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Agreement for Senior Vice Presidents


                                                                   EXHIBIT 10.38

                           OFFICER SEVERANCE AGREEMENT

         THIS OFFICER SEVERANCE AGREEMENT (this "Agreement") is entered into as
of the 19th day of March, __2001, by and between RightCHOICE Managed Care,
Inc., a Delaware corporation ("RightCHOICE"), and John Seidenfeld (the
"Officer").

                              W I T N E S S E T H:

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

         WHEREAS, as a condition of Officer's employment, Officer agrees to be
bound by certain covenants set forth herein and RightCHOICE agrees to provide
Officer certain severance benefits upon the terms and conditions set forth
herein.

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

                                    SECTION 1
                                TERM OF AGREEMENT

         This Agreement shall be effective as of the day 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 mean any corporation or other legal
entity that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the person or
entity specified; provided, however, that no corporation or entity shall be
considered an Affiliate solely because of its direct or indirect ownership of an
interest in The Epoch Group, L.C.; and, provided further, that no person or
entity that is regularly in the business of lending money shall be deemed to be
an Affiliate solely because, under the terms of an agreement executed in
connection with extending financing, the lender has the right to enforce
covenants requiring certain financial ratios or business practices to be
maintained, so long as such requirements are typical of the covenants required
by lenders generally in connection with financing similar to that provided in
connection with such agreement; and, provided further, that The Missouri
Foundation of Health shall not be deemed to be an Affiliate of RightCHOICE for
purposes of this Agreement.


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         B. Base Pay. "Base Pay" shall mean the dollar amount equal to the
highest annual base salary rate applicable to Officer during the two (2) years
immediately prior to Officer's Date of Termination.

         C. Cause. "Cause" shall mean any one or more of the following:

                           (i) Company's becoming aware of, or being notified
         of, Officer's conviction of, or Officer's entry of a guilty plea to, a
         felony or any other crime involving moral turpitude by or before a
         court of competent jurisdiction;

                           (ii) gross failure by Officer to perform Officer's
         expected duties with Company (other than any such failure resulting
         from Officer's incapacity due to physical or mental illness or any such
         actual or anticipated failure occurring after, and not before, the
         issuance of a Notice of Termination by Officer for Proper Reason which
         is not thereafter successfully disputed by Company) which gross failure
         occurs or continues after: (a) Company delivers to Officer a written
         demand for substantial performance that specifically identifies the
         expected duties of Officer, the manner in which Company believes that
         Officer has not substantially performed Officer's duties, and the time
         by which Officer must demonstrate that he is performing or has resumed
         performance of such duties in order to avoid a determination that a
         gross failure by Officer to perform such duties has occurred, and (b)
         the Officer has failed to demonstrate that he is performing or has
         resumed performance of the duties specified in such notice by the time
         specified in such notice;

                           (iii) Company's becoming aware of, or being notified
         of, Officer's willfully engaging in conduct which Company determines is
         likely to be materially damaging or detrimental to Company or to an
         Affiliate of Company; or

                           (iv) Company's becoming aware of, or being notified
         of, Officer's willfully engaging in conduct which Company determines
         constitutes a material violation by Officer of the Employee Statement.

         D. Code. "Code" shall mean the Internal Revenue Code of 1986 as from
time to time amended.

         E. Company. "Company" shall mean RightCHOICE, except that, if any
person or entity other than RightCHOICE employs Officer 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 Officer and becomes bound by the provisions of this
Agreement, any of the protections,


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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.

         F. Date of Termination. "Date of Termination" shall mean the effective
date of Officer's termination of employment with Company. If Officer 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
Officer in accordance with Section 6(B) hereof. If Company delivers or mails a
Notice of Termination hereunder to Officer in accordance with Section 6(B)
hereof, then the Date of Termination shall be the date specified by Company in
such Notice of Termination.

