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                                                                     Exhibit 4.1

                           FIRST AMENDED AND RESTATED

                            FIRST HEALTH GROUP CORP.

                        2001 DIRECTORS' STOCK OPTION PLAN

      1. Purpose. The purpose of this Plan is to aid First Health Group Corp.
(the "Corporation"), in securing individuals to serve on its Board of Directors,
and to provide financial incentives to such directors to exert their best
efforts on behalf of the Corporation.

      2. Administration.

            (a) A Stock Option Committee (the "Committee") of two or more
persons shall be appointed by the Board of Directors from time to time to serve
at the pleasure of the Board of Directors with full power and authority, subject
to such orders or resolutions not inconsistent with the provisions of this Plan
as may from time to time be issued or adopted by the Board of Directors, to
interpret the provisions and supervise the administration of this Plan. Each
member of the Committee shall be a "Non-Employee Director" as determined under
Rule 16b-3(b)(3)(i) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").

            (b) In accordance with the provisions of this Plan and subject to
Board approval, the Committee shall administer this Plan in accordance with the
criteria set forth herein in a manner consistent with Rule 16b-3(d), or any
successor rule hereafter promulgated under the Exchange Act. Subject to the
express provisions of this Plan, the Committee shall have authority to adopt
administrative regulations and procedures which are consistent with the terms of
this Plan; to adopt and amend option agreements (each, an "Option Agreement") as
they deem advisable; to determine, upon Board approval, the terms and provisions
of such Option Agreements (except with respect to the number of shares covered
by an option granted to an optionee, the date of grant, the option period and
the option price); and, subject to the provisions hereof, to construe and
interpret such Option Agreements; to impose such limitations and restrictions as
are deemed necessary or advisable by counsel for the Corporation so that
compliance with the Federal securities and tax laws and with the securities laws
of the various states may be assured; and to make all other determinations
necessary or advisable for administering this Plan. The Committee may designate
any officers or employees of the Corporation to assist the Committee in the
administration of this Plan and to execute documents on its behalf, and the
Committee may delegate to them such other ministerial and limited discretionary
duties as it sees fit. All determinations and selections made by the Committee
shall be by the affirmative vote of a majority of its members, but any
determination reduced to writing and signed by a majority of the members shall
be fully as effective as if it had been made by a majority vote at a meeting
duly called and held.

            (c) Each option shall be evidenced by a written instrument duly
executed by the Corporation and optionee which shall contain such terms and
conditions not inconsistent with this Plan as the Committee, with the approval
of counsel for the Corporation, shall determine; provided, however, that such
terms need not be identical as between any two agreements.

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            (d) All decisions made by the Board of Directors pursuant to the
provisions of this Plan and all determinations and selections made by the
Committee pursuant to such provisions and related orders or resolutions of the
Board of Directors shall be final and conclusive.

      3. Eligibility and Participation. The group of persons eligible to receive
options shall consist of the Chairman of the Board if he is not also an employee
or an officer of the Corporation and members of the Board of Directors of the
Corporation who are not also employees or officers of the Corporation.

      4. Shares Subject to the Plan. The stock subject to the Plan shall be
shares of the Corporation's authorized common stock, $.01 par value per share
(the "Common Stock"), and may be authorized but unissued shares or treasury
shares, as the Board of Directors may from time to time determine in its sole
discretion. Subject to adjustment as provided in paragraph 11 hereof, the
aggregate number of shares of Common Stock to be delivered upon exercise of all
options granted pursuant hereto shall not exceed 2,000,000. If an option expires
or terminates for any reason during the term of the Plan and prior to the
exercise thereof in full, the shares subject to, but not delivered under, such
option shall, except as hereinafter provided, be available for options
thereafter granted.

      5. Grant of Options.

            (a) The Chairman of the Board, if he is not an employee or officer
of the Corporation, and each director who is not also an employee or officer of
the Corporation shall, each year on the date of the Board meeting immediately
following the Annual Meeting of Stockholders of the Corporation (the "Grant
Date"), be granted an option to purchase 16,000 shares of Common Stock, subject
to adjustment as provided in paragraph 11 hereof. In addition to the foregoing,
each year on the Grant Date (i) the Chairman of the Board, if he is not an
employee or officer of the Corporation, shall be granted an option to purchase
an additional 40,000 shares of Common Stock, (ii) the Chairman of the Audit
Committee and the Compensation Committee, if not also an employee or officer of
the Corporation, shall each be granted an option to purchase an additional 4,000
shares of Common Stock, and (iii) the Chairman of the Executive Committee, if
not also an employee or officer of the Corporation, shall be granted an option
to purchase an additional 24,000 shares of Common Stock, in each case subject to
adjustment as provided in paragraph 11 hereof.

