Exhibit 10.46

                EXECUTIVE SEVERANCE AGREEMENT
                              
   THIS EXECUTIVE 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
"Executive").

                    W I T N E S S E T H:
                              
     WHEREAS, RightCHOICE has engaged the services of
Executive as an "at-will" employee of RightCHOICE; and
     WHEREAS, RightCHOICE and Executive have entered into an
Officer Severance Agreement dated January 1, 1998 (the
"Officer Agreement") under which, as a condition of
Executive's employment, Executive has agreed to be bound by
certain covenants set forth in the Officer Agreement and
RightCHOICE has agreed to provide Executive certain
severance benefits upon the terms and conditions set forth
in the Officer Agreement;

     WHEREAS, the Compensation Committee of RightCHOICE's
Board of Directors believes that the concerns applicable to
senior executives when certain corporate events occur are
such that, in order to facilitate senior executives'
focusing on management issues in a manner that best serves
the interests of all stakeholders, such executives of
RightCHOICE should have the protections set forth herein in
the event that a Change in Control, as defined herein,
occurs;

     NOW, THEREFORE, in consideration of the mutual promises
herein contained, and intending to be legally bound, the
parties hereto do hereby agree as follows:
                              
                          SECTION 1
                      TERM OF AGREEMENT
                              
     The Agreement shall be effective as of the date 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 have the same
meaning as it is given in the Officer Agreement.

     B.   Annual Compensation.  "Annual Compensation" shall
mean the highest aggregate amount of the following items of
compensation paid in cash (or which would have been paid in
cash if they were not deferred pursuant to any qualified or
nonqualified deferred compensation arrangement or
contributed to a welfare benefit plan pursuant to an
election under a cafeteria plan) to Executive by the Company
during a calendar year which is in the most recent five-
consecutive-calendar-year period (or such shorter period of
consecutive calendar years during which Executive has been
employed by the Company) ending on or before the date of a
Change in Control:

               (i) base salary; and

               (ii) payments under any of the following
     incentive programs:
                    * Supplemental Income Plan;
                    * Short Term Public Offering Bonus;
                    * Management Incentive Plan (MIP);
                    * ABCBS Incentive Plan (AIP);
                    * Long Term Incentive Program;
                    * Sign-On Bonus;
                    * Equity 2000;
                    * Cost Reduction Incentive Plan;
                    * Sales Incentive Plan; and
                    * payments under any other incentive programs to the extent
                      that the Compensation Committee of the RightCHOICE Managed
                      Care, Inc. Board of Directors specifically approves 
                      payments under such incentive programs for inclusion in 
                      Annual Compensation for purposes of this Agreement.
                      
For purposes of clarity and without limiting the generality of
the foregoing definition, no amounts paid to Executive pursuant
to any qualified or nonqualified deferred compensation
arrangement, any cafeteria plan or any other benefit plan
qualify for inclusion in Annual Compensation, regardless of the
source of any such amounts and no award of stock options,
restricted stock or other rights under the Equity Incentive
Plan, nor any amounts received or income recognized in
connection with receipt of any such award or exercise of any
rights under any such award, shall be included in Annual
Compensation.

   C.   Base Pay.  "Base Pay" shall have the same meaning as
that term is given under the Officer Agreement.

   D.   Cause.  "Cause" shall have the same meaning as that
term is given under the Officer Agreement.

     E.   Change in Control.  "Change in Control" shall mean
the occurrence, while Executive 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 2(E)(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.
     
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 2(E)(v) or 2(E)(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 Executive 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 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.

     F.   Code.  "Code" shall have the same meaning as that
term is given under the Officer Agreement.

     G.   Company.  "Company" shall mean RightCHOICE, except
that, if any person or entity other than RightCHOICE employs
Executive 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
Executive 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.

     H.   Date of Termination.  "Date of Termination" shall
mean the effective date of Executive's termination of
employment.  If Executive 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
Executive in accordance with Section 6(B) hereof. If Company
delivers or mails a Notice of Termination hereunder to
Executive in accordance with Section 6(B) hereof, then the Date
of Termination shall be the date specified by Company in such
Notice of Termination.

     I.   Designated Beneficiary.  "Designated Beneficiary"
shall mean the beneficiary designated by Executive in
accordance with the Officer Agreement.

     J.   Disabled.  "Disabled" shall have the same meaning as
that term is given under the Officer Agreement.

     K.   Employee Statement.  "Employee Statement" shall have
the same meaning as that term is given under the Officer
Agreement.

