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                                                                   Exhibit 10.49

                        AMENDED AND RESTATED STATE INCOME

                            TAX ALLOCATION AGREEMENT

         THIS AMENDED AND RESTATED STATE INCOME TAX ALLOCATION AGREEMENT (this
"Agreement") is made and entered into as of November 30, 2000, by and among
RIGHTCHOICE MANAGED CARE, INC., a Delaware corporation ("Parent"), and
DIVERSIFIED LIFE INSURANCE AGENCY OF MISSOURI, INC. ("DLIAM"), HMO MISSOURI,
INC. ("HMO Missouri"), HEALTHLINK, INC. ("HealthLink"), PREFERRED HEALTH PLANS
OF MISSOURI, INC. ("PHPMo"), FORTY-FOUR FORTY-FOUR FOREST PARK REDEVELOPMENT
CORPORATION ("Forest Park"), R & P REALTY, INC. ("R & P") and C & S PROPERTIES,
INC. ("C & S") (hereinafter referred to individually as a "Subsidiary" or
collectively as "Subsidiaries").

                                   WITNESSETH:

         WHEREAS, RightCHOICE Managed Care, Inc., a Missouri corporation
("RightCHOICE"), DLIAM, HMO Missouri, HealthLink and PHPMo entered into that
certain State Income Tax Allocation Agreement dated September 30, 1999 (as the
same may have been amended from time to time, the "Original Agreement");

         WHEREAS, RightCHOICE and its parent, Blue Cross and Blue Shield of
Missouri ("BCBSMo"), entered into that certain State Income Tax Allocation
Agreement dated September 30, 1999 (as the same may have been amended from time
to time, the "BCBSMo Agreement");

         WHEREAS, BCBSMo, Forest Park, R & P and C & S entered into that certain
State Income Tax Allocation Agreement dated June 10, 1999 (as the same may have
been amended from time to time, the "BCBSMo Subsidiary Agreement");

         WHEREAS, BCBSMo merged into Parent on the effective date of this
Agreement and, subsequent to that merger, RightCHOICE also merged into Parent;

         WHEREAS, as a result of the merger of BCBSMo into Parent and
RightCHOICE into Parent, the successor-in-interest to BCBSMo, the parties desire
to terminate and replace the BCBSMo Agreement and the BCBSMo Subsidiary
Agreement, to add Forest Park, R & P and C & S as parties to the Original
Agreement and to amend and restate the Original Agreement as hereinafter
provided;

         WHEREAS, to the extent this Agreement conflicts or is inconsistent with
any term or condition of the Original Agreement, the terms and conditions of
this Agreement shall supersede such term or condition in the Original Agreement;

         WHEREAS, Parent and Subsidiaries are members of an affiliated group of
corporations within the meaning of section 1504(a)(1) of the Internal Revenue
Code of 1986 (the "Code") for which Parent is the parent corporation;

         WHEREAS, Parent and its eligible subsidiaries (the "Consolidated
Group") have elected and consented to file and do file consolidated state income
tax returns; and

         WHEREAS, the parties to this Agreement wish to agree on the payment of
tax liabilities between Parent and the Subsidiaries in a manner pursuant to
which each Subsidiary pays Parent an amount of state income tax based upon the
amount of state income taxes which would be payable by the Subsidiary if it
filed a separate state income tax return, which includes the income, gain, loss
and deductions of Subsidiary;

         NOW, THEREFORE, Parent and each Subsidiary hereby agrees as follows:
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I.       Consolidated Return.

         Parent and its includible subsidiaries, including the Subsidiaries,
         have elected to file consolidated state income tax returns for the
         taxable period ending December 31, 2000, and for any subsequent taxable
         period for which the Consolidated Group is permitted to file a
         consolidated state income tax return. Each of the Subsidiaries agree to
         file such consents and other documents and to take such action as may
         be necessary to carry out the purposes and provisions of this
         paragraph.

