EXHIBIT 10.01


                             EMPLOYMENT AGREEMENT

 This AGREEMENT is made this 1st day  of May, 1999 ("Effective Date") by  and
 between First Health  Group Corp., a  Delaware corporation headquartered  in
 Illinois ("Company"), and  Patrick G. Dills ("Employee").

                                  BACKGROUND

 A. Company desires to  employ Employee, and Employee desires to be  employed
 by Company.

 B. For  and in consideration  of the promises  and of  the mutual  covenants
 hereinafter set forth,  it is hereby  agreed by and  between the parties  as
 follows:

                                  AGREEMENT

    1. Employment.  Company hereby agrees  to employ Employee to perform  the
 duties set forth in Section 3 hereof ("Employee Services").  Employee hereby
 accepts employment to perform Employee Services for Employer under the terms
 and conditions of this Agreement.

    2. Term.  The  Initial Term  of this Agreement  will be  for three  years
 beginning on the Effective Date and will automatically renew, unless earlier
 terminated pursuant to Section 6 hereof.

    3. Duties.  Employee  will serve as Executive  Vice President, Sales,  or
 such other position as  otherwise agreed from time  to time by the  parties,
 and perform all responsibilities and duties as are assigned, or delegated to
 Employee.  Performance by Employee in any other position will be  conclusive
 evidence of Employee's acceptance of the position.  Employee represents that
 Employee's employment by Company  and performance of  the position will  not
 violate or interfere with any employment-related agreement Employee may have
 entered into with any previous employer (a "Prior Employment Agreement").

    4. Time Commitment.  Employee will devote Employee's time, attention  and
 energies to  the performance  of Employee  Services.   Employee may  not  be
 associated with, consult, advise, work for,  be employed by, contract  with,
 or otherwise devote any of the Employee's  time to the pursuit of any  other
 work or  business activities  which may  interfere with  the performance  of
 services hereunder.

    5. Compensation  and   Benefits.     Company  will   pay  the   following
 compensation to Employee in full  consideration for performance of  Employee
 Services  hereunder  in  accordance  with  Company's  then-current   payroll
 policies and procedures.

       (a) Salary.  Employee  will receive an  annual salary of  $265,000.00.
 This salary is payable in accordance  with Company's then - current  payroll
 policies and  procedures.   The annual  salary may  be subject  to  periodic
 increases as may be approved by Company.

       (b) Expenses.  Company will reimburse Employee for all reasonable  and
 necessary expenses incurred by Employee  in connection with the  performance
 of Employee Services  upon submission by  Employee of  expense reports  with
 substantiating vouchers,  in  accordance  with  the  Company's  then-current
 expense reimbursement policy.

       (c) Stock Options.  Employee  will be awarded  the option to  purchase
 200,000 shares of Company common stock,  adjusted for any stock splits,  set
 by the Board of  Directors of Company in  accordance with the Company  Stock
 Option Plan  (the "Stock  Options").   The  award of  the Stock  Options  is
 subject to (i)  approval of the  Board of Directors;  and (ii) execution  by
 Employee of the then-current Stock Option Agreement.

       (d)      Benefits and Flexible Time Off.   Employee shall be  entitled
 to participate  in  such group  life  insurance, major  medical,  and  other
 employee benefit  plans (collectively  "Benefit  Plans") as  established  by
 Company in  accordance with  the applicable  terms  and conditions  of  such
 Benefit Plans,  which  Benefit Plans  may  be modified  or  discontinued  by
 Company at  any  time;  provided,  however  that  Employee  shall  meet  the
 requirements of  the  Benefit  Plans for  participation  and  in  no  event,
 including breach or wrongful termination  of this Agreement, shall  Employee
 be entitled to any amount of  compensation in lieu of participation,  unless
 otherwise provided by the terms of the Benefit Plan.

           Employee shall also  be entitled to  paid time  off in  accordance
 with Company's then-current Flexible Time Off (FTO) program.  Employee shall
 accrue such FTO at the rate specified in the FTO program.  Flexible Time Off
 shall be taken with due consideration for the services required of  Employee
 and to the requirements of Company.

