Exhibit 10.06

RIGHTCHOICE MANAGED CARE, INC.  SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN  As Restated Effective October 10, 2001

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TABLE OF CONTENTS

|    | Page                                       |  |   
|--- | ------------------------------------------ |  | --
|1.  | Name and Purpose of the Plan               |  | 1 
|2.  | Definitions                                |  | 1 
|3.  | Administration of the Plan                 |  | 5 
|4.  | Participation                              |  | 6 
|5.  | Benefits                                   |  | 6 
|6.  | Determination of the Company's Obligations |  | 8 
|7.  | Conditions and Other Matters               |  | 8 
|8.  | Amendment and Termination                  |  | 10
|9.  | Arbitration                                |  | 10
|10. | Change in Control                          |  | 10
|11. | Effective Date                             |  | 11

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RIGHTCHOICE MANAGED CARE, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As Restated October 10, 2001

WHEREAS, RightCHOICE Managed Care, Inc. (the "Company") maintains the RightCHOICE Managed Care, Inc. Supplemental Executive Retirement Plan
("Plan"); and

WHEREAS,
the Company has undergone a restructuring and wishes to amend and restate the Plan to reflect such restructuring; and

WHEREAS,
The Company desires to amend certain other provisions of the Plan;

NOW,
THEREFORE, the Company does hereby amend and restate the Plan in its entirety, effective as of October 10, 2001, so that it will read as follows:

The
purpose of the Plan is to assist the Company in attracting and retaining key employees in order to further the long-term growth and enhance the performance of the Company
by providing them with retirement benefits which they may not be able to receive from the Pension Plan, or because of the limitations provided in Sections 401(a)(17) and 415(b) and (d) of the
Internal Revenue Code of 1986, as amended from time to time (the "Code"), or because the individual does not have 20 years of service in the Pension Plan.



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For
purposes of this Section 2(e), the term "Subsidiary" means any corporation or other entity, whether domestic or foreign, in which the Company has or obtains, directly or
indirectly, a proprietary interest of 50% or more by reason of stock ownership or otherwise.



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Notwithstanding
the foregoing, in no event shall a Participant's benefit be less than the benefit that would have been provided under the terms of this Plan in effect on July 31,
1994, determined as if the Participant had a termination of employment an such date.



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Notwithstanding
the above, if a Participant meets one of the following while a Participant in the Plan, then, the Participant's Years of Prior Vested Service shall be equal to the
Participant's Years of Prior Service:



Decisions
and determinations by the Committee shall be final and binding upon all persons and shall be made by majority vote of the Committee. All decisions and determinations of the
Committee shall be reflected in permanent records of Committee actions recorded and maintained by the Secretary of the Committee. The Secretary shall be a member of the Committee, or a Committee
Advisor, who is designated as such by vote of the Committee. Determinations and decisions by the Committee shall be

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made at meetings at which a majority of the members are present or, in the alternative, by unanimous written consent. Notwithstanding anything to the contrary in the Plan, the Board shall also have
all power and authority to perform any act granted to the Committee pursuant to the Plan.



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Except
as otherwise provided in Section 10, in the event a Participant terminates employment with the Company or an Affiliate prior to completing five (5) Years of Credited
Service, the Participant shall forfeit his Supplemental Benefit.



Except
as otherwise provided in Section 10, Participant's benefit under this Section 5(c) shall be paid at the same time and subject to the same actuarial reductions for
early payout as the Participant's benefit under the Pension Plan, except in the following circumstances:



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Except
as otherwise provided in Section 10, in the event a Participant terminates employment with the Company or an Affiliate prior to completing five (5) Years of Credited
Service, the Participant shall forfeit his benefit under this Section 5(c).



The
Company or Affiliate may, but is not required to, pay to the Trust established pursuant to Section 7(c), within a reasonable time, those amounts necessary to fund the benefits
under Section 5 of this Plan. Those amounts attributable to Section 5(b) and 5(c) of the Plan shall be determined according to the actuarial assumptions computed and maintained in
accordance with this Plan and the
Pension Plan, as designated hereunder. Notwithstanding any distributions from the Trust to general creditors of the Company or Affiliate (not including the Participant), the Participant shall have a
contract right to benefits provided under Section 5 of the Plan.

All
benefits may be paid from the Trust assets; provided, however, that the liability of the Company or Affiliate to pay the benefits provided under this Plan shall not be relieved to
the extent the application of Trust assets fails to satisfy such liability.

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The
Committee retains the right to modify or amend the Plan by means of a resolution duly adopted. The Company retains the right to terminate the Plan upon a resolution approved by the
Board. No modification, amendment or termination shall, without the consent of the Participant, adversely affect the rights of that Participant to the benefits that have accrued under this Plan before
such modification, amendment or termination. Termination of the Plan shall not result in an acceleration of the payment of benefits, which will be paid in accordance with the provisions of the Plan as
of the date of Plan termination. Notice of every such modification, amendment or termination shall be given in writing to each Participant.

Any
dispute between a Participant and the Company as to the interpretation or application of the provisions of this Plan and the amounts payable hereunder shall be determined by binding
arbitration before a single arbitrator in St. Louis, Missouri in accordance with the Commercial Arbitration Rules
of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court of competent jurisdiction.

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This
restated Plan is effective as of October 10, 2001. The Plan was originally effective as of June 1, 1987. To record the adoption of the restated Plan, the Company has
caused this document to be executed by its duly authorized officer as of this tenth day of October, 2001.

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

|        |                           |  | RIGHTCHOICE MANAGED CARE, INC.
|------- | ------------------------- |  | ------------------------------
|Attest: |                           |  |                               
|        |                           |  |                               
|By:     | /s/ANGELA F. BRALY        |  | By:                           
|        | Angela F. Braly Secretary |  |                               

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