RIGHTCHOICE MANAGED CARE INC, DEF 14A, 2000-06-12

RIGHTCHOICE MANAGED CARE INC
DEF 14A, 2000-06-12
HOSPITAL & MEDICAL SERVICE PLANS

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SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)

Filed by the Registrant /x/
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as Permitted by Rule
14a-6(e)(2))

/x/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

RIGHTCHOICE MANAGED CARE, INC.
------------------------------------------------
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

/x/ No fee required.

/ / Fee Computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth in the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

[Letterhead of RightCHOICE Managed Care, Inc.]

John A. O'Rourke
Chairman, President and
Chief Executive Officer

June 12, 2000

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of
Shareholders of RightCHOICE Managed Care, Inc., to be held at the
principal executive offices of the Company, located at 1831 Chestnut
Street, St. Louis, Missouri, on Tuesday, July 11, 2000, commencing at
11:00 a.m., local time. The business to be conducted at the Annual
Meeting is described in the attached Notice of Annual Meeting and Proxy
Statement. In addition, there will be an opportunity to meet with
members of senior management and review the business and operations of
the Company.

Your Board of Directors joins with me in urging you to attend the
Annual Meeting. Whether or not you plan to attend the Annual Meeting,
however, please sign, date and return the enclosed proxy card promptly.
A prepaid return envelope is provided for this purpose. You may revoke
your proxy at any time before it is exercised or if you attend the
Annual Meeting and prefer to vote in person.

Very truly yours,

/s/ John A. O'Rourke

John A. O'Rourke
Chairman, President and
Chief Executive Officer

RIGHTCHOICE(R) MANAGED CARE, INC.
1831 CHESTNUT STREET
ST. LOUIS, MISSOURI 63103-2275

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME 11:00 a.m. local time on Tuesday, July 11, 2000

PLACE RightCHOICE Managed Care, Inc.
1831 Chestnut Street
St. Louis, Missouri 63103

ITEMS OF BUSINESS (1) To elect two directors to Class III of the
Company's Board of Directors to hold
office for a three-year term expiring at
the 2003 Annual Meeting of the
Shareholders of RightCHOICE and until
their respective successors are duly
elected and qualified or until their
respective earlier resignation or removal;

(2) To transact such other business as
properly may come before the Annual Meeting and
any postponement, continuation or adjournments
thereof.

RECORD DATE You are entitled to vote if you were a
shareholder at the close of business on June 7,
2000.

VOTING BY PROXY All shareholders are cordially invited to attend
the Annual Meeting. Whether or not you intend
to be present at the Annual Meeting, the Board
of Directors of RightCHOICE requests you to
promptly sign, date and return the enclosed
proxy card. You may revoke your proxy at any
time before it is exercised, and it will not be
used if you attend the Annual Meeting and prefer
to vote in person. Your vote is important, and
all shareholders are urged to be present at the
Annual Meeting in person or by proxy.

By Order of the Board of Directors

/s/ Angela F. Braly

Angela F. Braly
Secretary

June 12, 2000

<PAGE>
<PAGE>
2000 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

PROXY SOLICITATION AND VOTING PROCEDURES 1
Your vote is very important 1
Who can vote 1
The number of votes you have 1
How you can vote 1
Quorum requirement 1
How proxies will be voted 2
How you can revoke your proxy and change your vote 2
Costs and method of solicitation 2

ITEM 1 -- ELECTION OF DIRECTORS 2
Nominees 2
Vote required to elect directors 3
Recommendation 3

ITEM 2 -- OTHER BUSINESS 3
INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS 3
General 3
Nominees and Directors Continuing in Office 3

DIRECTOR COMPENSATION 5
Directors' Fees 5
Directors' Stock Option Plan 6
Directors' Deferred Compensation Plan 6

MEETINGS 6
COMMITTEES 7

EXECUTIVE COMPENSATION AND OTHER INFORMATION 7
Remuneration 7
Option Grants 9
Option/SAR Exercises and Holdings 10
O'Rourke Employment Agreement 10
Executive Severance Agreements 11
Officers' Severance Agreements 12
Pension Plans 12

COMPENSATION COMMITTEE REPORT 14
Compensation Policy 14
Compensation Program and Components 14
Compensation Committee Interlocks and Insider Participation 16

COMPANY PERFORMANCE 16

OWNERSHIP OF RIGHTCHOICE CAPITAL STOCK 17
Ownership by Management 17
Ownership of Certain Beneficial Owners 19

CERTAIN TRANSACTIONS 20
Reorganization Agreement 20
Administrative Services Agreement 20
Tax Allocation Agreement 21
Lease 21

INDEPENDENT AUDITORS 21

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 21

ANNUAL REPORT 21

SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING 22

RIGHTCHOICE MANAGED CARE, INC.
1831 CHESTNUT STREET
ST. LOUIS, MISSOURI 63103
(314) 923-4444
_________________

PROXY STATEMENT
_________________

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 11, 2000
_________________

PROXY SOLICITATION AND VOTING PROCEDURES

YOUR VOTE IS VERY IMPORTANT

The Board of Directors of RightCHOICE Managed Care, Inc. is
soliciting proxies for RightCHOICE's 2000 annual meeting. RightCHOICE
is first mailing this proxy statement and the form of proxy to
shareholders on or about June 12, 2000.

WHO CAN VOTE

Shareholders of record on June 7, 2000, may vote at the annual
meeting. On June 7, 2000, 3,710,866 shares of class A common stock and
14,962,500 shares of class B common stock were outstanding and thereby
entitled to vote at the annual meeting. Blue Cross and Blue Shield of
Missouri owns all of the outstanding shares of the class B common stock.

THE NUMBER OF VOTES YOU HAVE

You have 1 vote for each share of class A common stock that you
held on June 7, 2000. Each share of class B common stock has 10 votes
per share. The holders of the class A common stock and the class B common
stock will vote together as a single class on all matters voted upon at
the annual meeting.

HOW YOU CAN VOTE

There are two ways you can vote:

* by proxy - simply indicate your vote by completing the
enclosed proxy card, sign and date the proxy card and return
it in the envelope provided, or

* in person - attend the annual meeting and vote in person (if
your shares are held in the name of a broker, you should
bring instructions from your broker to vote in person).

QUORUM REQUIREMENT

In order for there to be a quorum to elect directors and to
transact any other business at the annual meeting, a majority of (1) the
total number of outstanding shares of class A common stock, (2) the total
number of outstanding shares of class B common stock, and (3) the total
number of outstanding shares of class A common stock and class B common
stock taken together must be present in person or by proxy at the annual
meeting.

HOW PROXIES WILL BE VOTED

If you properly execute and return your proxy in time, your shares
of class A common stock will be voted in accordance with your
instructions. If you do not give instructions on your proxy, your
shares of class A common stock will be voted in favor of the election of
William H.T. Bush and William J. Schicker to the Board of Directors.

Shares represented by proxies that are marked "withhold authority"
will be counted to determine the presence of a quorum at the annual
meeting but will have the effect of a vote against a director. Shares
represented by a proxy as to which there is a "broker non-vote" (for
example, where a broker does not have discretionary authority to vote
the shares), will be counted to determine the presence of a quorum at
the annual meeting, but will have no effect on the vote.

As of the date of this proxy statement, RightCHOICE is not aware
of any matters which may come before the annual meeting other than the
matters discussed in this proxy statement. If any other matter properly
comes before the annual meeting, the proxy holders will vote the shares
of common stock represented by your proxy in their discretion.

HOW YOU CAN REVOKE YOUR PROXY OR CHANGE YOUR VOTE

You may revoke a properly executed proxy at any time before it is
exercised by:

* filing a written revocation with the secretary of
RightCHOICE prior to the annual meeting,

* filing a duly executed proxy bearing a later date with the
secretary of RightCHOICE prior to the annual meeting, or

* voting in person at the annual meeting (if your shares
are held in the name of a broker, you should bring
instructions from your broker to vote in person).

COSTS AND METHOD OF SOLICITATION

Directors, officers, employees and agents of RightCHOICE will
solicit proxies primarily by mail, telephone, telegram, fax or
personally. They will not receive any additional compensation for their
solicitation. RightCHOICE will pay all expenses of the proxy
solicitation. RightCHOICE will request brokers, nominees, fiduciaries
and other custodians to forward soliciting material to the beneficial
owners of class A common stock and will reimburse these persons for their
reasonable out-of-pocket expenses.

ITEM 1 - - ELECTION OF DIRECTORS

NOMINEES

William H.T. Bush and William J. Schicker are the nominees for
election to the Board of Directors. Mr. Bush is presently a member of
the Board of Directors. If elected, each has consented to serve for a
3-year term until RightCHOICE's annual meeting in 2003 and until their
respective successors are duly elected and qualified. Information about
each of the two nominees and the other directors of RightCHOICE appears
beginning on page 3.

VOTE REQUIRED TO ELECT DIRECTORS

The election of each nominee for director must be approved by a
majority of the shares entitled to vote on the election of directors and
present, in person or by proxy at the annual meeting. Cumulative voting
for the election of directors is not available.

