Exhibit 10.49

                   OFFICER SEVERANCE AGREEMENT

     THIS OFFICER SEVERANCE AGREEMENT (the "Agreement") is
entered into as of the 1st day of January, 1998, by and
between RightCHOICE Managed Care, Inc., a Missouri
corporation ("RightCHOICE"), and Ed Tenholder (the "Officer").

                      W I T N E S S E T H:

     WHEREAS, RightCHOICE has engaged the services of Officer as
an "at-will" employee of RightCHOICE; and

     WHEREAS, as a condition of Officer's employment, Officer
agrees to be bound by certain covenants set forth herein and
RightCHOICE agrees to provide Officer certain severance benefits
upon the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the mutual promises
herein contained, and intending to be legally bound, RightCHOICE
and Officer do hereby agree as follows:

                            SECTION 1
                        TERM OF AGREEMENT

     The Agreement shall be effective as of the day first written
above and shall continue in effect until terminated in accordance
with the provisions of Section 5 hereof.

                            SECTION 2
                           DEFINITIONS

     The following definitions shall apply for purposes of the
Agreement:

     A.   Affiliate.  "Affiliate" shall mean any corporation or
other legal entity (other than Company) that is part of a group
of corporations and/or other legal entities under common control,
which group includes the Company and in which group each
corporation (or other legal entity) is deemed to be under common
control with the others if:

               (i) it is in an unbroken chain of organizations
     each of which is connected to a common parent corporation
     (or other legal entity) by having at least 50% (based on
     voting power) of its outstanding stock or other outstanding
     equity ownership interest owned directly or indirectly by
     that common parent corporation (or other legal entity); or

               (ii) its board of directors (or, in the case of an
     entity other than a corporation, other management authority
     which, under the terms of its organizational documents,
     serves a similar policy setting and governance function),
     pursuant to the terms of a formal written agreement,  is
     subject to the direction or oversight by a person that is
     not an Affiliate, such oversight includes setting policy
     and/or governance of operations;

provided, however, that no corporation or entity shall be
considered an Affiliate solely because of its direct or indirect
ownership of an interest in The Epoch Group, L.C. and provided
further that no person or entity that is regularly in the
business of lending money shall be deemed to be an Affiliate
solely because, under the terms of an agreement executed in
connection with extending financing, the lender has the right to
enforce covenants requiring certain financial ratios or business
practices to be maintained, so long as such requirements are
typical of the covenants required by lenders generally in
connection with financing similar to that provided in connection
with such agreement.  For purposes of clarity only (and without
limiting the generality of the foregoing definition), it is noted
that the common parent corporation referred to in the foregoing
definition qualifies as an Affiliate.

     B.   Base Pay.  "Base Pay" shall mean the dollar amount
equal to the highest annual base salary rate applicable to
Officer during the two (2) years immediately prior to Officer's
Date of Termination.

     C.   Cause.  "Cause" shall mean any one or more of the
following:

               (i)  Company's becoming aware of, or being
     notified of, Officer's conviction of, or Officer's entry of
     a guilty plea to, a felony or any other crime involving
     moral turpitude by or before a court of competent
     jurisdiction;

               (ii)      gross failure by Officer to perform
     Officer's expected duties with Company (other than any such
     failure resulting from Officer's incapacity due to physical
     or mental illness or any such actual or anticipated failure
     occurring after, and not before, the issuance of a Notice of
     Termination by Officer for Proper Reason which is not
     thereafter successfully disputed by Company) which gross
     failure occurs or continues after: (a) the Company delivers
     to Officer a written demand for substantial performance that
     specifically identifies the expected duties of Officer, the
     manner in which Company believes that Officer has not
     substantially performed Officer's duties, and the time by
     which Officer must demonstrate that he is performing or has
     resumed performance of such duties in order to avoid a
     determination that a gross failure by Officer to perform
     such duties has occurred, and (b) the Officer has failed to
     demonstrate that he is performing or has resumed performance
     of the duties specified in such notice by the time specified
     in such notice;

               (iii)     Company's becoming aware of, or being
     notified of, Officer's willfully engaging in conduct which
     Company determines is likely to be materially damaging or
     detrimental to Company or to an Affiliate; or

               (iv) Company's becoming aware of, or being
     notified of, Officer's willfully engaging in conduct which
     Company determines constitutes a material violation by
     Officer of the Employee Statement.

     D.   Code.  "Code" shall mean the Internal Revenue Code of
1986 as from time to time amended.

     E.   Company.  "Company" shall mean RightCHOICE, except
that, if any person or entity other than RightCHOICE employs
Officer and is obligated by agreement, operation of law or
otherwise to abide by and be bound by the provisions of this
Agreement, then "Company" shall mean that person or entity;
provided, however, that the substitution of another person or
entity as "Company" under this Agreement shall not be construed
as removing from, or eliminating with respect to, RightCHOICE or
any other person or entity that subsequently employs Officer and
becomes bound by the provisions of this Agreement, any of the
protections, rights and remedies accruing to the "Company" under
the provisions of Section 4 of this Agreement.

