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                                 EXHIBIT 10.27

                                   MANAGEMENT
                              INCENTIVE PLAN (MIP)
                                      FOR
                               SENIOR MANAGEMENT


                    [BLUECROSS BLUESHIELD OF MISSOURI LOGO]


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The Company reserves the right to update, modify or repeal this program,
permanently or temporarily, if it is in the best interest of the Company to do
so. The description of this program contained in this booklet should not be
construed to imply that it is an employment contract for any period of time.
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                                   ELIGIBILITY

The Management Incentive Plan (MIP) is a calendar-year short-term incentive
program designed to reward the key management team for the achievement of
financial and individual goals. This booklet contains incentive plan guidelines
related to Senior Management positions, which includes Senior Vice President,
Executive Vice President, Senior Executive Vice President, President, Chairman
and Chief Executive Officer.

                               HOW THE PLAN WORKS

The Plan rewards designated key management for the achievement of financial and
individual goals by providing for a TOTAL INCENTIVE PAYMENT calculated as
illustrated below. The Company's financial target goal, based on the Company's
net income (excluding one-time charges), is determined and then approved by the
Compensation Committee of the Board as the financial performance target for this
Plan. In addition, at the beginning of the year, each participant will establish
individual goals for the Plan year. These goals are then reviewed and approved
by the Compensation Committee of the Board.

                                                               February 16, 2001

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-  Each eligible participant is assigned a TARGET INCENTIVE PERCENTAGE based on
   his or her level in the organization.

-  Each participant is also assigned a THRESHOLD INCENTIVE PERCENTAGE and a
   MAXIMUM INCENTIVE percentage.

-  If the Company's financial performance falls below the THRESHOLD FINANCIAL
   PERFORMANCE, then there is no incentive payment.

-  The ACTUAL INCENTIVE PERCENTAGE is based on the Company's year-end financial
   performance. The ACTUAL INCENTIVE PERCENTAGE can be higher or lower than the
   TARGET INCENTIVE PERCENTAGE, BUT CANNOT EXCEED THE MAXIMUM INCENTIVE
   PERCENTAGE

-  The participant's INCENTIVE POOL is determined by multiplying his or her
   ACTUAL INCENTIVE PERCENTAGE by his or her base salary as of December 31st of
   the Plan year. All calculations are interpolated. However, the actual total
   incentive payment could be higher or lower than the incentive pool as
   illustrated below.

-  The participant's incentive pool is divided into a FINANCIAL COMPONENT and an
   INDIVIDUAL COMPONENT. The split between the financial and individual
   components varies by position, and is separately provided to each
   participant.

For example:

-  If the Company's financial performance target is $2 million, and the
   threshold financial performance target is $1 million, but the actual
   financial performance is $1.5 million, as shown below,the actual incentive
   percentage would be interpolated between the threshold financial performance
   percentage (10%) and the target financial performance percentage (20%). The
   resulting actual incentive percentage would be 15%.

                          INCENTIVE POOL - EXAMPLE ONLY

<TABLE>
<CAPTION>
EXAMPLE             Threshold     INTERPOLATION       TARGET        Maximum

<S>                <C>            <C>                <C>           <C>
Financial          $1 million        Actual         $2 MILLION     $3 million
Performance:                      $1.5 million

Incentive Pool                       Actual
Size as a % of         10%            15%              20%             30%
base salary:
</TABLE>

-  Assuming that this participant's salary was $100,000 as of December 31st, his
   or her incentive pool would be 15% of $100,000, or $15,000.

-  Per this participant's financial/individual split, 75% of his or her
   incentive payment is based solely on the company's performance, and the other
   25% is based on a combination of company performance and the participant's
   individual performance.


                                                               February 16, 2001
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-  For the purpose of this example, the participant is determined to have
   achieved his or her actual individual performance goals at a level of 80%.
   Individual performance can range from 0% to 150%. Achievement of all
   individual goal targets will result in a payout equal of 100%. The maximum
   payout for individual goal performance, 150% of the potential payout for
   individual goals, may be achieved based on exceptional performance against
   individual goals.

