Exhibit 10.7

         NONQUALIFIED DEFERRED COMPENSATION PROGRAM

                  INCLUDING Section 401(k) TRANSFER

                     ADOPTION AGREEMENT

The Company named below hereby establishes a Nonqualified
Deferred Compensation Program for eligible Employees as provided
in this Adoption Agreement and the Basic Program Document.

Note:  This document contains a feature allowing Participants to
elect to have their Deferrals and Company matching contributions
cashed out or transferred into the Company's Cash or Deferred
Plan annually at the end of each calendar year.  In this
connection, the plan year for the Cash or Deferred Plan must be
the calendar year or this document may not be used.


I    Company Information

          (a)  Name and Address:

               RightCHOICE Managed Care, Inc.

               1831 Chestnut Street

               St. Louis, Missouri  63103-2275

          (b)  Telephone Number: 3 1 4 - 9 2 3 - 4 4 4 4 .

          (c)  Tax ID Number:      4 3 - 1 6 7 4 0 5 2 .

          (d)  Program Name:  RightCHOICE Managed Care, Inc.
               Amended and    Restated Non-employee Directors'
               Nonqualified Deferred
               Compensation Plan.


II   Definitions

          (a)  Affiliate

               [x]  Any "parent corporation" or "subsidiary
                    corporation" of RightCHOICE as those terms
                    are defined in Code Sections 424(e) and (f).

          (b)  Benefit Distribution Date:

               [ ]  First day of the Program Year following a
                    Distributable Event.

               [x]  During January of the Program Year following
                    a Distributable Event.

               [x]  Plan Administrator, in its discretion, may defer
                    distribution for up to 24 months.

               *Benefits accrued on or before January 1, 1999
               will be paid in accordance with a Participant's
               election as in effect prior to that date.


          (c)  Board:

               [x]  The Board of Directors of RightCHOICE Managed Care, Inc.

          (d)  Change in Control:

               [x]  A "change in the ownership" of RightCHOICE, a
                    "change in the effective control" of
                    RightCHOICE, or a "change in the ownership of
                    a substantial portion of the assets" of
                    RightCHOICE, as such terms are defined in the
                    Proposed Regulations under Code Section 280G.

          (e)  Compensation:

               [x]  For purposes of the Basic Plan Document and
                    this Adoption Agreement, the term
                    "Compensation" means the Retainer Fees and
                    the Meeting Fees earned by a Participant.

          (f)  Distributable Event:

               The following Distributable Events are in addition
               to those listed at paragraph 6.2 of the Basic
               Program Document.

               [ ]  Upon completion of _______ Years of Service
                    determined with reference to the Employee's
                    date of hire.

               [ ]  Other as follows:  _____________________________________

                    ________________________________________________________

          (g)  Effective Date:

               New Program:   The Program shall be effective as
               of ________________ .

               Amended Program: Except as otherwise provided
               herein, the amended provisions of the Program
               shall be effective as of February 1, 1998.

          (h)  Employee:

               [x]     For purposes of the Basic Program
                       Document and this Adoption Agreement, the
                       term "Nonemployee Director" shall be
                       substituted for the term "Employee."  The
                       term "Nonemployee Director" shall mean
                       any person serving on the Board who is
                       not an employee of RightCHOICE or of any
                       Affiliates.

          (i)  Entry Date:

               [ ]  The Effective Date of the Program.  This
                    option applies only to those Employees who
                    satisfy the eligibility requirements of
                    Article II of the Basic Program Document on
                    the Effective Date of the Program.  If this
                    option is chosen, the period of service upon
                    which deferrals are based shall commence with
                    the first payroll period subsequent to the
                    deferral election and the Effective Date of
                    the Program.

               [ ]  First day of the month following the date on
                    which the Employee satisfies the Program's
                    eligibility requirements.

               [ ]  First day of the calendar quarter following
                    the date on  which the Employee satisfies the
                    Program's eligibility requirements.

               [x]  Upon completion of an initial Deferral
                    Agreement.