     F.   Date of Termination.  "Date of Termination" shall mean
the effective date of Officer's termination of employment with
Company.  If Officer delivers a Notice of Termination hereunder
to Company, then the Date of Termination shall be thirty (30)
days following the date such Notice of Termination is delivered
or mailed to Company in accordance with Section 6(B) hereof;
provided, however, that in such event Company shall have the
right to accelerate such Date of Termination by written notice of
such acceleration delivered or mailed to Officer in accordance
with Section 6(B) hereof.  If Company delivers or mails a Notice
of Termination hereunder to Officer in accordance with Section
6(B) hereof, then the Date of Termination shall be the date
specified by Company in such Notice of Termination.

     G.   Designated Beneficiary.  "Designated Beneficiary" shall
mean one or more individuals or legal entities designated by
Officer on Exhibit A to this Agreement, but if there is no such
effective beneficiary designation at the time of Officer's death,
then Designated Beneficiary shall mean the legal representative
of Officer's estate.  Exhibit A to this Agreement may be revoked
by Officer at any time by written instrument delivered to
Company, in which event a new Exhibit A may be completed and
executed by Officer and shall be effective upon receipt by
Company prior to the date of Officer's death.

     H.   Disabled.  "Disabled" shall mean Officer is receiving,
or is currently entitled to receive pursuant to a determination
made by the Company, benefits under Company's long-term
disability plan, if any.

     I.   Employee Statement.  "Employee Statement" shall mean
the Company's Code of Business Conduct, or, with respect to any
periods during which such Code of Business Conduct is not
applicable, any predecessor or successor thereto, or any other
set of rules and guidelines serving a similar purpose that may
become applicable, as each may be amended from time to time.

     J.   Involuntary Termination.  "Involuntary Termination"
shall mean the termination of Officer's employment by action of
Company for any reason other than Cause; provided, however, that
the termination of Officer's employment by Company shall not be
an Involuntary Termination if immediately following such
termination of employment Officer is employed by another employer
that is to abide by the provisions of this Agreement as described
in Section 2(E) hereof.

     K.   Notice of Termination.  "Notice of Termination" shall
mean:

               (i)  a notice from Officer to Company advising
     Company of Officer's decision to terminate Officer's
     employment; or

               (ii)      a notice from Company to Officer
     advising Officer of Company's decision to terminate
     Officer's employment.

A Notice of Termination shall be delivered or mailed in
accordance with Section 6(B) hereof.  If a Notice of Termination
is from Officer to Company and if Officer believes such
termination is a Proper Reason Termination, then such Notice of
Termination shall specify that such termination is a Proper
Reason Termination, the event(s) which Officer believes
constitute Proper Reason and the facts and circumstances
supporting such belief of Officer. If a Notice of Termination is
from Company to Officer and if Company believes such termination
is for Cause, then such Notice of Termination shall specify that
such termination is for Cause and shall set forth in reasonable
detail the facts and circumstances supporting such belief of
Company.

     L.   Proper Reason.  "Proper Reason" shall mean (i) the
reduction of Officer's normal base salary rate by twenty percent
(20%) or more, or (ii) a change in a short-term or long-term
incentive formula (e.g., a change in the percentage of base
salary to be awarded at target level of achievement) which
directly results in a reduction of twenty percent (20%) or more
in the overall target compensation which applies to Officer in a
given period compared to the overall target compensation which
would have applied to Officer during that period without such
change in bonus formula, or (iii) a change in Officer's primary
work location of more than seventy-five (75) miles from the
Officer's former primary work location; provided, however, that
no base salary rate reduction or bonus formula change or change
in primary work location shall constitute Proper Reason if:

               (i)  Officer consents in writing to such reduction
     or change; or

               (ii)      at the time of such reduction or change,
     or during the three-month period prior to the effective date
     of such reduction or change, there is Cause; or

               (iii)     such reduction or change similarly
     affects all officers of Company.

     M.   Proper Reason Termination.  "Proper Reason Termination"
shall mean Officer's termination of his employment with the
Company following the occurrence of an event constituting Proper
Reason, but only if:

               (i)  Officer, within sixty (60) days after being
     notified of or becoming aware of, whichever is earlier, such
     event, objects to such event by delivering Notice of
     Termination to Company in accordance with Section 6(B)
     hereof;

               (ii)      Company, having received Notice of
     Termination pursuant to Section 2(M)(i), does not reverse
     the action or otherwise remedy the situation cited in the
     Notice of Termination as constituting Proper Reason within
     ten (10) days after receiving such Notice of Termination;
     and

               (iii)     Officer terminates employment within
     three (3) months after being notified of or becoming aware
     of, whichever is earlier, the occurrence of the event cited
     as constituting Proper Reason in the Notice of Termination.

     N.   Severance Benefits.  "Severance Benefits" shall mean
the benefits described in Section 3(A) hereof.

                            SECTION 3
                       SEVERANCE BENEFITS

     A.   Severance Benefits.  Subject to Sections 3(B), 3(C),
3(D) and 4(D)(ii) hereof, in the event of Officer's Involuntary
Termination or Officer's Proper Reason Termination, Company will:

               (i)  pay to Officer an amount equal to the
     multiple of Officer's Base Pay specified in Exhibit B
     hereto, payable in the number of substantially equal monthly
     installments specified in Exhibit B, and commencing as soon
     as practicable following the Date of Termination;

               (ii)      pay to Officer, for a period of twelve
     (12) 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 Officer's health, dental, vision
     and life insurance that is equivalent to the portion of the
     monthly premiums for such coverages that the Company pays on
     behalf of similarly situated Officers employed by Company
     during such twelve (12) month period; and

               (iii)     pay for outplacement services for
     Officer of the type customarily provided by Company to
     officers at the time of Officer's Involuntary Termination or
     Proper Reason Termination.

