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                                                                   EXHIBIT 10.32

                          EXECUTIVE SEVERANCE AGREEMENT

      THIS EXECUTIVE SEVERANCE AGREEMENT (this "Agreement") is entered into as
of the 20th day of March, 2001, by and between RightCHOICE Managed Care, Inc.,
a Delaware corporation ("RightCHOICE"), and Sandra A. Van Trease (the
"Executive").

                              W I T N E S S E T H:

      WHEREAS, RightCHOICE has engaged the services of Executive as an "at-will"
employee of RightCHOICE; and

      WHEREAS, RightCHOICE and Executive have entered into an Officer Severance
Agreement dated March 20, 2001 (the "Officer Agreement") under which, as a
condition of Executive's employment, Executive has agreed to be bound by certain
covenants set forth in the Officer Agreement and RightCHOICE has agreed to
provide Executive certain severance benefits upon the terms and conditions set
forth in the Officer Agreement;

      WHEREAS, the Compensation Committee of RightCHOICE's Board of Directors
believes that the concerns applicable to senior executives when certain
corporate events occur are such that, in order to facilitate senior executives'
focusing on management issues in a manner that best serves the interests of all
stakeholders, such executives of RightCHOICE should have the protections set
forth herein in the event that a Change of Control (as defined herein) occurs.

      NOW, THEREFORE, in consideration of the mutual promises herein contained,
and intending to be legally bound, the parties hereto do hereby agree as
follows:

                                    SECTION 1
                                TERM OF AGREEMENT

      This Agreement shall be effective as of the date first written above and
shall continue in effect until terminated in accordance with the provisions of
Section 5 hereof.

                                    SECTION 2
                                   DEFINITIONS

      The following definitions shall apply for purposes of this Agreement:

      A. Affiliate. "Affiliate" shall have the same meaning as it is given in
the Officer Agreement.


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      B. Annual Compensation. "Annual Compensation" shall mean the highest
aggregate amount of the following items of compensation paid in cash (or which
would have been paid in cash if they were not deferred pursuant to any qualified
or nonqualified deferred compensation arrangement or contributed to a welfare
benefit plan pursuant to an election under a cafeteria plan) to Executive by
Company during a calendar year which is in the most recent five-consecutive-
calendar-year period (or such shorter period of consecutive calendar years
during which Executive has been employed by Company) ending on or before the
date of a Change of Control:

            (i)   base salary; and

            (ii)  payments under any of the following incentive programs:

                  -     Management Incentive Plan (MIP);

                  -     ABCBS Incentive Plan (AIP);

                  -     Sign-On Bonus;

                  -     Sales Incentive Plan; and

                  -     payments under any other incentive programs to the
                        extent that the Compensation Committee of the
                        RightCHOICE Managed Care, Inc. Board of Directors
                        specifically approves payments under such incentive
                        programs for inclusion in Annual Compensation for
                        purposes of this Agreement.

For purposes of clarity and without limiting the generality of the foregoing
definition, no amounts paid to Executive pursuant to any qualified or
nonqualified deferred compensation arrangement, any cafeteria plan or any other
benefit plan qualify for inclusion in Annual Compensation, regardless of the
source of any such amounts, and no award of stock options, restricted stock or
other rights under the 1994 Equity Incentive Plan, the 2001 Stock Incentive
Plan, or any other Stock Incentive Plan, nor any amounts received or income
recognized in connection with receipt of any such award or exercise of any
rights under any such award, shall be included in Annual Compensation.

      C. Base Pay. "Base Pay" shall have the same meaning as that term is given
under the Officer Agreement.

      D. Cause. "Cause" shall have the same meaning as that term is given under
the Officer Agreement.

      E. Change of Control. A "Change of Control" of Company shall be deemed to
have occurred upon the happening of any of the following events:


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            (i) the acquisition, other than from Company, by any individual,
      entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
      Securities Exchange Act of 1934 (the "Exchange Act")) of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
      Act) of 20% or more of either the then outstanding shares of Common Stock
      of Company or the combined voting power of the then outstanding voting
      securities of Company entitled to vote generally in the election of
      directors, but excluding, for this purpose, any such acquisition by (A)
      Company or any of its Subsidiaries, or (B) any employee benefit plan (or
      related trust) of Company or its Subsidiaries, or (C) any corporation with
      respect to which, following such acquisition, more than 60% of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Common Stock and voting securities of Company
      immediately prior to such acquisition in substantially the same proportion
      as their ownership, immediately prior to such acquisition, of the then
      outstanding shares of Common Stock of Company or the combined voting power
      of the then outstanding voting securities of Company entitled to vote
      generally in the election of directors, as the case may be;

            (ii) individuals who, as of the date hereof, constitute the Board
      (as of the date hereof the "Incumbent Board") cease for any reason to
      constitute at least a majority of the Board, provided that any individual
      becoming a director subsequent to the date hereof whose election, or
      nomination for election by Company's stockholders, was approved by a vote
      of at least a majority of the directors then comprising the Incumbent
      Board shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office is in connection with an actual or
      threatened election contest relating to the election of the directors of
      Company (as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act);

            (iii) consummation of (a) a reorganization, merger or consolidation
      of Company, in each case, with respect to which all or substantially all
      of the individuals and entities who were the respective beneficial owners
      of the Common Stock and voting securities of Company immediately prior to
      such reorganization, merger or consolidation do not, following such
      reorganization, merger or consolidation, beneficially own, directly or
      indirectly, more than 60% of, respectively, the then outstanding shares of
      common stock and the combined voting power of the then outstanding voting
      securities entitled to vote generally in the election of directors, as the
      case may be, of the corporation resulting from such reorganization, merger
      or consolidation or (b) the sale, lease, exchange, or


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      other disposition of all or substantially all of the assets of Company to
      any other corporation or entity (except a subsidiary or parent corporation
      as defined in Section 424 of the Code); or

            (iv) approval by the stockholders of Company of a complete
      liquidation or dissolution of Company; or

            (v) Company ceases to have its Common Stock listed on a nationally
      recognized stock exchange or quoted on the Nasdaq National Market (or any
      successor quotation system) for any reason other than the price of the
      Company's Common Stock or the Company's market capitalization.