          (j)       Meeting Fees:

               [x]  All compensation (excluding Retainer
                    Fees) paid by RightCHOICE, or any Subsidiary
                    thereof, to a Nonemployee Director for his
                    attendance at Board meetings and Board
                    committee meetings, meetings of the Board of
                    Directors of a Subsidiary or committee
                    meetings of the Board of Directors of a
                    Subsidiary.  Meeting fees are divided into
                    two subgroups:  Called Board Meeting Fees and
                    Committee Meeting Fees.

          (k)  Retainer Fees:

               [x]  The annual compensation paid by
                    RightCHOICE or any Subsidiary to a
                    Nonemployee Director for service as a member
                    of the Board or as a member of the Board of
                    Directors of a Subsidiary.

          (l)  RightCHOICE:

               [x]  RightCHOICE Managed Care, Inc., a Missouri corporation.

          (m)  Subsidiary:

               [x]  HMO Missouri, Inc. (BlueCHOICE), Healthy
                    Alliance Life Insurance Co., Health Benefit
                    Alliance, Inc., Pension Associates
                    Incorporated, Diversified Life Insurance
                    Agency and other corporations in which
                    RightCHOICE should acquire and own more than
                    50% of the voting stock or more than 50% of
                    the voting power.

          (n)  Valuation Date (select one):

               [x]  Daily

               [ ]  As of the last day of each Month

               [ ]  As of the last day of each calendar Quarter

               [ ]  As of June 30 and December 31

               [ ]  December 31


III  Eligibility Requirements (select one)

          (a)  Age, Service and Compensation:

               [ ]  An Employee shall be eligible to participate
                    upon attaining age _____ and having completed
                    _____ Years of Service with the Company
                    provided that the Employee's anticipated
                    annualized Compensation for the current
                    Program Year is greater than $___________  .

          (b)  Nomination By Board:

               [ ]  An Employee shall be eligible to participate
                    upon being named an eligible Employee by
                    resolution of the Board of Directors of the
                    Company.


IV   Employee Deferrals

          (a)  Percentage of Compensation (select one or more):

               [x]  100% of a Participant's Retainer Fees.

               [x]  100% of a Participant's Committee Meeting Fees.

               [x]  100% of a Participant's Board Meeting Fees.

               [ ]  Up to ____% of a Participant's Compensation
                    in excess of the limitation on Compensation
                    permitted under Code 401(a)(17), as indexed.

               [ ]  A Participant's deferrals shall be limited to
                    a maximum of $___________ for each Program Year.

          (b)  Dollar Amount:

               [ ]  A dollar amount specified by a
                    Participant  from a minimum of $________ to a
                    maximum of $_________ with respect to each
                    Program Year.


V    Company Match

          Note: The matching contribution provisions of this
          Program must be the same or more liberal than those
          contained in the Cash or Deferred Plan to coordinate
          with the cashout/transfer provisions of this Program.

          (a)  The Company's matching contribution shall be
               determined in accordance with one or more of the
               following methods:

               [ ]  The Company shall contribute and allocate to
                    each eligible Participant ______ % of such
                    Participant's Deferrals.

               [ ]  The Company shall contribute and allocate to
                    each eligible Participant ______ % of the
                    first _______% of such Participant's
                    Deferrals, plus ______ % of the next ______ %
                    of such Participant's Deferrals,
                    plus _______% of the next ______ % of such
                    Participant's Deferrals.

               [ ]  An amount determined in the discretion of the
                    Company.  Such matching contribution shall be
                    allocated to eligible Participants in
                    proportion to their Deferrals for the Program
                    Year.

          (b)  Limitations (select one or more):

               [ ]  The matching contribution shall not exceed
                    $____________  for any Participant.

               [ ]  The Company shall not match any Deferral in
                    excess of ______ % of the Participant's
                    Compensation.

               [ ]  The Company's matching contribution shall be
                    payable from its net profit for the
                    applicable Program Year.