II.      Calculation of Separate Company State Income Tax Liability.

         A.       Beginning with the period ended December 31, 2000, and for
                  each tax year thereafter, each Subsidiary will calculate the
                  state income tax liability for each Subsidiary (for the period
                  during which such Subsidiary was a direct or indirect
                  subsidiary of Parent), as if such Subsidiary were to file a
                  separate state income tax return for such period.

III.     Liability for Tax Payments - State.

         A.       If a Subsidiary would be subject to state income tax liability
                  resulting from the calculation required by Paragraph II,
                  above, such Subsidiary shall pay such liability to Parent.

         B.       If a Subsidiary has a net operating loss for the period, such
                  Subsidiary will be entitled to a refund from the Parent at
                  such time as the Subsidiary can utilize the net operating loss
                  if it filed a separate state income tax return.

         C.       Parent agrees to be the sole agent for Subsidiary and to act
                  in its own name in all matters relating to the corporation
                  state income tax liability, including payment of such
                  liability, for any year in which it elects or is required to
                  file a consolidated state income tax return.

IV.      Method and Time of Payment.

         Any amount to be paid by a Subsidiary to Parent or by Parent to a
         Subsidiary by reason of paragraph III shall be paid quarterly based on
         Subsidiary's estimated tax liability. The quarterly payment shall be
         made in time to reasonably permit Parent to make required estimated
         payments or final settlements with the state.

V.       Adjustment of Tax Liability.

         In the event of any adjustment of the tax liability as to the
         consolidated state income tax return of the Consolidated Group, by
         reason of the filing of an amended return, a tentative loss carryback
         refund application, claim for refund, or arising out of a federal or
         state audit, the liability of the Parent and Subsidiary hereunder shall
         be redetermined after fully giving effect to any such adjustment as if
         such adjustment had been a part of the original computation, including
         any interest and penalties attributable to any such adjustment.

VI.      Successors, Assign.

         The provisions and terms of this Agreement shall be binding on and
         inure to the benefit of any successor, by merger, acquisition of assets
         or otherwise, to any of the parties hereto.


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VII.     Duration.

         With respect to each Subsidiary, unless earlier terminated by mutual
         agreement of the parties, this Agreement shall remain in effect with
         respect to all taxable years for which consolidated state income tax
         return are filed by the Consolidated Group and such Subsidiary is
         included as a member of the Consolidated Group. Earnings and Profits
         Adjustments.

         This Agreement is not intended to establish the method by which the
         earnings and profits of each member of the Consolidate Group will be
         determined.

VIII.    Miscellaneous.

         This Agreement contains the entire agreement among the parties hereto,
         and supersedes any prior written or oral understanding or agreement
         among the parties with respect to the settlement of state income taxes.
         No modification, extension, renewal, recession, termination or waiver
         of any of the provisions contained herein shall be binding upon any
         party unless made in writing and signed on its behalf by one of its
         officers.

IX.      GOVERNING LAW.

         THE PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED IN
         ACCORDANCE WITH THE LAWS OF MISSOURI.


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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officer, and the amendment and restatement of
the Original Agreement is effective as of November 30, 2000.

<TABLE>
<S>                                              <C>
PREFERRED HEALTH PLANS OF MISSOURI, INC.         RIGHTCHOICE MANAGED CARE, INC., a
                                                 Delaware corporation


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     Chairman                                         President and Chief Executive Officer


DIVERSIFIED LIFE INSURANCE AGENCY                HMO MISSOURI, INC.
OF MISSOURI, INC.


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     Chairman                                         Chairman and President


HEALTHLINK, INC.                                 FORTY-FOUR FORTY-FOUR FOREST PARK
                                                 REDEVELOPMENT CORPORATION


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     Chairman                                         President

R & P REALTY, INC.                               C & S PROPERTIES, INC.


By:  /s/ John A. O'Rourke                        By:  /s/ John A. O'Rourke
    --------------------------------------           --------------------------------------
     John A. O'Rourke                                 John A. O'Rourke
     President                                        President
</TABLE>


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