         G. Designated Beneficiary. "Designated Beneficiary" shall mean one or
more individuals or legal entities designated by Officer on Exhibit A to this
Agreement, but if there is no such effective beneficiary designation at the time
of Officer's death, then Designated Beneficiary shall mean the legal
representative of Officer's estate. Exhibit A to this Agreement may be revoked
by Officer at any time by written instrument delivered to Company, in which
event a new Exhibit A may be completed and executed by Officer and shall be
effective upon receipt by Company prior to the date of Officer's death.

         H. Disabled. "Disabled" shall mean Officer is receiving, or is
currently entitled to receive pursuant to a determination made by Company,
benefits under Company's long-term disability plan, if any.

         I. Employee Statement. "Employee Statement" shall mean Company's Code
of Business Conduct, or, with respect to any periods during which such Code of
Business Conduct is not applicable, any predecessor or successor thereto, or any
other set of rules and guidelines serving a similar purpose that may become
applicable, as each may be amended from time to time.

         J. Involuntary Termination. "Involuntary Termination" shall mean the
termination of Officer's employment by action of Company for any reason other
than Cause; provided, however, that the termination of Officer's employment by
Company shall not be an Involuntary Termination if immediately following such
termination of employment Officer is employed by another employer that is to
abide by the provisions of this Agreement as described in Section 2(E) hereof.

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


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

                           (ii) a notice from Company to Officer advising
         Officer of Company's decision to terminate Officer'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 Officer to Company and if
Officer believes such termination is a Proper Reason Termination, then such
Notice of Termination shall specify that such termination is a Proper Reason
Termination, the event(s) which Officer believes constitute Proper Reason and
the facts and circumstances supporting such belief of Officer. If a Notice of
Termination is from Company to Officer 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.

         L. Proper Reason. "Proper Reason" shall mean (i) the reduction of
Officer's normal base salary rate by twenty percent (20%) or more, or (ii) a
change in a short-term or long-term incentive formula (e.g., a change in the
percentage of base salary to be awarded at target level of achievement) which
directly results in a reduction of twenty percent (20%) or more in the overall
target compensation which applies to Officer in a given period compared to the
overall target compensation which would have applied to Officer during that
period without such change in bonus formula, or (iii) a change in Officer's
primary work location of more than seventy-five (75) miles from the Officer's
former primary work location; provided, however, that no base salary rate
reduction or bonus formula change or change in primary work location shall
constitute Proper Reason if:

                           (i) Officer consents in writing to such reduction or
         change; or

                           (ii) at the time of such reduction or change, or
         during the three-month period prior to the effective date of such
         reduction or change, there is Cause; or

                           (iii) such reduction or change similarly affects all
         officers of Company.

         M. Proper Reason Termination. "Proper Reason Termination" shall mean
Officer's termination of his employment with Company following the occurrence of
an event constituting Proper Reason, but only if:

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


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

                           (iii) Officer terminates employment within three (3)
         months after being notified of or becoming aware of, whichever is
         earlier, the occurrence of the event cited as constituting Proper
         Reason in the Notice of Termination.

         N. Severance Benefits. "Severance Benefits" shall mean the benefits
described in Section 3(A) hereof.

                                    SECTION 3
                               SEVERANCE BENEFITS

         A. Severance Benefits. Subject to Sections 3(B), 3(C), 3(D) and
4(D)(ii) hereof, in the event of Officer's Involuntary Termination or Officer's
Proper Reason Termination, Company will:

                           (i) pay to Officer an amount equal to the multiple of
         Officer's Base Pay specified in Exhibit B hereto, payable in the number
         of substantially equal monthly installments specified in Exhibit B, and
         commencing as soon as practicable following the Date of Termination;

                           (ii) pay to Officer, for a period of twelve (12)
         months starting on the Date of Termination, an amount equal to the
         portion of the monthly premiums (to the extent such premiums are due)
         for Officer's health, dental, and vision that is equivalent to the
         portion of the monthly premiums for such coverages that Company pays on
         behalf of similarly situated officers employed by Company during such
         twelve (12) month period; and

                           (iii) provide executive life insurance for a period
         of twelve (12) months in the same manner that Company provides such
         coverage on behalf of similarly situated officers employed by Company
         during such twelve (12) month period; and.

