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                                                                 EXHIBIT 10.45.1

                                FIRST AMENDMENT
                                      TO
                             EMPLOYMENT AGREEMENT


      THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is
made and entered into as of the 28/th/ day of December, 1999, by and between
RIGHTCHOICE MANAGED CARE, INC., a Missouri corporation (hereinafter
"RightCHOICE") and JOHN A. O'ROURKE (hereinafter "O'ROURKE").

      WHEREAS, RightCHOICE and O'ROURKE are parties to that certain Employment
Contract dated February 27, 1997 (the "Employment Agreement"); and

      WHEREAS, the parties desire to amend certain provisions of the Employment
Agreement, effective as of December 6, 1999;

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree to
amend the Employment Agreement, effective as of December 6, 1999, as follows:

                                      I.

      The second paragraph of Section 5.3.A is hereby deleted in its entirety
and the following is substituted in lieu thereof:

           "In the event that O'ROURKE becomes entitled to Severance Benefits,
     subject to Sections 5.3(B), 5.3(C), 5.3(D) and 5.3(H)(ii) hereof,
     RightCHOICE will: (i) pay to O'ROURKE an amount equal to three (3) times
     O'ROURKE's annual base salary in effect immediately prior to such
     Involuntary Termination or termination for Good Reason, payable in thirty-
     six (36) substantially equal monthly installments commencing as soon as
     practicable following the Date of Termination; (ii) pay to O'ROURKE for
     thirty-six (36) months starting on the Date of Termination an amount equal
     to the portion of the monthly premiums (to the extent such premiums are
     due) for O'ROURKE's health, dental, vision, and life insurance that is
     equivalent to the portion of the monthly premium for such coverage that
     RightCHOICE pays on behalf of senior executives employed by RightCHOICE
     during such thirty-six month period; and (iii) pay for outplacement
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     services for O'ROURKE of the type customarily provided by RightCHOICE to
     senior executives at the time of such Involuntary Termination or
     termination for Good Reason."

                                      II.

     The following new Section 8.8 is hereby added after Section 8.7 of the
Employment Agreement:

     "8.8.  Legal Expenses.
            --------------

            RightCHOICE shall reimburse O'ROURKE for all reasonable legal and
     other fees and expenses incurred to secure, preserve or establish
     entitlement to benefits under this Employment Agreement. RightCHOICE shall
     reimburse O'ROURKE for such fees and expenses on a monthly basis within ten
     (10) days after O'ROURKE's request for reimbursement accompanied by
     evidence that the fees and expenses were incurred. RightCHOICE's
     reimbursement shall include a tax gross-up payment in respect of the
     federal, state and local taxes incurred by O'ROURKE with respect to the
     reimbursement of fees and expenses received under this Section 8.8."

     IN WITNESS WHEREOF, the parties have executed this First Amendment this
28/th/ day of December, 1999.

                              RIGHTCHOICE MANAGED CARE, INC.



                              By:  /s/ Norman J. Tice
                                 -----------------------------
                                   Norman J. Tice, Director


                              O'ROURKE

                              /s/ John A. O'Rourke
                              --------------------------------
                                  John A. O'Rourke

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