As used in this definition of Change of Control, (i) the term "Board" means the
Board of Directors of Company, (ii) "Common Stock" means the common stock, $0.01
par value per share of Company, and (iii) "Subsidiary" means any corporation or
other entity, whether domestic or foreign, in which Company has or obtains,
directly or indirectly, a proprietary interest of 50% or more by reason of stock
ownership or otherwise.

      F. Code. "Code" shall have the same meaning as that term is given under
the Officer Agreement.

      G. Company. "Company" shall mean RightCHOICE, except that, if any person
or entity other than RightCHOICE employs Executive and is obligated by
agreement, operation of law or otherwise to abide by and be bound by the
provisions of this Agreement, then "Company" shall mean that person or entity;
provided, however, that the substitution of another person or entity as
"Company" under this Agreement shall not be construed as removing from, or
eliminating with respect to, RightCHOICE or any other person or entity that
subsequently employs Executive and becomes bound by the provisions of this
Agreement, any of the protections, rights and remedies accruing to the "Company"
under the provisions of Section 4 of this Agreement. Notwithstanding the
foregoing, for purposes of the definition of "Change of Control" as used herein,
the term "Company" shall refer only to RightCHOICE and its successors.

      H. Date of Termination. "Date of Termination" shall mean the effective
date of Executive's termination of employment with Company. If Executive
delivers a Notice of Termination hereunder to Company, then the Date of
Termination shall be thirty (30) days following the date such Notice of
Termination is delivered or mailed to Company in accordance with Section 6(B)
hereof; provided, however, that in such event Company shall have the right to
accelerate such Date of Termination by written notice of such acceleration
delivered or mailed to Executive in accordance with Section 6(B) hereof. If
Company delivers or mails a Notice of


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Termination hereunder to Executive in accordance with Section 6(B) hereof, then
the Date of Termination shall be the date specified by Company in such Notice of
Termination.

      I. Designated Beneficiary. "Designated Beneficiary" shall mean the
beneficiary designated by Executive in accordance with the Officer Agreement.

      J. Disabled. "Disabled" shall have the same meaning as that term is given
under the Officer Agreement.

      K. Employee Statement. "Employee Statement" shall have the same meaning as
that term is given under the Officer Agreement.

      L. Executive Severance Benefits. "Executive Severance Benefits" shall mean
the benefits described in Section 3(B) hereof.

      M. Good Reason. "Good Reason" shall mean the occurrence, without the
written consent of Executive and within twenty-four (24) months following a
Change of Control, of any one or more of the following events (provided,
however, that none of the following events shall constitute Good Reason if at
the time of the occurrence of such event, or during the three-month period prior
to such occurrence, there is Cause):

                        (i) the assignment to Executive of any duties or
            responsibilities inconsistent with Executive's status as a senior
            executive (that is, an executive holding the position of Senior Vice
            President or above) of Company or a substantial adverse alteration
            in the nature or status of Executive's responsibilities, job title
            or position from those in effect immediately prior to the Change of
            Control;

                        (ii) a reduction by Company in the annual base salary
            that was applicable to Executive immediately prior to the Change of
            Control, a change to the short-term bonus formula that was
            applicable to Executive immediately prior to the Change of Control
            that reduces the amount payable at target level of performance, or a
            change to the long-term incentive formula that was applicable to
            Executive immediately prior to the Change of Control that reduces
            the stock options (or other award) at target level of performance;

                        (iii) the relocation of Executive's principal place of
            performing his duties as an employee of Company to a location in
            excess of seventy-five (75) miles from the location that was,
            immediately prior to the Change of Control, Executive's principal
            place of performing his duties as an employee of Company;


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                        (iv) a material reduction in the benefits and
            perquisites provided to Executive by Company or which Executive was
            eligible to receive from Company immediately prior to the Change of
            Control; or

                        (v) Company's terminating this Agreement in violation of
            Section 5 hereof.

      N. Good Reason Termination. "Good Reason Termination" shall mean
Executive's terminating employment with Company following the occurrence of an
event constituting Good Reason, but only if:

                  (i) Executive, within sixty (60) days after being notified of
      or becoming aware of such event, objects to such event by delivering
      Notice of Termination to Company in accordance with Section 6(B) hereof;

                  (ii) Company, having received Notice of Termination pursuant
      to Section 2(N)(i), does not reverse the action or otherwise remedy the
      situation cited in the Notice of Termination as constituting Good Reason
      within ten (10) days after receiving such Notice of Termination; and

                  (iii) Executive terminates employment within three (3) months
      after being notified of or becoming aware of the occurrence of the event
      cited as constituting Good Reason in the Notice of Termination.

      O. Involuntary Termination. "Involuntary Termination" shall mean the
termination of Executive's employment by action of Company within twenty-four
(24) months following a Change of Control for any reason other than Cause;
provided, however, that the termination of Executive's employment by Company
shall not be an Involuntary Termination if, immediately following such
termination of employment, Executive is employed by another employer that is to
abide by the provisions of this Agreement as described in Section 2(G) hereof.

      P. Notice of Termination. "Notice of Termination" shall mean:

                  (i) a notice from Executive to Company advising Company of
      Executive's decision to terminate Executive's employment; or

                  (ii) a notice from Company to Executive advising Executive of
      Company's decision to terminate Executive's employment.

A Notice of Termination shall be delivered or mailed in accordance with Section
6(B) hereof. If a Notice of Termination is from Executive to Company and if
Executive believes such termination


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is for Good Reason, then such Notice of Termination shall specify that such
termination is a termination for Good Reason, the event(s) which Executive
believes constitute Good Reason and the facts and circumstances supporting such
belief of Executive. If a Notice of Termination is from Company to Executive and
if Company believes such termination is for Cause, then such Notice of
Termination shall specify that such termination is for Cause and shall set forth
in reasonable detail the facts and circumstances supporting such belief of
Company.


      Q. Standard Severance Benefits. "Standard Severance Benefits" shall mean
the benefits described in Section 3(A) of the Officer Agreement.

