EXHIBIT 10.24


                             FIRST AMENDMENT TO
                           2002 RESTATEMENT OF THE
                           FIRST HEALTH GROUP CORP.
                           RETIREMENT SAVINGS PLAN

           Effective September 1, 1986, HealthCare COMPARE Corp. established
 the HealthCare COMPARE Corp. Retirement Savings (the "Plan") in order to
 provide benefits for eligible employees.  Effective September 1, 1987, the
 Plan was amended and restated to comply with various changes in the tax laws
 and to reflect plan mergers.  HealthCare COMPARE Corp. changed its name to
 First Health Group Corp. (the "Company") and changed the name of the Plan
 to the First Health Group Corp. Retirement Savings Plan.  The Plan has been
 amended from time to time.

      In order to make certain administrative changes to the Plan, the Plan
 is hereby amended, effective as set forth below.

      1.   Effective as of January 1, 2001, Section 2.09 of the Plan is
 hereby amended to read in its entirety as follows:

      2.09 Compensation for any period means all compensation paid by
           a Participating Employer for services rendered, including
           commissions, amounts contributed as Salary Reduction Contributions
           to the Plan, any amounts contributed by the Participant pursuant
           to a salary reduction agreement for a cafeteria plan under Section
           125 of the Code or qualified transportation fringe benefits under
           Code Section 132(f)(4), overtime pay, bonuses, and commissions,
           but excludes any Participant's share in any Company contributions
           hereto, and to any other employee benefit or insurance program,
           imputed income or reimbursement of relocation expenses.
           Compensation in excess of the applicable dollar limitation set
           forth in Code Section 401(a)(17) (as adjusted for cost of living
           increases) each Plan Year shall be disregarded for all Plan
           purposes.

      2.   Effective as of January 1, 2002, Section 2.12 of the Plan is
 hereby amended to read in its entirety as follows:

      2.12 Disability means an Active or Inactive Participant's termination
           of employment with a Participating Employer and Related Entities
           as a result of a mental or physical disease or condition which
           entitles such a Participant (or would entitle, after expiration of
           applicable waiting periods) to long term disability benefits under
           the long term disability plan offered to its Employees by the
           Company or, if such Participant does not participate in such plan,
           would be so entitled if he did participate.

      3.   Effective as of April 1, 2002, Section 2.15 of the Plan is hereby
 amended to read in its entirety as follows:

      2.15 Eligible Employee means an Employee of a Participating Employer,
           other than

           (a)  any Employee the terms of whose employment are governed by
                the provisions of a collective bargaining agreement with
                respect to which retirement benefits were the subject of good
                faith negotiations unless such agreement specifically
                provides for his coverage hereunder;

           (b)  any Leased Employee (unless the provisions of Section 414(n)
                of the Code require participation in the Plan by Leased
                Employees, in which case Leased Employees shall be Eligible
                Employees); and

           (c)  any individual whose services with a Participating Employer
                are performed pursuant to a contract which purports to treat
                the individual as an independent contractor, even if such
                individual is later determined (by judicial action or
                otherwise) to have been a common law employee of the
                Participating Employer rather than an independent contractor.

      4.   Effective as of April 1, 2002, Section 2.18 of the Plan is hereby
 amended to read in its entirety as follows:

      2.18 Entry Date means the first full payroll period of the calendar
           month coincident with or next following the Eligible Employee's
           completion of the requirements set forth in Section 3.01.

      5.   Effective as of April 1, 2002, Section 3.01 of the Plan is hereby
 amended to read in its entirety as follows:

      3.01 Active Participant Eligibility Requirements. Each Eligible
           Employee shall become an Active Participant on the first Entry
           Date after, or on which, the Eligible Employee attains age 21
           and completes the following service:

           (a)  if the Eligible Employee is classified as a full-time
                Employee, three consecutive months of service with a
                Participating Employer, or

           (b)  if the Eligible Employee is not classified as described in
                subsection (a), 1,000 Hours of Service during any one of the
                following periods of service with a Participating Employer,
                whichever occurs first:

                (i)  the 12-consecutive month period beginning on his hire
                     date, or

                (ii) any Plan Year beginning with the Plan Year which
                     includes the first anniversary of his hire date;

           provided that he is still an Eligible Employee on such date.  Each
           Participant in the Plan immediately prior to the Effective Date
           shall continue to be a Participant in the Plan on and after the
           Effective Date subject to the limitations of the Plan.