Unless instructed otherwise, the proxy holders will vote for
William H.T. Bush and William J. Schicker as directors. Although
RightCHOICE has no reason to believe that Mr. Bush or Mr. Schicker will
decline or be unable to serve as a director if elected, if that were to
occur, the proxy holders will vote for another person designated by the
Board of Directors.

You may withhold authority to vote for both nominees or for either
nominee. Votes withheld will be excluded from the vote.

Blue Cross and Blue Shield of Missouri, as the owner of all of the
outstanding shares of the class B common stock, has the voting power to
elect both of the directors.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR WILLIAM H.T.
BUSH AND WILLIAM J. SCHICKER, THE NOMINEES LISTED UNDER ITEM 1 ON THE
PROXY.

ITEM 2 - - OTHER BUSINESS

As of the date of this proxy statement, the Board of Directors is
not aware of any other matters which may come before the annual meeting.

INFORMATION ABOUT NOMINEES AND OTHER DIRECTORS

GENERAL

The Board of Directors is divided into 3 classes of directors,
with the directors in each class serving a 3-year term until their
respective successors are duly elected and qualified or until their
earlier resignation and removal. The terms of William H.T. Bush and
Norman J. Tice expire at the annual meeting. William H.T. Bush and
William J. Schicker have been nominated for election as Class III
directors whose terms will expire in 2003. The terms of Earle H.
Harbison, Jr. and Gloria W. White expire in 2001, and the terms of
John A. O'Rourke and Roger B. Porter, Ph.D. expire in 2002.

Ronald G. Evens, M.D., resigned from the Board in October 1999. His
term would have expired in 2002. The Board of Directors has determined not
to immediately fill the vacancy resulting from Dr. Evens' resignation.

NOMINEES AND DIRECTORS CONTINUING IN OFFICE

The following table sets forth certain information about each
nominee and director of RightCHOICE.

NOMINEES FOR CLASS III: TERM TO EXPIRE IN 2003

NAME AGE PRESENT POSITION DIRECTOR
---- ---
William H.T. Bush 61 Director 1994
William J. Schicker 65 Nominee N/A

CLASS III: TERM TO EXPIRE IN 2000

PRESENT POSITION DIRECTOR
NAME AGE WITH RIGHTCHOICE SINCE
---- --- ---------------- --------
William H.T. Bush 61 Director 1994
Norman J. Tice 64 Director 1994

CLASS I: TERM TO EXPIRE IN 2001

PRESENT POSITION DIRECTOR
NAME AGE WITH RIGHTCHOICE SINCE
---- --- ---------------- --------
Earle H. Harbison, Jr. 71 Director 1994
Gloria W. White 65 Director 1994

CLASS II: TERM TO EXPIRE IN 2002

PRESENT POSITION DIRECTOR
NAME AGE WITH RIGHTCHOICE SINCE
---- --- ---------------- --------
John A. O'Rourke 56 Chairman, President 1997
and Chief Executive
Officer
Roger B. Porter, Ph.D. 53 Director 1994

The business experience of each of the nominees and directors of
RightCHOICE is as follows:

WILLIAM H.T. BUSH has served as a director since April 1994.
Mr. Bush currently serves as Chairman of the audit committee, the finance
and investment committee and the nominating committee. He served on the
Blue Cross and Blue Shield of Missouri Board of Directors from 1989 to
1994 and as Secretary of the Blue Cross and Blue Shield of Missouri
Board of Directors from 1990 to 1994. Mr. Bush is the Chairman of Bush-
O'Donnell & Company, Inc. of St. Louis, an investment management and
financial advisory firm he founded in 1986. Prior to 1986, Mr. Bush
served as President and director of The Boatmen's National Bank of
St. Louis. Mr. Bush currently is a director of Mississippi Valley
Bancshares, Inc., Maritz, Inc., D.T. Industries, Inc., the Lord-Abbett
Family of Mutual Funds and Engineered Support Systems, Inc.

WILLIAM J. SCHICKER is nominated to serve as a Class III director
for a term to expire in 2003. Mr. Schicker has served as a director of
Blue Cross and Blue Shield of Missouri since August, 1994, and of HMO
Missouri, Inc., a subsidiary of RightCHOICE since August, 1995.
Mr. Schicker is the owner and president of McMahon Ford Company, Barreth
Chrysler Company, Ford Groves Company, McMahon Lincoln Mercury and J.D.
Byrider, all of which are automobile dealerships located in the
metropolitan St. Louis, Missouri area. He is a director of Citizens
National Bank and numerous community organizations including the Boys
Club of St. Louis, the Urban League of Metropolitan St. Louis and the
St. Louis Sports Commission.

NORMAN J. TICE has served as a director since April 1994. Mr. Tice
served as Vice Chairman of RightCHOICE from September 1995 to October
1997 and as Chairman of RightCHOICE from April 1994 to August 1995. He
also was a director of Blue Cross and Blue Shield of Missouri from 1986
to July 1994 and has been a director of Blue Cross and Blue Shield of
Missouri since January 1996. Mr. Tice served as Chairman of the Blue
Cross and Blue Shield of Missouri Board of Directors from 1990 to 1994
and has served in that capacity since January 1996. Mr. Tice is a
consultant in the financial services industry. He retired from
Boatmen's Bancshares, Inc. in May 1996 where he had served in various
senior management positions. He is a member of the Mastercard
International, Inc. Global Board of Directors and serves as Chairman
Emeritus. He is also a director of General Credit Forms, Inc. and
Intelidata and is an advisory director of First National Bank of St. Louis
and a commissioner of the Bi-State Development Agency.

EARLE H. HARBISON, JR. has served as a director since April 1994.
Mr. Harbison currently serves as Chairman of the compensation committee.
Since September 1993, Mr. Harbison has served as Chairman of Harbison
Corporation, a manufacturing company located in St. Louis. From May 1986
until his retirement in September 1993, he served as President, Chief
Operating Officer and a director of Monsanto Company. Mr. Harbison is a
director of HealthLink, Inc., Angelica Corporation, National Life
Insurance Co., Mutual of America, Washington University, Barnes-Jewish
Hospital, Automobile Club of Missouri and the National Law Center,
George Washington University.

GLORIA W. WHITE has served as a director since November 1994.
Mrs. White currently serves as Chair of the litigation committee. She
served on the Board of Directors of Blue Cross and Blue Shield of
Missouri from 1986 to 1996 and as Chair of the Blue Cross and Blue
Shield of Missouri Board of Directors from August 1994 to January 1996.
Mrs. White has been Vice Chancellor Emerita of Washington University
since June 1997 and has served in various other capacities at Washington
University since 1967. She currently serves as Chair of the American
Red Cross North Central Region. Mrs. White is also a director of HMO
Missouri, Inc., Missouri Goodwill Industries, United Way of Greater
St. Louis, the St. Louis Symphony and the St. Louis Art Museum, a member
of the FirStar Private Banking Advisory Committee, Chair of The Sheldon
Foundation Board of Trustees and a member of the Executive Committee of
United Way of Greater St. Louis.

JOHN A. O'ROURKE has served as a director and as Chairman and
Chief Executive Officer of RightCHOICE since February 1997 and as
President of RightCHOICE since March 1997. Mr. O'Rourke also has served
as President and Chief Executive Officer of Blue Cross and Blue Shield
of Missouri since March 1997. He served as President and Chief
Executive Officer of HealthLink, Inc., now a subsidiary of RightCHOICE,
from January 1985 to February 1997. Prior to joining HealthLink,
Mr. O'Rourke was a member of the Federal Senior Executive Service and
served for approximately 15 years in the United States Department of
Health and Human Services in several capacities, including Deputy
Director of the Office of Health Maintenance Organizations, Deputy
Director of the Office of Health Practice Assessment and Senior Policy
Analyst in the Office of the Surgeon General. Prior to serving in the
Department of Health and Human Services, Mr. O'Rourke was the Director of
the Department of Economic Research for the American Medical
Association.

ROGER B. PORTER, PH.D. has served as a director since April 1994.
Dr. Porter currently serves as Chairman of the business opportunities
committee. Since 1993, Dr. Porter has served as IBM Professor of
Business and Government at the John F. Kennedy School of Government at
Harvard University. From 1989 to 1993, Dr. Porter served as Assistant to
the President of the United States for Economic and Domestic Policy.
From 1985 to 1989, Dr. Porter was Professor of Business and Government at
Harvard University and Faculty Chairman of the Program for Senior
Managers in Government. He is a director of HMO Missouri, Inc., Zions
Bancorporation, National Life Insurance Company, Tenneco Automotive, and
PACTIV Corporation.

There is no arrangement or understanding between any director and
any other person pursuant to which the director was selected as a
director. None of the corporations or other organizations that employ or
employed the directors of RightCHOICE are parents, subsidiaries or
affiliates of RightCHOICE.

DIRECTOR COMPENSATION

Directors' Fees

In 1999, each director who was not an employee of RightCHOICE or
its subsidiaries or of Blue Cross and Blue Shield of Missouri received:
(1) an annual retainer of $13,000, (2) $800 for each meeting attended
and (3) reimbursement of reasonable out-of-pocket expenses incurred in
conjunction with attending Board and committee meetings. Each non-
employee director also received $700 for each committee meeting
attended, except the committee chair who received $900 for each
committee meeting

attended. Each non-employee director was also entitled to receive
additional fees for attending lengthy meetings. No additional fees were
paid to directors in 1999. Directors serving on the business
opportunities committee also received $275 per hour for any additional
efforts expended on committee matters outside of the meetings.