                                    SECTION 3
                               SEVERANCE BENEFITS

      A. Standard Severance Benefits. No benefits shall be payable to Executive
under this Agreement unless and until all conditions specified herein are met,
including, without limitation, the occurrence of a Change of Control with the
necessary subsequent effect on Executive's employment. Prior to the occurrence
of a Change of Control, any severance benefits due to Executive upon termination
of employment with Company will be determined solely under the Officer
Agreement. Executive agrees that, if at any time Executive qualifies for
benefits under this Agreement, the Officer Agreement will terminate
automatically and the terms of the Officer Agreement will be given no further
effect whatsoever (except to the extent such terms are incorporated herein or
items in this Agreement are determined with reference to such terms), Executive
will have no rights whatsoever arising under or in connection with the Officer
Agreement, no payment of any benefits provided for in the Officer Agreement will
be made to Executive and this Agreement will constitute the sole and exclusive
authority for payment of severance benefits to Executive. Regardless of anything
to the contrary in the preceding sentence, if at any time Executive begins
receiving Standard Severance Benefits, this Agreement will terminate
automatically and its terms will be given no further effect whatsoever,
Executive will have no rights whatsoever arising under or in connection with
this Agreement, no payment of any benefits provided for herein will be made to
Executive and the Officer Agreement will constitute the sole and exclusive
authority of payment of severance benefits to Executive.

      B. Executive Severance Benefits. Subject to Sections 3(C), 3(D), 3(E) and
4(D)(ii) hereof, in the event of Executive's Involuntary Termination or Good
Reason Termination, Company shall (a) pay for outplacement services for
Executive of the type customarily provided by Company to senior executives at
the time of Executive's Involuntary Termination or Good Reason Termination; (b)
during the thirty (30) months starting on Date of Termination, continue to
provide executive life insurance that is equivalent to the coverage that Company
provides on behalf of similarly situated executives employed by Company; and (c)
shall pay executive an amount equal to the greater of:


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            (i)   two (2) times Executive's Annual Compensation; or

            (ii)  (x) three (3) times Executive's Base Pay, plus, (y) for a
                  period of thirty (30) months starting on the Date of
                  Termination, an amount equal to the portion of the premiums
                  (to the extent such premiums are due) for Executive's health,
                  dental, and vision that is equivalent to the portion of the
                  premiums for such coverages that Company pays on behalf of
                  similarly situated executives employed by Company during such
                  thirty (30) month period.

Such Executive Severance Benefits will commence as soon as practicable following
the Date of Termination, and (1) in the case of Executive Severance Benefits
under Section 3(B)(c)(i) above, will be paid in twenty-four (24) substantially
equal monthly installments, or (ii) in the case of Executive Severance Benefits
under Section 3(B)(c)(ii)(x) above, in thirty-six (36) substantially equal
monthly installments and, in the case of Executive Severance Benefits under
Section 3(B)(c)(ii)(y) above, in thirty (30) substantially equal monthly
installments. Company's obligation to pay the amounts specified in Section
3(B)(c)(ii)(y) above shall be reduced by any and all amounts Company pays toward
Executive's health, dental and vision with respect to periods after the Date of
Termination.

      C.    Suspension or Termination of Severance Benefits: Nonentitlement.

                  (i) Dispute. If at any time a party to this Agreement notifies
      the other party pursuant to Section 6(B) hereof that one party disputes
      the position of the other party with respect to any provision of this
      Agreement, then Company may at any time elect to suspend some or all
      payments hereunder with respect to Executive (or elect not to commence
      such payments if payments have not yet commenced) until such dispute is
      finally resolved either by mutual written agreement of the parties or a
      binding arbitration award pursuant to Section 6(H) hereof. If pursuant to
      such resolution of the dispute, retroactive payments are to be made to
      Executive or payments representing reimbursements are to be made to
      Company, then unless otherwise provided under such resolution, such
      payments shall bear interest at the rate provided in Section 1274(d)(2)(B)
      of the Code commencing at the time such payments would have been made
      absent dispute (in the case of retroactive payments) or commencing at the
      time such payments were made (in the case of reimbursements).

                  (ii) Subsequent Employment. If at any time while Executive is
      entitled to Executive Severance Benefits hereunder, Executive is employed
      (including employment by Company or an Affiliate of Company, employment by
      any other employer or any form of self-employment) then (a) Company may in
      its discretion at any


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      time following the date of commencement of such employment, pay to
      Executive the aggregate remaining amounts to be paid to Executive under
      Section 3(B)(c)(i) or 3(B)(c)(ii)(x) hereof in a lump sum; and (b)
      payments for outplacement services under Section 3(B)(a) and payments
      under Section 3(B)(c)(ii)(y) hereof shall cease as of the date of
      commencement of such employment, but if payments for outplacement services
      under Section 3(B)(a) and/or payments under Section 3(B)(c)(ii)(y) are
      made by Company subsequent to such date then Company may withhold the
      amount of any such payments from the amount otherwise to be paid pursuant
      to Section 3(B)(c)(ii)(x) hereof, and Executive shall pay to Company on
      demand any such excess amount not so withheld, with such excess amount to
      bear interest at the rate provided in Section 1274(d)(2)(B) of the Code
      commencing thirty (30) days after such demand.

                  (iii) Disability. If Executive is Disabled during any period
      while Executive is entitled to Executive Severance Benefits hereunder,
      then, during any such period that Executive is Disabled, any amounts
      payable under Section 3(B) hereof during such period shall be reduced (but
      not to less than zero) by the amounts paid or to be paid with respect to
      such period to Executive pursuant to any long-term disability plan
      maintained by Company.

                  (iv) Death. If Executive dies during any period while
      Executive is entitled to Executive Severance Benefits hereunder, then a
      lump sum amount equal to the total remaining amounts payable to Executive
      at the time of Executive's death under Section 3(B) hereof shall be paid
      to Executive's Designated Beneficiary; provided, however, that such lump
      sum amount shall be reduced, but not to less than zero, by any amounts
      payable on account of Executive's death to any beneficiary designated by
      Executive other than Company under any Company life insurance program.