     L.   Executive Severance Benefits.  "Executive Severance
Benefits" shall mean the benefits described in Section 3(B)
hereof.

     M.   Good Reason.  "Good Reason" shall mean the
occurrence, without the written consent of Executive and within
twenty-four (24) months following a Change in Control, of any
one or more of the following events (provided, however, that
none of the following events shall constitute Good Reason if at
the time of the occurrence of such event, or during the three-
month period prior to such occurrence, there is Cause):

                    (i)  the assignment to Executive of any
          duties or responsibilities inconsistent with
          Executive's status as a senior executive (that is, an
          executive holding the position of Senior Vice
          President or above) of Company or a substantial
          adverse alteration in the nature or status of
          Executive's responsibilities, job title or position
          from those in effect immediately prior to the Change
          in Control;
          
               (ii) a reduction by Company in the annual base
          salary that was applicable to Executive immediately
          prior to the Change in Control, a change to the short-
          term bonus formula that was applicable to Executive
          immediately prior to the Change in Control that
          reduces the amount payable at target level of
          performance, or a change to the long-term incentive
          formula that was applicable to Executive immediately
          prior to the Change in Control that reduces the stock
          options (or other award) at target level of
          performance;
          
                    (iii)     the relocation of Executive's
          principal place of performing his duties as an
          employee of the Company to a location in excess of
          seventy-five (75) miles from the location that was,
          immediately prior to the Change in Control,
          Executive's principal place of performing his duties
          as an employee of Company;
          
                    (iv)      a material reduction in the
          benefits and perquisites provided to Executive by
          Company or which Executive was eligible to receive
          from Company immediately prior to the Change in
          Control; or
          
                    (v)  Company's terminating the Agreement in
          violation of Section 5 hereof.
          
     N.   Good Reason Termination.  "Good Reason Termination"
shall mean Executive's terminating employment with the Company
following the occurrence of an event constituting Good Reason,
but only if:

               (i)  Executive, within sixty (60) days after
     being notified of or becoming aware of 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(N)(i), does not reverse
     the action or otherwise remedy the situation cited in the
     Notice of Termination as constituting Good Reason within
     ten (10) days after receiving such Notice of Termination;
     and
     
               (iii)     Executive terminates employment within
     three (3) months after being notified of or becoming aware
     of the occurrence of the event cited as constituting Good
     Reason in the Notice of Termination.
     
     O.   Involuntary Termination.  "Involuntary Termination"
shall mean the termination of Executive's employment by action
of Company within twenty-four (24) months following a Change in
Control for any reason other than Cause; provided, however,
that the termination of Executive's employment by Company shall
not be an Involuntary Termination if, immediately following
such termination of employment, Executive is employed by
another employer that is to abide by the provisions of this
Agreement as described in Section 2(G) hereof.

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

               (i)  a notice from Executive to Company advising
     Company of Executive's decision to terminate Executive's
     employment; or
     
               (ii)      a notice from Company to Executive
     advising Executive of Company's decision to terminate
     Executive'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 Executive to Company and if Executive believes such
termination is for Good Reason, then such Notice of Termination
shall specify that such termination is a termination for Good
Reason, the event(s) which Executive believes constitute Good
Reason and the facts and circumstances supporting such belief
of Executive. If a Notice of Termination is from Company to
Executive 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.

     Q.   Parent.  "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.

     R.   Standard Severance Benefits.  "Standard Severance
Benefits" shall mean the benefits described in Section 3(A) of
the Officer Agreement.

                           SECTION 3
                      SEVERANCE BENEFITS
                               
    A.   Standard Severance Benefits.  No benefits shall be
payable to Executive under this Agreement unless and until all
conditions specified herein are met, including, without
limitation, the occurrence of a Change in Control with the
necessary subsequent effect on Executive's employment.  Prior
to the occurrence of a Change in Control, any severance
benefits due to Executive upon termination of employment with
Company will be determined solely under the Officer Agreement.
Executive agrees that, if at any time Executive qualifies for
benefits under this Agreement, the Officer Agreement will
terminate automatically and the terms of the Officer Agreement
will be given no further effect whatsoever (except to the
extent such terms are incorporated herein or items in this
Agreement are determined with reference to such terms),
Executive will have no rights whatsoever arising under or in
connection with the Officer Agreement, no payment of any
benefits provided for in the Officer Agreement will be made to
Executive and this Agreement will constitute the sole and
exclusive authority for payment of severance benefits to
Executive.  Regardless of anything to the contrary in the
preceding sentence, if at any time Executive begins receiving
Standard Severance Benefits, this Agreement will terminate
automatically and its terms will be given no further effect
whatsoever, Executive will have no rights whatsoever arising
under or in connection with this Agreement, no payment of any
benefits provided for herein will be made to Executive and the
Officer Agreement will constitute the sole and exclusive
authority of payment of severance benefits to Executive.