In 2000, RightCHOICE's non-employee director compensation was
increased so that each non-employee director is paid: (1) an annual
retainer of $26,500, (2) $1,000 for each Board meeting attended and
(3) $1,000 for each committee meeting attended, except the committee
chair who is paid $1,200 for each committee meeting attended.

Directors' Stock Option Plan.

RightCHOICE has adopted a stock option plan for non-employee
directors to provide non-employee directors with stock options to
purchase shares of class A common stock. The purpose of the plan is to
attract and retain qualified outside directors and to provide additional
incentive for these directors to promote the success of RightCHOICE's
business through sharing in the future growth of the business. Only
non-employee directors, currently 5 individuals, are eligible to
participate in the directors' stock option plan.

Under the plan, each year RightCHOICE grants each non-employee
director an option to purchase 1,000 shares of class A common stock.
Each person who is elected for the first time as a non-employee director
is granted an option to purchase a pro-rated number of shares of class A
common stock based upon the number of months until the next annual
grant. The aggregate number of shares of class A common stock that may
be issued under options granted under the directors' stock option plan
is limited to 60,000 shares, subject to adjustment in the event of
various changes in RightCHOICE's capital structure. The directors'
stock option plan is administered by a committee designated by the Board
of directors and composed of directors who are not otherwise eligible to
be participants in the plan. In 1999, John A. O'Rourke was the only
member of this committee.

The exercise price for an option is the closing price of the
class A common stock on the New York Stock Exchange on the date of grant.
Each option expires 10 years from the date of grant. In the event of a
change in control of RightCHOICE, the committee which administers the
option plan has the discretion to accelerate the vesting of options,
require the cash-out of options, adjust the options to reflect the
change in control, or deem the options to be exercisable for the
consideration which would have been received had the options been
exercised prior to the change in control.

Directors' Deferred Compensation Plan.

Non-employee directors may also elect to participate in a
nonqualified deferred compensation plan. Under the plan, non-employee
directors may make an annual election to defer a portion or all of their
directors' fees. Directors may invest their deferred directors' fees in
various mutual funds or they may purchase shares of class A common stock.

MEETINGS

During 1999, the Board of Directors of RightCHOICE held 11
meetings, including regularly scheduled and special meetings. All
directors attended (including attendance by telephone conference) at
least 75% of the meetings of the Board and of the committees on which
they served that were held during 1999, except for Earle H. Harbison,
Jr., who attended 72% of the meetings of the Board and of the committees
on which he served that were held during 1999.

COMMITTEES

Pursuant to RightCHOICE's Bylaws, the Board of Directors has
established the following committees:

Audit Committee. The audit committee assists the Board of
Directors in fulfilling its responsibilities with respect to
RightCHOICE's internal control structure and financial reporting
practices by reviewing the audited financial information which is
provided to the shareholders and others, the system of internal controls
that management and the Board of Directors have established, and the
internal and external audit processes. The audit committee is
responsible for recommending the appointment of RightCHOICE's
independent auditors and reviewing the terms of their engagement,
reviewing RightCHOICE's policies and procedures with respect to internal
auditing, corporate compliance, accounting and financial controls, and
reviewing the scope and results of audits and any auditor
recommendations. The current members of the audit committee are
William H.T. Bush, Chairman, Roger B. Porter, Ph.D., and Gloria W. White.
The audit committee met four times in 1999.

Compensation Committee. The compensation committee has general
responsibility for recommending to the Board of Directors the
compensation and benefits of RightCHOICE's executive officers. The
compensation committee also has the power and authority vested in the
Board of Directors by any benefit plan of RightCHOICE. In addition, the
compensation committee makes recommendations to the Board of Directors
with regard to the compensation of the Board and its committees, other
than the compensation committee. The current members of the
compensation committee are Earle H. Harbison, Jr., Chairman, William
H.T. Bush, Roger B. Porter, Ph.D., and Gloria W. White. The compensation
committee met five times in 1999.

Nominating Committee. In December 1998, the nominating committee
was established for the purpose of making recommendations to the Board
of Directors for nominations to the Board. The nominating committee
consists of William H.T. Bush, Chairman, Earle H. Harbison, Jr., Roger
B. Porter, Ph.D., and Gloria W. White. The nominating committee met one
time in 1999. The nominating committee has not yet determined whether
it will consider nominees to the Board of Directors recommended by
shareholders. Shareholders may, however, nominate candidates to the
Board of Directors in accordance with the procedures set forth in
RightCHOICE's Bylaws.

In addition to the committees listed above, the Board of Directors
also has established the finance and investment, joint litigation and
RightCHOICE business opportunities committees.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

REMUNERATION

The following table summarizes for the years ended December 31,
1999, 1998 and 1997 all of the compensation RightCHOICE paid to its
5 most highly compensated executive officers, including its Chief
Executive Officer. The compensation paid by RightCHOICE includes
amounts Blue Cross and Blue Shield of Missouri fully reimbursed to
RightCHOICE under an administrative services agreement.

As a general matter, "salary" includes amounts each named
executive electively deferred under RightCHOICE's 401(k) plan, executive
deferred compensation plan and Section 125 plan. The 401(k) plan enables
participants to voluntarily reduce their salary up to the lesser of 15%
of compensation or the maximum dollar amount allowed under the Internal
Revenue Code. RightCHOICE matches 60% of these contributions up to 5%
of a participant's compensation. The matching contribution, which is
included under the column entitled "All Other Compensation," vests over
a period of years and is 100% vested after 5 years of service. The
deferred compensation plan permits additional elective deferrals and

additional matching contributions and restores benefits that cannot be
contributed to and provided by RightCHOICE because of limits imposed by
the Internal Revenue Code. RightCHOICE has not granted any stock
appreciation rights.

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Annual Compensation Long-Term Compensation
---------------------------------- --------------------------------------------
Awards Payouts
--------------------------------------------
Securities
Other Under-
Annual Restricted Lying All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Salary Bonus<F1> sation Award(s) SARs Payouts sation<F2>
Position Year ($) ($) ($) ($) (#) ($) ($)
----------------------------- ---- -------- --------- ------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John A. O'Rourke<F3> 1999 $400,000 $284,460 $ 0 $0 26,558 $0 $145,583
Chairman, President, and 1998 375,000 228,552 0 0 34,080 0 53,784
Chief Executive Officer 1997 322,365 114,309 0 0 24,010 0 583,046<F4>

Sandra A. Van Trease 1999 $300,000 $209,930 $ 0 $0 21,246 $0 $ 27,384
Senior Executive Vice 1998 258,333 156,195 0 0 20,292 0 19,552
President, Chief Operating 1997 208,750 0 0 0 12,926 0 13,397
Officer and Chief
Financial Officer

Angela F. Braly<F5> 1999 $250,000 $177,829 $ 0 $0 37,705 $0 $ 9,298
Executive Vice President,
General Counsel and Corporate
Secretary

Michael Fulk<F6> 1999 $217,300 $150,201 $ 0 $0 11,615 $0 $ 14,595
Senior Vice President and 1998 205,000 91,193 30,000 0 24,730 0 8,400
Chief Marketing Officer

Herbert B. Schneiderman 1999 $201,400 $121,514 $ 0 $0 9,419 $0 $ 13,698
Senior Vice President 1998 190,000 83,028 0 0 11,048 0 13,941
Medical Delivery Systems 1997 190,000 0 0 0 12,215 0 13,892

<FN>
---------------

<F1> The bonus reported in the table for Mr. O'Rourke includes
compensation paid under the Blue Cross and Blue Shield of Missouri
Management Incentive Plan based upon (1) Blue Cross and Blue Shield of
Missouri's overall corporate financial performance as measured by its
operating profit/loss excluding investment income, extraordinary
income/expense and taxes on income, and (2) the attainment of certain
individual performance goals. Of the amounts reported for Mr. O'Rourke,
the Blue Cross and Blue Shield of Missouri Management Incentive Plan
accounted for 50% of the amount paid for 1999, 61% of the amount paid
for 1998 and 100% of the amount paid for 1997. RightCHOICE initially
paid these amounts but was fully reimbursed by Blue Cross and Blue
Shield of Missouri. Otherwise, for all other named executives the bonus
consists of compensation paid under the Alliance Blue Cross Blue Shield
Incentive Plan. Amounts are payable under the plan upon the achievement
of a pre-defined annual corporate operational target -- net income less
extraordinary charges. RightCHOICE met its pre-defined annual corporate
target in 1999 and 1998 but not in 1997 and therefore did not pay a
bonus under the plan in 1997.