                  (v) Criminal Charges. If at any time after Executive Severance
      Benefits become payable hereunder and prior to the completion of the
      payment of such benefits Executive is charged with a felony, or other
      crime involving moral turpitude, which crime relates to activities of
      Executive occurring during the period Executive was employed by Company or
      its predecessor(s) under this Agreement, then Company may suspend such
      payments until such criminal charge is resolved. Company shall resume
      payments and make any retroactive payments (with interest on such
      retroactive payments at the rate provided in Section 1274(d)(2)(B) of the
      Code) commencing at the time such payments would have been made absent
      suspension under this Section 3(C)(v) after such criminal charge is
      resolved; provided, however, that such payments shall cease and no further
      payments shall be made at any time Executive is convicted of, or enters a
      guilty plea to, such crime by or before a court of competent jurisdiction.


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      D. Code Limitations on Benefits. In the event that the aggregate of any
amounts payable to or on behalf of Executive under this Agreement and under any
other plan, agreement or policy of Company or any Affiliate of Company would
otherwise result in the imposition of tax under Section 4999 of the Code due to
an excess parachute payment, as determined by Company's independent auditors,
then the amounts payable to or on behalf of Executive under this Agreement shall
be reduced to the extent necessary (but not below zero) so that such aggregate
amounts shall not be a parachute payment. For purposes of determining any
limitation under this Section 3(D): (a) no portion of any benefit the receipt or
enjoyment of which Executive shall have effectively waived in writing shall be
taken into account, and (b) the value of any non-cash benefit or any deferred
payment or benefit shall be determined by Company's independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If
Company's independent auditors determine that payment that would be a parachute
payment has been made to Executive hereunder, then the excess of (a) the amount
of such payment actually made hereunder over (b) the amount that could be paid
hereunder without any amount payable hereunder being a parachute payment, shall
constitute a loan by Company to Executive, payable to Company upon demand with
interest at the rate provided in Section 1274(d)(2)(B) of the Code commencing as
of the date or dates of payment by Company of such excess amount.

      E. General Waiver and Release. Notwithstanding any provision to the
contrary in this Agreement, Executive acknowledges that in addition to other
conditions set forth in this Agreement, Executive Severance Benefits shall be
conditioned upon the prior execution by Executive of a general waiver and
release (hereinafter referred to as "Waiver") as described in this Section 3(E),
and Executive shall not be eligible for Executive Severance Benefits unless and
until Executive has executed the Waiver within twenty-one (21) days following
the later of Executive's termination of employment. The Waiver shall be
substantially in the form attached hereto as Exhibit A and shall generally waive
all claims Executive has or may have against Company or an Affiliate of Company,
and any successors or predecessors thereto, and shall release Company and all
Affiliates of Company, and any successors and predecessors thereto, from all
liability with respect to any such claims; provided, however, that Executive
shall not waive, and there shall be no release with respect to, any claim (other
than a claim disputing the validity of this Section 3(E) or the Waiver) of
Executive to enforce any one or more of the provisions of this Agreement. The
foregoing notwithstanding, the Waiver attached hereto as Exhibit A may be
modified by Company at any time during the term of this Agreement.

                                    SECTION 4
                              EXECUTIVE'S COVENANTS

      A. Employee Statement. Executive agrees to abide by the Employee Statement
(including, but not limited to, the Company Statement of Corporate Ethics).


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      B. Covenant Not To Disclose. Executive acknowledges that during the course
of Executive's employment with Company, Executive has or will have access to and
knowledge of certain information and data which Company considers confidential,
and that the release of such information or data to unauthorized persons could
be detrimental to Company or an Affiliate of Company. As a consequence,
Executive hereby agrees and acknowledges that Executive owes a duty to Company
not to disclose, and agrees that, during and after the term of Executive's
employment, Executive will not communicate, publish or disclose to any person
anywhere or use any Confidential Information (as defined below) for any purpose
except in accordance with the prior written consent of Company, where necessary
or appropriate to carry out Executive's duties as an employee of Company, or as
required by law or legal process. Executive will use Executive's best efforts at
all times to hold in confidence and to safeguard any Confidential Information
from becoming known by any unauthorized person and, in particular, will not
permit any Confidential Information to be read, duplicated or copied except in
accordance with the prior written consent of Company, where necessary or
appropriate to carry out Executive's duties as an employee of Company, or as may
be required by law or legal process. Executive will return to Company all
Confidential Information in Executive's possession or under Executive's control
when the duties of Executive as an employee of Company no longer require
Executive's possession thereof, or whenever Company shall so request, and, in
any event, will promptly return all such Confidential Information if Executive's
employment with Company terminates and will not retain any copies thereof. For
the purpose of this Agreement, "Confidential Information" shall mean any
information or data used by or belonging or relating to Company or an Affiliate
of Company which, if disclosed, could be detrimental to Company or an its
Affiliate, including, but not limited to, any such information relating to
Company's, or its Affiliate's, members or insureds, trade secrets, proprietary
data and information relating to Company's, or its Affiliate's, past, present or
future business, price lists, client lists, processes, procedures or standards,
know-how, manuals, business strategies, records, drawings, specifications,
designs, financial information, whether or not reduced to writing, or any other
information or data which Company advises Executive is Confidential Information.

      C. Covenant Not to Compete.

                  (i) Executive agrees that during the term of Executive's
      employment by Company and for a period consisting of the greater of: (i)
      the period over which any Executive Severance Benefits are to be paid
      under this Agreement (whether or not payment is accelerated hereunder), or
      (ii) one year from and after the termination of Executive's employment
      (such term of employment and applicable subsequent period are referred to
      collectively herein as the "Noncompetition Period"), Executive will not
      directly or indirectly, without the express prior written consent of
      Company:

                              (a) own or have any interest in or act as an
            officer, director, partner, principal, employee, agent,
            representative, consultant to or


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            independent contractor of, any person, firm, corporation,
            partnership, business trust, limited liability company or any other
            entity or business located in or doing business in Company's
            geographic market which during the Noncompetition Period is engaged
            in competition in any substantial manner with Company or an
            Affiliate of Company, provided Executive in any such capacity
            directly or indirectly performs services in an aspect of such
            business which is competitive with Company or an Affiliate of
            Company;

                              (b) divert or attempt to divert clients, customers
            or accounts of Company which are clients, customers or accounts
            during the Noncompetition Period; or

                              (c) hire, or attempt to solicit to hire, for any
            other person, firm, company, corporation, partnership, business
            trust, limited liability company or any other entity, whether or not
            owned (in whole or in part) by Executive, any current employee of
            Company as of the time of such hire (or attempt to solicit to hire)
            or former employee of Company who has been employed by Company
            within the twelve (12) month period immediately preceding the date
            of such hire or attempt to solicit to hire.

