company, become the beneficial owner of
 any additional voting securities of the Company, then such acquisition shall
 constitute a Change in Control;

                     (ii) the consummation by  the Company (whether  directly
           involving the Company or indirectly involving the Company  through
           one  or  more  intermediaries)  of  (x) a  merger,  consolidation,
           reorganization, or  business  combination,  (y) a  sale  or  other
           disposition of all or substantially all of the Company's assets or
           (z) the acquisition of assets or stock of another entity, in  each
           case, other than a transaction

                          (A)  which results  in  the  Company's  voting
                securities   outstanding    immediately    before    the
                transaction continuing to represent (either by remaining
                outstanding or by being converted into voting securities
                of the Company or  the person that, as  a result of  the
                transaction,  controls,  directly  or  indirectly,   the
                Company  or  owns,  directly   or  indirectly,  all   or
                substantially all of the  Company's assets or  otherwise
                succeeds to the business of the Company (the Company  or
                such  person,  the  "Successor  Entity"))  directly   or
                indirectly, at least 50% of the combined voting power of
                the Successor  Entity's  outstanding  voting  securities
                immediately after the transaction, and

                          (B)  after   which   no   person   or    group
                beneficially owns voting securities representing 50%  or
                more of  the  combined  voting power  of  the  Successor
                Entity; provided, however, that no person or group shall
                be  treated  for   purposes  of  this   clause  (B)   as
                beneficially owning 50% or more of combined voting power
                of the Successor Entity solely as a result of the voting
                power held in the Company  prior to the consummation  of
                the transaction; or

                     (iii)     shareholder  approval  of  a  liquidation   or
           dissolution of the Company.

           For purposes of clause (i) above, the calculation of voting  power
 shall be made as  if the date of  the acquisition were a  record date for  a
 vote of the Company's shareholders, and  for purposes of clause (ii)  above,
 the calculation of voting power shall be made as if the Closing Date were  a
 record date for a vote of the Company's shareholders.

                (g)  "Closing Date" shall mean the effective date of a Change
      in Control.

                (h)  "Code" shall mean the Internal Revenue Code of 1986,  as
      amended.

                (i)  "Common Stock" shall  mean the  Company's Common  Stock,
      par value $0.01 per share.

                (j)  "Exercise Price" shall mean the exercise price per share
      of Common Stock subject to an Option.

                (k)  "Good Reason"  shall mean  any of  the following  events
      which is not cured by the  Company within 15 days after written  notice
      thereof is provided to  the Company by Executive:   (i) a reduction  in
      the aggregate amount of Executive's Base Salary or bonus opportunity by
      more than 5%;  (ii) a material  adverse change  in Executive's  duties,
      responsibilities, perquisites or authority without Executive's consent;
      or (iii) an  involuntary relocation of  Executive's principal place  of
      business to  a location  more than  30 miles  from Executive's  current
      principal place of business.  Executive  must provide the Company  with
      notice of "Good Reason" within 30 days after an event has occurred that
      Executive has Good Reason to terminate  employment.  If Executive  does
      not provide written notice within 30 days of such event, the  Executive
      will be deemed to have  consented to the event  and such event will  no
      longer constitute Good Reason for purposes of this Agreement.

                (l)  "Option" shall  mean an  option  to purchase  shares  of
      Common Stock granted by the Company to Executive.

           2.   Term of Agreement.  This Agreement shall  terminate upon  the
 date that  all  obligations of  the  parties  hereto with  respect  to  this
 Agreement have been satisfied.

           3.   Severance  Payment.    In  lieu  of  any  severance  payments
 Executive may be  entitled to  receive under  any severance  program of  the
 Company, in the event Executive's employment with the Company is  terminated
 by the Company  other than for  Cause or by  the Executive  for Good  Reason
 during the period  beginning on the  Closing Date and  ending on the  second
 anniversary thereof, then subject to the  terms and conditions set forth  in
 this Section 3, the Executive shall  be entitled to receive and the  Company
 shall pay the Executive the following:

                (a)  an amount equal  to two  times Base  Salary, payable  in
      twenty-four equal monthly installments in accordance with the Company's
      normal payroll practices;

                (b)  continuation of Benefits upon  the same terms as  active
      employees of  the Company  for a  period  equal to  the lesser  of  (i)
      twenty-four months,  or (ii)  the date  Executive becomes  entitled  to
      receive Benefits under any subsequent employer's benefit and/or welfare
      plans, with such  Benefit continuation being  provided concurrent  with
      and not in addition to any  continuation coverage which is required  by
      law;

                (c)  up to $10,000 of outplacement assistance; and

                (d)  vesting of each  Option the Exercise  Price of which  is
      less than the fair market value of the underlying Common Stock.