<F2> Includes (1) reimbursed matching contributions that accrued during
the year ended December 31, 1999, 1998 and 1997, respectively, for the
accounts of the named executives under the 401(k) plan and the deferred
compensation plan, (2) the value of term life insurance assigned to the
named executives under split dollar universal life insurance policies
owned by RightCHOICE, (3) earnings on amounts deferred under the
deferred compensation plan for the named executives, and (4) an
automobile lease arrangement or car allowance for the named executives.
In each case with respect to Mr. O'Rourke, Blue Cross and Blue Cross and
Blue Shield of Missouri reimburses RightCHOICE for amounts attributable
to Mr. O'Rourke's service to Blue Cross and Blue Shield of Missouri.
Matching contributions that accrued under the 401(k) plan and the
deferred compensation plan for 1999, 1998 and 1997 were $24,407,
$17,968 and $6,681, respectively, for Mr. O'Rourke, $13,686, $9,425 and
$4,800, respectively,

for Ms. Van Trease, $0 for 1999 for Ms. Braly, $4,800 and $0 for 1999 and
1998 for Mr. Fulk, and $4,800, $4,800 and $4,800, respectively, for
Mr. Schneiderman. The value of the term life insurance attributable to
RightCHOICE (and with respect to Mr. O'Rourke, to Blue Cross and Blue
Shield of Missouri) for 1999, 1998 and 1997 was $5,226, $1,662 and
$1,144, respectively, for Mr. O'Rourke, $293, $198 and $197,
respectively, for Ms. Van Trease, $186 for 1999 for Ms. Braly, $1,395 and
$0 for 1999 and 1998 for Mr. Fulk, and $498, $741 and $692, respectively,
for Mr. Schneiderman. Earnings on amounts deferred under the deferred
compensation plan for 1999, 1998 and 1997 were $115,080, $31,704 and
$1,162, respectively, for Mr. O'Rourke, $5,005, $1,529 and $0,
respectively, for Ms. Van Trease, $712 for 1999 for Ms. Braly, $0 and $0
for 1999 and 1998 for Mr. Fulk, and $0, $0 and $0, respectively, for
Mr. Schneiderman. The value of the automobile lease arrangements or car
allowances for 1999, 1998 and 1997 was $870, $2,450 and $2,450,
respectively, for Mr. O'Rourke, $8,400, $8,400 and $8,400, respectively,
for Ms. Van Trease, $8,400 for 1999 for Ms. Braly, $8,400 and $8,400 for
1999 and 1998 for Mr. Fulk, and $8,400, $8,400 and $8,400, respectively,
for Mr. Schneiderman.

<F3> The amount of salary reported in the table for 1997 for
Mr. O'Rourke includes $41,532 HealthLink paid to Mr. O'Rourke as salary
for that portion of 1997, January 1-February 18, in which he served as
President and Chief Executive Officer of HealthLink prior to becoming
President and Chief Executive Officer of RightCHOICE. Approximately 50%
of the remaining amount of salary reported in the table for Mr. O'Rourke
in 1998 and 1997 was paid by RightCHOICE to Mr. O'Rourke for serving as
Blue Cross and Blue Shield of Missouri's President and Chief Executive
Officer, and Blue Cross and Blue Shield of Missouri reimbursed
RightCHOICE for this amount under an administrative services agreement.

<F4> Included in this amount is a $571,610 retention bonus paid to
Mr. O'Rourke under an employment contract between Mr. O'Rourke, HealthLink
and RightCHOICE. The employment agreement, which was authorized and
directed by the HealthLink Board of Directors in connection with the
sale of HealthLink, provided for an escrow bonus arrangement paid over a
two-year term following the sale of HealthLink provided that Mr. O'Rourke
was still employed by RightCHOICE. This two-year bonus arrangement was
created to assure the purchaser of HealthLink (which was acquired by
RightCHOICE in August 1995) of the continued employment of Mr. O'Rourke
and thereby assure the full value of HealthLink upon its sale.

<F5> Ms. Braly joined RightCHOICE on January 1, 1999.

<F6> Mr. Fulk joined RightCHOICE on December 29, 1997, and received a
signing bonus of $30,000.
</TABLE>

OPTION GRANTS

The following table sets forth information with respect to each of
the named executives concerning grants of stock options for the year
ended December 31, 1999.

RightCHOICE granted options reported in this table on January 1,
1999. In the event of a change in control of RightCHOICE, the committee
which administers the option plan has the discretion to accelerate the
vesting of options, require the cash-out of options, adjust the options
to reflect the change in control, or deem the options to be exercisable
for the consideration which would have been received had the options
been exercised prior to the change in control.

The dollar value of the stock options has been determined as of
January 1, 1999, using the Black-Scholes option pricing model based on
the assumptions that (1) RightCHOICE granted the options on January 1,
1999, (2) the price for the shares of class A common stock underlying the
options on the grant date was $11.50 per share, (3) the options are
exercisable for 10 years from the grant date, (4) the option exercise
price is $11.50 per share, (5) the dividend yield is 0%, (6) the "risk
free" interest rate is 6.45%, the yield on a United States government
zero coupon bond having a 10-year maturity from the grant date, (7) the
price volatilities for the shares of class A common stock underlying the
options is 40.52%, and (8) the options have an expected term of 10 years.

<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
Individual Grants
------------------------------------------
Percent of Total
Number of Securities Options/SARs
underlying Granted to Exercise or
Options/SARs Granted Employees in Fiscal Base Price Expiration Grant Date
Name (#) Year ($/Sh) Date Present Value $
----------------------- -------------------- ------------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
John A. O'Rourke 26,558 8.5% $11.50 January 1, 2009 $187,499
Sandra A. Van Trease 21,246 6.8% $11.50 January 1, 2009 $149,997
Angela F. Braly<F1> 37,705 12.0% $11.50 January 1, 2009 $266,197
Michael Fulk 11,615 3.7% $11.50 January 1, 2009 $ 82,002
Herbert B. Schneiderman 9,419 3.0% $11.50 January 1, 2009 $ 66,498

<FN>
------------
<F1> Ms. Braly joined RightCHOICE on January 1, 1999 and received options for 20,000 shares at that time.
</TABLE>

OPTION/SAR EXERCISES AND HOLDINGS

The following table sets forth information with respect to each
named executive concerning the exercise of options during 1999 and
unexercised options held as of December 31, 1999.

The last reported sale price of RightCHOICE's class A common stock
reported on the New York Stock Exchange on December 31, 1999 was $11.50
per share. In the following table, value is calculated by determining
the difference between $11.50 and the option exercise price multiplied
by the number of shares of class A common stock underlying the options.

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1999 OPTION/SAR VALUES
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
Shares Value At December 31, 1999 (#) at December 31, 1999 ($)
Acquired on Realized --------------------------- ---------------------------
Name Exercise (#) ($) Exercisable Unexercisable Exercisable Unexercisable
----------------------- ------------ -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. O'Rourke 0 $0 36,117 57,280 $26,049 $44,973
Sandra A. Van Trease 0 $0 39,884 39,082 $26,349 $29,134
Angela F. Braly 0 $0 16,000 21,705 $ 0 $ 0
Michael Fulk 0 $0 11,577 24,768 $22,123 $24,870
Herbert B. Schneiderman 0 $0 42,830 20,855 $18,906 $17,371
</TABLE>

O'ROURKE EMPLOYMENT AGREEMENT

RightCHOICE and John A. O'Rourke are parties to an employment
agreement which provides that Mr. O'Rourke will serve as Chairman and
Chief Executive Officer of RightCHOICE until he is terminated by
RightCHOICE or until he resigns. Mr. O'Rourke also serves as President
and Chief Executive Officer of Blue Cross and Blue Shield of Missouri
under the agreement. The agreement provides Mr. O'Rourke with a base
salary, eligibility in RightCHOICE's and Blue Cross and Blue Shield of
Missouri's employee benefit plans and other benefits provided in the
same manner and to the same extent as RightCHOICE's and Blue Cross and
Blue Shield of Missouri's other senior executives.

Mr. O'Rourke's employment agreement also provides that he will
receive severance benefits if he is the subject of an involuntary
termination for any reason other than cause, disability or death or if
he terminates his employment for good reason as defined in the
agreement. Severance payments equal 3

times his annual base salary payable in 36 substantially equal monthly
installments. Outplacement services are also provided. Mr. O'Rourke
must execute a complete waiver of all claims against RightCHOICE, except
for claims against RightCHOICE to enforce the agreement, prior to his
receipt of any severance benefits. Any severance benefits would be
reduced to the extent necessary to ensure that these payments, when
added to other benefits provided by RightCHOICE, would not constitute an
excess parachute payment under the Internal Revenue Code. The
employment agreement also contains a confidentiality agreement, a
covenant not to compete and a binding arbitration provision.

In 1999, the Board of Directors amended Mr. O'Rourke's employment
agreement to provide for an extension from 12 months to 36 months as the
period during which payments equivalent to the premiums generally paid
by RightCHOICE for health, dental, vision and life insurance will be
paid by RightCHOICE to Mr. O'Rourke in the event his employment is
terminated without cause or he voluntarily terminates his employment for
good reason and to further provide for reimbursement of legal fees and
other fees and expenses incurred by Mr. O'Rourke to protect his benefits
under the agreement as well as payments for additional taxes incurred
with respect to the reimbursement of fees and expenses.

