<PAGE>

                                                                 EXHIBIT 10.22.1

                        RightCHOICE MANAGED CARE, INC.

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   As Restated Effective September 24, 1999
<PAGE>

                               TABLE OF CONTENTS
                               -----------------
<TABLE>
<CAPTION>
                                                              Page
                                                              ----
<S>                                                           <C>
1.   Name and Purpose of the Plan                               1
2.   Definitions                                                1
3.   Administration of the Plan                                 5
4.   Participation                                              6
5.   Benefits                                                   7
6.   Determination of the Company's Obligations                 9
7.   Conditions and Other Matters                              10
8.   Amendment and Termination                                 12
9.   Arbitration                                               12
10.  Effective Date                                            12
</TABLE>
<PAGE>

                        RightCHOICE MANAGED CARE, INC.
                        ------------------------------

                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    --------------------------------------
                        As Restated September 24, 1999

     WHEREAS, RightCHOICE Managed Care, Inc. (the "Company") maintains the
RightCHOICE Managed Care, Inc. Supplemental Executive Retirement Plan; and

     WHREAS, the Company has amended the Plan from time to time and wishes to
incorporate all such amendments into a single Plan document;

     NOW, THEREFORE, the Company does hereby restate the Plan in its entirety,
effective as of September 24, 1999, so that it will read as follows:

1.   Name and Purpose of the Plan
     ----------------------------

The purpose of the Plan is to assist the Company in attracting and retaining key
employees in order to further the long-term growth and enhance the performance
of the Company by providing them with retirement benefits which they may not be
able to receive from the Pension Plan, or because of the limitations provided in
Sections 401(a)(17) and 415(b), (d) and (e) of the Internal Revenue Code of
1986, as amended from time to time (the "Code"), or because the individual does
not have 20 years of service in the Pension Plan.

2.   Definitions
     -----------

     (a)  "Affiliate" means any corporation which together with the Company is a
          member of a "controlled group" of corporations within the meaning of
          Sections 414(b) and (c) of the Code and which has adopted this Plan
          pursuant to the written consent of the Board.

     (b)  "Actuarial Equivalent" means a benefit having the same value as the
          benefit which it replaces, using the following factors:

          (i)   for purpose of determining the single life annuity under Section
                2(u) below, the interest rate and the mortality table shall be
                determined by the actuary selected by the Committee;

          (ii)  for purpose of determining the single sum payment under Section
                5(a), 5(b) (i) and 5(c)(iii), the interest rate and the
                mortality table shall be determined by the actuary selected by
                the Committee; and

          (iii) for all other purposes, the actuarial factors shall be those as
                provided in the Pension Plan.
<PAGE>

     (c)  "Beneficiary" means the person or persons designated by a Participant
          as his surviving beneficiary(ies) on a beneficiary designation form in
          effect at the time of the Participant's death, if any, or if no
          beneficiary designation form is in effect at the time of the
          Participant's death, the Participant's estate. A beneficiary
          designation form shall be in effect when it is completed and executed
          by the Participant and received by the Committee. Thereafter a
          Participant may change a Beneficiary by completing and executing a new
          Beneficiary designation form and submitting it to the Committee.

     (d)  "Board" means the Board of Trustees or Directors, as applicable, of
          the Company as it may be constituted from time to time.

     (e)  "Code" means the Internal Revenue Code of 1986, as amended from time
          to time.

     (f)  "Committee" or "Retirement Committee" means the committee appointed
          pursuant to Section 3(a) of the Plan.

     (g)  "Company" means RightCHOICE Managed Care, Inc., a Missouri
          corporation, or any other company that hereafter adopts this Plan and
          agrees to become obligated to provide benefits hereunder.

     (h)  "Employee" means any person employed by the Company or an Affiliate
          who is in a select group of management or highly compensated employees
          within the meaning of ERISA.

     (i)  "ERISA" means the Employee Retirement Income Security Act of 1974, as
          amended from time to time.