      6.   Effective as of April 1, 2002, Section 3.04 of the Plan is hereby
 amended to read in its entirety as follows:

      3.04 Effect of Reemployment on Participation and Service.

           (a)  A Former Participant who is reemployed as an Eligible
                Employee, prior to incurring a Break in Service shall resume
                active participation in the Plan on the date of his return to
                employment as an Eligible Employee.  As of the date he again
                becomes an Active Participant, such Participant's Years of
                Service as of the date of his prior termination of employment
                shall be restored.

           (b)  A Former Participant who is reemployed as an Eligible
                Employee after having incurred a Break in Service shall be
                eligible to resume participation in the Plan as an Active
                Participant on the date of his return to employment as an
                Eligible Employee provided (i) such Participant's vested
                percentage as determined under Section 6.03 is more than 0%;
                or (ii) he has not incurred five or more consecutive one
                year Breaks in Service.  As of the date he again becomes an
                Active Participant, such Participant's Years of Service (or
                consecutive months of service, as applicable) as of the date
                of his prior termination of employment shall be restored,
                provided such Participant completes a Year of Service after
                his reemployment.

           (c)  In the event a Former Participant does not have any vested
                percentage as determined under Section 6.03 and the number of
                his consecutive one year Breaks in Service equals or exceeds
                five, then his Years of Service (or consecutive months
                of service, as applicable), if any, completed prior to
                such period of such one year Breaks in Service shall be
                disregarded and he shall become an Active Participant on the
                date he again satisfies the requirements set forth in Section
                3.01.

      7.   Effective as of January 1, 1997, the last sentence of Section
 4.01(a)(i) of the Plan is hereby amended to read in its entirety as follows:

      Except as provided in Section 4.08, no Participant may make Salary
      Reduction Contributions under this Plan and any other qualified plan
      maintained by a Related Entity during the Plan Year in excess of dollar
      limitation contained in Code Section 402(g)(1) for such year.

      8.   Effective as of April 1, 2002, Section 4.02(b) of the Plan is
 hereby amended to read in its entirety as follows:

      (b)  Eligibility and Allocation of Matching Contributions.  Each Active
           Participant who has completed one Year of Service shall be
           eligible to receive a Matching Contribution.  Matching
           Contributions will be made starting with the first full payroll
           period of the calendar month coincident with or next following the
           Eligible Employee's completion of one Year of Service.  Matching
           Contributions shall be allocated as of the last day of each
           Contribution Period to the Matching Account of each Participant
           who makes Salary Reduction Contributions during such Contribution
           Period.

      9.   Effective as of the dates set forth below, the first sentence of
 Section 4.03(b)(iii) of the Plan is hereby amended to read in its entirety
 as follows:

      For the purpose of determining the maximum allocation permitted by
      Section 4.03(a) (and notwithstanding the definition of Compensation
      used elsewhere in this Plan) Total Compensation shall mean, with
      respect to any Limitation Year, the Employee's wages, salaries for
      professional services, other amounts paid over the entire Plan Year
      for personal services actually rendered (including, but not limited
      to, commissions paid salesmen, compensation for services on the basis
      of percentage of profits, commissions on insurance premiums, tips and
      bonuses) and, effective as of January 1, 1998, including any elective
      deferral as defined in Code Section 402(g)(3) and any amounts not
      includable in gross income by reason of Code Section 125 (cafeteria
      plan) or Code Section 457 (deferred compensation plan of state and
      local governments and tax-exempt organizations) and, effective as of
      January 1, 2001, Code Section 132(f)(4) (qualified transportation
      fringe).

      IN WITNESS WHEREOF, the Company has caused these presents to be
 executed by its duly authorized officers on this ____ date of ____________,
 2002.

                               FIRST HEALTH GROUP CORP.

                               By ____________________________________
                                         Edward L. Wristen
                               President and Chief Executive Officer


                               By: ____________________________________
                                         Joseph E. Whitters
                               Vice President and Chief Financial Officer