Exhibit 10.6

         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.
                              Executive Deferred Compensation Plan

II   Definitions

          (a)  Benefit Distribution Date:

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

               [ ]  ________ days (not more than 30) following a
                    Distributable Event.


          (b)  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.

               [x]  Other as follows:  A distribution year
                    elected by  the Participant which  is not
                    earlier  than  the  fifth  year  after  the
                    year of  the deferral;  provided, however,
                    that  the  same  distribution  year  shall
                    apply  for all  types  of contributions for
                    which this option is selected on the
                    Participant's election for the applicable
                    calendar year.

                    Unforeseeable financial emergency which is
                    defined as an unexpected need for cash
                    arising from an illness, casualty loss,
                    sudden financial reversal, or other such
                    unforeseeable occurrence.  The amount of the
                    benefit distributed shall be limited to the
                    amount necessary to meet the emergency not in
                    excess of the termination benefit which the
                    Participant would have been entitled to if he
                    had a termination of employment on the date
                    of the determination.


          (c)  Effective Date:

               New Program:   The Program shall be effective as
               of__________.

               Amended Program: The amended provisions of the
                                Program shall be effective as of
                                February 1, 1998; provided, however,
                                that Deferral Contributions and
                                Company matching and discretionary
                                contributions attributable to periods
                                prior to January 1, 1998, and
                                earnings and losses thereon will be
                                distributed in accordance with a
                                Participant's elections under the
                                provisions of the Plan as in effect
                                on December 31, 1997.  A copy of the
                                Plan as in effect on December 31,
                                1997 is attached hereto as Exhibit A
                                and incorporated by reference herein.

          (d)  Entry Date:

               [x]  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 Amended 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 Amended Program.

               [x]  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.

          (e)  Retirement:

               [x] Termination of employment on or after age 65

               [x] Termination of employment on or after age 55 and
                   5 years of service

          (f)  Salary

               [x] A Participant's annual base salary, any
                   payments for overtime hours, vacation pay,
                   compensation paid in lieu of vacation, and
                   holiday pay, but excluding any severance
                   allowances, Incentive awards and other forms
                   of incentive compensation, Savings Plan or
                   other qualified plan contributions
                   made by the Company, Retirement Plan or other qualified
                   plan or supplemental pension plan benefits,
                   retainers, insurance premiums or benefits,
                   reimbursements, income from stock options and
                   stock appreciation rights, and all other
                   payments.

          (g)      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)  Nomination By Board:

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


IV   Employee Deferrals

          (a)  Salary Deferral

               [x]  A dollar amount specified by a Participant
                    from a minimum of $1,000.00 to a maximum of
                    90% of base Salary in increments
                    of $1,000.00, with respect to each Program
                    Year.

          (b)  Incentive Award Deferral

               [x]  A percent from a minimum of 10% to a
                    maximum of 100% with respect to incentive
                    earnings paid during the calendar year.

          (c)  Care Contribution Deferral

               [x]  The portion of the Deferral Amount
                    elected by the Participant under the Savings
                    Plan which exceed the statutory maximum
                    contribution allowable under the Savings Plan
                    for the Plan Year on behalf of the
                    Participant.

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)  Restoration Match

               [x]  The Company shall contribute 60% of the first
                    5% of compensation deferred to this plan, to
                    a maximum of 3% of participant's compensation
                    for the Plan Year, reduced by the matching
                    contribution made on behalf of the
                    Participant for the Plan Year under the
                    Savings Plan.  If there is a change in the
                    formula for making matching contributions
                    under the Savings Plan, the matching
                    contribution formula under this Plan will
                    automatically change to correspond to the new
                    matching contribution formula under the
                    Savings Plan.

          (b)  Deferral Based Match

               [x]  The Company shall make an additional
                    contribution to restore any Company matching
                    or discretionary contributions which a
                    Participant loses under the Savings Plan on
                    account of the Participant's deferrals under
                    this Plan, which are not restored under the
                    Restoration Match described above.

          (c)  Limitations (select one or more):

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

               [x]  The Company shall not match any Deferral
                    in excess of 5% of the Participant's
                    Compensation.

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

               [x]  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.

          (e)  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 Contributions

          (a)  Amount (select one or more):

               [x]  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.