                  (ii) With respect to Executive's obligations under this
      Section 4(C), Executive acknowledges that Company's geographic market is:
      (a) the State of Missouri; and (b) a seventy-five (75) mile radius
      surrounding each of St. Louis, Missouri and Kansas City, Missouri.

                  (iii) The restrictions contained in this Section 4(C) are
      considered by the parties hereto to be fair, reasonable and necessary for
      the protection of the legitimate business interests of Company.

                  (iv) Executive acknowledges that Executive's experience and
      capabilities are such that, notwithstanding the restrictions imposed in
      this Section 4(C), he believes that he can obtain employment reasonably
      equivalent to his position with Company, and an injunction against any
      violation of the provisions of this Section 4(C) will not prevent
      Executive from earning a livelihood reasonably equivalent to that provided
      through his position with Company.

      D. Certain Remedies.

                  (i) Recognizing that irreparable injury will result to Company
      in the event of the breach or threatened breach of any of the foregoing
      covenants and assurances by Executive contained in this Section 4, and
      that Company's remedies at law for any


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      such breach or threatened breach will be inadequate, if after written
      notice of breach delivered or mailed to Executive in accordance with
      Section 6(B) hereof Executive takes no satisfactory action to remedy such
      breach and abide by this Agreement, or absent such notice in the event
      such breach cannot be remedied, then Company, in addition to such other
      rights or remedies which may be available to it (including, without
      limitation, recovery of monetary damages from Executive), shall be
      entitled to an injunction, including a mandatory injunction, to be issued
      by any court of competent jurisdiction ordering compliance with this
      Agreement or enjoining and restraining Executive, and each and every
      person, firm or company acting in concert or participation with Executive,
      from the continuation of such breach and, in addition thereto, Executive
      shall pay to Company all ascertainable damages, including costs and
      reasonable attorneys' fees, sustained by Company by reason of the breach
      or threatened breach of said covenants and assurances.

                  (ii) In addition to the remedies described in Section 4(D)(i),
      in the event of a material breach of this Agreement by Executive Company
      shall no longer be obligated to pay any benefits to Executive under this
      Agreement.

                  (iii) The covenants and obligations of Executive under this
      Section 4 are each independent covenants and are in addition to and not in
      lieu of or exclusive of any other obligations and duties of Executive to
      Company, whether express or implied in fact or in law.

                                    SECTION 5
                      AMENDMENT OR TERMINATION OF AGREEMENT

      Company may terminate this Agreement effective as of any date by giving
Executive, in accordance with Section 6(B) hereof, at least one hundred eighty
(180) days' prior written notice of such termination of this Agreement,
specifying the effective date of such termination; provided, however, that
Company may not terminate this Agreement within twenty-four (24) months
following a Change of Control, even if notice of termination of this Agreement
was given prior to such Change of Control. No notice of termination of this
Agreement shall be given any effect whatsoever, and Executive's and Company's
obligations under this Agreement shall continue as if such notice of termination
had not been given, in the event that, while this Agreement remains in effect
during the notice period, a Change of Control occurs and/or Executive incurs
termination for Cause, Involuntary Termination or Proper Reason Termination.
Regardless of anything to the contrary in this Agreement, no termination of this
Agreement shall terminate Executive's obligations under Sections 4(A) and (B) of
this Agreement. Company and Executive may amend this Agreement at any time by
written instrument signed by Company and Executive.


Revised March 5, 2001                    13
<PAGE>   14
                                    SECTION 6
                                  MISCELLANEOUS

      A. Employment. This Agreement does not, and shall not be construed to,
give Executive any right to be retained in the employ of Company, and no rights
granted under this Agreement shall be construed as creating a contract of
employment. The right and power of Company to dismiss or discharge Executive "at
will" is expressly reserved.

      B. Notice. For the purpose of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt requested, postage prepaid, addressed as
follows:

            If to Company:

                        Human Resources Department
                        Attention: Vice President of Human Resources
                        1831 Chestnut Street
                        St. Louis, MO 63103-2275

            If to Executive:

                        Last known address shown on records of Company

or to such other address as either party may have furnished to the other in
writing, except that notice of change of address shall be effective only upon
receipt.

      C. Entire Agreement. This Agreement cancels and supersedes all previous
and contemporaneous agreements (other than the Officer Agreement) relating to
the subject matter of this Agreement, written or oral, between the parties
hereto (including the Prior Agreement (as defined below)) and contains the
entire understanding of the parties hereto and shall not be amended, modified or
supplemented in any manner whatsoever except as otherwise provided herein. The
term "Prior Agreement" means that certain Executive Severance Agreement, dated
_________, ____, between Executive and RightCHOICE Managed Care, Inc., a
Missouri corporation ("Old RightCHOICE").

      D. Effect of 2000 Reorganization. Company and Executive acknowledge and
agree that the reorganization of RightCHOICE's predecessor, Old RightCHOICE, on
November 30, 2000, constituted a "Change in Control" under the Prior Agreement
and shall, anything to the contrary in this Agreement notwithstanding,
constitute a "Change of Control" under this Agreement. Company and Executive
also acknowledge and agree that, as a result of the


Revised March 5, 2001                    14
<PAGE>   15
occurrence of the Change of Control, in the event of Executive's Involuntary
Termination or Good Reason Termination prior to November 30, 2002, Executive
shall, subject to the terms and conditions hereof, be entitled to the severance
benefits and payments described in this Agreement, and Executive shall not be
entitled to any severance benefits or other payments under the Prior Agreement
(which has been cancelled and superseded by this Agreement). Company and
Executive further acknowledge and agree that the prior occurrence of a Change of
Control under this Agreement on November 30, 2000 shall not be deemed to limit
additional future Changes of Control under this Agreement.

      E. Captions. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall in no way restrict or
otherwise modify any of the terms or provisions hereof.

      F. Governing Law. This Agreement and all rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Missouri without regard to that
state's choice of law provisions.