           Executive's entitlements under  this Section 3  and the  Company's
 obligations to make such payments, provide such Benefits or vest the Options
 are subject to  the Executive's execution  and enforceability  of a  General
 Release of  Claims in  substantially  the form  attached  as Exhibit  A  and
 Executive's compliance with the terms  of Sections 6, 7  and 8 hereof.   The
 amounts payable under  this Section  3 shall be  reduced by  any amounts  to
 which Executive may become entitled  pursuant to any severance,  separation,
 notice or  termination payments  on  account of  his  or her  employment  or
 termination of employment with the Company, including, any payments required
 to be  paid under  any  Federal, state  or  local law  (except  unemployment
 benefits payable  in accordance  with state  law,  payment pursuant  to  any
 employee benefit  plan of  the Company  subject to  the Employee  Retirement
 Income Security Act of 1974, as amended, exercise of Options, or payment for
 unpaid Base Salary, bonus or unused but accrued vacation).

           If Executive's employment with the Company is terminated by reason
 of death, disability or  for Cause, Executive shall  not be entitled to  any
 severance under  the  terms  of  this  Agreement.    In  such  circumstances
 severance, if  any  will  be  paid  in accordance  with  the  terms  of  any
 applicable Company severance plan.

           4.   Stay Bonus. In the event that:

                (a)  Executive continues  his  employment  with  the  Company
      through the earlier of July 31, 2005 or the Closing Date, or

                (b)  Executive's employment  is  terminated  by  the  Company
      without Cause prior  to the  earlier of July  31, 2005  or the  Closing
      Date, or

                (c)  Executive terminates his employment with the Company for
      Good Reason.

           The Company  shall pay  to Executive  a lump-sum  cash bonus  (the
 "Stay Bonus") equal to his Base Salary.  The Stay Bonus shall be payable  by
 the Company to  Executive on the  earlier of (i)  the first  payroll of  the
 Company following July 31, 2005 or (ii) within 30 days following the Closing
 Date.

           5.   Parachute Payments.

                (a)  If  it  is  determined  (as  hereafter  provided)   that
      Executive would be subject  to the excise tax  imposed by Code  Section
      4999 to which Executive would not have been subject but for any payment
      (collectively a  "Payment") occurring  pursuant to  the terms  of  this
      Agreement or otherwise upon  a Change in  Control (a "Parachute  Tax"),
      then Executive shall be  entitled to receive  an additional payment  or
      payments (a "Gross-Up Payment") in an  amount such that, after  payment
      by Executive of all  taxes (including any  Parachute Tax) imposed  upon
      the Gross-Up  Payment,  Executive retains  an  amount of  the  Gross-Up
      Payment equal to the Parachute Tax imposed upon the Payment.