Company's obligation to pay the amounts specified in Section
3(A)(ii) above shall be reduced by any and all amounts Company
pays toward Officer's health, dental, vision and life insurance
with respect to periods after the Date of Termination.

     B.   Suspension or Termination of Severance Benefits:
Nonentitlement.

          (i)  Dispute.  If at any time a party to this Agreement
     notifies the other party pursuant to Section 6(B) hereof
     that one party disputes the position of the other party with
     respect to any provision of this Agreement, then Company may
     at any time elect to suspend some or all payments hereunder
     with respect to Officer (or elect not to commence such
     payments if payments have not yet commenced) until such
     dispute is finally resolved either by mutual written
     agreement of the parties or a binding arbitration award
     pursuant to Section 6(H) hereof.  If pursuant to such
     resolution of the dispute, retroactive payments are to be
     made to Officer or payments representing reimbursements are
     to be made to Company, then unless otherwise provided under
     such resolution, such payments shall bear interest at the
     rate provided in Section 1274(d)(2)(B) of the Code
     commencing at the time such payments would have been made
     absent dispute (in the case of retroactive payments) or
     commencing at the time such payments were made (in the case
     of reimbursements).

               (ii)      Subsequent Employment.  If at any time
     while Officer is entitled to Severance Benefits hereunder
     Officer is employed (including employment by Company,
     employment by any other employer or any form of
     self-employment) then (a) Company may in its discretion at
     any time following the date of commencement of such
     employment, pay to Officer the aggregate remaining amounts
     to be paid to Officer under Section 3(A)(i) hereof in a lump
     sum; and (b) payments under Sections 3(A)(ii) and 3(A)(iii)
     hereof shall cease as of the date of commencement of such
     employment, but if payments under Sections 3(A)(ii) and
     3(A)(iii) are made by Company subsequent to such date then
     Company may withhold the amount of any such payments from
     the amount otherwise to be paid pursuant to Section 3(A)(i)
     hereof, and Officer shall pay to Company on demand any such
     excess amount not so withheld, with such excess amount to
     bear interest at the rate provided in Section 1274(d)(2)(B)
     of the Code commencing thirty (30) days after such demand.

               (iii)     Disability.  If Officer is Disabled
     during any period while Officer is entitled to Severance
     Benefits hereunder, then during any such period that Officer
     is Disabled, any amounts payable under Section 3(A)(i)
     hereof during such period shall be reduced (but not to less
     than zero) by the amounts paid or to be paid with respect to
     such period to Officer pursuant to any long-term disability
     plan maintained by Company.

               (iv)      Death.  If Officer dies during any
     period while Officer is entitled to Severance Benefits
     hereunder, then a lump sum amount equal to the total
     remaining amounts payable to Officer at the time of
     Officer's death under Section 3(A)(i) hereof shall be paid
     to Officer's Designated Beneficiary; provided, however, that
     such lump sum amount shall be reduced, but not to less than
     zero, by any amounts payable on account of Officer's death
     to any beneficiary other than Company under any Company life
     insurance program.

               (v)  Criminal Charges.  If at any time after
     Severance Benefits become payable hereunder and prior to the
     completion of the payment of such benefits Officer is
     charged with a felony, or other crime involving moral
     turpitude, which crime relates to activities of Officer
     occurring during the period Officer was employed by Company
     or its predecessor(s) under this Agreement, then Company may
     suspend such payments until such criminal charge is
     resolved.  Company shall resume payments and make any
     retroactive payments (with interest on such retroactive
     payments at the rate provided in Section 1274(d)(2)(B) of
     the Code) commencing at the time such payments would have
     been made absent suspension under this Section (3)(B)(v)
     after such criminal charge is resolved; provided, however,
     that such payments shall cease and no further payments shall
     be made at any time Officer is convicted of, or enters a
     guilty plea to, such crime by or before a court of competent
     jurisdiction.

     C.   Code Limitations.  In the event that the aggregate of
any amounts payable to or on behalf of Officer under the
Agreement and under any other plan, agreement or policy of
Company or any Affiliate would otherwise result in the imposition
of tax under Section 4999 of the Code due to an excess parachute
payment, as determined by Company's independent auditors, then
the amounts payable to or on behalf of Officer under the
Agreement shall be reduced to the extent necessary (but not below
zero) so that such aggregate amounts shall not be a parachute
payment.  For purposes of determining any limitation under this
Section 3(C):  (a) no portion of any benefit the receipt or
enjoyment of which Officer shall have effectively waived in
writing shall be taken into account, and (b) the value of any
non-cash benefit or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance
with the principles of Sections 280G(d)(3) and (4) of the Code.
If the Company's independent auditors determine that payment that
would be a parachute payment has been made to Officer hereunder,
then the excess of (a) the amount of such payment actually made
hereunder over (b) the amount that could be paid hereunder
without any amount payable hereunder being a parachute payment,
shall constitute a loan by Company to Officer, payable to Company
upon demand with interest at the rate provided in Section
1274(d)(2)(B) of the Code commencing as of the date or dates of
payment by Company of such excess amount.