      G. Assignment. This Agreement is personal and not assignable by Executive,
but it may be assigned by Company, without notice to or consent of Executive, to
any assignee provided such assignee agrees to abide by and be bound by the
provisions of this Agreement and this Agreement shall thereafter be enforceable
by such assignee. During Executive's lifetime this Agreement and all rights and
obligations of Executive hereunder shall be enforceable by and binding upon
Executive's guardian or other legal representative in the event Executive is
unable to act on his own behalf for any reason whatsoever, and upon Executive's
death this Agreement and all rights and obligations of Executive hereunder shall
inure to the benefit of and be enforceable by and binding upon Executive's
Designated Beneficiary.

      H. Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

      I. Binding Arbitration. Any dispute or controversy arising under or in
connection with this Agreement shall be settled exclusively by binding
arbitration in St. Louis, Missouri, in accordance with the rules of the American
Arbitration Association then in effect; provided, however, that, regardless of
anything to the contrary in the rules of the American Arbitration Association,
the arbitrator shall have authority to review all findings of fact,
determinations of benefits and interpretations of this Agreement made by Company
and to overturn same, and substitute a different finding of fact, determination
of benefits or interpretation of this Agreement therefor, if the arbitrator
determines, based on the record in such arbitration and such other factors as he
determines are relevant, that he would have made a different finding of fact,
determination of benefits or interpretation of this Agreement than Company made
in any


Revised March 5, 2001                        15
<PAGE>   16
particular instance. Judgment may be entered on the arbitrator's award in any
court having jurisdiction.

      J. Invalidity of Provisions. In the event that any provision of this
Agreement is adjudicated to be invalid or unenforceable under applicable law,
the validity or enforceability of the remaining provisions shall be unaffected.
To the extent that any provision of this Agreement is adjudicated to be invalid
or unenforceable because it is overbroad, that provision shall not be void but
rather shall be limited only to the extent required by applicable law and shall
be enforced as so limited.

      K. Waiver of Breach. Failure of Company to demand strict compliance with
any of the terms, covenants or conditions hereof shall not be deemed a waiver of
that term, covenant or condition, nor shall any waiver or relinquishment by
Company of any right or power hereunder at any one time or more times be deemed
a waiver or relinquishment of that right or power at any other time or times.

      L. Pronouns. Pronouns in this Agreement used in the masculine gender shall
also include the feminine gender.

      M. Withholding of Taxes. Company shall cause taxes to be withheld from
amounts paid pursuant to this Agreement as required by law, and to the extent
deemed necessary by Company may withhold from amounts payable to Executive by
Company outside of this Agreement amounts equal to any taxes required to be
withheld from payments made pursuant to this Agreement, unless Executive has
previously remitted the amount of such taxes to Company.

      N. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of any successors and/or assigns of Company.

      O. Legal Expenses. Company shall reimburse Executive for all reasonable
legal and other fees and expenses incurred to secure, preserve or establish
entitlement to severance benefits under this Agreement. Company shall reimburse
Executive for such fees and expenses on a monthly basis within ten (10) days
after Executive's request for reimbursement accompanied by evidence that the
fees and expenses were incurred. Company's reimbursement shall include a tax
gross-up payment in respect of the federal, state and local taxes incurred by
Executive with respect to the reimbursement of fees and expenses received under
this Section 6(O).


THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES.


Revised March 5, 2001                    16
<PAGE>   17
IN WITNESS WHEREOF, Company has caused this Agreement to be duly executed in
duplicate, and Executive has hereunto set his hand, on the day and year first
above written.



                              RIGHTCHOICE MANAGED CARE, INC.

                              By: /s/ John O'Rourke
                                  ----------------------------------
                              Title: Chairman & CEO
                                     -------------------------------

                        Subscribed and sworn to before me, a Notary Public, this
                        20th day of March , 2002.

                              /s/ Annette L. Range
                        --------------------------------------------
                                  Notary Public

                        My Commission Expires:  August 12, 2002

[NOTARY PUBLIC SEAL]


                              /s/ Sandra Van Trease
                        --------------------------------------------
                                    Executive


                        Subscribed and sworn to before me, a Notary Public, this
                        20th day of March , 2001.

                              /s/ Annette L. Range
                        --------------------------------------------
                                  Notary Public

                        My Commission Expires: August 12, 2002

[NOTARY PUBLIC SEAL]


                                       17
Revised March 5, 2001
<PAGE>   18
                                    EXHIBIT A

                      GENERAL WAIVER AND RELEASE AGREEMENT


      This General Waiver and Release Agreement ("Agreement") is made and
entered into by and among ________________ (hereinafter, "Officer") and
RightCHOICE Managed Care, Inc. (which is an independent licensee of the Blue
Cross and Blue Shield Association). (RightCHOICE Managed Care, Inc. and its
affiliates and subsidiaries are referred to, collectively and/or individually,
as appropriate in the context, as the "Company").

      WHEREAS, Officer's active employment ended on ___/___/___; and

      WHEREAS, Officer and the Company on ___/___/___ entered into an Officer
Severance Agreement (attached at Tab A) and Executive Severance Agreement
(attached at Tab B) (collectively, "Severance Agreement"); and Officer wants to
begin receiving benefits under the Severance Agreement; and

      WHEREAS, among other conditions, the Severance Agreement specifically
requires Officer to execute a Waiver in order to receive such benefits; and

      WHEREAS, Officer and the Company wish to resolve all matters and disputes
between and among them related to the employment of Officer and his/her
separation from employment;

      NOW THEREFORE, for and in consideration of the covenants and
understandings set forth herein, and for other good and valuable consideration,
which each party hereby acknowledges, it is agreed as follows:


Revised March 5, 2001                                                     Page 1
<PAGE>   19
      1. Termination. Officer's termination of employment with the Company
qualifies as [describe applicable type of termination] within the meaning of the
Severance Agreement. Officer agrees that he/she will not apply for rehire or
otherwise seek reinstatement at the Company, its subsidiaries or affiliates.
Officer expressly waives any requirement of a Notice of Termination or any other
notice or process, if any, as may be required under the Severance Agreement. The
parties agree that Officer's last day of active employment with the Company is
________ ("last day of active employment").