     B.   Executive Severance Benefits.  Subject to Sections
3(C), 3(D), 3(E) and 4(D)(ii) hereof, in the event of
Executive's Involuntary Termination or Good Reason Termination,
Company shall pay for outplacement services for Executive of
the type customarily provided by Company to senior execuitves
at the time of Executive's Involuntary Termination or Good
Reason Termination and shall pay Executive an amount equal to
the greater of:

             (i)  two (2) times Executive's Annual
Compensation; or

               (ii) an amount equal to:

                    (a) three (3) times Executive's Base Pay
          plus,
                    (b) for a period of twelve (12) months
               starting on the Date of Termination, an amount
               equal to the portion of the premiums (to the
               extent such premiums are due) for Executive's
               health, dental, vision and life insurance that
               is equivalent to the portion of the premiums for
               such coverages that the Company pays on behalf
               of similarly situated executives employed by
               Company during such twelve (12) month period.
               
Such Executive Severance Benefits will commence as soon as
practicable following the Date of Termination, and will be paid
in twenty-four (24) substantially equal monthly installments,
in the case of Executive Severance Benefits under Section
3(B)(i) above, or in thirty-six (36) monthly installments, in
the case of Executive Severance Benefits under Section 3(B)(ii)
above, with the first 12 such installments equaling 1/36th of
the amount determined under Section 3(B)(ii)(a) plus 1/12th of
the amount determined under Section 3(B)(ii)(b) above and the
remaining such installments equaling 1/36th of the amount
determined under Section 3(B)(ii)(a).  Company's obligation to
pay the amounts specified in Section 3(B)(ii)(b) above shall be
reduced by any and all amounts Company pays toward Executive's
health, dental, vision and life insurance with respect to
periods after the Date of Termination.

     C.   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 Executive
     (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 Executive 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 Executive is entitled to Executive Severance
     Benefits hereunder, Executive is employed (including
     employment by the Company or an Affiliate, 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
     Executive the aggregate remaining amounts to be paid to
     Executive under Section 3(B)(i) or 3(B)(ii)(a) hereof in a
     lump sum; and (b) payments for outplacement services and
     payments under Section 3(B)(ii)(b) hereof shall cease as
     of the date of commencement of such employment, but if
     payments for outplacement services and/or under Section
     3(B)(ii)(b) 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(B)(ii)(a) hereof,
and Executive 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 Executive is Disabled
during any period while Executive is entitled to Executive
Severance Benefits hereunder, then, during any such period
that Executive is Disabled, any amounts payable under Section
3(B) 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 Executive pursuant to any long-term
disability plan maintained by Company.

          (iv)      Death.  If Executive dies during any
period while Executive is entitled to Executive Severance
Benefits hereunder, then a lump sum amount equal to the total
remaining amounts payable to Executive at the time of
Executive's death under Section 3(B) hereof shall be paid to
Executive'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 Executive's death
to any beneficiary designated by Executive other than Company
under any Company life insurance program.

          (v)  Criminal Charges.  If at any time after
Executive Severance Benefits become payable hereunder and
prior to the completion of the payment of such benefits
Executive is charged with a felony, or other crime involving
moral turpitude, which crime relates to activities of
Executive occurring during the period Executive 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(C)(v) after such
criminal charge is resolved; provided, however, that such
payments shall cease and no further payments shall be made at
any time Executive is convicted of, or enters a guilty plea
to, such crime by or before a court of competent
jurisdiction.

D.   Limitations on Benefits.

          (i)  Code Limitations.  In the event that the
aggregate of any amounts payable to or on behalf of Executive
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 Executive 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(D)(ii): (a) no portion of any benefit the receipt or
enjoyment of which Executive 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 Executive
     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
     Executive, 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.
                                 