                (b)  Subject to the  provisions of Section  5(a) hereof,  all
      determinations required  to be  made under  this Section  5,  including
      whether a Parachute Tax is payable by Executive and the amount of  such
      Parachute Tax and whether a Gross-Up Payment is required and the amount
      of such Gross-Up Payment,  shall be made  by the nationally  recognized
      firm of certified public  accountants (the "Accounting Firm")  selected
      by the Audit Committee of the  Board in existence immediately prior  to
      the Change  in  Control.   For  purposes  of  making  the  calculations
      required by  this  Section, the  Accounting  Firm may  make  reasonable
      assumptions and approximations concerning applicable taxes and may rely
      on reasonable, good faith interpretations concerning the application of
      Sections 280G and 4999 of the Code, provided that the Accounting Firm's
      determinations must  be made  with  substantial authority  (within  the
      meaning of  Section  6662 of  the  Code) and  provided,  however,  that
      Executive shall be assumed to pay federal, state and local income taxes
      at the highest marginal bracket.  The Accounting Firm shall be directed
      by the Company or Executive to submit its preliminary determination and
      detailed supporting  calculations to  both  the Company  and  Executive
      within 15 calendar  days after the  determination date, if  applicable,
      and any other such time or times as may be requested by the Company  or
      Executive.  If the Accounting Firm determines that any Parachute Tax is
      payable by  Executive,  the Company  shall  pay the  required  Gross-Up
      Payment to, or for the benefit of, Executive within five business  days
      after  receipt  of  such  determination  and  calculations.    If   the
      Accounting  Firm  determines  that  no  Parachute  Tax  is  payable  by
      Executive, it shall, at the same  time as it makes such  determination,
      furnish Executive with an opinion that he has substantial authority not
      to report any Parachute Tax on his federal tax return.  Any good  faith
      determination by the Accounting Firm as  to the amount of the  Gross-Up
      Payment shall  be  binding upon  the  Company and  Executive  absent  a
      contrary determination by the  Internal Revenue Service  or a court  of
      competent jurisdiction; provided, however,  that no such  determination
      shall eliminate  or  reduce the  Company's  obligation to  provide  any
      Gross-Up Payments  that shall  be  due as  a  result of  such  contrary
      determination.  As a  result of the uncertainty  in the application  of
      Code Section 4999 at  the time of any  determination by the  Accounting
      Firm hereunder, it  is possible that  Gross-Up Payments  that will  not
      have  been   made  by   the  Company   should   have  been   made   (an
      "Underpayment"), consistent with the  calculations required to be  made
      hereunder.  In the event that  the Company exhausts or fails to  pursue
      its remedies pursuant to Section  5(f) hereof and Executive  thereafter
      is required to  make a payment  of any Parachute  Tax, Executive  shall
      direct the Accounting Firm to determine the amount of the  Underpayment
      that  has  occurred  and  to  submit  its  determination  and  detailed
      supporting calculations to both the  Company and Executive as  promptly
      as possible.   Any  such Underpayment  shall be  promptly paid  by  the
      Company to, or for the benefit of, Executive within five business  days
      after receipt of such determination and calculations.

                (c)  The  Company  and  Executive  shall  each  provide   the
      Accounting Firm  access  to  and  copies  of  any  books,  records  and
      documents in the possession  of the Company or  Executive, as the  case
      may be,  reasonably requested  by the  Accounting Firm,  and  otherwise
      cooperate with the Accounting Firm  in connection with the  preparation
      and issuance of the determination contemplated by Section 5(b) hereof.

                (d)  The Federal  tax  returns  filed by  Executive  (or  any
      filing made by  a consolidated tax  group which  includes the  Company)
      shall  be  prepared  and   filed  on  a   basis  consistent  with   the
      determination of the Accounting Firm with respect to the Parachute  Tax
      payable by  Executive.   Executive shall  make  proper payment  of  the
      amount of any Parachute Tax, and at the request of the Company, provide
      to the Company  true and correct  copies (with any  amendments) of  his
      federal income tax return as filed  with the Internal Revenue  Service,
      and  such  other  documents   reasonably  requested  by  the   Company,
      evidencing such payment.  If prior to the filing of Executive's federal
      income tax return, the  Accounting Firm determines  in good faith  that
      the amount of the Gross-Up Payment  should be reduced, Executive  shall
      within five  business  days pay  to  the  Company the  amount  of  such
      reduction.

                (e)  The fees and  expenses of  the Accounting  Firm for  its
      services  in  connection  with  the  determinations  and   calculations
      contemplated by Sections  5(b) and  (d) hereof  shall be  borne by  the
      Company.    If  such  fees  and  expenses  are  initially  advanced  by
      Executive, the Company  shall reimburse  Executive the  full amount  of
      such fees and  expenses within five  business days  after receipt  from
      Executive of  a  statement  therefor and  reasonable  evidence  of  his
      payment thereof.

                (f)  In the event  that the Internal  Revenue Service  claims
      that any payment or benefit  received under this Agreement  constitutes
      an "excess  parachute  payment"  within the  meaning  of  Code  Section
      280G(b)(1), Executive  shall  notify the  Company  in writing  of  such
      claim.  Such notification shall be given as soon as practicable but not
      later than 10 business days after  Executive is informed in writing  of
      such claim and shall  apprise the Company of  the nature of such  claim
      and the date on which  such claim is requested  to be paid.   Executive
      shall not pay such claim prior to  the expiration of the 30 day  period
      following the date on which Executive gives such notice to the  Company
      (or such shorter period  ending on the date  that any payment of  taxes
      with respect to such claim is due).  If the Company notifies  Executive
      in writing prior to  the expiration of such  period that it desires  to
      contest  such  claim,  Executive  shall   (i)  give  the  Company   any
      information reasonably requested by the Company relating to such claim;
      (ii) take such action in connection  with contesting such claim as  the
      Company  shall  reasonably  request  in  writing  from  time  to  time,
      including  without  limitation,  accepting  legal  representation  with
      respect to such claim by an attorney reasonably selected by the Company
      and reasonably  satisfactory to  Executive;  (iii) cooperate  with  the
      Company in good faith in order  to effectively contest such claim;  and
      (iv) permit the Company to participate  in any proceedings relating  to
      such claim;  provided, however,  that the  Company shall  bear and  pay
      directly all  costs  and  expenses  (including,  but  not  limited  to,
      additional interest  and penalties  and  related legal,  consulting  or
      other similar fees) incurred in connection with such contest and  shall
      indemnify and hold Executive harmless, on  an after-tax basis, for  and
      against any  Parachute  Tax  or income  tax  or  other  tax  (including
      interest and penalties  with respect thereto)  imposed as  a result  of
      such representation and payment of costs and expenses.

                (g)  The Company  shall  control  all  proceedings  taken  in
      connection with such  contest and, at  its sole option,  may pursue  or
      forgo any  and all  administrative appeals,  proceedings, hearings  and
      conferences with the taxing authority in respect of such claim and may,
      at its sole option, either direct Executive to pay the tax claimed  and
      sue for a  refund or contest  the claim in  any permissible manner  and
      Executive agrees to  prosecute such contest  to a determination  before
      any administrative tribunal, in a court of initial jurisdiction and  in
      one or more appellate courts, as the Company shall determine; provided,
      however, that if the  Company directs Executive to  pay such claim  and
      sue for a refund, the Company shall advance the amount of such  payment
      to Executive on an  interest-free basis, and  shall indemnify and  hold
      Executive harmless, on an after tax  basis, from any Parachute Tax  (or
      other tax  including  interest  and  penalties  with  respect  thereto)
      imposed with respect  to such advance  or with respect  to any  imputed
      income with respect  to such advance;  and provided,  further, that  if
      Executive is required to extend the statue of limitations to enable the
      Company to  contest  such claim,  Executive  may limit  this  extension
      solely to such contested amount.  The Company's control of the  contest
      shall be limited to issues with respect to which a corporate  deduction
      would be disallowed pursuant to Code  Section 280G and Executive  shall
      be entitled to settle or contest, as  the case may be, any other  issue
      raised by the Internal Revenue Service  or any other taxing  authority.
      In addition,  no position  may be  taken nor  any final  resolution  be
      agreed to by the Company without  Executive's consent if such  position
      or  resolution  could  reasonably  be  expected  to  adversely   affect
      Executive unrelated to matters covered hereto.

                (h)  If, after the receipt by Executive of an amount advanced
      by the Company  in connection  with the  contest of  the Parachute  Tax
      claim, Executive  receives  any  refund with  respect  to  such  claim,
      Executive shall promptly pay to the  Company the amount of such  refund
      (together with  any  interest  paid or  credited  thereon  after  taxes
      applicable thereto); provided,  however, if the  amount of that  refund
      exceeds the amount advanced  by the Company  Executive may retain  such
      excess.  If, after  the receipt by Executive  of an amount advanced  by
      the Company in connection with a  Parachute Tax claim, a  determination
      is made that Executive shall not be entitled to any refund with respect
      to such claim and the Company  does not notify Executive in writing  of
      its intent to contest the denial of such refund prior to the expiration
      of 30 days after such determination such advance shall be deemed to  be
      in  consideration   for  services   rendered  after   the   Executive's
      termination of employment.

           6.   Confidentiality.    Executive  agrees  not  to  directly   or
 indirectly use or disclose,  for the benefit of  any person, firm or  entity
 other than  the  Company  or  its  Affiliates,  the  "Confidential  Business
 Information" of  the  Company.    Confidential  Business  Information  means
 information or  material which  is not  generally available  to or  used  by
 others or the utility or value of which is not generally known or recognized
 as a standard  practice, whether or  not the underlying  details are in  the
 public domain,  including but  not limited  to its  computerized and  manual
 systems, procedures,  reports, client  lists, review  criteria and  methods,
 financial methods and practices, plans, pricing and marketing techniques  as
 well as  information  regarding  the Company's  and  its  Affiliate's  past,
 present and prospective clients and their particular needs and requirements,
 and their own confidential information.