       (e)      Incentive or Bonus Compensation.  Employee may be eligible to
 receive incentive  or bonus  compensation based  on factors  established  by
 Company in its sole discretion.  Incentive or bonus payments, if any,  shall
 be made in accordance with  the then-effective applicable Company  incentive
 or bonus plan  as hereafter established  in Company's  sole discretion  (the
 "Incentive Plan").  Unless otherwise specifically provided in the  Incentive
 Plan, earned  incentive compensation  will be  paid only  while Employee  is
 actively employed by Company; accordingly, if Employee ceases to be actively
 employed by Company, Employee  will only receive a  prorated portion of  the
 earned incentive compensation for the period Employee was actively  employed
 by Company.  In the event the incentive or bonus compensation is  calculated
 on an annual basis subsequent to  Employee's termination, Employee will  not
 be eligible to receive payment.

       (f)      Commissions. All insurance sales commissions, if any,  earned
 or received  by  Employee in  connection  with the  employment  of  Employee
 pursuant to  this Agreement  shall be  the sole  and exclusive  property  of
 Company or its subsidiary companies, even if such commissions are earned  or
 received by Employee after termination of this agreement.

    6. Termination.

       (a) Either party may  terminate this Agreement  at any time  following
 the Initial Term, without cause and  without any liability to Company,  upon
 no less than one hundred  and twenty (120) day's  prior written notice.   In
 such event,  Employee, if  requested by  Company,  will continue  to  render
 Employee Services and be paid Employee's regular compensation up to the date
 of termination in  accordance with Company's  then-current payroll  policies
 and procedures.

       (b) Either party may  terminate this  Agreement at  anytime for  cause
 upon 14 days written notice.   "Cause" includes, without limitation,  breach
 of any provision of  this Agreement or Employee's  failure to adhere to  the
 Company's policies and procedures,  which failure is  subject to cure,  e.g.
 dress or behavior requirements.  If the cause is not cured within the 14 day
 period, the  Agreement  may  then  be terminated  by  written  notice.    An
 opportunity to  cure  is not  required  if  the party  receiving  notice  of
 termination  has  previously  been  given  notice  of  termination  and  the
 opportunity to cure the same or similar cause.

       (c) Company may terminate this Agreement by written notice at  anytime
 (including during the Initial Term)  immediately for the following  reasons:
 (i) Death or legal incapacity of  Employee; (ii) Employee's conviction of  a
 felony; (iii) violation of the Company's policies not subject to cure;  (iv)
 willful violation of the Company's  policies or standards including  without
 limitation,   Corporate    Compliance   standards,    confidentiality    and
 nondisclosure; (iv) theft or dishonesty; or (v) the occurrence of any  claim
 or threatened claim against  Employee and/or Company  relating to any  Prior
 Employment Agreement.

       (d) Company may terminate  at any time  (including during the  Initial
 Term) by written  notice upon Employee's  other incapacity  or inability  to
 perform Employee  Services for  a period  of at  least 90  consecutive  days
 because of impairment  of Employee's physical,  or mental  health making  it
 impossible or impractical for Employee to perform Employee Services.

       (e) Notwithstanding any other provisions of this Employment Agreement,
 employee may terminate employment  from the Company  at any time,  including
 during the Initial  Term, with  30 days  notice due  solely to  a change  in
 control of the Company  and (i) his  refusal to accept  a reduction in  base
 salary compensation; (ii) a material dimunition in job responsibilities;  or
 (iii) a required relocation of the  employee's residence.  Employee's  right
 to terminate under this provision will expire 60 days after it arises.

           "change in  control"  for the  purposes  of this  provision  means
 either

           (1)  the ownership  (whether  direct  or indirect)  of  shares  in
                excess of  20 percent  of the  outstanding shares  of  common
                stock of the Company by a person or group of persons, or

           (2)  the occurrence  of any  transaction relating  to the  Company
                required to be described pursuant to the requirements of item
                14 of Schedule 14A  of Regulation 14A  of the Securities  and
                Exchange Commission  under  the Securities  Exchange  Act  of
                1934, or

           (3)  any change in the  composition of the  Board of Directors  of
                the Company resulting in a majority of the present  directors
                of the Company  not constituting a  majority two years  hence
                provided, that  in making  such determination  directors  who
                were elected by,  or on the  recommendation of, such  present
                majority, shall be excluded.