       E.   General Waiver and Release.  Notwithstanding any
provision to the contrary in the Agreement, Executive acknowledges
that in addition to other conditions set forth in the Agreement,
Executive Severance Benefits shall be conditioned upon the prior
execution by Executive of a general waiver and release
(hereinafter referred to as "Waiver") as described in this Section
3(E), and Executive shall not be eligible for Executive Severance
Benefits unless and until Executive has executed the Waiver within
ninety (90) days following the later of Executive's termination of
employment.  The Waiver shall be substantially in the form
attached hereto as Exhibit A and shall generally waive all claims
Executive has or may have against Company or an 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 Executive 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(E) or the Waiver) of Executive to enforce any
one or more of the provisions of the Agreement.

                             SECTION 4
                       EXECUTIVE'S COVENANTS
                                 
     A.   Employee Statement.  Executive agrees to abide by the
Employee Statement (including, but not limited to, the Company
Statement of Corporate Ethics).

     B.   Covenant Not To Disclose.  Executive acknowledges that
during the course of Executive's employment with Company,
Executive 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, Executive hereby agrees and acknowledges that
Executive owes a duty to Company not to disclose, and agrees that,
during and after the term of Executive's employment, Executive
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 Executive's
duties as an employee of Company, or as required by law or legal
process. Executive will use Executive'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 Executive's duties as an employee of Company, or as may
be required by law or legal process. Executive will return to
Company all Confidential Information in Executive's possession or
under Executive's control when the duties of Executive as an
employee of the Company no longer require Executive's possession
thereof, or whenever Company shall
so request, and, in any event, will promptly return all such
Confidential Information if Executive'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 Executive is Confidential Information.

     C.   Covenant Not to Compete.
     
               (i)  Executive agrees that during the term of
     Executive s employment by Company and for a period consisting
     of the greater of: (i) the period over which any Executive
     Severance Benefits are to be paid under this Agreement
     (whether or not payment is accelerated hereunder), or (ii)
     one year from and after the termination of Executive's
     employment (such term of employment and applicable subsequent
     period are referred to collectively herein as the
     "Noncompetition Period"), Executive 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 Executive in any such capacity directly or
          indirectly performs services in an aspect of such
          business which is competitive with Company or an
          Affiliate;
          
                         (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 Executive, 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 Executive's obligations
     under this Section 4(C), Executive 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) Executive acknowledges that Executive'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 Executive 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
     Executive 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 Executive in accordance with Section 6(B) hereof
     Executive 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 Executive), 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 Executive, and
     each and every person, firm or company acting in concert or
     participation with Executive, from the continuation of such
     breach and, in addition thereto, Executive 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 Executive Company shall no longer be obligated
     to pay any benefits to Executive under this Agreement.
     
               (iii)     The covenants and obligations of
     Executive 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 Executive to the Company,
     whether express or implied in fact or in law.
                                 
                             SECTION 5
               AMENDMENT OR TERMINATION OF AGREEMENT
                                 
     Company may terminate this Agreement effective as of any date
by giving Executive, 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 Executive'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
Executive 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 Executive's obligations under Sections 4(A) and (B) of
this Agreement.  Company and Executive may amend this Agreement at
any time by written instrument signed by Company and Executive.
                                 
                             SECTION 6
                           MISCELLANEOUS
                                 
     A.   Employment.  This Agreement does not, and shall not be
construed to, give Executive 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 Executive "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 Executive:

                    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
the Officer Agreement) 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 Executive, but it may be assigned by Company,
without notice to or consent of Executive, 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 Executive's lifetime the
Agreement and all rights and obligations of Executive hereunder
shall be enforceable by and binding upon Executive's guardian or
other legal representative in the event Executive is unable to act
on his own behalf for any reason whatsoever, and upon Executive's
death the Agreement and all rights and obligations of Executive
hereunder shall inure to the benefit of and be enforceable by and
binding upon Executive'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; provided, however, that, regardless of
anything to the contrary in the rules of the American Arbitration
Association, the arbitrator shall have authority to review all
findings of fact, determinations of benefits and interpretations
of this Agreement made by the Company and to overturn same, and
substitute a different finding of fact, determination of benefits
or interpretation of this Agreement therefor, if the arbitrator
determines, based on the record in such arbitration and such other
factors as he determines are relevant, that he would have made a
different finding of fact, determination of benefits or
interpretation of this Agreement than the Company made in any
particular instance. 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 Executive by Company outside of the
Agreement amounts equal to any taxes required to be withheld from
payments made pursuant to the Agreement, unless Executive 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 Executive 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

                                   /s/ Edward J. Tenholder
                                   Executive

   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
                                 
                    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: