Exhibit 10.8

         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:

               Blue Cross and Blue Shield of Missouri

               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 - 0 3 0 3 0 8 0 .

          (d)  Program Name:  Blue Cross and Blue Shield of Missouri
                              Board of Trustees 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*:

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

               [ ]  60 days (not more than 60) following a
                    Distributable Event.

               [ ]  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 Blue Cross and Blue
                    Shield of Missouri.

          (d)  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.

          (e)  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: Unforseeable financial
                    emergency arising from an illness, casualty
                    loss, sudden financial reversal or other such
                    unforeseeable occurrence; provided, however,
                    the additional deferrals will be precluded
                    for twelve (12) months thereafter.


          (f)  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.

          (g)  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 Blue Cross and Blue
                       Shield of Missouri.

          (h)  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 a Deferral Agreement.

          (i)  Meeting Fees:

               [x]  All compensation (excluding Retainer
                    Fees) paid by Blue Cross and Blue Shield of
                    Missouri, to a Nonemployee Director for his
                    attendance at Board meetings ("Board Meeting
                    Fees") and Board committee meetings
                    ("Committee Meeting Fees").

          (j)  Retainer Fees:

               [x]  The annual compensation paid by Blue
                    Cross and Blue Shield of Missouri 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.

          (k)  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 Board Meeting Fees.

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

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


X    Form Of Payment (select one or more)

          [x]  Lump sum.

          [x]  Installment payments.  In the sole discretion of
               the Administrator, a Participants benefits may be
               paid:

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

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

               [x]       annual installment payments over a
                         period of five (5), ten (10) or fifteen (15)
                         U.S. years.

               [x]       Mandatory lump sum at the discretion of
                         the Committee if the Deferral account is less
                         than $25,000.


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