           If Employee exercises his right to terminate under this provision,
 Employee will receive  as severence  a cash payment  equal to  two years  of
 salary at the rate in effect on  the date of termination. Such payment  will
 include all severance due to Employee  under any Company severance plan  but
 is not inclusive of any other benefit or right due or available to  Employee
 under any other Company plan.

    7. Confidentiality.  Employee  agrees not to  directly or indirectly  use
 or disclose,  for the  benefit of  any  person, firm  or entity  other  than
 Company and its subsidiary companies, the Confidential Business  Information
 of 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
 Company's past, present and prospective  clients and their particular  needs
 and requirements, and their own confidential information.

       Upon termination of employment under  this Agreement, with or  without
 cause, Employee  agrees  to  return to  Company  all  policy  and  procedure
 manuals,  records,  notes,  data,  memoranda,  and  reports  of  any  nature
 (including computerized and electronically stored information) which are  in
 Employee's possession and/or  control which relate  to (i) the  Confidential
 Business Information of Company, (ii) Employee's employment with Company, or
 (iii) the business activities or facilities of Company or its past, present,
 or prospective clients.

    8. Restrictive Covenant.   During  the  period of  employment and  for  a
 period of one  year from the  date of termination  of employment under  this
 Agreement, with or without cause, Employee will not directly or  indirectly,
 within the United  States or  in any foreign  market in  which Employee  was
 engaged in activities on  behalf of Company, 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 Company at  the
 time the employment under this Agreement was terminated, if in the course of
 such ownership  or  employment,  it could  reasonably  be  anticipated  that
 Employee would  be required  to use  or disclose  the Confidential  Business
 Information  of  Company.    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.

       Employee  further  agrees  that,  for  a  period  of  one  year  after
 termination of  employment   under this  Agreement, with  or without  cause,
 Employee will promptly notify Company of any business with whom Employee  is
 associated or in which has an ownership interest and provide Company with  a
 description of Employee's duties or interests.

       For a period  of one year after  termination of employment under  this
 Agreement, with or without cause, Employee will not directly or  indirectly,
 for the purpose of selling services  and/or products provided or planned  by
 Company at the time the employment under this Agreement was terminated, call
 upon, solicit  or divert  any actual  customer  or prospective  customer  of
 Company, unless  employed by  Company to  do so.   An  actual customer,  for
 purposes of  this Section,  is any  customer to  whom Company  has  provided
 services and/or products within one year prior to Employee's termination  of
 employment under this Agreement.   A prospective  customer, for purposes  of
 this Section, is any prospective customer to whom Company sought to  provide
 services and/or products  within one year  prior to the  date of  Employee's
 termination of employment under this Agreement and Employee has knowledge of
 or was involved in such solicitation.

    9. Non-Solicitation of  Employees.  Employee  further agrees  that for  a
 period of one  year from the  date of Employee's  termination of  employment
 under this Agreement, with or without cause, Employee shall not directly  or
 indirectly solicit or hire any person who is currently or was an employee of
 Company at any time during the twelve months prior to Employee's termination
 of employment under this Agreement.

   10. Remedies.   In the  event  Employee breaches  or threatens  to  breach
 Sections 7,  8  or  9  of  this Agreement,  Company  shall  be  entitled  to
 injunctive relief,  enjoining  or  restraining  such  breach  or  threatened
 breach.  Employee acknowledges  that Company's remedy  at law is  inadequate
 and that  Company will  suffer irreparable  injury if  such conduct  is  not
 prohibited.

       Employee  and  Company  agree  that,  because  of  the  difficulty  of
 ascertaining the  amount of  damages in  the  event that  Employee  breaches
 Section 9 of this  Agreement, Company shall be  entitled to recover, at  its
 option, as liquidated  damages and  not as  a penalty,  a sum  equal to  one
 year's annual salary of the employee(s) solicited to leave Company's employ.
 The parties  further  agree that  the  existence  of this  remedy  will  not
 preclude employer from seeking or receiving injunctive relief.

       Employee further agrees that the covenants contained in Sections 7,  8
 or 9 shall be construed as  separate and independent of other provisions  of
 this Agreement and the  existence of any claim  by Employee against  Company
 shall not constitute a  defense to the enforcement  by Company of either  of
 these paragraphs.