     (j)  "Executive Deferred Compensation Plan" means the Company's Executive
          Deferred Compensation Plan, as amended from time to time.

     (k)  "Final Average Earnings" means a Participant's Final Average Earnings
          as defined in the Pension Plan disregarding any limitation thereto
          under Code Section 401(a)(17) and including any amounts that were
          contributed by such Participant to the Executive Deferred Compensation
          Plan.

     (l)  "Joint and Contingent Benefit" shall mean the Actuarial Equivalent of
          the Supplemental Benefit and shall be payable in the form of a life
          annuity to the Participant with a death benefit in the form of a lump
          sum payment payable to the participant's Beneficiary upon the
          Participant's death. The death benefit shall be equal to the Actuarial
          Equivalent of a monthly payment of 50% of the monthly payment being
          paid to the Participant during his life (or if the Participant death
          occurred before payment began, the monthly payment the Participant
          would have been entitled to if he had retired and began receiving
          benefits hereunder on the day before his death) for the life of a
          beneficiary the same age and the opposite

                                       2
<PAGE>

          sex as the Participant. The Actuarial Equivalent of such amount shall
          be payable in the form of a lump sum payment to the Participant's
          Beneficiary, as soon as practicable following the Participant's death.

     (m)  "Normal Retirement Age" means Normal Retirement Age as defined in the
          Pension Plan.

     (n)  "Participant" means an Employee who has qualified for participation in
          the Plan in accordance with Section 4, hereof, and whose active
          participation has not been terminated.

     (o)  "Pension Plan" means the Non-Contributory Retirement Program for
          Certain Employees of Blue Cross and Blue Shield of Missouri and
          RightCHOICE Managed Care, Inc., as amended from time to time.

     (p)  "Plan" means this Supplemental Executive Retirement Plan, as amended
          from time to time.

     (q)  "Plan Year" or "Plan Years" means the calendar year beginning on
          January 1, 1994 and each calendar year thereafter.

     (r)  "Prior Pension Programs" means any qualified retirement program, other
          than the Pension Plan, that a Participant or former Participant has
          participated in and for which such participation is included as Years
          of Prior Service under this Plan.

     (s)  "Savings Program" means the Tax-Favored Savings Program (which is
          named The CARE Program) adopted by the Company and any of its
          Affiliates, as amended from time to time.

     (t)  "Secretary" means the secretary of the Committee as selected in
          accordance with Section 3(c).

     (u)  "Supplemental Benefit" means an annual amount, payable in monthly
          installments to the Participant over his life commencing on the first
          day of the first month coincident with or next following the day the
          Participant attains Normal Retirement Age, equal to (i) minus (ii),
          where:

          (i)  is equal to the product of 2.5% multiplied by the Participant's
               Final Average Earnings multiplied by the Participant's Years of
               Credited Service (up to a maximum of 20 Years of Credited
               Service), and

          (ii) is equal to the sum of (A), (B) and (C) where:

               (A)  is equal to the Participant's normal retirement benefit
                    under the Pension Plan and any employer paid benefits
                    accrued by or payable

                                       3
<PAGE>

                    to or on behalf of the Participant under a Prior Pension
                    Program which relate to service with any employer by the
                    Participant that is included in such Participant's Years of
                    Prior Service, hereunder, payable in the form of a single
                    life annuity, determined without regard to any early
                    retirement factors or benefit options elected;

               (B)  is equal to the annual amount, payable in the form of a
                    single life annuity, which is payable at Normal Retirement
                    Age and is the Actuarial Equivalent of the balance
                    (increased by the amount of any prior distribution) in the
                    Participant's deferral account under the Executive Deferred
                    Compensation Plan attributable to Company contributions
                    (plus interest) made pursuant to the Executive Deferred
                    Compensation Plan and the Prior Plan (as defined in the
                    Executive Deferred Compensation Plan), and

               (C)  is equal to the annual amount, payable in the form of a
                    single life annuity, which is the Actuarial Equivalent of
                    any prior amounts (not included in Subsection (A), above)
                    received under this Plan or the Pension Plan or any employer
                    paid benefits received under any Prior Pension Programs
                    which relate to service by the Participant that is included
                    in such Participant's Years of Prior Service, hereunder.