            (b) The Committee is authorized to grant options to purchase a
number of shares of Common Stock determined by the Committee on a discretionary
basis to non-employee directors upon their election to the Board.

            (c) Notice of the grant of options under this Plan shall be given to
each optionee to whom an option is so granted within a reasonable time after the
date of such grant.

      6. Options to be Granted. Options granted under this Plan are intended to
be "nonstatutory options" and are not intended to be "incentive stock options"
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").


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      7. Option Price; Fair Market Value. Options granted hereunder shall have a
per share exercise price of 100% of the "fair market value" of a share of Common
Stock on (i) the Grant Date in the case of options granted under Section 5(a) or
(ii) the date of grant in the case of options granted under Section 5(b). Other
than adjustments pursuant to Section 11 hereof, neither the Board of Directors
nor the Committee shall make any alteration or amendment to any options granted
hereunder which operates to reprice, replace, regrant through cancellation or
lower the exercise price of a previously granted option without the approval of
the Corporation's stockholders.

      For purposes of this Plan, "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 Grant Date of such 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 such exchange; (ii) if the Common Stock is
traded over-the-counter and is classified as a national market issue on the
Grant Date of such 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
Grant Date of such 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 shall be
determined by the Committee 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.

      8. Term and Exercise of Options.

            (a) Options shall be exercisable in such installments and at such
times as may be fixed by the Committee at the time of grant, but no option shall
be exercisable after the expiration of ten years from the date of grant of such
option; provided, however, that by a resolution adopted after an option is
granted, the Committee may, subject to Board approval, accelerate the time at
which such option or any portion thereof may be exercised. Unless otherwise
provided in the Option Agreement, an option granted under this Plan may be
exercised in whole or in part; provided, however, that the Corporation shall not
be required to issue fractional shares.

            (b) No option shall be granted hereunder and no option granted
hereunder shall be exercisable, unless, at the time of any grant or exercise of
an option, such grant or exercise is in full compliance with all Federal and
state securities laws. Upon the exercise of an option, the optionee shall be
required to make payment in full to the Corporation of the exercise price
therefor (and any required tax withholding payment) (i) in cash or cash
equivalent payment, (ii) with previously acquired shares of Common Stock which
have been held by the optionee for at least six (6) months having an aggregate
fair market value equal to the exercise price (and any required tax withholding
payment), or (iii) through the delivery of a notice that the optionee has placed
a market sell order with a broker with respect to shares of Common Stock then
issuable upon exercise of the option, and that the broker has been directed to
pay a sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the


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option exercise price, provided that payment of such proceeds is then made to
the Company upon settlement of such sale, and/or (iv) any combination of (i),
(ii) or (iii) above. As a condition to the exercise of an option, the
Corporation may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares of Common Stock are
being purchased for investment purposes only and without any present intention
to sell or distribute such shares of Common Stock. Purchase of the shares of
Common Stock shall be accompanied by a written request for the shares of Common
Stock purchased with such payment and written request to be made to the
Secretary of the Corporation. No holder of any option, or such holder's legal
representative, legatee, or distributee shall be or be deemed to be a holder of
any shares of Common Stock subject to such option unless and until such person
has received a certificate or certificates therefor. If, on the date on which
any option granted hereunder is exercised, a registration statement relating to
the shares of Common Stock issuable pursuant to this Plan is not in effect, the
certificate evidencing shares of Common Stock acquired upon exercise of such
option shall contain upon its face, or on the reverse thereof, the following
legend:

            "These shares have not been registered under the Securities Act of
      1933, as amended, 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, as amended, and any applicable state
      law, or (2) an opinion (satisfactory to the corporation) that registration
      is not required."

            (c) The proceeds received by the Corporation from the sale of shares
of Common Stock subject to an option are to be added to the general funds of the
Corporation and used for general business purposes as the Board of Directors
shall, in its sole discretion, determine.

      9. Transferability of Options. No option shall be transferable by an
optionholder other than by will or by the laws of descent and distribution or to
a "family member" pursuant to a domestic relations order (within the meaning of
Rule 16a-12 promulgated under the Exchange Act). Notwithstanding the foregoing
sentence, the Committee may set forth in an Option Agreement evidencing an
option that the option may be transferred by gift to a "family member" of the
optionholder. For purposes of this paragraph 9, "family member" means any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the optionholder's household (other than as a
tenant or employee), a trust in which these persons have more than fifty percent
of the beneficial interest, a foundation in which these persons (or the
optionholder) control the management of assets, and any other entity in which
these persons (or the optionholder) own more than fifty percent of the voting
interests. During the lifetime of the optionholder, an option may be exercised
only by the optionholder or by persons to whom the option was transferred as
specified above.