EXECUTIVE SEVERANCE AGREEMENTS

RightCHOICE has entered into severance agreements with each of its
senior vice presidents and senior executives, including the following
named executives: Sandra A. Van Trease, Angela F. Braly, Michael Fulk
and Herbert B. Schneiderman. The agreements provide that an executive
officer will receive severance benefits from RightCHOICE or its
successor (1) if the executive officer is terminated without cause within
2 years after a change in control of RightCHOICE or (2) if within 2 years
following a change in control of RightCHOICE, the executive officer
terminates his or her employment within 3 months of an event
constituting good reason.

The benefits include outplacement services and cash payments equal
to the greater of (1) 3 times the executive officer's base pay plus an
amount equal to the premiums for health, dental, vision and life
insurance for 30 months, or (2) 2 times the executive officer's annual
compensation. If these amounts become payable, the amount of these
severance payments will be reduced to the extent necessary so that they
do not constitute "excess parachute payments" under the Internal Revenue
Code. In the event of the death or disability of an officer, amounts
payable under the officer severance agreement are reduced by any
benefits paid to the officer or the officer's representatives under the
life insurance program or long-term disability plan maintained by
RightCHOICE.

Benefits under the executive severance agreements are payable in
24 monthly installments or 36 monthly installments, depending on the
applicable multiple of base pay or annual compensation. If the officer
finds other employment prior to the payment of the last monthly
installment, the remaining severance benefit may be paid in a lump-sum
and benefits for outplacement services and insurance premiums will
cease. Each executive severance agreement contains a confidentiality
agreement, a covenant not to compete and a binding arbitration
provision.

In 1999, the Board of Directors amended the executive severance
agreements to provide for an extension from 12 months to 30 months as
the period during which payments equivalent to the premiums generally
paid by RightCHOICE for health, dental, vision and life insurance will
be paid by RightCHOICE in the event of the executive's involuntary
termination or voluntary termination for good reason following a change
in control and to further provide for reimbursement of legal fees and
other fees and expenses incurred by an officer to protect his or her
benefits under the executive severance agreement as well as payments for
additional taxes incurred with respect to the reimbursement of fees and
expenses.

OFFICERS' SEVERANCE AGREEMENTS

RightCHOICE has entered into standard severance agreements with
certain of its officers, including Sandra A. Van Trease, Angela F.
Braly, Michael Fulk and Herbert B. Schneiderman. The agreements provide
for severance benefits to officers who are involuntarily terminated for
reasons other than cause, death or disability, or who voluntarily
terminate their employment for proper reason, if the executive severance
agreement benefits are not payable.

Under the officer severance agreements, officers will receive a
severance benefit equal to either 1 year's base pay, payable in 12
monthly installments, 2 years' base pay, payable in 24 monthly
installments, or 3 years' base pay, payable in 36 monthly installments,
depending upon the specific terms of each officer's agreement. If the
officer finds other employment prior to the payment of the last monthly
installment, the remaining severance benefit may be paid in a lump sum.

In addition, amounts equal to health, dental and life insurance
premiums will be provided by RightCHOICE for up to 12 months.
Outplacement services are also provided. Severance benefits would be
reduced to the extent necessary to ensure that these payments, when
added to other benefits provided by RightCHOICE, or Blue Cross and Blue
Shield of Missouri, if applicable, would not constitute excess parachute
payments under the Internal Revenue Code. Each officer severance
agreement contains a covenant not to compete and a confidentiality
agreement. Officers are required to enter into a complete waiver of all
claims against RightCHOICE prior to their receipt of any benefits under
the agreement. In the event of the death or disability of an officer,
amounts payable under the officer's severance agreement are reduced by
any benefits paid to the officer or his or her representatives under the
life insurance program or long-term disability plan maintained by
RightCHOICE.

PENSION PLANS

Eligible employees of RightCHOICE participate in a qualified
defined benefit pension plan. Employees become vested in the plan after
accruing 5 years of credited service. The pension plan provides for a
normal retirement benefit payable in the form of a life annuity equal to
1% of final average earnings up to Social Security-covered compensation
plus 1.5% of final average earnings in excess of Social Security-covered
compensation, multiplied by years of credited service up to 30.
Credited service for this purpose includes service with other
organizations licensed by the Blue Cross and Blue Shield Association,
and pension benefits are offset by pension benefits payable by these
other organizations. Normal retirement benefits are payable upon
reaching age 65.

The pension plan provides for subsidized early retirement benefits
for employees who terminate their employment with RightCHOICE after
having obtained age 55 and completion of 5 or more years of credited
service. The subsidies are increased for participants who retire on or
after attaining age 62 with 20 years or more of credited service.
Employees with 20 or more years of service who retire between the ages
of 55 and 61 may draw an unreduced benefit if they defer receipt of the
payments until age 62. Those employees with 25 or more years of service
may draw a benefit reduced by 4% per year for each year that benefits
are drawn before age 62. Participants may elect to receive their pension
benefits in the form of a joint and survivor annuity, a single life
annuity, a 10-year certain life annuity or other optional forms.

RightCHOICE also maintains a supplemental executive retirement
plan for some of its executives, including the named executives. The
supplemental executive retirement plan provides for an annual retirement
benefit equal to 2.5% of final average earnings, multiplied by years of
service up to 20, offset by benefits provided under the pension plan and
various other qualifying pension plans and annuities.

The table below shows, based on various levels of final average
earnings and years of credited service, the total estimated maximum
annual benefits payable in the form of a single life annuity to
hypothetical participants at normal retirement age (age 65) under the
pension plan as supplemented by the supplemental executive retirement
plan. The amounts listed in the table below are not subject to any
reduction for Social Security benefits but are subject to offset by any
pensions payable under the pension plans of other organizations licensed
by the Blue Cross and Blue Shield Association.

<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFIT FOR REPRESENTATIVE
YEARS OF CREDITED SERVICE
-------------------------------------------------------------------------------------------------
Final Average
Earnings 5 10 15 20 25 30 35
------------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$125,000 $15,625 $ 31,250 $ 46,875 $ 62,500 $ 62,500 $ 62,500 $ 62,500
$150,000 $18,750 $ 37,500 $ 56,250 $ 75,000 $ 75,000 $ 75,000 $ 75,000
$175,000 $21,875 $ 43,750 $ 65,625 $ 87,500 $ 87,500 $ 87,500 $ 87,500
$200,000 $25,000 $ 50,000 $ 75,000 $100,000 $100,000 $100,000 $100,000
$225,000 $28,125 $ 56,250 $ 84,375 $112,500 $112,500 $112,500 $112,500
$250,000 $31,250 $ 62,500 $ 93,750 $125,000 $125,000 $125,000 $125,000
$300,000 $37,500 $ 75,000 $112,500 $150,000 $150,000 $150,000 $150,000
$400,000 $50,000 $100,000 $150,000 $200,000 $200,000 $200,000 $200,000
$450,000 $56,250 $112,500 $168,750 $225,000 $225,000 $225,000 $225,000
$500,000 $62,500 $125,000 $187,500 $250,000 $250,000 $250,000 $250,000
$550,000 $68,750 $137,500 $206,250 $275,000 $275,000 $275,000 $275,000
$600,000 $75,000 $150,000 $225,000 $300,000 $300,000 $300,000 $300,000
</TABLE>

As of December 31, 1999, the years of service recognized under the
pension plan and the supplemental executive retirement plan for each of
the named executives were as follows: Mr. O'Rourke, 4.5 years and 15 years
(including Mr. O'Rourke's prior service at HealthLink), respectively,
Ms. Van Trease, 5.5 years and 5.5 years, respectively; Ms. Braly, 1 year
and 1 year, respectively, Mr. Fulk, 2 years and 2 years, respectively,
and Mr. Schneiderman, 4.5 years and 4.5 years, respectively. Mr. O'Rourke
and Ms. Van Trease each have a vested benefit in both the pension plan
and the supplemental executive retirement plan, and Mr. Schneiderman has
a vested benefit in the supplemental executive retirement plan.
Compensation recognized under the pension plan generally includes a
participant's base salary (including any portion deferred under
RightCHOICE's qualified deferred benefit plans and Section 125 plan),
annual bonus compensation and payouts received under RightCHOICE's long-
term incentive plans, subject to maximum limits on compensation imposed
under the Internal Revenue Code. The same compensation, plus amounts
deferred under the non-qualified deferred compensation plan, is
recognized under the supplemental executive retirement plan, but without
the maximum limits. Retirement benefits are calculated based upon the
average of a participant's 5 highest consecutive years of compensation
of the most recent 10 years of credited service. Under this formula,
the final average earnings under the supplemental executive retirement
plan (before applying the maximum limits under the Internal Revenue
Code) as of December 31, 1999, for each of the named executives who has a
vested benefit in the plan are as follows: John A. O'Rourke, $455,285,
Sandra A. Van Trease, $258,429 and Herbert B. Schneiderman, $224,826, and
the final average earnings under the plan (before applying the maximum
limits under the Internal Revenue Code) as of December 31, 1999, for each
of the named executives who does not have a vested benefit in the plan
are as follows: Angela F. Braly, $258,400, and Michael Fulk, $281,329.
The estimated annual benefit for representative years of credited
service can be determined by reference in the table to the level of
final average earnings and the recognized years of service for each of
the named executives.