          Notwithstanding the foregoing, in no event shall a Participant's
          benefit be less than the benefit that would have been provided under
          the terms of this Plan in effect an July 31, 1994, determined as if
          the Participant had a termination of employment an such date.

     (v)  "Trust" or "Trust Agreement" means the Irrevocable Trust Agreement,
          dated February 1, 1998, as amended from time to time.

     (w)  "Years of Credited Service" means the sum of (i) the aggregate number
          of the Participant's Years of Nor Vested Service; and (ii) the
          aggregate number of the Participant's Years of Plan Service as
          determined by the Committee.

     (x)  "Years of Plan Service" shall mean "Years of Plans and Association
          Service" as such term is defined and credited under the Pension Plan
          for Plan Years beginning on or after the later of the Participant's
          employment with the Company or January 1, 1994.

     (y)  "Years of Prior Service" shall mean the years of service, including,
          in some situations, service with other employers, credited by the
          Committee to a Participant for service before the later of the
          Participant's employment by the Company or January 1, 1994 for benefit
          accrual purposes, as set forth on Appendix B, attached hereto.

                                       4
<PAGE>

     (z)  "Years of Prior Vested Service" shall mean for a Participant, as of
          December 31, 1993, the greater of (i) or (ii), where:

          (i)   is equal to 50% of the Participant's Years of Prior Service as
                of December 31, 1993, and

          (ii)  is equal to the lesser of (A) the Participant's Years of Prior
                Service as of December 31, 1993; or (B) 5 Years of Prior
                Service.

          Notwithstanding the above, if a Participant meets one of the following
          while a Participant in the Plan, then, the Participant's Years of
          Prior Vested Service shall be equal to the Participant's Years of
          Prior Service:

          (iii) the Participant is a Senior Vice-President or higher of the
                Company, has attained the age of 55, and has a combination of
                Years of Prior Service and Years of Plan Service equal to or
                greater than 20;

          (iv)  the Participant has attained the age of 62 and has a combination
                of Years of Prior Service and Years of Plan Service equal to or
                greater than 20; or

          (v)   the Participant attains the age of 65.

3.   Administration of the Plan
     --------------------------

     (a)  Committee. The Committee shall consist of at least three (3) persons
          ---------
          who shall serve at the pleasure of the Board. Any individual member of
          the Committee may, but need not, be: (i) a member of the Board or of
          any committee of the Board having responsibility for the compensation
          of any Employee; and/or (ii) an Employee. Vacancies in the membership
          of the Committee shall be filled only by action of the Board. A member
          of the Committee may be eligible for participation in the Plan while
          serving as such member but shall not vote on, or otherwise participate
          in the consideration of, any matter specifically relating to the
          benefits of such member under the Plan.

     (b)  Committee Advisors. The Committee, in its sole discretion, may select
          ------------------
          and appoint not more than rive (5) individuals to be Committee
          Advisors. Any Committee Advisor shall be an Employee and may, but need
          not, be a Participant and/or a member of the Board or of any committee
          of the Board having responsibility for the compensation of any
          Employee. A Committee Advisor may attend Committee meetings,
          participate in Committee business, and otherwise advise and assist the
          Committee but shall not be entitled to vote and shall not be a member
          of the Committee.