          (c)  Eligibility For Match (select one or more):

               [ ]  All Participants who have made deferrals
                    under this Program for the Program Year.

               [ ]  Participants employed on the last day of a
                    Program Year for which a matching
                    contribution is made.

          (d)  Cashout Amount (select one):

               If a Participant elects to cash out his or her
               Deferrals for a Program Year, the Administrator
               shall take the following action with respect to
               any Company matching contribution attributable to
               such Deferral:

               [ ]  The Company matching contribution shall be
                    distributed to the Participant along with the
                    Deferral.

               [ ]  The Company matching contribution shall be
                    retained in the Program as part of the
                    Participant's account and shall be
                    administered as provided by the Program.


VI   Company Discretionary

          (a)  Amount (select one or more):

               [ ]  An amount determined in the discretion of the Company.

               [ ]  An amount determined by the following formula:

                    ______________________________________________________

          (b)  Allocation Formula (select one):

               [ ]  Contributions are allocated in proportion to
                    each eligible Participant's Compensation.

               [ ]  Other as follows:  ___________________________________

                                       ___________________________________

          (c) Eligibility For Allocation (select one or more):

               [ ]  All Participants employed at any time during
                    a Program Year for which a contribution is
                    made.

               [ ]  Participants employed on the last day of a
                    Program Year for which a contribution is
                    made.



VII  Vesting

     Participants shall always have a fully vested and
     nonforfeitable right to benefits attributable to Deferrals
     made under the Program.  Participants shall acquire a vested
     interest in benefits attributable to Company discretionary
     and matching contributions as follows:

          [ ]  Participants shall be fully vested in [ ] Company [ ]
               Discretionary and [ ]  Matching contributions.

          [ ]  A Participant's vested benefit shall be determined
               from the following schedule:

                                     Percentage Vested
               Credited Service    Discretionary  Matching
               Less than one year       ____ %     ____ %
                      One year          ____ %     ____ %
                      Two years         ____ %     ____ %
                      Three years       ____ %     ____ %
                      Four years        ____ %     ____ %
                      Five years        ____ %     ____ %
                      Six years         ____ %     ____ %
               Seven or more years      ____ %     ____ %


VIII Participant Accounts

          Each Participant Account shall be reduced by its pro
          rata share for the relevant period, of:

          [ ]  Program administrative expenses .

          [ ]  Income taxes paid by the Company attributable to
               the Program.

IX   Investment Preference

          Participants [x] shall [ ] shall not be permitted to
          indicate investment preferences for their [x] Deferrals
          and [ ] Company contributions.  If preferences are
          permitted, Participants shall be authorized to submit a
          nonbinding request to change an existing investment
          preference [ ] daily [x] monthly or [ ] quarterly.

          To the extent a Participant elects to receive his
          Deferrals under the Plain in Company stock, the Company
          will establish and maintain a separate subaccount under
          the Plan.  No Company stock will be held in trust by
          INVESCO.


X    Form Of Payment (select one or more)

          [x]  Lump sum.

          [x]  Installment payments.  In the sole discretion of
               the Administrator, a Participant's benefits may be
               paid as follows:

                    [ ]  monthly installment payments over a
                         period of ________ years.

                    [ ]  quarterly installment payments over a
                         period of ________ years.

                    [x]  annual installment payments over a
                         period of up to five (5) years.


XI   Miscellaneous

          If a Participant becomes entitled to a distribution of
          benefits under the Plan, and if at such time the
          Participant has outstanding any debt, obligation, or
          other liability representing an amount owing to the
          Company, then the Company, in its discretion may offset
          such amount owed to it against the amount of benefits
          otherwise distributable.

          Any dispute between a Participant and the Company as to
          the interpretation or application of the provisions of
          the Plan or a Deferral Agreement 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.

XII  Signature

          This Adoption Agreement and Basic Program Document were
          adopted

          by the Company the 4th day of Sept. 1998

          Signed for the Company by: John O'Rourke

          Title of Individual: CEO

          Signature: /s/ John O'Rourke