      10. Death, Disability, Retirement or Termination of Directorship. Any
option, the exercise period of which has not theretofore expired, shall
terminate at the time of an optionee's death, the optionee's disability or the
termination of an optionee's service as a


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director of the Corporation, and no shares of Common Stock may thereafter be
delivered upon the exercise of such option except as set forth below:

            (a) In the case of any optionee who has served as a director
continuously from the date of grant to the date of termination due to disability
(as defined in Section 22(e) (3) of the Code), such optionee may, within two
years (or such shorter period of time as is specified in the Option Agreement)
after the date of such termination but before the expiration of the original
exercise period, purchase some or all of the shares of Common Stock subject to
an option outstanding immediately prior to such termination, to the extent the
optionee was then entitled to exercise such option immediately prior thereto;

            (b) Upon the death of any optionee while serving as a director or of
any disabled or retired director within two years of termination of service as a
director (or such shorter period of time as is specified in the Option
Agreement), the person or persons to whom such optionee's rights under the
option are transferred by will or the laws of descent and distribution may
within two years after the date of death, but before the expiration of the
original exercise period, purchase some or all of the shares of Common Stock
subject to an option outstanding immediately prior to such date of death, to the
extent the optionee was then entitled to exercise such option immediately prior
thereto; and

            (c) In the case of any optionee who has been a director continuously
from the date of grant to the date of termination of service as a director and
whose position as a director is terminated due to retirement, resignation,
removal, failure to be nominated by the Board of Directors for re-election or
failure to be re-elected by the stockholders of the Corporation, such optionee
may, within two years after the date of any such termination not "due to cause"
(or such shorter period of time as is specified in the Option Agreement) but
before the expiration of the original exercise period, purchase some or all of
the shares of Common Stock subject to an option outstanding immediately prior to
such retirement, resignation or termination, to the extent the optionee was then
entitled to exercise such option immediately prior to retirement, resignation or
termination; provided, however, in the case of a termination "due to cause", all
outstanding options of the optionee shall be cancelled and terminated as of the
date on which such optionee is given notice of termination. For purposes of this
Plan, termination "due to cause" shall mean, in the reasonable belief of the
Committee, the breach of a duty of loyalty to the Corporation or its
stockholders or the commission of fraud, embezzlement or theft against the
Corporation, employees of the Corporation or a customer or business associate of
the Corporation.

      11. Changes in Common Stock. In the event that, prior to the delivery by
the Corporation of all of the shares of Common Stock which may be delivered
hereunder and after the effective date of the Plan, there shall be any change in
the outstanding Common Stock of the Corporation by reason of any
recapitalization, merger, reorganization, consolidation, split-up, stock
dividend or stock right distribution, the number and kind of shares deliverable
hereunder and the option price, etc. shall be adjusted (but without regard to
fractions) in a fair and equitable manner by the Board of Directors of the
Company, whose determination in each case shall be conclusive and binding on the
Corporation and the optionee and such optionee's legal representative.


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      12. Rights as a Stockholder. No person participating in this Plan shall
have any rights of a stockholder of the Company as to shares of Common Stock
subject to an option until such option is exercised and certificates
representing such shares of Common Stock are received by such optionee.

      13. Implied Consent of Participants. Every optionee, by acceptance of an
option under this Plan, shall be deemed to have consented to be bound, on such
optionee's own behalf and on behalf of such optionee's heirs, assigns and legal
representatives, by all of the terms and conditions of this Plan.

      14. The Corporation's Responsibility. All expenses of this Plan, including
the cost of maintaining records hereunder, shall be borne by the Corporation.
The Corporation shall have no responsibility or liability (other than under
applicable securities laws) for any act or thing done or left undone with
respect to the price, time, quantity, or other conditions and circumstances of
the purchase of shares under the terms of this Plan, so long as the Corporation
acts in good faith.

      15. Amendment and Discontinuance. The Board of Directors may alter,
suspend, or discontinue this Plan at any time and from time to time, without
obtaining the approval of the Corporation's stockholders, but may not, without
the approval of the Corporation's stockholders, make any alteration or amendment
thereof which operates to increase the total number of shares of Common Stock
for which an option or options may be granted under the Plan, other than
adjustments pursuant to Section 11 hereof. No amendment to or termination of
this Plan shall affect outstanding options theretofore granted under this Plan,
and such options shall remain in full force and effect as if this Plan had not
been amended or terminated.

      16. Effective Date. The Plan was originally effective as of May 22, 2001.
The First Amended and Restated Plan is effective as of May 13, 2003.

      17. Termination. The period during which options may be granted under this
Plan expires on May 22, 2011 unless this Plan is terminated by the Board of
Directors prior to such date.


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