                                       5
<PAGE>

     (c)  Administration by Committee. The Plan shall be administered by the
          ---------------------------
          Committee. Subject to the provisions of the Plan, the Committee shall
          have sole discretionary authority to:

          (i)   Interpret the Plan,

          (ii)  Determine eligibility and level of participation,

          (iii) Create and revise rules and procedures for the administration of
                the Plan,

          (iv)  Employ or retain such persons (including independent
                accountants, attorneys and actuaries) as it may deem necessary
                or appropriate to assist it in the proper administration of the
                Plan,

          (v)   Take any other actions and make other determinations as it may
                deem necessary and proper for the administration of the Plan,
                provided that no such action or determination shall adversely
                affect the rights of any Participant that have accrued, or may
                in the future accrue, under this Plan, and

          (vi)  Direct the trustee of the Trust to distribute the Participants'
                benefits pursuant to the Trust Agreement.

          Decisions and determinations by the Committee shall be final and
          binding upon all persons and shall be made by majority vote of the
          Committee. All decisions and determinations of the Committee shall be
          reflected in permanent records of Committee actions recorded and
          maintained by the Secretary of the Committee. The Secretary shall be a
          member of the Committee, or a Committee Advisor, who is designated as
          such by vote of the Committee. Determinations and decisions by the
          Committee shall be made at meetings at which a majority of the members
          are present or, in the alternative, by unanimous written consent.
          Notwithstanding anything to the contrary in the Plan, the Board shall
          also have all power and authority to perform any act granted to the
          Committee pursuant to the Plan.

4.   Participation
     -------------

     (a)  Appendix A Participants. Effective August 1, 1994, the Participants in
          -----------------------
          the Plan shall be those individuals listed in Appendix A. The
          Committee in its sole discretion may amend Appendix A at any time to
          add an individual's name to or to delete an individual's name,
          provided, however, no deletion of an individual's name from Appendix A
          shall, without the consent of a Participant, adversely affect the
          rights of that Participant to the benefits that have accrued under
          this Plan before such deletion. Notice of any addition or deletion
          shall be given in writing to the affected Participant. Each
          Participant listed in Appendix A shall be entitled to benefits as
          provided in Section 5(b) of the Plan.

                                       6
<PAGE>

     (b)  Appendix C Participants. In lieu of adding an Employee's name to
          -----------------------
          Appendix A, the Board in its sole discretion may add such Employee's
          name to Appendix C. The Committee in its sole discretion may amend
          Appendix C at any time to add other Employees' names or to delete an
          individual's name; provided, however, no deletion of a Participant's
          name from Appendix C shall, without the consent of such Participant,
          adversely affect the rights of that Participant to the benefits that
          have accrued under this Plan before such deletion. Notice of any
          addition or deletion shall be given in writing to the affected
          Participant. Each Participant listed in Appendix C shall not be
          entitled to benefits as provided in Section 5(b) of the Plan and shall
          be entitled to benefits as provided in Section 5(c) of the Plan.

     (c)  Notwithstanding any other provision of the Plan, the Committee, by
          means of resolution, may agree to vary the terms of the Plan as to any
          Participant in the Plan; provided, however, that in no event may any
          Committee action have the effect of depriving Participants of rights
          accrued under the Plan as of the date of such action.

5.   Benefits
     --------

     (a)  Former Participants. Individuals who were Participants or former
          -------------------
          Participants in the Plan on July 31, 1994, but who were not listed on
          Appendix A or Appendix C as of August 1, 1994, shall no longer be
          eligible to participate in the Plan. Within 90 days of the execution
          of this Plan document, the Committee may, in its discretion pay, or
          direct the trustee of the Trust to pay, to each such former
          Participant, in a single sum payment, the Actuarial Equivalent of the
          benefit the individual would have been entitled to under the terms of
          the Plan as in effect on July 31, 1994, determined as if the
          individual terminated employment on such date (or such earlier date,
          if the former Participant previously terminated employment), provided,
          however, that solely for purposes of determining such single sum
          amount, any individual who has less than five (5) Years of Credited
          Service shall be entitled to a nonforfeitable benefit under this
          Section 5(a). Otherwise, such accrued benefits will be paid to such
          former Participant in accordance with the distribution method
          specified in Section 5(c).