               [x]  Other as follows:   Discretionary contributions are
                                        allocated to each Participant to the
                                        extent necessary to restore any
                                        Company discretionary contributions
                                        which can not be allocated to a
                                        Participant's account under the
                                        Savings Plan due to limitations
                                        imposed under Sections 401(a)(17)
                                        and/or 415(c) and (e) of the
                                        Internal Revenue Code which are
                                        not restored under Section V(a)
                                        or (b) above.

          (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.

               [x]  Participants eligible to receive a
                    discretionary contribution for the Plan Year
                    under the Savings Plan.


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.

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

                                     Percentage Vested
               Credited Service    Discretionary  Matching
               Less than one year         0%         0%
                      One year            0%         0%
                      Two years           0%         0%
                      Three years     33 1/3%       33 1/3%
                      Four years      66 2/3%       66 2/3%
                      Five years         100%         100%
                      Six years        _____%       _____%
               Seven or more years     _____%       _____%

           [x] 100% vesting upon termination of employment as a
               result of death, disability or retirement on or
               after age 65.


VIII Supplemental Retirement Benefits

           [x] Benefits accrued under the Blue Cross and Blue
               Shield of Missouri Supplemental Retirement Plan have
               been merged into this Plan.


IX   Participant Account Expenses

          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.

          [x]  Investment Management fees.

X    Investment Preference

          Participants [x] shall [ ] shall not be permitted to
          indicate investment preferences for their [x] Deferrals
          and [x] 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.


XI   Form Of Payment for Deferral Contributions, Matching
     Contributions and Discretionary Contributions attributable
     to periods commencing on or after February 1, 1998:  (select
     one or more)

     (a)  Retirement

          [x]  Lump sum.

          [x]  Installment payments.  The payment period may not
               exceed the life expectancy of the Participant and
               his or her Beneficiary (provided that the
               Beneficiary is an individual).

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

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

               [x]  annual installment payments over a
                    period of 5, 10 or 15 years.

     (b)  Other Distributable Event

               [x]  Lump Sum Only.

     (c)  Automatic Cash-Out

               [x]  At the discretion of the Committee,
                    if the balance of a Participant's Accounts
                    payable to the Participant or the portion of
                    the Participant's Accounts payable to a
                    Beneficiary is less than $25,000, the Company
                    may pay the benefit in a single lump sum.

          *    Deferral Contributions, Matching Contributions and
               Discretionary Contributions attributable to periods
               commencing prior to February 1, 1998 will be
               distributed in accordance with a Participant's
               elections under the provisions of the Plan as in effect
               January 31, 1998.

          **   Supplemental Retirement Benefits will be
               distributed in accordance with the provisions of the
               Blue Cross and Blue Shield of Missouri Supplemental
               Retirement Plan.

      Participant's account balance will represent total amount
      due Participant at time payment due under this section.

XII   Change In Form of Payment

      A Participant, subject to the approval of the Company,
      may change the form of payment for any of his benefits
      under the Plan; provided, however, that no such change
      will be effective if made within two (2) years of the date
      of a Distributable Event.


XIII  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.

      Each Participant shall cooperate with the Company by
      furnishing any and all information requested by the
      Company in order to facilitate the payment of benefits
      hereunder, taking such physical examinations as the
      Company may deem necessary and taking such other relevant
      action as may be requested by the Company.  If a
      Participant refuses to cooperate, the Company shall have
      no further obligation to the Participant under the Plan,
      other than payment to such Participant of the cumulative
      reductions in Salary and Incentive Awards theretofore made
      pursuant to this Plan.  If a Participant commits suicide
      during the two (2) year period beginning on the later of
      (a) the first day on which he participates in the Plan or
      (b) the first day of the Participant's deferral Account
      for any new Unit under the Plan, or if the Participant
      makes any material misstatement of information or
      nondisclosure of medical history, then no benefits with
      respect to any affected Deferral Account will be payable
      hereunder to such Participant or his Beneficiary, other
      than payment of the cumulative reductions in Salary and
      Incentive Awards theretofore made pursuant to this Plan,
      provided, that in the Company's sole discretion, benefits
      may be payable in an amount reduced to compensate the
      Company for any loss, cost, damage or expense suffered or
      incurred by the Company.


XIV  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