                           (iv) pay for outplacement services for Officer of the
         type customarily provided by Company to officers at the time of
         Officer's Involuntary Termination or Proper Reason Termination.

Company's obligation to pay the amounts specified in Section 3(A)(ii) above
shall be reduced by any and all amounts Company pays toward Officer's health,
dental, and vision with respect to periods after the Date of Termination.


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         B. 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 Officer (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 Officer 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
         Officer is entitled to Severance Benefits hereunder Officer is employed
         (including employment by Company, employment by any other employer or
         any form of self-employment) then (a) Company may in its discretion at
         any time following the date of commencement of such employment, pay to
         Officer the aggregate remaining amounts to be paid to Officer under
         Section 3(A)(i) hereof in a lump sum; (b) benefits provided under
         Section 3(A)(iii) shall terminate, and (c) payments under Sections
         3(A)(ii) and 3(A)(iv) hereof shall cease as of the date of commencement
         of such employment, but if payments under Sections 3(A)(ii) and
         3(A)(iv) 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(A)(i) hereof, and Officer 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 Officer is Disabled during any
         period while Officer is entitled to Severance Benefits hereunder, then
         during any such period that Officer is Disabled, any amounts payable
         under Section 3(A)(i) 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 Officer pursuant to any long-term disability plan
         maintained by Company.

                           (iv) Death. If Officer dies during any period while
         Officer is entitled to Severance Benefits hereunder, then a lump sum
         amount equal to the total remaining amounts payable to Officer at the
         time of Officer's death under Section 3(A)(i) hereof shall be paid to
         Officer'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


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         Officer's death to any beneficiary other than Company under any Company
         life insurance program.

                           (v) Criminal Charges. If at any time after Severance
         Benefits become payable hereunder and prior to the completion of the
         payment of such benefits Officer is charged with a felony, or other
         crime involving moral turpitude, which crime relates to activities of
         Officer occurring during the period Officer 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)(B)(v) after such criminal
         charge is resolved; provided, however, that such payments shall cease
         and no further payments shall be made at any time Officer is convicted
         of, or enters a guilty plea to, such crime by or before a court of
         competent jurisdiction.

         C. Code Limitations. In the event that the aggregate of any amounts
payable to or on behalf of Officer 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 Officer 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(C): (a) no portion of any benefit the receipt or enjoyment
of which Officer 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 Officer 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 Officer, 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.

         D. General Waiver and Release. Notwithstanding any provision to the
contrary in this Agreement, Officer acknowledges that in addition to other
conditions set forth in this Agreement, Severance Benefits shall be conditioned
upon the prior execution by Officer of a general waiver and release (hereinafter
"Waiver") as described in this Section 3(D), and Officer shall not be eligible
for Severance Benefits unless and until Officer has executed the Waiver within
twenty-one (21) days following Officer's termination of employment. The Waiver
shall be substantially in the form attached hereto as Exhibit C and shall
generally waive all claims Officer has or may have against Company, any
Affiliate of Company, and any successors or


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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 Officer 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(D) or the Waiver) of Officer to enforce any one or
more of the provisions of this Agreement. The foregoing notwithstanding, the
Waiver attached hereto as Exhibit C may be modified by Company at any time
during the term of this Agreement.

                                    SECTION 4
                               OFFICER'S COVENANTS

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

         B. Covenant Not To Disclose. Officer acknowledges that during the
course of Officer's employment with Company, Officer 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, Officer hereby agrees and acknowledges that Officer owes a duty to
Company not to disclose, and agrees that, during and after the term of Officer's
employment, Officer 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 Officer's duties as an employee of Company, or as
required by law or legal process. Officer will use Officer'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 Officer's duties as an employee of Company, or as may
be required by law or legal process. Officer will return to Company all
Confidential Information in Officer's possession or under Officer's control when
the duties of Officer as an employee of Company no longer require Officer's
possession thereof, or whenever Company shall so request, and in any event will
promptly return all such Confidential Information if Officer'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 Affiliate of Company,
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 Officer is Confidential Information.