           7.   Restrictive Covenant.  During Executive's employment and  for
 a period  of twelve  months  from the  date  of termination  of  Executive's
 employment, Executive will  not directly  or indirectly,  within the  United
 States or in any foreign market in which Executive was engaged in activities
 on behalf of the  Company or its Affiliates,  own, engage in or  participate
 in, in any way,  any business which  is similar to  or competitive with  any
 actual or planned business activity engaged in or planned by the Company  or
 its Affiliates at the time Executive's employment was terminated.   However,
 this Agreement shall not  prohibit ownership of  up to 2%  of the shares  of
 stock of any such corporation whose stock is listed on a national securities
 exchange or is traded in the over-the-counter market.

           Executive will promptly notify Company  of any business with  whom
 Executive is associated  or in which  has an ownership  interest during  the
 twelve months  following his  termination and  will provide  Company with  a
 description of Executive's duties or interests.

           For a period of twelve months following termination of employment,
 Executive will  not  directly or  indirectly,  for the  purpose  of  selling
 services and/or products provided or planned by the Company or any Affiliate
 at the time the Executive's employment was terminated, call upon, solicit or
 divert any actual  customer or prospective  customer of the  Company or  any
 Affiliate, unless employed  by Company to  do so.   An actual customer,  for
 purposes of  this  Section, is  any  customer to  whom  the Company  or  any
 Affiliate provided  services  and/or  products  within  one  year  prior  to
 Executive's termination of employment.  A prospective customer, for purposes
 of this Section,  is any  prospective customer to  whom the  Company or  any
 Affiliate sought to provide services and/or  products within one year  prior
 to the date of Executive's termination  of employment and Executive has  had
 actual knowledge of or  had access to such  information, or was involved  in
 such solicitation.

           8.   Non-Solicitation of Employees.  Executive further agrees that
 for a period of  twelve months from the  date of Executive's termination  of
 employment Executive shall not  directly or indirectly  solicit or hire  any
 person who is or was an employee of any  of the Company or any Affiliate  at
 any time  during  the twelve  months  prior to  Executive's  termination  of
 employment.

           9.   Remedies.  In  the event Executive  breaches or threatens  to
 breach Sections 6, 7 or 8 of  this Agreement, in addition to other  remedies
 it may have, the  Company shall be entitled  to temporary injunctive  relief
 without being  required  to post  a  bond and  permanent  injunctive  relief
 without the necessity  of proving  actual damages.   Executive  acknowledges
 that the Company's  remedy at law  is inadequate and  that the Company  will
 suffer irreparable injury if such conduct is not prohibited.  In addition to
 injunctive relief and  other remedies and  damages, in  the event  Executive
 breaches Sections  6, 7  or 8  of  this Agreement,  the Executive  shall  be
 required to repay all amounts paid to Executive pursuant to Section 3(a) and
 the Company shall  no longer  be required to  make any  further payments  or
 continue any Benefits under  Section 3 as liquidated  damages.  The  Company
 may elect to seek one or more remedies  on a case-by-case basis in its  sole
 discretion.   Failure to  seek any  or all  remedies in  one case  does  not
 restrict the  Company  from  seeking  any  remedies  in  another  situation.
 Executive acknowledges that the liquidated damages shall be in addition  to,
 and not exclusive of, any and all other rights and remedies the Company  may
 exercise or be entitled to exercise under the law.

           Executive further agrees that the covenants contained in  Sections
 6, 7  and  8  shall  be  construed as  separate  and  independent  of  other
 provisions of this  Agreement and the  existence of any  claim by  Executive
 against the Company shall not constitute a defense to the enforcement by the
 Company of either of these Sections.

           10.  Successors and Binding Agreement.

                (a)  The Company will require  any successor (whether  direct
      or indirect,  by  purchase, merger,  consolidation,  reorganization  or

      otherwise, including, without limitation, any successor due to a Change
      in Control) to the business or  assets of the Company, by agreement  in
      form and substance reasonably  satisfactory to Executive, expressly  to
      assume and agree to  perform this Agreement in  the same manner and  to
      the same extent  the Company would  be required to  perform if no  such
      succession had taken  place; provided  that no  such express  agreement
      should be required to  the extent such  obligation continuous with  the
      Corporation or its successor by operation of law.  This Agreement  will
      be binding  upon  and inure  to  the benefit  of  the Company  and  any
      successor to the  Company, including, without  limitation, any  persons
      directly or indirectly acquiring the business or assets of the  Company
      in a transaction constituting a Change  in Control (and such  successor
      shall thereafter  be  deemed the  "Company"  for the  purpose  of  this
      Agreement), but  will  not  otherwise be  assignable,  transferable  or
      delegable by the Company.