      2. Compensation and Benefits. [To be completed based upon type of
termination.]

      3. Non-Competition and Non-Disclosure Restrictions. Officer and the
Company acknowledge that a non-competition restriction contained in Section 4 of
the Officer Severance Agreement (attached at Tab A) and Executive Agreement
(attached at Tab B), characterized as a "Covenant Not to Compete," is
incorporated by reference herein and is reaffirmed by this Agreement and shall
be in full force and effect for a period of ________ months, commencing on the
effective date of this Agreement. Officer also reaffirms and agrees to abide by
the non-disclosure provisions, characterized as a "Covenant Not to Disclose,"
contained in Section 4 of the aforementioned Officer Severance Agreement and
Executive Agreement and incorporated by reference herein. Officer recognizes and
agrees that a substantial part of the consideration identified in Paragraph 2 of
this Agreement is consideration for Officer's agreement to abide by the
non-competition and non-disclosure restrictions identified in this Paragraph 3.
Further, pursuant to Section 4(B) of the Severance Agreement, Officer will
promptly return to the Company all Confidential Information (as that term is
defined in the Severance Agreement) in Officer's possession and will not retain
any copies thereof.


Revised March 5, 2001                    2
<PAGE>   20
      4. Non-Disparagement. Officer agrees that he/she will not make derogatory
or negative comments, whether true or false, pertaining to the Company or any of
its subsidiaries or other affiliated entities, or their respective current or
former officers, directors and/or employees. Officer further agrees that he/she
will not make or cause to be made any comments, statements or the like to the
media or to others that may be considered to be derogatory or detrimental to the
good name or business reputation of the Company or the aforementioned persons or
entities. The Company specifically reserves the right to suspend or terminate
benefits under this Agreement and the Severance Agreement, if, subsequent to the
execution of this Waiver, the Company becomes aware of information, or an event
occurs, which indicates noncompliance with this paragraph or which would
otherwise result in a suspension or termination of such benefits in accordance
with the provisions of the Severance Agreement.

      5. Confidentiality of Agreement. Officer agrees that he/she will not
disclose, publicize, or cause to be publicized in any manner, by statements or
by conduct, directly or indirectly, any terms or condition of this Agreement,
any underlying facts and circumstances pertaining to this Agreement, or any
payments or other actions taken by the Company pursuant to this Agreement,
except to Officer's attorneys or professional tax advisors as required for
purposes of compliance with tax laws or as required by order of a court of
competent jurisdiction. The attorneys and professional tax advisors of Officer
will be made aware of these confidentiality provisions prior to any disclosure
and shall be


Revised March 5, 2001                    3
<PAGE>   21
required to comply with said provisions. Officer agrees to advise the Company of
any attempt to compel testimony regarding the terms and conditions of this
Agreement, the underlying facts and circumstances of this Agreement, or any
payments or other actions taken by the Company pursuant to this Agreement as
soon as practicable, and in any event prior to so testifying, so as to allow
challenge to compelling said testimony. Officer agrees that if anyone except
those persons specifically excepted above makes any inquiries concerning the
terms and conditions of this Agreement, the underlying facts and circumstances
giving rise to this Agreement, or any payments or other actions taken by the
Company pursuant to this Agreement, he/she will respond only that "the matter
has been amicably resolved." This provision and this Agreement are entered into
by the Company based upon the material express representations of Officer that
no publication or public presentation of the facts or circumstances surrounding
this dispute or its settlement is planned or pending as a result of disclosure
by Officer, his/her attorney (if any), physicians, counselors, associates,
personal friends, or family members. For purposes of this Agreement,
"Disclosure" shall mean any communication, including, but not limited to,
conversations, interviews, speeches, articles, writings, or notes.

      6. Release. For and in consideration of the covenants, terms and
conditions set forth in this Agreement, Officer, for himself/herself and his/her
heirs, agrees to and does hereby waive, covenant not to sue, releases, and
forever discharges the Company, and each and every one of the Company's
subsidiaries and other affiliated entities, and their respective agents,
officers, executives, employees, successors, predecessors,


Revised March 5, 2001                    4
<PAGE>   22
attorneys, trustees, directors, and assigns (hereafter in this Paragraph 6, all
of the foregoing shall be included in the term "Company"), from and with respect
to all matters, claims, charges, demands, damages, causes of action, debts,
liabilities, controversies, judgments, and suits of every kind and nature
whatsoever, foreseen or unforeseen, known or unknown, arising prior to the date
this Agreement becomes effective and including, but not limited to, those in any
way related to Officer's employment and/or termination of employment. This
release expressly includes, but is not limited to, any claim or cause of action
related to the Severance Agreement, any claim based on alleged breach of an
actual or implied contract of employment between Officer and Company, any claim
based on alleged unjust or tortious discharge, claims arising out of tort,
contract or implied contract, equity, implied covenant, invasion of privacy,
defamation, personal injury, wrongful discharge, emotional distress,
discrimination (whether based on race, sex, age, color, national origin,
religion, disability, or any other class protected by law), harassment,
retaliation, claims for workers' compensation benefits, claims for unpaid wages,
any claim under the Age Discrimination in Employment Act, 29 U.S.C. Section  621
et seq., 42 U.S.C. Section  1981, Title VII of the Civil Rights Act of 1964, as
amended, 42 U.S.C. Section  2000e et seq., the Civil Rights Act of 1866, 42
U.S.C. Section  1981, the Americans With Disabilities Act, 42 U.S.C. Section
12101, et seq., the Employee Retirement Income Security Act of 1974, as amended,
29 U.S.C. Section  1001, et seq., the Family Medical Leave Act, 29 U.S.C.
Section  2601 et seq., the Missouri Service Letter Statute, Section  290.140
RSMo, the Missouri Human Rights Act, Section  213.010 RSMo et seq. any claim
under the Fair Labor Standards Act


Revised March 5, 2001                    5
<PAGE>   23
of 1938, 29 U.S.C. Section 201 et seq., any claim under common law,
and any claim under any federal, state or local statute, regulation,
constitution, order or executive order, and/or any other basis, including
damages of any type or description, (including, without limitation, punitive,
compensatory or statutory), and expenses of any type or description, including
but not limited to attorneys' fees or costs. Officer further agrees that in the
event that any person or entity should bring a charge, claim, complaint, or
action on his/her behalf, he/she hereby waives and forfeits any right to
recovery under said claim and will exercise every good faith effort to have such
claim dismissed.