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         C. Covenant Not to Compete.

                           (i) Officer agrees that during the term of Officer's
         employment by Company and for a period consisting of the greater of:
         (a) the period over which any Severance Benefits are to be paid under
         this Agreement (whether or not payment is accelerated hereunder), or
         (b) one year from and after the termination of Officer's employment
         (such term of employment and applicable subsequent period are referred
         to collectively herein as the "Noncompetition Period"), Officer 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 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 Officer 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; or

                                            (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
                  Officer, 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 Officer's obligations under this
         Section 4(C), Officer 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.


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                           (iv) Officer acknowledges that Officer'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 Officer 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 Officer contained in this
         Section 4, and that Company's remedies at law for any such breach or
         threatened breach will be inadequate, if, after written notice of
         breach delivered or mailed to Officer in accordance with Section 6(B)
         hereof Officer 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 Officer), 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 Officer, and each and every person, firm or
         company acting in concert or participation with Officer, from the
         continuation of such breach and, in addition thereto, Officer 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
         Officer, Company shall no longer be obligated to pay any benefits to
         Officer under this Agreement.

                           (iii) The covenants and obligations of Officer 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
         Officer to Company, whether express or implied in fact or in law.

                                    SECTION 5
                      AMENDMENT OR TERMINATION OF AGREEMENT

         A. Termination and Amendment Procedures. Company may terminate this
Agreement effective as of any date by giving Officer, 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


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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 Officer'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 Officer 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 Officer's
obligations under Sections 4(A) and (B) of this Agreement. Company and Officer
may amend this Agreement at any time by written instrument signed by Company and
Officer.

         B. Definition of Change of Control. For purposes of this Section 5, a
"Change of Control" of Company shall be deemed to have occurred upon the
happening of any of the following events:

                  (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


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         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 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.

         C. Other Definitions. As used in this Section 5, (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.

                                    SECTION 6
                                  MISCELLANEOUS

         A. Employment. This Agreement does not, and shall not be construed to,
give Officer 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 Officer 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:


Revised March 5, 2001                   12
<PAGE>   13

                  If to Company:

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

                  If to Officer:

                                  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. Except as set forth in the next sentence, this
Agreement cancels and supersedes all previous and contemporaneous agreements
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. This Agreement does not cancel
or supercede that certain Executive Severance Agreement, [of even date
herewith/or/dated ______, 2001], between Officer and RightCHOICE. This Agreement
shall not be amended, modified or supplemented in any manner whatsoever except
as otherwise provided herein. The term "Prior Agreement" means that certain
Officer Severance Agreement, dated _________, ____, between Officer and
RightCHOICE Managed Care, Inc., a Missouri corporation ("Old RightCHOICE").

         D. Effect of 2000 Reorganization. Company and Officer 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 Officer
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.


Revised March 5, 2001                    13
<PAGE>   14

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


Revised March 5, 2001                    14
<PAGE>   15

         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 Officer by
Company outside of this Agreement amounts equal to any taxes required to be
withheld from payments made pursuant to this Agreement, unless Officer 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.

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

IN WITNESS WHEREOF, Company has caused this Agreement to be duly executed in
duplicate, and Officer has hereunto set his hand, on the day and year first
above written.


                            RIGHTCHOICE MANAGED CARE, INC.