COMPENSATION COMMITTEE REPORT

The compensation committee performs the functions set forth on
page 7. The following report describes RightCHOICE's compensation policy
and program applicable to RightCHOICE's executive officers during 1999.

Compensation Policy

RightCHOICE's executive compensation policy has three basic goals:
(1) to attract and retain qualified individuals who provide the skills
and leadership necessary to enable RightCHOICE to achieve both short-
term and long-term financial, operational and strategic objectives,
(2) to provide performance-based incentives that motivate executive
officers to achieve company and individual performance objectives, and
(3) to create a mutuality of interest between executive officers and
shareholders through a compensation structure that directly links
executive compensation and shareholder return.

The compensation committee's responsibilities include not only the
design of the compensation policy but also periodic review of its
fairness and competitiveness from a national and local perspective.
Periodically, the compensation committee engages the services of a
national, independent consulting firm to provide competitive data and
analysis of RightCHOICE's executive compensation program primarily based
upon the level and structure of compensation paid to similarly situated
executive officers employed by comparable companies in the managed
health care industry. The committee also considers the market
conditions, which it gains knowledge of as a result of its recruiting
efforts for executives. In 1999, a consultant provided information
regarding RightCHOICE's arrangements with its executives in the event of
a change of control as well as RightCHOICE's arrangements with its
executives with respect to excise tax calculations. The information
which had previously been provided by independent consultants to
RightCHOICE regarding compensation, the committee's knowledge of market
conditions as well as considerations regarding the performance of
individuals in key executive positions were used as a basis in
determining the executive officer compensation arrangements for 1999.

The compensation committee was particularly mindful of the need to
retain the existing management team that was substantially assembled in
1997 and 1998. The Committee considered the significant efforts
undertaken by executive management that had improved RightCHOICE's
financial performance and RightCHOICE's relationships with state and
federal regulators. The Committee also recognized the legal and
competitive challenges faced by RightCHOICE in the short and long term,
and the desire to continue to enhance RightCHOICE's growth and
profitability in the future.

Compensation Program and Components

The principal components of the compensation program for executive
officers in 1999 were (1) base salaries, (2) annual incentive bonuses, and
(3) stock options. The separate components were originally designed to
advance both the short-term and long-term interests of shareholders by
tying a significant portion of the executives' compensation to
RightCHOICE's performance as described below. The following discussion
summarizes each component of the executive compensation program and the
review process used by the compensation committee in administering the
compensation program.

Base Salary. The base salaries of RightCHOICE's executive
officers, including the named executives, are reviewed annually. In
establishing base salaries for 1999, the salary structure created in
prior years based upon salary grades, salary midpoints, and salary
ranges was utilized. The base salary levels for executive officers of
RightCHOICE, other than the Chief Executive Officer, were recommended by
management and approved by the compensation committee based upon several
factors, including: (1) a review of "salary midpoints" for each of the
executive officers previously provided by the independent consultant
based upon an analysis of the salary midpoints of similarly situated
executives at

the comparable companies (as adjusted to reflect the differing sizes of
the comparable companies as compared to RightCHOICE), (2) market
information made known to the compensation committee in their recruiting
efforts to fill certain key management positions, (3) individual
performance and contributions, special assignments and responsibilities,
levels of responsibility, prior experience and knowledge (and, for new
hires, previous compensation levels and expected responsibilities with
RightCHOICE), and (4) challenges faced by RightCHOICE in the short and
long term.

Mr. O'Rourke was named Chairman and Chief Executive Officer of
RightCHOICE on February 19, 1997. Mr. O'Rourke had previously served as
the President and Chief Executive Officer of HealthLink. Mr. O'Rourke
also was named Chief Executive Officer of Blue Cross Blue Shield of
Missouri. In connection with the assumption of his new duties,
Mr. O'Rourke, who previously had an employment agreement with HealthLink,
and RightCHOICE entered into an amended employment agreement described
on page 10. Mr. O'Rourke's base salary (which was paid by RightCHOICE
and approximately 50% of which was reimbursed by Blue Cross Blue Shield
of Missouri pursuant to the administrative services agreement described
on page 20) was originally established using the same methodology and
criteria described in the preceding paragraph for the other executive
officers, except that the determination was made by the compensation
committee. For 1999, Mr. O'Rourke's compensation was reviewed and
adjusted to more closely match the compensation paid to the Chairmen and
Chief Executive Officer of the comparable companies based upon a
comparison conducted for the prior year. In consideration of, among
other things, the fact that Mr. O'Rourke's base salary was below the
average base salary of the Chief Executive Officers of the comparable
companies (as adjusted to reflect the differing sizes of the comparable
companies as compared to RightCHOICE), the dual role of Mr. O'Rourke as
Chief Executive Officer of both RightCHOICE and Blue Cross Blue Shield
of Missouri, and the considerable efforts required of Mr. O'Rourke to
resolve many outstanding financial and legal challenges faced by
RightCHOICE during 1998, the compensation committee determined to
increase Mr. O'Rourke's base salary by $25,000 to $400,000, effective
January 1, 1999.

Annual Incentive Bonus. The compensation committee believes that
annual bonus opportunities allow RightCHOICE to motivate executive
officers to achieve specific corporate goals that are of primary
importance to RightCHOICE during a particular year. RightCHOICE's
executive officers, including the named executives, are eligible to
receive annual incentive bonus awards under the Alliance Blue Cross Blue
Shield Incentive Plan. The bonus levels under the Alliance Blue Cross
Blue Shield Incentive Plan were established for 1999 based upon the
bonus levels, as a percentage of salary, paid by the comparable
companies (as adjusted to reflect the differing sizes of the comparable
companies as compared to RightCHOICE) as determined by the independent
consultant. Seventy-five percent of an executive's potential bonus
under the Alliance Blue Cross Blue Shield Incentive Plan is based upon
the achievement by RightCHOICE of pre-determined operating income goals,
and the remaining 25% of the executive's potential bonus under the
Alliance Blue Cross Blue Shield Incentive Plan is based upon his or her
achievement of pre-determined individual goals. The portion of the
Alliance Blue Cross Blue Shield Incentive Plan bonus attributable to
individual performance is payable only if the pre-determined operating
income goal for RightCHOICE is attained. RightCHOICE exceeded its net
income goal for 1999, and, therefore, the senior executive officers who
participated in the Alliance Blue Cross Blue Shield Incentive Plan
received a bonus for 1999.

Mr. O'Rourke participated in the Alliance Blue Cross Blue Shield
Incentive Plan and the Blue Cross Blue Shield of Missouri Management
Incentive Plan during 1999. The Blue Cross Blue Shield of Missouri
Management Incentive Plan is similar to the Alliance Blue Cross Blue
Shield Incentive Plan except that the Alliance Blue Cross Blue Shield
Incentive Plan is only available to employees of RightCHOICE and is
based upon RightCHOICE's net income excluding one-time charges such as
relocation expenses, whereas the Blue Cross Blue Shield of Missouri
Management Incentive Plan is available to employees of Blue Cross Blue
Shield of Missouri and to employees of RightCHOICE who perform duties
for Blue Cross Blue Shield of Missouri pursuant to the administrative
services agreement

described on page 20 and is based upon Blue Cross Blue Shield of
Missouri's operating profit/loss excluding investment income,
extraordinary income/expense and taxes on income. RightCHOICE's
operating income for 1999 exceeded the 1999 Alliance Blue Cross Blue
Shield Incentive Plan target, and, therefore, Mr. O'Rourke received a
bonus under the Alliance Blue Cross Blue Shield Incentive Plan. In
addition, Mr. O'Rourke received a bonus of $148,500 in 1999 under the
Blue Cross Blue Shield of Missouri Management Incentive Plan based upon
Blue Cross Blue Shield of Missouri's overall corporate performance as
measured by Blue Cross Blue Shield of Missouri's 1999 operating
profit/loss excluding investment income, extraordinary income/expense
and taxes on income and attaining certain individual performance goals.

Stock Options. The compensation committee believes that stock
options provide executive officers the opportunity to acquire an equity
interest in RightCHOICE and to share in the appreciation of the stock's
value thereby aligning their interests with those of the shareholders.
RightCHOICE's executive officers, including the named executives, are
eligible to receive stock option grants under RightCHOICE's 1994 Equity
Incentive Plan. In establishing the appropriate proportion of total
compensation to be provided by long-term incentives, and thus the number
of shares to be covered by stock option grants, the compensation
committee used a percentage of the salary midpoint for particular
executive levels as the principal determining factor. Individual grant
sizes were determined using the Black-Scholes pricing model and were
designed to be comparable with the level of long-term incentive
compensation provided by the comparable companies to similarly situated
executive officers. The compensation committee, in granting stock
options, also took into consideration each executive officer's position
with RightCHOICE and his or her overall performance and level of
responsibility.