-  The financial component, the incentive based on the Company financial
   performance, would be 75% of $15,000, or $11,250.

-  The individual component, the incentive based on individual performance would
   be 25% of $15,000 times 80%, or $3,000. (If the individual's performance were
   150%, the incentive would be 25% of $15,000 times 150%, or $5,625.)

-  The TOTAL INCENTIVE PAYMENT based on the assumptions above would be the sum
   of the financial component, $11,250 plus the individual component, $3,000, or
   a total of $14,250. This equates to 14.25% of base salary. As this
   illustrates, the total incentive payment as a percentage could be less than
   the actual incentive percentage. If the individual performance exceeded 100%,
   the total incentive payment as a percentage could exceed the actual incentive
   percentage or even the maximum incentive percentage, provided that the
   individual performance measure is limited to 150%.

                    DIAGRAM OF INCENTIVE PAYMENT CALCULATION
                                    (EXAMPLE)


                                 [DIAGRAM]



                         75% X 15%   11.25%
                         Corporate ------------------------- 11.25%
                         (75%)

Company               Actual
Financial ----------- Incentive
Performance           Percentage
  $1.5M                  15%



                         25% X 15%   3.75%      3.75% X 80% = 3%

                                                    Individual
                         Individual---------------- Performance  -------------3%
                         (25%)                  Range 0% To 150%
                                                Actual = 80%


                                             Bonus as % of Salary   14.25%




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                          ADMINISTRATION OF THE PROGRAM


-  This plan is a calendar-year incentive plan. The Plan year runs from January
   1st through December 31st. Payments under the Plan will be made no later than
   March 15th of the following year.

-  No later than January 31st following the Plan year, participants will
   summarize their individual performance against their goals and forward that
   assessment to their manager, being either the President or Chairman and CEO
   of the Company.

-  The Compensation Committee of the Board must approve the goals, and
   ultimately the results.

-  The Company will calculate the total incentive payment for each participant.

-  Incentives for participants who are promoted into an eligible management
   position, move from one management level to another, or move out of a
   management position and into another eligible management position within the
   Company, will be prorated according to the number of full months spent in the
   eligible position(s). Incentives for those newly hired into eligible
   positions will be calculated using the participant's hire date.

-  If the participant moves into or out of an eligible position, or moves from
   one level to another, (ex. Vice President to Senior Vice President), the
   incentive pool will be based on the participant's base salary for the time
   spent in that position or at that level. The actual amount paid will
   ultimately depend on the accomplishment of financial and individual goals.

-  If an eligible participant receives a performance rating of DNM (Does Not
   Meet Standards) at his or her annual performance review, he or she will
   become ineligible to receive an incentive payment for that year.

-  Any participant whose employment is terminated for any reason (with the
   exception of retirement, death, disability, or involuntary termination in
   conjunction with a change of control) prior to the date of the payment will
   be ineligible to receive payment under this plan. However, for those
   previously identified exceptions, a prorated incentive payment will be
   received. No prorated incentive payments will be made for any other type of
   termination of employment. Prorated incentive payments will be determined
   based upon the number of full months during the calendar year that the
   participant spent in his or her position(s), and will paid no later than the
   following March 15th. In the case of death, the prorated payment will be made
   to the participant's beneficiary (no later than March 15th of the following
   year), as designated by the participant under the participant's life
   insurance policy provided through the Company. For purposes of this plan, the
   following definitions apply:

   -  "Change of control" is defined in the 2001 Stock Incentive Plan, and that
      definition will also apply to this Plan.

   -  "Disability" means that the individual has been approved for the
      company-provided long-term disability program.

   -  "Retirement" means the attainment of the earlier of 1) age 65, or 2) age
      55 or greater with 5 years of service to the Company.


                                                               February 16, 2001