     Notwithstanding the above, if a former Participant entitled to benefits
     hereunder, is hereafter employed by Blue Cross and Blue Shield of Missouri
     ("BCBSMo") and such former Participant is eligible to participate in a
     supplemental executive retirement plan sponsored by BCBSMo, then, if BCBSMo
     and the Participant agree, the Committee may, but does not have to,
     transfer any liability accrued hereunder to the plan sponsored by BCBSMo
     and any benefits relating thereto to an account or bust sponsored or
     adopted by BCBSMo. Thereafter, no further liability shall be due to the
     Participant or his Beneficiary, hereunder.

                                       7
<PAGE>

     (b)  Appendix A Participants. If a Participant is eligible to participate
          -----------------------
          in the Plan under Section 4(a) of the Plan and such Participant has at
          least five (5) Years of Credited Service, then the Participant shall
          be entitled to a Supplemental Benefit. A Participant's Supplemental
          Benefit shall be paid at the same time and subject to the same
          actuarial reductions for early payout as the Participant's benefit
          under the Pension Plan, except in the following circumstances:

          (i)   if upon termination of employment with the Company or
                participation in the Plan, the Actuarial Equivalent single sum
                present value of the Participant's Supplemental Benefit does not
                exceed $25,000, then the Participant's Supplemental Benefit
                shall be distributed in a single sum to the Participant, as soon
                as reasonably practicable following such termination,

          (ii)  if the Participant's Supplemental Benefit is not payable
                pursuant to paragraph (i) above, then the Actuarial Equivalent
                of his Supplemental Benefit shall be paid in the form of a Joint
                and Contingent Benefit, or

          (iii) the Committee, in its discretion, at any time may determine that
                the Actuarial Equivalent of the Participant's Supplemental
                Benefit (or if benefits have commenced hereunder, the remaining
                portions thereof) shall be paid in a single sum to the
                Participant.

          In the event a Participant terminates employment with the Company or
          an Affiliate prior to completing five (5) Years of Credited Service,
          the Participant shall forfeit his Supplemental Benefit.

     (c)  Appendix C Participants. If a Participant is eligible to participate
          -----------------------
          in the Plan under Section 4(b) of the Plan and such Participant has at
          least five (5) Years of Credited Service, then the Participant shall
          be entitled to the benefit described in this Section 5(c). The benefit
          provided under this Section 5(c) shall be an annual amount, payable in
          monthly installments to the Participant over his life commencing on
          the first day of the first month coincident with or next following the
          day the Participant attains Normal Retirement Age, equal to (i) minus
          (ii), where:

          (i)  is equal to the Participant's normal retirement benefit under the
               Pension Plan and any employer-paid benefits accrued by or payable
               to or on behalf of the Participant under a Prior Pension Program
               which relate to service with any employer by the Participant that
               is included in such participant's Years of Prior Service,
               hereunder, payable in the form of a single life annuity, and
               determined: (A) without regard to any early retirement factors or
               benefit option elected, and (B) without regard to the limitations
               provided in Sections 401(a)(17) and 415(b) and (e) of the Code
               with respect to such normal retirement benefit, and (c) taking
               into account

                                       8
<PAGE>

                amounts that were contributed by such Participant to the
                Executive Deferred Compensation Plan.

          (ii)  is equal to the normal retirement benefit computed in (i) above,
                but: (A) taking into account the limitations provided in
                Sections 401 (a)(17) and 415(b) and (e) of the Code with respect
                to such benefit, and (B) without regard to amounts contributed
                by such Participant to the Executive Deferred Compensation Plan.