Compensation Committee:

William H.T. Bush Roger B. Porter, Ph.D.
Earle H. Harbison, Jr. Gloria W. White

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In October 1999, Dr. Evens resigned as a director of RightCHOICE
and as a member of the compensation committee, and Mr. Bush and
Dr. Porter joined the committee. The members of the compensation committee,
thereafter, were Mr. Harbison, Jr., Chairman, Mrs. White, Mr. Bush and
Dr. Porter. During 1999, no member of the compensation committee was an
officer or employee of RightCHOICE or any of its subsidiaries, and no
member of the compensation committee was formerly an officer of
RightCHOICE or any of its subsidiaries.

COMPANY PERFORMANCE

The following performance graph shows a comparison of cumulative
total returns for RightCHOICE, the Standard & Poor's 500 Stock Index and
an index of companies selected by RightCHOICE for the period from
December 30, 1994, through December 31, 1999.

The cumulative total return on investment for RightCHOICE, the
Standard & Poor's 500 Stock Index and an index of peer companies is based
on the stock price or index at December 30, 1994. The performance graph
assumes that the value of an investment in RightCHOICE's class A common
stock and each index was $100 at December 30, 1994, and that all
dividends were reinvested. The information presented in the performance
graph is historical in nature and is not intended to represent or
guarantee future returns. Companies in the peer group index include
Coventry Health Care, Inc., Humana, Inc., Mid-Atlantic Medical Services,
Inc., Oxford Health Plans, Inc., United Healthcare Corporation, American
Medical Security Group, Inc. (formerly United Wisconsin Services, Inc.)
and Wellpoint Health Networks,

Inc. RightCHOICE believes that the peer group index provides a
representative group of companies in the managed health care industry.

[GRAPH]

<TABLE>
<CAPTION>
December 30, 1994 December 29, 1995 December 31, 1996 December 31, 1997 December 31, 1998 December 31, 1999
<S> <C> <C> <C> <C> <C> <C>
RightCHOICE 100.00 92.86 75.89 68.75 82.14 82.14
S&P 500 Stock 100.00 137.58 169.17 225.60 290.08 351.12
Peer Group Index 100.00 130.66 105.73 97.77 102.68 93.69
</TABLE>

OWNERSHIP OF RIGHTCHOICE CAPITAL STOCK

OWNERSHIP BY MANAGEMENT

The following table sets forth certain information as of
December 31, 1999, regarding the beneficial ownership of RightCHOICE's
class A common stock and class B common stock by each director, by each
named executive and by all directors and executive officers as a group.
All information with respect to beneficial ownership has been furnished
by the respective directors and officers, as the case may be.

Beneficial ownership is determined in accordance with SEC rules
that generally attribute beneficial ownership of securities to persons
who possess sole or shared voting power and/or investment power with
respect to those securities and includes, among other things, securities
that an individual has the right to acquire within 60 days. Unless
otherwise indicated, the persons identified in this table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them. Percentage ownership calculations are based
on 3,710,866 shares of class A common stock outstanding and 14,962,500
shares of class B common stock outstanding plus 471,390 shares of class A
common stock of which beneficial ownership may be acquired pursuant to
stock options that are exercisable or that will become exercisable
within 60 days.

AMOUNT AND NATURE OF PERCENTAGE OF SHARES
NAME BENEFICIAL OWNERSHIP OUTSTANDING
---- ---------------------- ---------------------
class A class B class A class B
------- ------- ------- -------
<S> <C> <C> <C> <C>
William H.T. Bush<F1> 6,000 0 <F*> 0%
Norman J. Tice<F2> 10,150 0 <F*> 0%
Earle H. Harbison, Jr.<F3> 6,500 0 <F*> 0%
Gloria W. White<F4> 4,702 0 <F*> 0%
Roger B. Porter, Ph.D.<F5> 5,000 0 <F*> 0%
John A. O'Rourke<F6> 70,332 0 <F*> 0%
Sandra A. Van Trease<F7> 61,703 0 <F*> 0%
Angela F. Braly<F8> 25,902 0 <F*> 0%
Michael Fulk<F9> 20,359 0 <F*> 0%
Herbert B. Schneiderman<F10> 55,224 0 <F*> 0%
William J. Schicker 0 0 <F*> 0%
All directors and executive
officers as a group
(21 persons)<F11> 501,143 0 8.4% 0%

<FN>
-------------
<F*> Less than 1%.

<F1> Includes 5,000 shares that may be acquired pursuant to vested
stock options.

<F2> Includes 2,150 shares owned of record by Mr. Tice's wife as trustee
of a trust established for her benefit for which Mr. Tice and his wife
share voting and investment power and 6,000 shares that may be acquired
pursuant to vested stock options.

<F3> Includes 5,000 shares that may be acquired pursuant to vested
stock options.

<F4> Includes 4,667 shares that may be acquired pursuant to vested
stock options.

<F5> Includes 5,000 shares that may be acquired pursuant to vested
stock options.

<F6> Includes 36,117 shares that may be acquired pursuant to vested
stock options at December 31, 1999, and 28,215 shares that may be
acquired pursuant to stock options that vested on January 1, 2000.

<F7> Includes 39,884 shares that may be acquired pursuant to vested
stock options at December 31, 1999, 18,154 shares that may be acquired
pursuant to stock options that vested on January 1, 2000, and 865 shares
beneficially owned through RightCHOICE's 401(k) plan.

<F8> Includes 16,000 shares that may be acquired pursuant to vested
stock options at December 31, 1999, and 9,902 shares that may be acquired
pursuant to stock options that vested on January 1, 2000.

<F9> Includes 11,577 shares that may be acquired pursuant to vested
stock options at December 31, 1999, and 8,782 shares that may be acquired
pursuant to stock options that vested on January 1, 2000.

<F10> Includes 42,830 shares that may be acquired pursuant to vested
stock options at December 31, 1999, and 10,894 shares that may be
acquired pursuant to stock options that vested on January 1, 2000. All
shares are held by a trust for the benefit of Mr. Schneiderman.

<F11> Includes 9,079 shares beneficially owned through the 401(k) plan
by all directors and executive officers as a group and 83,395 shares
that Edward J. Tenholder, who is Executive Vice President and Chief
Operating Officer of Blue Cross and Blue Shield of Missouri and an
employee of RightCHOICE, owns or may acquire pursuant to vested stock
options.
</TABLE>

OWNERSHIP BY CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of
December 31, 1999, regarding the beneficial ownership of RightCHOICE
class A common stock and class B common stock by each entity known by the
Board of Directors to beneficially own more than 5% of the outstanding
shares of either class of stock.

Beneficial ownership is determined in accordance with SEC rules
that generally attribute beneficial ownership of securities to persons
who possess sole or shared voting power and/or investment power with
respect to those securities and includes, among other things, securities
that an individual has the right to acquire within 60 days. Unless
otherwise indicated, the entities identified in this table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them. Percentage ownership calculations are based
on 3,710,866 shares of class A common stock outstanding and 14,962,500
shares of class B common stock outstanding.

<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE PERCENTAGE OF
OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP SHARES OUTSTANDING
------------------- ----------------------- -------------------
class A class B class A class B
------- ------- ------- -------
<S> <C> <C> <C> <C>
Blue Cross and Blue Shield 36,740 14,962,500 <F*> 100%
of Missouri<F1>
1831 Chestnut Street
St. Louis, Missouri 63103-2775

Heartland Advisors, Inc.<F2> 1,444,900 0 38.9% 0%
790 North Milwaukee Street
Milwaukee, Wisconsin 53202

Health Care Service Corporation<F3> 695,800 0 18.8% 0%
300 Randolph Street
Chicago, Illinois 60601

Dimensional Fund Advisors, Inc.<F4> 211,700 0 5.71% 0%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

<FN>
--------------
<F*> Less than 1 percent.

<F1> According to information contained in a report on Schedule 13G,
dated February 16, 1996, the shares are beneficially owned by Blue Cross
and Blue Shield of Missouri. Blue Cross and Blue Shield of Missouri
may, at its option, convert each share of class B common stock that it
owns into 1 share of class A common stock. If Blue Cross and Blue Shield
of Missouri converted all of the shares of class B common stock that it
owns into shares of class A common stock, it would own 14,999,240 shares
of class A common stock, representing 80.3% of the outstanding shares of
class A common stock, and no shares of class B common stock would be
outstanding.

<F2> According to information contained in a report on Schedule 13G/A,
dated January 27, 2000, the shares are beneficially owned by 1 or more
individual and institutional investors, including Heartland Value Fund
(which owned more than 5% of the outstanding shares), for which
Heartland Advisors, Inc. serves as investment advisor. Heartland
Advisors, Inc. has sole voting power with respect to 676,800 shares and
sole dispositive power with respect to 1,444,900 shares.

<F3> According to information contained in a report on Schedule 13D,
dated October 22, 1999, the shares are beneficially owned by Health Care
Service Corporation which operates the Blue Cross and Blue Shield Plans
in Illinois and Texas.