   11. Property  Rights.   All  discoveries,  designs,  improvements,  ideas,
 inventions, creations,  and  works of  art,  whether or  not  patentable  or
 subject to copyright, relating  to the business of  Company or its  clients,
 conceived, developed  or  made  by Employee  during  employment  under  this
 Agreement, either solely or  jointly with others (hereafter  "Developments")
 shall automatically become  the sole property  of Company.   Employee  shall
 immediately disclose to  Company all  such Developments  and shall,  without
 additional compensation, execute all  assignments, application or any  other
 documents deemed necessary by Company  to perfect Company's rights  therein.
 These obligations  shall  continue for  a  period  of one  year  beyond  the
 termination of employment under this Agreement with respect to  Developments
 conceived, developed or  made by Employee  during the  period of  employment
 under this Agreement.

       Company acknowledges and  agrees that the  provisions of this  section
 shall not apply to inventions for which no equipment, supplies, facility  or
 trade secret information of Company or its clients were used by Employee and
 which were  developed  entirely  on Employee's  own  time  unless  (a)  such
 inventions relate (i) to the business of Company or (ii) to Company's actual
 or demonstrably anticipated research or  development or (b) such  inventions
 result from any work performed by Employee for Company.

   12. Assignments.  Neither  party shall have the  right or power to  assign
 any rights or duties under this Agreement without the written consent of the
 other party, provided, however, that Company shall have the right to  assign
 this Agreement  without consent  pursuant to  any corporate  reorganization,
 merger, or other transaction involving a change of control of Company or any
 of its subsidiary  companies.  Any  attempted assignment in  breach of  this
 Section 12 shall be void.

       If Employee performs services and  duties for any subsidiary or  other
 affiliated entity of Company, then the provisions of Sections 7, 8, 9 and 11
 shall  apply  to  the  confidential  information  and  business  activities,
 property rights, clients, and employees of that subsidiary or other entity.

   13. Severability.    Each  section,  paragraph,  clause,  sub-clause   and
 provision (collectively "Provisions") of  this Agreement shall be  severable
 from each other, and if for any reason the paragraph, clause, sub-clause  or
 provision is invalid or  unenforceable, such invalidity or  unenforceability
 shall not prejudice or in any  way affect the validity or enforceability  of
 any other Provision hereof.

   14. Miscellaneous.

       (a) This Agreement, the  schedules and any  amendments hereto  contain
 the entire agreement of  the parties with respect  to the employment of  the
 Employee and supersedes all other  understandings, whether written or  oral;
 provided, however, that Employee shall comply with all policies,  procedures
 and other requirements of Company as  established in the Colleague  Handbook
 and Corporate Policy Manuals, not inconsistent with this Agreement.

       (b) Failure on  the  part  of  either  party  to  insist  upon  strict
 compliance by the  other with  respect to any  of the  terms, covenants  and
 conditions hereof, shall  not be deemed  a subsequent waiver  of such  term,
 covenant or condition.

       (c) The provisions of any paragraph containing a continuing obligation
 after termination shall  survive such  termination whether  with or  without
 cause and even if occasioned by Company's breach or wrongful termination.

       (d) This Agreement may not be modified except in writing as signed  by
 the parties;  provided, however,  that Company  may amend  or terminate  its
 Benefit Plans, Incentive  Plan, Corporate Policies  and/or employees'  rules
 and regulations in its sole discretion.

       (e) In the event of litigation under  this Agreement, the court  shall
 have discretion to award the prevailing party reasonable attorney's fees.

    15.    Governing Law.  It is the intention of the parties hereto that all
 questions with respect  to the construction,  formation, and performance  of
 this Agreement and the rights and liabilities of the parties hereto shall be
 determined in  accordance with  the laws  of  the State  of Illinois.    The
 parties hereto submit to the jurisdiction and venue of the courts of  DuPage
 County Illinois  in respect  to any  matter  or thing  arising out  of  this
 agreement pursuant hereto.