      Notwithstanding the above, Officer shall not waive, and there shall be no
release with respect to, any claim (other than a claim disputing the validity of
Section 3(D) of the Officer Severance Agreement and Section 3(E) of the
Executive Severance Agreement or the provisions of this Waiver) of Officer to
enforce any one or more of the provisions of the Severance Agreement.

      7. Affirmation. Officer affirms that he/she has made no charge, claim,
complaint or action against the Company in any government agency or court and
that no such matter is pending

      8. Knowing and Voluntary Waiver. Officer hereby acknowledges that he/she
is entering into this Agreement knowingly and voluntarily and understands that
he/she is waiving valuable rights to which he/she may otherwise be entitled.
Officer hereby acknowledges that he/she has been advised to consult with an
attorney regarding this Agreement. Officer further acknowledges that he/she can
take up to twenty-one (21)


Revised March 5, 2001                    6
<PAGE>   24
calendar days to execute this Agreement (up to 5 p.m. on ______, ____) and fully
understands the effect of signing this document.

      If Officer is age 40 or over, Officer acknowledges that he/she will have
seven (7) days after executing this Agreement in which to rescind it and that
this Agreement will not become effective (and that he/she is entitled to no
compensation or other benefits under this Agreement) until eight (8) days after
its execution. Officer acknowledges that a significant part of the salary
continuation and other benefits and reimbursements provided in this Agreement is
consideration for waiving any claim of age discrimination under the Age
Discrimination in Employment Act, 29 U.S.C. Section 621 et seq.

      9. Cooperation. Officer agrees to cooperate in a reasonable manner with
representatives of the Company, including counsel, in legal matters for three
years following the execution of this Agreement. Officer agrees to make
himself/herself available upon three days notice from the Company, or its
attorneys, to meet with and consult with representatives and/or counsel and to
be interviewed by same, to provide documents, to be deposed, to testify at a
hearing or trial or to accede to any other reasonable request by the Company in
connection with any threatened legal claim or any lawsuit either currently
pending against the Company or any lawsuit filed after Officer's separation that
involves issues relating to Officer's actions, job responsibilities or to
decisions made by him/her during his/her employment with the Company.

      10. Injunctive Relief. In the event of a breach or threatened breach of
any of Officer's duties and obligations under this Agreement, the Company shall
be entitled, in


Revised March 5, 2001                    7
<PAGE>   25
addition to any other legal or equitable remedies the Company may have in
connection therewith (including any right to damages that the Company may
suffer), to a temporary, preliminary and/or permanent injunction restraining
such breach or threatened breach. Officer agrees that he will pay the reasonable
attorney's fees, costs and expert fees, as they are incurred by the Company, in
the event of a breach or threatened breach of this Agreement. Notwithstanding
the preceding, the parties agree that nothing in this Paragraph 10 shall be
construed to require Officer to pay Company's attorneys' fees, expert witness
fees or damages (except as attorneys' fees, expert witness fees or damages are
allowed by existing law (including but not limited to awards for frivolous or
bad faith litigation)) as the result of Officer initiating a claim, charge or
suit under the Age Discrimination Employment Act ("ADEA") or otherwise
challenging the waiver in this Agreement of a claim under the ADEA.

      11. Invalidity of Provisions. In the event that any provision of this
Agreement is adjudicated to be invalid or unenforceable under applicable law,
the validity or enforceability of the remaining provisions shall be unaffected.
To the extent that any provision of this Agreement is adjudicated to be invalid
or unenforceable because it is overbroad, that provision shall not be void but
rather shall be limited only to the extent required by applicable law and
enforced as so limited.

      12. Governing Law. This Agreement shall be construed and governed by the
laws of the State of Missouri.


Revised March 5, 2001                    8
<PAGE>   26
      13. Disclosure. Officer hereby represents, acknowledges, and warrants that
Officer has disclosed to Company any information known to Officer concerning any
conduct involving Company that Officer has any reason to believe may be unlawful
or involve any false claims to the United States.

      14. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of any successors or assigns of the Company and the heirs and
personal representatives of Officer.

      15. Non-Admission. No actions taken by the Company, either previously or
in connection with this Agreement, shall be deemed or construed to be an
admission of the truth or falsity of any allegation or claim, or any
acknowledgment by and of the Company of any liability to Officer or to any
person for any other claim, demand or action, all liability being expressly
denied by the Company.

      16. Entire Agreement. This Agreement and any attachments hereto constitute
the entire agreement of the parties pertaining to the subject matter addressed
herein. The parties fully understand and agree to the terms and provisions of
this Agreement. This Agreement may not be modified, amended or waived without
the express prior written consent of both the Company and the Officer.

      17. Miscellaneous. Separate copies of the document shall constitute
original documents which may be signed separately but which together will
constitute one single agreement.


Revised March 5, 2001                    9
<PAGE>   27
      IN WITNESS WHEREOF, the undersigned have executed this General Waiver and
Release Agreement.

      I HAVE READ THIS GENERAL WAIVER AND RELEASE, UNDERSTANDING ALL ITS TERMS,
AND SIGN IT AS MY FREE ACT AND DEED.


Date:_____________________________         ____________________________________
                                           Officer:

      Subscribed and sworn to before me, a Notary Public, this ________ day of
____________, ____.


                                          ____________________________________
                                          Notary Public

My Commission Expires:

_________________________________

      I HAVE READ THIS GENERAL WAIVER AND RELEASE, UNDERSTANDING ALL ITS TERMS,
AND SIGN IT ON BEHALF OF THE COMPANY AS THE FREE ACT AND DEED OF THE COMPANY
WITH FULL AUTHORITY TO EXECUTE THIS DOCUMENT ON BEHALF OF THE COMPANY.

Date:_____________________________


                                          COMPANY

                                          By:__________________________________

                                          Name:________________________________

                                          Title:_______________________________


Revised March 5, 2001                  10
<PAGE>   28
      Subscribed and sworn to before me, a Notary Public, this _________ day of
__________, ____.



                                          _____________________________________
                                          Notary Public

My Commission Expires:

__________________________________



Revised March 5, 2001                  11