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                                                                 Exhibit 10.23.1

                                AMENDMENT NO. 1
                                      TO
                        RIGHTCHOICE MANAGED CARE, INC.
                     EXECUTIVE DEFERRED COMPENSATION PLAN


     WHEREAS, RightCHOICE Managed Care, Inc. (hereinafter called "RightCHOICE")
maintains the RightCHOICE Managed Care, Inc. Executive Deferred Compensation
Plan (hereinafter called "Plan") which Plan was been amended and restated
effective as of February 1, 1998; and

     WHEREAS, RightCHOICE desires to amend said Plan effective as of September
27, 1999;

     NOW, THEREFORE, RightCHOICE does hereby amend the Plan effective as of
September 27, 1999, so that it will read as follows:

                                      I.

     Paragraph (b) of Section II of the Adoption Agreement for the Plan is
deleted in its entirety and the following is substituted in lieu thereof:

     "(b) Distributable Event

          Paragraph 6.2 of the Basic Program Document is modified as follows:

          [X]  A "Change of Control" will not constitute a Distributable Event.

          [X]  A "Distributable Event" will include 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.

          [X]  A "Distributable Event" will include an unforeseeable financial
               emergency 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
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               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."

                                      II.

     Section 1.7 of the Basic Program Document is deleted in its entirety and
the following is substituted in lieu thereof:

     "1.7 Change of Control The execution of an agreement for the purchase or
     other acquisition by any person, entity or group of persons within the
     meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934
     ("Act"), (or any comparable successor provisions, of beneficial ownership
     within the meaning of Rule 13d-3 promulgated under the Act) of 30% or more
     of either the outstanding shares of common stock or the combined voting
     power of the Company's then outstanding voting securities entitled to vote
     generally, or the approval by the stockholders of the Company of a
     reorganization, merger or consolidation, in each case, with respect to
     which persons who were stockholders of the Company immediately prior to
     such reorganization, merger or consolidation do not, immediately
     thereafter, own more than 50% of the combined voting power entitled to vote
     generally in the election of directors of the reorganized, merged or
     consolidated Company's then outstanding securities, or a liquidation or
     dissolution of the Company or of the sale of all or substantially all of
     the Company's assets."

                                     III.

     Section 10.2 of the Plan is deleted in its entirety and the following is
substituted in lieu thereof:

     "10.2  Termination  Although the Company has established this Program with
     a bona fide intention and expectation to maintain the Program indefinitely,
     the Company may terminate or discontinue the Program in whole or in part on
     the earlier of the date on which there is a Change in Control, or as of the
     first business day in the Program Year following the date on which the
     Company elects to terminate the Program. Termination of the Program must be
     approved by a majority of the members of the Board of Directors. Upon
     Program termination, no further Deferrals or Company contributions shall be
     made except that the Company shall be responsible to pay any benefit
     attributable to Deferrals and Company contributions accrued as of the day
     preceding the effective date of termination plus investment earnings and
     less investment losses, taxes and expenses chargeable to the Participant's
     account up to the date benefits are distributed. The Administrator shall
     make distribution of the Participant's benefit as soon as practicable but
     no later than seven (7) days after the effective date of the termination of
     the Plan.

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     IN WITNESS WHEREOF, RightCHOICE has caused this Amendment No.1 to be
executed by its duly authorized officer this 1/st/ day of October, 1999.

                                   RIGHTCHOICE MANAGED CARE, INC.


                                   By:  /s/ John A. O'Rourke
                                      --------------------------
                                        John A. O'Rourke
                                        President and CEO

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