<F4> According to information contained in a report on Schedule 13G,
dated February 4, 2000, the shares are owned by four registered
investment companies and certain other investment vehicles for which
Dimensional Fund Advisors, Inc. serves as an investment advisor.
Dimensional Fund Advisors furnishes investment advice to these
investment companies and serves as investment manager to certain other
investment vehicles including commingled group trusts. In its role as
investment advisor and investment manager, Dimensional Fund Advisors
possesses both voting and investment power over 211,700 shares of
RightCHOICE class A common stock as of December 30, 1999. Dimensional
Fund Advisors' investment companies and investment vehicles own all of
the shares, and Dimensional Fund Advisors disclaims beneficial ownership
of those shares.
</TABLE>

CERTAIN TRANSACTIONS

REORGANIZATION AGREEMENT

RightCHOICE and Blue Cross and Blue Shield of Missouri have
entered into a settlement agreement, dated January 6, 2000, with the
Missouri Attorney General and the Missouri Department of Insurance which
will settle the lawsuits relating to allegations by the Missouri
Attorney General and the Missouri Department of Insurance that the
operation of RightCHOICE since it was organized in 1994 violates the
non-profit purposes of Blue Cross and Blue Shield of Missouri. The
settlement will only be effective, however, if RightCHOICE and Blue
Cross and Blue Shield of Missouri complete the corporate reorganization
contemplated by the settlement agreement and set forth in a
reorganization agreement, dated as of March 14, 2000, among RightCHOICE,
Blue Cross and Blue Shield of Missouri, The Missouri Foundation For
Health and RightCHOICE Managed Care, Inc., a Delaware corporation.

The reorganization will not be completed unless and until a number
of conditions are satisfied including the receipt of shareholder
approval, regulatory approval and a private letter ruling from the
Internal Revenue Service, or a satisfactory tax opinion, concerning the
tax-free nature of the reorganization. RightCHOICE cannot provide any
assurances that the conditions to the reorganization will be satisfied
or that the reorganization will be completed.

You are not being asked to vote on the reorganization at this
time. Once RightCHOICE decides to seek shareholder approval of the
reorganization, we will send to you proxy materials which will describe
the reorganization in detail and provide you with the opportunity to
vote for or against the reorganization.

ADMINISTRATIVE SERVICES AGREEMENT

RightCHOICE and Blue Cross and Blue Shield of Missouri have
entered into an administrative services agreement pursuant to which:
(1) RightCHOICE will, upon Blue Cross and Blue Shield of Missouri's
request, perform functions necessary or appropriate for Blue Cross and
Blue Shield of Missouri to continue to offer its products and conduct
its other business, and (2) Blue Cross and Blue Shield of Missouri will,
upon RightCHOICE's request, perform functions as necessary or
appropriate to enable RightCHOICE to offer its products and conduct its
other business. In addition, under the administrative services
agreement, RightCHOICE and Blue Cross and Blue Shield of Missouri have
granted to each other a nonexclusive license to use certain software
programs and procedures and have agreed on a formula by which
RightCHOICE and Blue Cross and Blue Shield of Missouri will pay the cost
of services rendered to the other.

The administrative services agreement also provides that: (1) the
Chief Executive Officer of Blue Cross and Blue Shield of Missouri is
permitted to serve RightCHOICE in that capacity, (2) RightCHOICE will
pay the Chief Executive Officer his total compensation, and (3) Blue
Cross and Blue Shield of Missouri will reimburse RightCHOICE for the
portion of the Chief Executive Officer's total compensation, as may be
agreed, for time spent on Blue Cross and Blue Shield of Missouri's
affairs.

Finally, under the administrative services agreement, RightCHOICE and
Blue Cross and Blue Shield of Missouri have agreed that Blue Cross and
Blue Shield of Missouri will reimburse RightCHOICE for compensation paid
to RightCHOICE employees for services rendered to Blue Cross and Blue
Shield of Missouri.

TAX ALLOCATION AGREEMENT

RightCHOICE and Blue Cross and Blue Shield of Missouri have also
entered into a tax allocation agreement pursuant to which RightCHOICE
and Blue Cross and Blue Shield of Missouri have elected to file
consolidated federal income tax returns. The tax allocation agreement
provides that RightCHOICE will calculate the federal income tax
liability for itself and its subsidiaries as if it were a single
taxpayer for federal income tax purposes. If RightCHOICE is subject to
federal income tax liability as a result of such calculation, it will
pay such liability to Blue Cross and Blue Shield of Missouri, but if
RightCHOICE is entitled to a refund of federal income tax as a result of
such calculation, RightCHOICE will receive such refund from Blue Cross
and Blue Shield of Missouri.

In January 1998, RightCHOICE and Blue Cross and Blue Shield of
Missouri amended the tax allocation agreement to provide for: (1) an
allocation of liability between RightCHOICE and Blue Cross and Blue
Shield of Missouri for adjustments in income tax liabilities of Blue
Cross and Blue Shield of Missouri for periods prior to August 2, 1994,
(2) an allocation of liability between RightCHOICE and Blue Cross and
Blue Shield of Missouri for adjustments in federal income tax
liabilities arising out of consolidated federal income tax returns filed
by Blue Cross and Blue Shield of Missouri for periods after August 2,
1994, and (3) for the utilization of the tax reserve transferred by Blue
Cross and Blue Shield of Missouri to RightCHOICE in August 1994.

LEASE

RightCHOICE and a subsidiary of Blue Cross and Blue Shield of
Missouri are parties to a lease agreement pursuant to which RightCHOICE
leases office space and parking including its headquarters. The lease
is for a 10-year term, although RightCHOICE has two separate options to
extend the lease for a period of 5 years each.

INDEPENDENT AUDITORS

PricewaterhouseCoopers, LLP served as RightCHOICE's independent
accountants for the year ended December 31, 1999, and has been selected
to serve in the same capacity for the current year. A representative of
PricewaterhouseCoopers, LLP is expected to be present at the annual
meeting. Such representative will have an opportunity to make a
statement if he or she desires to do so and will be available to respond
to appropriate questions.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To RightCHOICE's knowledge, based solely on review of the Forms 3,
4 and 5 furnished to RightCHOICE and written representations that no
other reports were required during the year ended December 31, 1999, its
directors, executive officers, greater than 10% shareholders complied
with applicable Section 16(a) filing requirements.

ANNUAL REPORT

RightCHOICE's Annual Report to Shareholders, containing financial
statements for the year ended December 31, 1999, was previously mailed
to shareholders. You may obtain an additional Annual

Report by contacting Investor Relations at (314) 923-4831. The Annual
Report is not to be regarded as proxy solicitation material or as
otherwise incorporated by reference herein.

SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

RightCHOICE anticipates that the 2001 annual meeting of
shareholders will be held on May 8, 2001, unless the reorganization
described above is completed prior to that date. If any shareholder
intends to submit a proposal for inclusion in the proxy statement and
form of proxy to be delivered for the 2001 annual meeting, the proposal
must meet the requirements established by the SEC and must be received
by RightCHOICE at its principal executive offices no later than February
9, 2001. Under RightCHOICE's bylaws, other proposals that are not
included in the proxy statement for the 2001 annual meeting will be
considered untimely and will not be considered at that meeting unless
they are received by the secretary of RightCHOICE before March 9, 2001.

By Order of the Board of Directors

/s/ Angela F. Braly

Angela F. Braly
Secretary

June 12, 2000
St. Louis, Missouri

[MAP]

If you are planning to attend the RightCHOICE(R) Managed Care, Inc.
Annual Meeting, please bring this ticket with you as your admittance.

---------------------------------------------------------------------------
(DETACH PROXY FORM HERE)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

PROXY
2000 ANNUAL MEETING OF SHAREHOLDERS OF RIGHTCHOICE MANAGED CARE, INC.

The undersigned hereby appoints Annette Range and Judi Givens, and
each of them, each with the power to act alone and with full power of
substitution and revocation, as attorneys and proxies of the undersigned
to attend the 2000 Annual Meeting of Shareholders of RightCHOICE Managed
Care, Inc. ("RightCHOICE") to be held at the principal executive offices
of RightCHOICE, located at 1831 Chestnut Street, St. Louis, Missouri, on
Tuesday, July 11, 2000, commencing at 11:00 a.m., CDT, and at all
adjournments thereof, and to vote all shares of capital stock of
RightCHOICE which the undersigned is entitled to vote with respect to
the following matters, all as set forth in the Notice of Annual Meeting
of Shareholders and Proxy Statement, dated June 12, 2000:

THE BOARD OF DIRECTORS OF RIGHTCHOICE RECOMMENDS A VOTE "FOR" ITEM 1.

Item 1: Election of two Class III directors to hold office for a term
expiring at the 2003 annual meeting of shareholders.

/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary) all nominees listed below

NOMINEES: William H. T. Bush and William J. Schicker

Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name in this space:

-------------------------------------------------------

In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the Annual Meeting.

---------------------------------------------------------------------------
(DETACH PROXY FORM HERE)

This Proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" ITEM 1.

Date: , 2000
---------------------------

--------------------------------------
Signature

--------------------------------------
Signature (if held jointly)

Please sign exactly as name appears
hereon. When shares are held by joint
tenants, both should sign. When signing
as an attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign partnership
name by authorized person.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED POSTAGE PREPAID ENVELOPE.

APPENDIX

Page 17 of the printed proxy statement contains a
Comparison of Cumulative Total Returns Graph. The information
plotted in the graph has been presented in a tabular format that
may be processed by the EDGAR system.