                (b)  This Agreement  will  inure to  the  benefit of  and  be
      enforceable  by   Executive's   personal  or   legal   representatives,
      executors,  administrators,   successors,   heirs,   distributees   and
      legatees.

                (c)  This Agreement is personal in nature and neither of  the
      parties hereto  shall,  without  the  consent  of  the  other,  assign,
      transfer or  delegate  this  Agreement or  any  rights  or  obligations
      hereunder except as  expressly provided  in Sections  10(a) and  10(b).
      Without limiting the generality or effect of the foregoing, Executive's
      right  to   receive  payments   hereunder  will   not  be   assignable,
      transferable or delegable,  whether by pledge,  creation of a  security
      interest, or otherwise, other than by a transfer by Executive's will or
      by the  laws of  descent and  distribution  and, in  the event  of  any
      attempted assignment or  transfer contrary to  this Section 10(c),  the
      Company shall have no  liability to pay any  amount so attempted to  be
      assigned, transferred or delegated.

           11.  Notices.     For  all   purposes  of   this  Agreement,   all
 communications, including without limitation notices, consents, requests  or
 approvals, required or permitted  to be given hereunder  will be in  writing
 and will be deemed to have been duly given when hand delivered or dispatched
 by  electronic   facsimile  transmission   (with  receipt   thereof   orally
 confirmed), or five business days after having been mailed by United  States
 registered or certified mail, return receipt requested, postage prepaid,  or
 three business  days  after having  been  sent by  a  nationally  recognized
 overnight courier  service such  as FedEx,  UPS, or  DHL, addressed  to  the
 Company (to the attention of the Secretary of the Company) at its  principal
 executive office and  to Executive at  his principal residence,  or to  such
 other address as any party may have furnished to the other in writing and in
 accordance herewith,  except that  notices of  changes of  address shall  be
 effective only upon receipt.

           12.  Validity.    If  any  provision  of  this  Agreement  or  the
 application of any provision hereof to  any person or circumstances is  held
 invalid, unenforceable or otherwise illegal, the remainder of this Agreement
 and the application of such provision  to any other person or  circumstances
 will not be affected, and the provision so held to be invalid, unenforceable
 or otherwise illegal will be reformed to the extent (and only to the extent)
 necessary to make it enforceable, valid or legal.

           13.  Governing Law;  Jurisdiction.    The laws  of  the  State  of
 Illinois shall govern  the interpretation, validity  and performance of  the
 terms of this Agreement, regardless of  the law that might be applied  under
 principles of conflicts  of law.   Any  suit, action  or proceeding  against
 Executive, with respect to  this Agreement, or any  judgment entered by  any
 court in respect of any of such  suit, action or proceeding, may be  brought
 in any  court  of competent  jurisdiction  in  the State  of  Illinois,  and
 Executive hereby submits to the jurisdiction of such courts for the  purpose
 of any such suit, action, proceeding or judgment.

           14.  Miscellaneous.    No  provision  of  this  Agreement  may  be
 modified, waived or discharged unless such waiver, modification or discharge
 is agreed to in writing signed by Executive  and the Company.  No waiver  by
 either party hereto at any time of any  breach by the other party hereto  or
 compliance with any condition or provision of this Agreement to be performed
 by such  other  party will  be  deemed a  waiver  of similar  or  dissimilar
 provisions or conditions  at the same  or at any  prior or subsequent  time.
 This Agreement constitutes the entire agreement of the parties with  respect
 to the subject matter hereof and supersedes any and all prior agreements  of
 the parties  with  respect  to  such  subject  matter.    No  agreements  or
 representations, oral or otherwise, expressed or implied with respect to the
 subject matter hereof  have been  made by either  party, which  are not  set
 forth expressly in this Agreement. References to Sections are to  references
 to Sections of this Agreement.

           15.  Counterparts.  This Agreement may be executed in one or  more
 counterparts, each of which  shall be deemed  to be an  original but all  of
 which together will constitute one and the same agreement.

           IN WITNESS WHEREOF, the parties have caused this Change in Control
 Severance Agreement to be duly executed  and delivered as of the date  first
 above written.

                               FIRST HEALTH GROUP CORP.


                               By:/s/  Edward L. Wristen
                               -------------------------
                               Title:  President and Chief Executive Officer



                               EXECUTIVE


                               /s/  Thomas Mastri
                               -------------------------