                            By:  /s/  Sandra Van Trease
                                 --------------------------------------

                            Title:   President
                                     ----------------------------------

                            Subscribed and sworn to before me, a Notary Public,
                            this    20TH      day of  March    , 2001.
                                 ------------        ----------   -----
                            /s/  Judith A. Givens
                            --------------------------------------------
                            Notary Public

                            My Commission Expires:  August 18, 2002
                                                    -------------------

                            [NOTARY PUBLIC SEAL]

                            OFFICER

                            /s/  John Seidenfeld
                            ------------------------------
                                                             (Signature)

                            John Seidenfeld
                            ------------------------------
                                                            (Print Name)

                            Subscribed and sworn to before me, a Notary Public,
                            this    19th      day of   March , 2001.
                                 ------------        --------   ----

                            /s/  Michelle L. Hummert
                            ------------------------------------------
                            Notary Public

                            My Commission Expires: August 10, 2003
                                                   --------------------

                            [NOTARY PUBLIC SEAL]


Revised March 5, 2001                    15
<PAGE>   16
Agreement for Senior Vice President


                                    EXHIBIT A
                           DESIGNATION OF BENEFICIARY
                     PURSUANT TO OFFICER SEVERANCE AGREEMENT


Name of Officer
                ---------------------------------------------------------------

Original Date of Agreement
                           ----------------------------------------------------


I hereby designate the following as my Designated Beneficiary. I agree that
unless instructed differently by me in writing below, if I designate multiple
beneficiaries they shall receive equal shares of the total benefits payable upon
my death. I ACKNOWLEDGE THAT THIS BENEFICIARY DESIGNATION WILL APPLY ONLY TO
PAYMENT OF ANY SALARY CONTINUATION AMOUNTS THAT MAY BE PAYABLE FOLLOWING MY
DEATH AND DOES NOT AFFECT ANY BENEFICIARY DESIGNATION I HAVE OR WILL MAKE WITH
RESPECT TO ANY LIFE INSURANCE OR OTHER BENEFITS I MAY OBTAIN THROUGH COMPANY OR
OTHERWISE.

NAME OF BENEFICIARY            RELATIONSHIP                   ADDRESS

Mary Beth Barad                    Wife                  53 Westmoreland
---------------------------    --------------        --------------------------
                                                       St. Louis, MO, 63108
---------------------------    --------------        --------------------------
---------------------------    --------------        --------------------------
---------------------------    --------------        --------------------------


Date  3/19/01                Officer's Signature  /s/ John Seidenfeld
      -------                                     -----------------------------

         Receipt acknowledged on behalf of Company.

Date  3/19/01                RIGHTCHOICE MANAGED CARE, INC.
      -------



                             By  /s/ M. L. Berger
                                 ----------------------------------------------

<PAGE>   17

                                    EXHIBIT B
                               SEVERANCE BENEFITS

The multiple of Officer's Base Pay which is specified for purposes of Section
3(A)(i) of this Agreement is _ Two_. If the benefit determined by application of
such multiple becomes payable to Officer, such benefit shall be payable in
_Twenty-Four_ substantially equal monthly installments, as provided in this
Agreement.


<PAGE>   18
Agreement for Senior Vice President


                                    EXHIBIT C

                      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:

                  1. Termination. Officer's termination of employment with the
         Company qualifies as [describe applicable type of termination] within
         the meaning of the Severance


Revised March 5, 2001                     1
<PAGE>   19

         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.

                  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,


Revised March 5, 2001                    2
<PAGE>   20

         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 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


Revised March 5, 2001                     3
<PAGE>   21

         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, 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


Revised March 5, 2001                    4
<PAGE>   22
         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 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),


Revised March 5, 2001                    5
<PAGE>   23

         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)
         calendar days to execute this Agreement (up to 5 p.m. on ______, ____)
         and fully understands the effect of signing this document.


Revised March 5, 2001                    6
<PAGE>   24

                  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 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,


Revised March 5, 2001                    7
<PAGE>   25

         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.

                  13. Disclosure. Officer hereby represents, acknowledges, and
         warrants that Officer has disclosed to Company any information known to
         Officer concerning any


Revised March 5, 2001                    8
<PAGE>   26

         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.

         IN WITNESS WHEREOF, the undersigned have executed this General Waiver
and Release Agreement.


Revised March 5, 2001                    9
<PAGE>   27

         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