     D.   General Waiver and Release.  Notwithstanding any
provision to the contrary in the Agreement, Officer acknowledges
that in addition to other conditions set forth in the Agreement,
Severance Benefits shall be conditioned upon the prior execution
by Officer of a general waiver and release (hereinafter "Waiver")
as described in this Section 3(D), and Officer shall not be
eligible for Severance Benefits unless and until Officer has
executed the Waiver within ninety (90) days following Officer's
termination of employment..  The Waiver shall be substantially in
the form attached hereto as Exhibit C and shall generally waive
all claims Officer has or may have against Company, any
Affiliate, and any successors or predecessors thereto, and shall
release Company and all Affiliates, and any successors and
predecessors thereto, from all liability with respect to any such
claims; provided, however, that Officer shall not waive, and
there shall be no release with respect to, any claim (other than
a claim disputing the validity of this Section 3(D) or the
Waiver) of Officer to enforce any one or more of the provisions
of the Agreement.

                            SECTION 4
                       OFFICER'S COVENANTS

     A.   Employee Statement.  Officer agrees to abide by the
Employee Statement (including, but not limited to, the Company
Statement of Corporate Ethics).

     B.   Covenant Not To Disclose.  Officer acknowledges that
during the course of Officer's employment with Company, Officer
has or will have access to and knowledge of certain information
and data which Company considers confidential, and that the
release of such information or data to unauthorized persons could
be detrimental to Company or an Affiliate.  As a consequence,
Officer hereby agrees and acknowledges that Officer owes a duty
to Company not to disclose, and agrees that, during and after the
term of Officer's employment, Officer will not communicate,
publish or disclose to any person anywhere or use any
Confidential Information (as defined below) for any purpose
except in accordance with the prior written consent of Company,
where necessary or appropriate to carry out Officer's duties as
an employee of Company, or as required by law or legal process.
Officer will use Officer's best efforts at all times to hold in
confidence and to safeguard any Confidential Information from
becoming known by any unauthorized person and, in particular,
will not permit any Confidential Information to be read,
duplicated or copied except in accordance with the prior written
consent of the Company, where necessary or appropriate to carry
out Officer's duties as an employee of the Company, or as may be
required by law or legal process.  Officer will return to Company
all Confidential Information in Officer's possession or under
Officer's control when the duties of Officer as an employee of
the Company no longer require Officer's possession thereof, or
whenever Company shall so request, and in any event will promptly
return all such Confidential Information if Officer's employment
with Company terminates and will not retain any copies thereof.
For the purpose of this Agreement, "Confidential Information"
shall mean any information or data used by or belonging or
relating to Company or an Affiliate which, if disclosed, could be
detrimental to Company or an Affiliate, including, but not
limited to any such information relating to Company's, or an
Affiliate's, members or insureds, trade secrets, proprietary data
and information relating to Company's, or an Affiliate's past,
present or future business, price lists, client lists, processes,
procedures or standards, know-how, manuals, business strategies,
records, drawings, specifications, designs, financial
information, whether or not reduced to writing, or any other
information or data which Company advises Officer is Confidential
Information.

     C.   Covenant Not to Compete.

               (i)  Officer agrees that during the term of
     Officer's employment by Company and for a period consisting
     of the greater of:  (a) the period over which any Severance
     Benefits are to be paid under this Agreement (whether or not
     payment is accelerated hereunder), or (b) one year from and
     after the termination of Officer's employment (such term of
     employment and applicable subsequent period are referred to
     collectively herein as the "Noncompetition Period"), Officer
     will not directly or indirectly, without the express prior
     written consent of Company:

                         (a)  own or have any interest in or act
          as an officer, director, partner, principal, employee,
          agent, representative, consultant to or independent
          contractor of, any person, firm, corporation,
          partnership, business trust, limited liability company
          or any other entity or business located in or doing
          business in Company's geographic market which during
          the Noncompetition Period is engaged in competition in
          any substantial manner with Company or an Affiliate,
          provided Officer in any such capacity directly or
          indirectly performs services in an aspect of such
          business which is competitive with Company or an
          Affiliate; or

                         (b)  divert or attempt to divert
          clients, customers or accounts of Company which are
          clients, customers or accounts during the
          Noncompetition Period; or

                         (c)  hire, or attempt to solicit to
          hire, for any other person, firm, company, corporation,
          partnership, business trust, limited liability company
          or any other entity, whether or not owned (in whole or
          in part) by Officer, any current employee of Company as
          of the time of such hire or attempt to solicit to hire
          or former employee of Company who has been employed by
          Company within the twelve-month period immediately
          preceding the date of such hire or attempt to solicit
          to hire.

               (ii)      With respect to Officer's obligations
     under this Section 4(C), Officer acknowledges that Company's
     geographic market is: (a) the State of Missouri; and (b) a
     seventy-five (75) mile radius surrounding each of St. Louis,
     Missouri and Kansas City, Missouri.

               (iii)     The restrictions contained in this
     Section 4(C) are considered by the parties hereto to be
     fair, reasonable and necessary for the protection of the
     legitimate business interests of Company.

               (iv) Officer acknowledges that Officer's
     experience and capabilities are such that, notwithstanding
     the restrictions imposed in this Section 4(C), he believes
     that he can obtain employment reasonably equivalent to his
     position with Company, and an injunction against any
     violation of the provisions of this Section 4(C) will not
     prevent the Officer from earning a livelihood reasonably
     equivalent to that provided through his position with
     Company.

