STATE INCOME

                   TAX ALLOCATION AGREEMENT


     THIS AGREEMENT, is made and entered into as of the  30th
day of  September, 1999,  by and among BLUE CROSS AND BLUE
SHIELD OF MISSOURI, (hereinafter referred to as "Parent) and
RightChoice Managed Care, Inc., (hereinafter referred to as
"Subsidiary").

                          WITNESSETH:

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

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


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

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

     NOW, THEREFORE, Parent and Subsidiary hereby agrees as
follows:

I.   Consolidated Return

     Parent and its includible subsidiaries, including the
     Subsidiary, have elected to file consolidated state
     income tax returns for the taxable period ending December
     31, 1997, and for any subsequent taxable period for which
     the Consolidated Group is permitted to file a
     consolidated state income tax return.  Each of the
     Subsidiaries agree to file such consents and other
     documents and to take such action as may be necessary to
     carry out the purposes and provisions of this paragraph.

II.  Calculation of Separate Company State Income Tax
     Liability

     A.   Beginning with the period ended December 31, 1997, and
       for each tax year thereafter, Subsidiary will calculate the
       state income tax liability for Subsidiary (for the period
       during which such Subsidiary was a direct or indirect
       subsidiary of Parent), as if Subsidiary were to file a
       separate state income tax return for such period.

III. Liability for Tax Payments - State

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

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

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

IV.  Method and Time of Payment

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

V.   Adjustment of Tax Liability

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

VI.  Successors, Assigns

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

VII. Duration

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

VIII.  Earnings and Profits Adjustments

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


IX.  Miscellaneous

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

X.   GOVERNING LAW

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

     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officer as
of the day and year first above written.


                              BLUE CROSS AND BLUE SHIELD OF
                               MISSOURI

                              By:     /s/ Edward J. Tenholder
                              Name:   EDWARD J. TENHOLDER
                              Title:  Executive Vice President
                                      and Chief Operating Officer

                              RIGHTCHOICE MANAGED CARE, INC.

                              By:     /s/ Sandra A. Van Trease
                              Name:   SANDRA VAN TREASE
                              Title:  Senior Executive Vice President
                                      and Chief Operating Officer