     A Participant's benefit under this Section 5(c) shall be paid at the same
     time and subject to the same actuarial reductions for early payout as the
     Participant's benefit under the Pension Plan, except in the following
     circumstances:

          (iii) if upon termination of employment with the Company or
                participation in the Plan, the Actuarial Equivalent single sum
                present value of the Participants benefit under this Section
                5(c) does not exceed $25,000, then the Participant's benefit
                shall be distributed in a single sum to the Participant, as soon
                as reasonably practicable following such termination,

          (iv)  if the Participant's benefit under this. Section 5(c) is not
                payable pursuant to paragraph (iii) above, then the Actuarial
                Equivalent of his benefit shall be paid in the form of Joint and
                Contingent Benefit (determined by substituting the phrase
                "benefit under Section 5(c)" for "Supplemental Benefit" each
                place it appears in Section 2(l) of the Plan) or,

          (v)   the Committee, in its discretion, at any time may determine that
                the Actuarial Equivalent of the Participant's benefit under this
                Section 5(c) (or if benefits have commenced, the remaining
                portions thereof) shall be paid in a single sum to the
                Participant.

     In the event a Participant terminates employment with the Company or an
     Affiliate prior to completing rive (5) Years of Credited Service, the
     Participant shall forfeit his benefit under this Section 5(c).

6.   Determination of the Company's Obligations
     ------------------------------------------

The Company or Affiliate may, but is not required to, pay to the Trust
established pursuant to Section 7(c), within a reasonable time, those amounts
necessary to fund the benefits under Section 5 of this Plan. Those amounts
attributable to Section 5(b) and 5(c) of the Plan shall be determined according
to the actuarial assumptions computed and maintained in accordance with this
Plan and the Pension Plan, as designated hereunder. Notwithstanding any
distributions from the Trust to general creditors of the Company or Affiliate
(not including the Participant), the Participant shall have a contract right to
benefits provided under Section 5 of the Plan.

                                       9
<PAGE>

All benefits may be paid from the Trust assets; provided, however, that the
liability of the Company or Affiliate to pay the benefits provided under this
Plan shall not be relieved to the extent the application of Trust assets fails
to satisfy such liability.

7.   Conditions and Other Matters
     ----------------------------

     (a)  Any amounts payable under the Plan shall not be subject in any way to
          alienation, sale, transfer, assignment, pledge, attachment,
          garnishment, execution or encumbrance of any kind; and any attempt to
          accomplish same shall be void, except as provided for in subsection
          (c) below.

     (b)  Participation in the Plan does not give any person any reason to be
          retained in the service of the Company or Affiliate. The right and
          power of the Company or Affiliate to terminate any Employee "at will"
          is expressly reserved.

     (c)  The Company has established an irrevocable trust fund (the Trust)
          through which assets to satisfy its obligations under this Plan may be
          set aside to aid in providing for benefit payments to the
          Participants. Any assets or property held by the Trust shall continue
          to be subject to the claims of the general creditors of the Company or
          Affiliate only upon the insolvency or bankruptcy of the Company or
          Affiliate as provided therein. No person other than the Company or
          Affiliate shall, by virtue of the provisions of this Plan, have any
          interest in such funds except to the extent that any person, including
          the Participant, acquires the right to receive payments from the Plan,
          such right being no greater than the right of any unsecured general
          creditor of the Company or Affiliate.

     (d)  Any amount deferred and/or payable under this Plan shall not be deemed
          salary or other compensation to the Participant for the purpose of
          computing benefits to which such Participant may be entitled under any
          other plan or other arrangement of the Company or Affiliate for the
          benefit of Employees, except as may be otherwise specified in such
          plan or arrangement.

     (e)  No Employee or other person shall have any claim or right to become a
          Participant under the Plan; nor shall any Participant have a right to
          receive payment of any amount under the Plan in any form or manner
          other than as stated herein.

     (f)  The Company or Affiliate shall have the right to deduct from payment
          of any amount under the Plan any taxes required by law to be withheld
          from a Participant or Beneficiary with respect to such payment.

     (g)  Whenever possible, each provision of this Plan shall be interpreted in
          such manner as to be effective and valid under applicable law
          (including the Code), but if any provision of this Plan shall be held
          to be prohibited by or invalid under applicable law, then (i) such
          provision shall be deemed amended to, and to have


                                       10
<PAGE>

          contained from the outset such language as shall be necessary to,
          accomplish the objectives of the provision as originally written to
          the fullest extent permitted by law, and (ii) any other provisions of
          this Plan shall remain in full force and effect.

     (h)  No rule of strict construction shall be applied against the Company,
          an Affiliate, the Committee, the Board or any other person in the
          interpretation of any terms of this Plan or any rule or procedure
          established by the Committee.

     (i)  Whenever, in the Committee's opinion, any person entitled to receive
          any payment is under a legal disability, or is incapacitated in any
          way, so as to be unable to manage his financial affairs, the Company
          or Affiliate, at its discretion, may make such payment for the benefit
          of such person to his legal representative, or to a relative or friend
          of such person for his benefit, or it may apply the payment for the
          benefit of such person in any manner it deems advisable. When the
          Company or Affiliate makes any payment pursuant to this subsection, it
          shall be considered as a complete discharge of any liability for the
          making of such payments under the Plan.

     (j)  The Plan shall be construed according to the laws of the State of
          Missouri, except to the extent superseded by applicable federal laws.

     (k)  All notices to the Company or the Committee hereunder shall be
          delivered to the attention of the Secretary of the Committee. Any
          notice or filing required or permitted to be given to the Committee or
          the Company under this Plan shall be sufficient if in writing and hand
          delivered, or sent by registered or certified mail, to the Company or
          the Committee, as appropriate, at the principal office of the Company.
          Such notice shall be deemed given as of the date of delivery or, if
          delivery is made by mail, as of the date shown on the postmark or the
          receipt for registration or certification.

     (l)  Where the context admits, words in the masculine gender shall include
          the feminine and neuter genders, the plural shall include the
          singular, and the singular shall include the plural.

     (m)  The captions of Sections and paragraphs of this Plan are for
          convenience only and shall not control or affect the meaning or
          construction of any of its provisions.

     (n)  Any action required or permitted by the Company under the Plan shall
          be by resolution of its Board or any person or persons authorized by
          resolution of its Board.

     (o)  The provisions of the Plan shall bind and inure to the benefit of the
          Company and Affiliates and their successors and assigns. The term
          "successors" as used herein shall include any corporation or other
          business entity which shall, by merger, consolidation, purchase or
          otherwise, acquire all or substantially all of the

                                       11
<PAGE>

          business and assets of the Company or Affiliate and successors of any
          such corporation or other business entity.

     (p)  Any and all payments made to the Trust pursuant to the Plan shall be
          made only from the general assets of the Company. Any accounts
          maintained under the Plan shall be for bookkeeping purposes only and
          shall not represent a claim against specific assets of the Company.
          Except as specifically provided with respect to the Trust, nothing
          contained in this Plan shall be deemed to create a trust of any kind
          or create any fiduciary relationship.

     (q)  It is the intention of the Company that the Plan be unfunded for tax
          purposes and for purposes of Title I of ERISA.

8.   Amendment and Termination
     -------------------------

The Committee retains the right to modify or amend the Plan by means of a
resolution duly adopted. The Company retains the right to terminate the Plan
upon a resolution approved by the Board. No modification, amendment or
termination shall, without the consent of the Participant, adversely affect the
rights of that Participant to the benefits that have accrued under this Plan
before such modification, amendment or termination. Notice of every such
modification, amendment or termination shall be given in writing to each
Participant.

9.   Arbitration
     -----------

Any dispute between a Participant and the Company as to the interpretation or
application of the provisions of this Plan 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.

10.  Effective Date
     --------------

This restated Plan is effective as of September 24, 1999. The Plan was
originally effective as of June 1, 1987. To record the adoption of the restated
Plan, the Company has caused this document to be executed by its duly authorized
officer this 24/th/ day of September, 1999.

THIS PLAN CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.

                                        RightCHOICE MANAGED CARE, INC.
Attest:


By   /s/ Angela F. Braly                By  /s/ John A. O'Rourke
   --------------------------             --------------------------
                                        Its President and CEO

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