    16.    Notices.  Any notice required pursuant  to this Agreement will  be
 in writing  and  will be  deemed  given upon  the  earlier of  (i)  delivery
 thereof, if by hand, (ii) five business  days after mailing if sent by  mail
 (registered or certified mail,  postage prepaid, return receipt  requested),
 (iii) the next business day after deposit if sent by a recognized  overnight
 delivery service, or (iv) transmission if sent by facsimile transmission  or
 by electronic mail, with return notification (provided that any notice  sent
 by facsimile or electronic mail  shall also promptly be  sent by one of  the
 means described  in clauses  (i) through  (iii)  of this  Section 16.    All
 notices will be addressed as follows or to such other address as a party may
 identify in a notice to the other party:

      to Company:    First Health Group Corp.
                     3200 Highland Avenue
                     Downers Grove, Illinois 60515
                     Attn:  President and Chief Executive Officer
                     cc:General Counsel

      to Employee:   Patrick G. Dills
                     [ deleted for confidentiality ]


      IN WITNESS WHEREOF,  the parties hereto  have executed this  Employment
 Agreement in  the State  of Illinois  as of  the day  and year  first  above
 written.

                                 The Company:
                                 First Health Group Corp.

                                 By: ________________________
                                 Its: President and
                                      Chief Executive Officer

                                 Employee:
                                 ____________________________

<PAGE>


                   FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
                          DATED MAY 1, 1999, BETWEEN
                         FIRST HEALTH GROUP CORP. AND
                               PATRICK G. DILLS


 THIS AMENDMENT is entered into this 1st day of February, 2000 ("Amendment
 Effective Date") by and between First Health Group Corp. ("Company") and
 Patrick G. Dills ("Employee").

 WHEREAS, Company and Employee have previously entered into a certain
 Employment Agreement, dated May 1, 1999 ("Agreement"); and

 WHEREAS, Company and Employee desire to amend the Agreement with respect to
 term and , compensation.

 NOW, THEREFORE, in consideration of the initial covenants and agreements
 set forth herein and in the Agreement, the parties agree as follows:

 1.   Section 2 Term is deleted and replaced with the following: Term.
 Beginning on the Effective Date of the Agreement, the Initial Term of this
 Agreement will be through March 31, 2002,and will automatically renew,
 unless earlier terminated pursuant to Section 6 hereof.

 2.   Effective on the Amendment Effective Date, Section 5(a) Salary is
 deleted and replaced with the following:  Salary and Bonus.  Employee will
 receive an annual base salary of $400,000.  This salary is payable in
 accordance with Company's then-current payroll policies and procedures.
 The annual salary may be subject to periodic increases as may be approved
 by Company.

 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
 the Employment Agreement, in the State of Illinois, as of the date and year
 first above written.

                                 The Company:
                                 First Health Group Corp.

                                 By: ________________________
                                 Its: President and
                                      Chief Executive Officer

                                 Employee:
                                 ____________________________
                                 Patrick G. Dills

<PAGE>

                   SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
                          DATED MAY 1, 1999, BETWEEN
                         FIRST HEALTH GROUP CORP. AND
                               PATRICK G. DILLS


 THIS AMENDMENT is entered into this 10th day of January 2002 ("Amendment
 Effective Date") by and between First Health Group Corp. ("Company") and
 Patrick G. Dills ("Employee").

 WHEREAS, Company and Employee have previously entered into a certain
 Employment Agreement, dated May 1, 1999 ("Agreement"), amended February 1,
 2000; and

 WHEREAS, Company and Employee desire to amend the Agreement with respect to
 term and time commitment.

 NOW, THEREFORE, in consideration of the initial covenants and agreements set
 forth herein and in the Agreement, the parties agree as follows:

 1.   Section 2 Term is deleted and replaced with the following:  Term.
 Beginning on the Effective Date of the Agreement, the Initial Term of this
 Agreement will be through December 31, 2003, and will automatically renew,
 unless earlier terminated pursuant to Section 6 hereof.

 2.   Section 4 Time Commitment is amended by the addition of the following
 phrase to the second sentence of the Section:  "; provided, however, that
 after March 31, 2003, Employee may request a reduction in his time
 commitment with an appropriate adjustment to compensation, which request
 will be given reasonable consideration by Company."

 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
 to the Employment Agreement, in the State of Illinois, as of the date and
 year first above written.

                                         The Company:
                                         First Health Group Corp.


                                         By:  _______________________
                                         Its: President and
                                              Chief Executive Officer

                                         Employee:
                                         ____________________________
                                         Patrick G. Dills