     D.   Certain Remedies.

               (i)  Recognizing that irreparable injury will
     result to Company in the event of the breach or threatened
     breach of any of the foregoing covenants and assurances by
     Officer contained in this Section 4, and that Company's
     remedies at law for any such breach or threatened breach
     will be inadequate, if, after written notice of breach
     delivered or mailed to Officer in accordance with Section
     6(B) hereof Officer takes no satisfactory action to remedy
     such breach and abide by this Agreement, or absent such
     notice in the event such breach cannot be remedied, then
     Company, in addition to such other rights or remedies which
     may be available to it (including, without limitation,
     recovery of monetary damages from Officer), shall be
     entitled to an injunction, including a mandatory injunction,
     to be issued by any court of competent jurisdiction ordering
     compliance with this Agreement or enjoining and restraining
     Officer, and each and every person, firm or company acting
     in concert or participation with Officer, from the
     continuation of such breach and, in addition thereto,
     Officer shall pay to Company all ascertainable damages,
     including costs and reasonable attorneys' fees, sustained by
     Company by reason of the breach or threatened breach of said
     covenants and assurances.

               (ii) In addition to the remedies described in
     Section 4(D)(i), in the event of a material breach of this
     Agreement by Officer, Company shall no longer be obligated
     to pay any benefits to Officer under this Agreement.

               (iii)     The covenants and obligations of Officer
     under this Section 4 are each independent covenants and are
     in addition to and not in lieu of or exclusive of any other
     obligations and duties of Officer to the Company, whether
     express or implied in fact or in law.

                            SECTION 5
              AMENDMENT OR TERMINATION OF AGREEMENT

     A.   Termination and Amendment Procedures.  Company may
terminate this Agreement effective as of any date by giving
Officer, in accordance with Section 6(B) hereof, at least one
hundred eighty (180) days' prior written notice of such
termination of this Agreement, specifying the effective date of
such termination; provided, however, that Company may not
terminate this Agreement within twenty-four (24) months following
a Change in Control, even if notice of termination of this
Agreement was given prior to such Change in Control. No notice of
termination of this Agreement shall be given any effect
whatsoever, and Officer's and Company's obligations under this
Agreement shall continue as if such notice of termination had not
been given, in the event that, while this Agreement remains in
effect during the notice period, a Change in Control occurs
and/or Officer incurs termination for Cause, Involuntary
Termination or Proper Reason Termination.  Regardless of anything
to the contrary in this Agreement, no termination of this
Agreement shall terminate Officer's obligations under Sections
4(A) and (B) of this Agreement.  Company and Officer may amend
this Agreement at any time by written instrument signed by
Company and Officer.

     B.   Definition of Change in Control.  For purposes of this
Section 5, "Change in Control" shall mean the occurrence, while
Officer is employed by Company and this Agreement is in effect,
of any one or more of the following events:

               (i)  the merger, consolidation or other
     reorganization of Company in which any class of the
     outstanding common stock of Company is converted into or
     exchanged for a different class of securities of the
     Company, a class of securities of any other issuer, except
     an Affiliate, cash or other property (provided, however,
     that, regardless of anything to the contrary in this
     Agreement, the conversion or exchange of the outstanding
     Class B common stock of RightCHOICE Managed Care, Inc. into
     or for Class A common stock of RightCHOICE Managed Care,
     Inc. shall not be deemed to be a Change in Control);

               (ii)      the sale, lease or exchange of all or
     substantially all of the assets of Company or Parent to any
     other corporation or entity (except an Affiliate);

               (iii)     the final adoption, in a manner making
     such plan legally effective without any higher level of
     approval or action, of a plan of complete liquidation and
     dissolution of the Company or Parent;

               (iv)      the acquisition (other than acquisition
     pursuant to any other clause of this definition) by any
     person or entity (including without limitation a
     partnership, limited partnership, syndicate or other group),
     of more than fifty (50) percent (based on total voting
     power) of any class of Company's or Parent's outstanding
     stock (or other equity ownership interests); provided,
     however, that nothing in this Section 5(B)(iv) shall be
     construed as deeming a Change in Control to have occurred if
     any such person or entity that is considered to own more
     than fifty (50) percent (based on total voting power) of
     such class of Company's or Parent's outstanding stock (or
     other equity ownership interests) prior to such acquisition,
     acquires additional shares of such class of stock (or other
     equity ownership).  Where an entity does not have
     outstanding stock (such as the Parent), the above will be
     deemed to have occurred if a transaction occurs in which the
     entity becomes subject to the direction or oversight by a
     person that is not an Affiliate, and such direction or
     oversight includes the ability of the person to set policy
     for the entity, and/or govern the operations of the Parent,
     and/or control the entity's assets or the stock the entity
     owns in RightCHOICE Managed Care, Inc.

               (v)  as a result of, or in connection with, a
     contested election of directors of the Company, the persons
     who were directors of Company before such election cease to
     constitute a majority of the directors of Company;

               (vi) as a result of, or in connection with, an
     election of directors of Parent, the persons who were
     directors of Parent before such election cease to constitute
     a majority of the directors of Parent; or

               (vii)     RightCHOICE Managed Care, Inc. ceasing
     to have a class of its stock listed and actively traded on a
     nationally recognized stock exchange.

For purposes of this Section 5(B), "Parent" shall mean any entity
owning, directly or indirectly, fifty percent (50%) or more
(based on voting power) of the Company's outstanding stock or
other equity ownership interests.  In the event that no single
transaction or event has occurred that qualifies as a Change in
Control under the foregoing definition, in determining whether a
Change in Control has occurred, a series of transactions and/or
events may be considered to be a single transaction or event;
provided, however, that elections occurring during no more than
eighteen (18) months shall be aggregated for purposes of
determining whether a series of transactions or events qualifies
as a Change in Control under Section 5(B)(v) or 5(B)(vi).  If a
series of transactions and/or events is deemed to constitute a
single transaction or event constituting a Change in Control
under the preceding sentence, such Change in Control will be
deemed to occur on the date of completion of the last transaction
or event included in the series of transactions and/or events
constituting such Change in Control or such earlier date after
the beginning of such series or transactions and/or events as
Officer elects.  Any person or entity that is regularly in the
business of lending money may, under the terms of an agreement
executed in connection with extending financing, be granted the
right to enforce covenants requiring certain financial ratios or
business practices to be maintained, so long as such requirements
are typical of the covenants required by lenders generally in
connection with financing similar to that provided in connection
with such agreement, without a Change in Control related to (iv)
above being deemed to have occured.  For purposes of this
definition only, no entity shall be considered a Parent or an
Affiliate unless such entity had that status prior to the
transaction or event (or the first in a series of transactions
and/or events aggregated as a single transaction or event
pursuant to this paragraph) that would have constituted a Change
in Control.

                            SECTION 6
                          MISCELLANEOUS

     A.   Employment.  This Agreement does not, and shall not be
construed to, give Officer any right to be retained in the employ
of Company, and no rights granted under this Agreement shall be
construed as creating a contract of employment.  The right and
power of Company to dismiss or discharge Officer at will is
expressly reserved.

     B.   Notice.  For the purpose of this Agreement, notices and
all other communications provided for in the Agreement shall be
in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return
receipt requested postage prepaid addressed as follows:

          If to the Company:

                    Human Resources Department
                    Attention: Vice President of Human Resources
                    1831 Chestnut Street
                    St. Louis, MO 63I03-2275

          If to Officer:

                    Last known address shown on records of Company

or to such other address as either party may have furnished to
the other in writing, except that notice of change of address
shall be effective only upon receipt.

     C.   Entire Agreement.  This Agreement cancels and
supersedes all previous and contemporaneous agreements (other
than any Executive Severance Agreement between RightCHOICE and
Executive dated January __, 1997 or later) relating to the
subject matter of this Agreement, written or oral, between the
parties hereto and contains the entire understanding of the
parties hereto and shall not be amended, modified or supplemented
in any manner whatsoever except as otherwise provided herein.

     D.   Captions.  The headings of the sections of this
Agreement have been inserted for convenience of reference only
and shall in no way restrict or otherwise modify any of the terms
or provisions hereof.

     E.   Governing Law.  This Agreement and all rights and
obligations of the parties hereunder shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of Missouri without regard to that state's choice of law
provisions.

     F.   Assignment.  This Agreement is personal and not
assignable by Officer, but it may be assigned by Company, without
notice to or consent of Officer, to any assignee provided such
assignee agrees to abide by and be bound by the provisions of the
Agreement and the Agreement shall thereafter be enforceable by
such assignee.  During Officer's lifetime, the Agreement and all
rights and obligations of Officer hereunder shall be enforceable
by and binding upon Officer's guardian or other legal
representative in the event Officer is unable to act on his own
behalf for any reason whatsoever, and, upon Officer's death, the
Agreement and all rights and obligations of Officer hereunder
shall inure to the benefit of and be enforceable by and binding
upon Officer's Designated Beneficiary.

     G.   Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the
same instrument.

     H.   Binding Arbitration.  Any dispute or controversy
arising under or in connection with this Agreement shall be
settled exclusively by binding arbitration in St. Louis,
Missouri, in accordance with the rules of the American
Arbitration Association then in effect.  Judgment may be entered
on the arbitrator's award in any court having jurisdiction.

     I.   Invalidity of Provisions.  In the event that any
provision of the Agreement is adjudicated to be invalid or
unenforceable under applicable law, the validity or
enforceability of the remaining provisions shall be unaffected.
To the extent that any provision of the Agreement is adjudicated
to be invalid or unenforceable because it is overbroad, that
provision shall not be void but rather shall be limited only to
the extent required by applicable law and shall be enforced as so
limited.

     J.   Waiver of Breach.  Failure of Company to demand strict
compliance with any of the terms, covenants or conditions hereof
shall not be deemed a waiver of that term, covenant or condition,
nor shall any waiver or relinquishment by Company of any right or
power hereunder at any one time or more times be deemed a waiver
or relinquishment of that right or power at any other time or
times.

     K.   Pronouns.  Pronouns in this Agreement used in the
masculine gender shall also include the feminine gender.

     L.   Withholding of Taxes.  Company shall cause taxes to be
withheld from amounts paid pursuant to the Agreement as required
by law, and to the extent deemed necessary by Company may
withhold from amounts payable to Officer by Company outside of
the Agreement amounts equal to any taxes required to be withheld
from payments made pursuant to the Agreement, unless Officer has
previously remitted the amount of such taxes to Company.

     M.   Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of any successors and/or
assigns of the Company.

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

IN WITNESS WHEREOF, Company has caused this Agreement to be duly
executed in duplicate, and Officer has hereunto set his hand, on
the day and year first above written.


                                   RIGHTCHOICE MANAGED CARE, INC.


                                   By: /s/ John A. O'Rourke

                                   Title: President and CEO


     Subscribed and sworn to before me, a Notary Public, this 29th
day of January, 1998.

                                             /s/ Michelle L. Toenjes
                                             Notary Public

     My Commission Expires:
     August 29, 1999

                                             OFFICER

                                             /s/ Edward J. Tenholder
                                             (Signature)

                                             Edward J. Tenholder
                                             (Print Name)


     Subscribed and sworn to before me, a Notary Public, this 12th
day of January, 1998.


                                             /s/ Michelle L. Toenjes
                                             Notary Public

     My Commission Expires:
     August 29, 1999


                            EXHIBIT A
                   DESIGNATION OF BENEFICIARY
             PURSUANT TO OFFICER SEVERANCE AGREEMENT


Name of Officer Edward J. Tenholder

Original Date of Agreement



I hereby designate the following as my Designated Beneficiary.  I
agree that unless instructed differently by me in writing below,
if I designate multiple beneficiaries they shall receive equal
shares of the total benefits payable upon my death.  I
ACKNOWLEDGE THAT THIS BENEFICIARY DESIGNATION WILL APPLY ONLY TO
PAYMENT OF ANY SALARY CONTINUATION AMOUNTS THAT MAY BE PAYABLE
FOLLOWING MY DEATH AND DOES NOT AFFECT ANY BENEFICIARY
DESIGNATION I HAVE OR WILL MAKE WITH RESPECT TO ANY LIFE
INSURANCE OR OTHER BENEFITS I MAY OBTAIN THROUGH THE COMPANY OR
OTHERWISE.

NAME OF BENEFICIARY      RELATIONSHIP             ADDRESS

Mark Twain Bank, N.A., Trustee under will dated 9/30/88








Date                    Officer's Signature /s/ Edward J. Tenholder

     Receipt acknowledged on behalf of Company.

Date                               RIGHTCHOICE MANAGED CARE, INC.



                              By   /s/ John A. O'Rourke

                            EXHIBIT B
                       SEVERANCE BENEFITS

The multiple of Officer's Base Pay which is specified for
purposes of Section 3(A)(i) of this Agreement is Three.  If the
benefit determined by application of such multiple becomes
payable to Officer, such benefit shall be payable in thirty six
substantially equal monthly installments, as provided in
this Agreement.

                            EXHIBIT C

                   GENERAL WAIVER AND RELEASE


     This General Waiver and Release ("Waiver") is made and

entered into by and among __________________ ("Officer") and

RightCHOICE Managed Care, Inc. including its affiliates,

officers, directors, agents and employees (the "Company").

     WHEREAS, Officer's active employment ended on

_______________, 19    and Officer wants to begin receiving

benefits under the Officer Severance Agreement ("Severance

Agreement"), previously entered into between Officer and Company;

and

     WHEREAS, among other conditions, the Severance Agreement

specifically requires Officer to execute this Waiver in order to

receive such severance benefits;

     NOW THEREFORE, for and in consideration of the covenants and

undertakings herein set forth, and for other good and valuable

consideration, which each party hereby acknowledges, it is agreed

as follows:

     1.   Officer represents and warrants that, as of the date of

this Waiver, to the best of his knowledge, no circumstances exist

or have existed which could result in Officer's termination for

Cause or a suspension or termination of benefits under the

Severance Agreement as provided in the Severance Agreement.

Regardless as to the reason for termination, Officer agrees not

to apply for rehire at the Company, it's subsidaries, affiliates

or parent.

     2.   Based on the representations and warranties provided by

Officer in clause No. 1 above, Company hereby acknowledges that

Officer's termination of employment with Company qualifies as

either an Involuntary Termination or a Proper Reason Termination

within the meaning of the Severance Agreement.

     3.   Officer agrees that he will not in any way disparage

the Company or its parent, subsidiary or other affiliated

entities, or their respective current or former officers,

directors and/or employees.  Officer further agrees that he will

not make or solicit any comments, statements or the like to the

media or to others that may be considered to be derogatory or

detrimental to the good name or business reputation of any of the

aforementioned parties or entities.  Company specifically

reserves the right to suspend or terminate benefits under the

Severance Agreement, if, subsequent to the execution of this

Waiver, Company becomes aware of information, or an event occurs,

which indicates noncompliance with this section or which would

otherwise result in a suspension or termination of such benefits

in accordance with the provisions of the Severance Agreement.

     4.   Officer agrees to, and does hereby, remise, release,

and forever discharge Company, and each and every one of its

parent, subsidiary and other affiliated entities, and their

respective agents, officers, executives, employees, successors,

predecessors, attorneys, trustees, directors, and assigns

(hereafter in this Section 4, all of the foregoing shall be

included in the term "Company"), from and with respect to all

matters, claims, charges, demands, damages, causes of action,

debts, liabilities, controversies, judgments, and suits of every

kind and nature whatsoever, foreseen or unforeseen, known or

unknown, which have arisen or may arise between Officer  and

Company including, but not limited to, those in any way related

to Officer's employment and/or termination.

     Officer further agrees that he will not file suit or

otherwise submit any other charge, claim, complaint, or action to

any agency, court, organization, or judicial forum (nor will he

permit any person, group of persons, or organization to take such

action on his behalf) against Company arising out of any actions

or non-actions that have occurred on the part of Company.  Such

claims, complaints, and actions include, but are not limited to,

any based on alleged breach of an actual or implied contract of

employment between Officer and Company, or any claim based on

alleged unjust or tortious discharge (including any claim of

fraud, negligence, or intentional infliction of emotional

distress, any claim of discrimination and/or harassment based on

race, age, disability, taking a leave protected under the Family

and Medical Leave Act of 1993, and/or any other basis, any claim

of retaliation, any allegations of metal pain and suffering, loss

of reputation, humiliation or deprivation of Officer's legal

rights and any claim for lost salary, damages of any type or

description (including, without limitation, punitive,

compensatory or statutory), expenses of any type or description

(including, without limitation, attorney's fees)), any arising

under the Civil Rights Act of 1964, 42 U.S.C.  2000e et seq.,

the Age Discrimination in Employment Act, 29 U.S.C.  621 et

seq., the Fair Labor Standards Act of 1938, 29 U.S.C.  201 et

seq., the Rehabilitation Act of 1973, 29 U.S.C.  701 et seq.,

the Americans with Disabilities Act, 42 U.S.C.  2101, the Civil

Rights Act of 1871, 42 U.S.C.  1981, the Family and Medical

Leave Act of 1993, 19 U.S.C.  2601 et seq., the Missouri Human

Rights Act,  213.010 RSMo et seq., the Missouri Workers

Compensation law,  287 RSMo et seq., the Missouri Service Letter

Statute,  290.140 RSMo, or any other federal, state, or local

statutes or ordinances.  Officer further agrees that in the event

that any person or entity should bring such a charge, claim,

complaint, or action on his behalf, he hereby waives and forfeits

any right to recovery under said claim and will exercise every

good faith effort to have such claim dismissed.  Officer affirms

that he has no charge, claim, complaint or action against Company

pending in any government agency or court.

     Notwithstanding the above, Officer shall not waive, and

there shall be no release with respect to, any claim (other than

a claim disputing the validity of section 3(D) of the Severance

Agreement or the provisions of this Waiver) of Officer to enforce

any one or more of the provisions of the Severance Agreement.

     5.   Pending Lawsuit.  Officer agrees to make himself

available upon three days notice from Company, or its attorneys,

to be deposed, to testify at a hearing or trial or to accede to

any other reasonable request by Company in connection with any

lawsuit either currently pending against Company or any lawsuit

filed after Officer's separation that involves issues relating to

Officer's job responsibilities or to decisions made by him during

his employment with Company.

     6.   Injunctive Relief.  In the event of a breach or

threatened breach of any of Officer's duties and obligations

under this Waiver, Company shall be entitled, in addition to any

other legal or equitable remedies Company may have in connection

therewith (including any right to damages that Company may

suffer), to a temporary, preliminary and/or permanent injunction

restraining such breach or threatened breach.

     7.   Invalidity of Provisions.  In the event that any

provision of this Waiver is adjudicated to be invalid or

unenforceable under applicable law, the validity or

enforceability of the remaining provisions shall be unaffected.

To the extent that any provision of this Waiver is adjudicated to

be invalid or unenforceable because it is overbroad, that

provision shall not be void but rather shall be limited only to

the extent required by applicable law and enforced as so limited.

     8.   Knowing and Voluntary Waiver.  Officer hereby

acknowledges that he is entering into this Waiver knowingly and

voluntarily and understands that he is waiving valuable rights he

may otherwise be entitled to.

     9.   Governing Law.  This Waiver shall be construed and

governed by the laws of the State of Missouri, excluding its

choice of law provisions.

     10.  Gender.  Provisions in this Waiver used in the

masculine gender shall also include the feminine gender, as

appropriate.

     11.  Successors and Assigns.  This Waiver shall be binding

upon and inure to the benefit of any successors or assigns of

Officer or Company.

     12.  Defined Terms.  Unless otherwise defined herein,

capitalized terms used herein shall have the meanings assigned to

them in the Severance Agreement.

     13.  Miscellaneous.  The foregoing Waiver constitutes the

entire agreement among the parties and there are no other

understandings or agreements, written or oral, among them on this

subject.  Separate copies of the document shall constitute

original documents which may be signed separately but which

together will constitute one single agreement.  This Waiver will

not be binding on any party, however, until signed by all parties

or their representatives.







     IN WITNESS WHEREOF, the undersigned have executed this

General Waiver and Release.


     I HAVE READ THIS GENERAL WAIVER AND RELEASE, UNDERSTANDING
ALL ITS TERMS, AND SIGN IT AS MY FREE ACT AND DEED.


Date:                         ,
                                   Officer
     Subscribed and sworn to before me, a Notary Public, this
day of
                    ,         .


                              Notary Public
My Commission Expires:

     I HAVE READ THIS GENERAL WAIVER AND RELEASE, UNDERSTANDING
ALL ITS TERMS, AND SIGN IT ON BEHALF OF COMPANY AS THE FREE ACT
AND DEED OF COMPANY.

Date:

                                   COMPANY

                              By:

                              Name:

                              Title:


     Subscribed and sworn to before me, a Notary Public, this
day of
                    ,         .



                              Notary Public

My Commission Expires: