RIGHTCHOICE MANAGED CARE INC /DE
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<FILENAME>0012.txt
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                                 Exhibit 10.9

                  REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated
as  of November 30, 2000, is made and entered into by and between
RightCHOICE  Managed  Care,  Inc., a  Delaware  corporation  (the
"Company"),  and The Missouri Foundation For Health,  a  Missouri
non-profit corporation (the "Foundation").

                            RECITALS

     A.   Pursuant to the terms of a certain Agreement and Plan of
Reorganization  (the  "Reorganization Agreement"),  dated  as  of
March  14,  2000,  by  and among Blue Cross and  Blue  Shield  of
Missouri,  a  Missouri  non-profit health  services  corporation,
RightCHOICE  Managed  Care,  Inc., a  Missouri  corporation,  the
Foundation   and  the  Company,  the  Foundation  has   acquired,
contemporaneous with the execution of this Agreement,  14,962,500
shares  of common stock, par value $.01 per share, of the Company
(the  "Common  Stock"), representing approximately 80.1%  of  the
issued and outstanding shares of Common Stock.

     B.    The Company has agreed to provide certain registration
rights  to  the Foundation with respect to the shares  of  Common
Stock  owned  by  the  Foundation,  subject  to  the  terms   and
conditions contained in this Agreement.

                            AGREEMENT

     In  consideration of the foregoing and the mutual  covenants
and  agreements contained in this Agreement, the Company and  the
Foundation agree as follows:

     Section 1.     Definitions.  For purposes of this Agreement, the
following terms shall have the following meanings:

          (a)  "Affiliate", as used with respect to the Foundation, has the
meaning ascribed to such term in Rule 12b-2 of the Exchange  Act,
and  in  effect on November 17, 1993, but shall be deemed to  not
include the Company and its subsidiaries.

          (b)  "Agreement" has the meaning set forth in the Preamble
hereof.
          (c)  "Beneficially Own" has the meaning set forth in Section 1 of
Article VII of the Certificate of Incorporation.
          (d)  "Blackout Period" has the meaning specified in Section 6
hereof.
          (e)  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banks are authorized to close under
the laws of the State of Missouri and the United States of
America.
          (f)  "Bylaws" means the Bylaws of the Company as in effect at the
time that reference is made thereto.
          (g)   "Certificate of Incorporation" means the Certificate of
Incorporation of the Company as in effect at the time that
reference is made thereto.
          (h)  "Closing Date" has the meaning provided therefor in the
Reorganization Agreement.
          (i)  "Common Stock" has the meaning set forth in Recital A
hereof.
          (j)  "Company" has the meaning set forth in the Preamble hereof.
          (k)  "Continuing Option" has the meaning specified in Section
4(a) hereof.
          (l)  "Continuing Option Notice" has the meaning specified in
Section 4(a) hereof.
          (m)  "Continuing Option Price" has the meaning specified in
Section 4(a) hereof.
          (n)  "Continuing Option Securities" has the meaning specified in
Section 4(a) hereof.
          (o)  "Current Market Value" means the product of the number of
Registrable Securities at issue multiplied by the closing sale
price of a share of Common Stock on the NYSE on the date that the
Current Market Value is to be determined.
          (p)  "Demand" has the meaning specified in Section 2(a) hereof.
          (q)  "Demand Option" has the meaning specified in Section 2(b)
hereof.
          (r)  "Demand Option Notice" has the meaning specified in
Section 2(b) hereof.
          (s)  "Demand Option Securities" has the meaning specified in
Section 2(b) hereof.
          (t)  "Demand Registration" has the meaning specified in
Section 2(a) hereof.
          (u)  "Effective Period" means the period commencing on the date
of this Agreement and ending on the first date on which there
shall no longer exist any Registrable Securities.
          (v)  "Excess Shares" has the meaning set forth in Section 1 of
Article VII of the Certificate of Incorporation.
          (w)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder, all
as the same shall be in effect at the time that reference is made
thereto.
          (x)  "Foundation" has the meaning set forth in the Preamble
hereof.
          (y)  "Initial Continuing Option Exercise Date" means the first
date on which the Foundation holds less than fifty percent (50%)
of the issued and outstanding shares of Common Stock.
          (z)  "Inspectors" has the meaning specified in Section 8(k)
hereof.
          (aa)  "NASD" means the National Association of Securities
Dealers, Inc.
          (bb) "NYSE" means the New York Stock Exchange, Inc.
          (cc) "Ownership Limit" has the meaning set forth in Section 1 of
Article VII of the Certificate of Incorporation.
          (dd) "Person" means any individual, firm, partnership,
corporation (including, without limitation, a business trust),
limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, and
shall include any successor (by merger or otherwise) of any such
entity.
          (ee) "Piggy-Back Request" has the meaning set forth in
Section 3(c) hereof.
          (ff) "Piggy-Back Rights" has the meaning set forth in
Section 3(b) hereof.
          (gg) "Private Placement Notice" has the meaning specified in
Section 11 hereof.
          (hh) "Private Placement Option" has the meaning specified in
Section 11 hereof.
          (ii) "Private Placement Option Notice" has the meaning specified
in Section 11 hereof.
          (jj)  "Private Placement Securities" has the meaning specified in
Section 11 hereof.
          (kk) "Prospectus" means the prospectus included in any
Registration Statement, as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering
of any portion of the Registrable Securities covered by any
Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective
amendments and all material incorporated by reference in such
prospectus.
          (ll)  "Records" has the meaning specified in Section 8(k) hereof.
          (mm) "Registrable Securities" means any and all of (i) the shares
of Common Stock held by the Foundation as of the date of this
Agreement, and (ii) any securities issuable or issued or
distributed in respect of any of the securities identified in
clause (i) by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise.  Registrable
Securities shall cease to be Registrable Securities when and to
the extent that (i) they shall have been transferred, sold,
distributed or otherwise disposed of by the Foundation (whether
pursuant to an underwritten public offering, a private placement
transaction, Rule 144 or otherwise), (ii) they shall have ceased
to be outstanding, or (iii) they shall have become Delinquent
Shares (as defined in the Voting Trust and Divestiture
Agreement).
          (nn) "Registration Expenses" means any and all reasonable
expenses incident to performance of or compliance with this
Agreement, including, without limitation, (i) all SEC, NASD and
securities exchange registration and filing fees, (ii) all fees
and expenses of complying with state securities or "blue sky"
laws (including fees and disbursements of counsel for any
underwriters in connection with blue sky qualifications of the
Registrable Securities), (iii) all processing, printing, copying,
messenger and delivery expenses, (iv) all fees and expenses
incurred in connection with the listing of the Registrable
Securities on any securities exchange pursuant to Section 8(h)
hereof, (v) all fees and disbursements of counsel for the Company
and of its independent public accountants, and (vi) the
reasonable fees and expenses of any special experts retained in
connection with a registration under this Agreement, but
excluding (A) any underwriting discounts and commissions and
transfer taxes relating to the sale or disposition of Registrable
Securities pursuant to a Registration Statement, and (B) any
fees, expenses or disbursements of counsel and other advisers to
the Foundation.
          (oo) "Registration Statement" means any registration statement
(including a Shelf Registration) of the Company referred to in
Sections 2 or 3 hereof, including any Prospectus, amendments and
supplements to any such registration statement, including post-
effective amendments, and all exhibits and all material
incorporated by reference in any such registration statement.
          (pp) "Reorganization Agreement" has the meaning set forth in
Recital A hereof.
          (qq) "Rule 144" means Rule 144 under the Securities Act, 17
C.F.R.  230.144, or any similar or successor rules or
regulations hereafter adopted by the SEC.
          (rr) "SEC" means the United States Securities and Exchange
Commission and any successor federal agency having similar
powers.
          (ss) "Securities Act" means the Securities Act of 1933, as
amended, and the rules and regulations of the SEC thereunder, all
as the same shall be in effect at the time that reference is made
thereto.
          (tt) "Share-Rights" has the meaning specified in Section 3(b)
hereof.
          (uu) "Shelf Registration" means a "shelf" registration statement
on an appropriate form pursuant to Rule 415 under the Securities
Act (or any successor rule that may be adopted by the SEC).
          (vv) "Underwritten Offering" means an offering in which
securities of the Company are sold to an underwriter for
reoffering to the public pursuant to an effective Registration
Statement under the Securities Act.
          (ww) "Voting Trust and Divestiture Agreement" means that certain
Voting Trust and Divestiture Agreement, of even date herewith, by
and among the Company, the Foundation and the trustee named
therein.

     Section 2.     Demand Registration Rights.

          (a)  Throughout the Effective Period, the Foundation may, at any
time  from  and after the Closing Date and subject to  the  terms
hereof,  request  the Company in writing (each,  a  "Demand")  to
effect  a registration with the SEC under and in accordance  with
the  provisions  of  the Securities Act of all  or  part  of  the
Registrable  Securities  (a "Demand Registration").   The  Demand
shall  specify  the  aggregate number of  shares  of  Registrable
Securities  requested to be so registered.  Any request  received
by  the  Company from the Foundation as provided in this  Section
2(a)  shall  be  deemed  to be a "Demand" for  purposes  of  this
Agreement  unless the Company shall have notified the  Foundation
in  writing,  prior  to  its receipt of  such  request  from  the
Foundation, of its intention to register securities with the SEC,
in  which  case the request from the Foundation shall be governed
by Section 3 hereof, not this Section 2.

          (b)  Following its receipt of a Demand, the Company shall have
the right, but not the obligation (the "Demand Option"),
exercisable by providing written notice thereof  (the "Demand
Option Notice") to the Foundation within fifteen (15) days, to
purchase all or (subject to the penultimate sentence of this
Section 2(b)) any portion of the Registrable Securities that are
the subject of such Demand (the "Demand Option Securities") at a
cash price per share equal to the average closing sale price per
share of the Common Stock on the NYSE during the ten (10)
consecutive trading days ending on the second (2nd) trading day
immediately preceding the date of the Demand.  The Demand Option
Notice shall state the number of Demand Option Securities that
the Company shall purchase pursuant to the Demand Option, the
aggregate purchase price therefor, and the closing date of the
Company's purchase of the Demand Option Securities, which shall
take place no later than thirty (30) days after the date of the
Demand Option Notice.  The Company shall pay for the Demand
Option Securities that it shall purchase pursuant to the Demand
Option at the closing thereof by wire transfer of immediately
available funds to a bank account designated by the Foundation.
At such closing, the Foundation shall deliver or cause to be
delivered to the Company the certificate or certificates
representing the number of Demand Option Securities purchased by
the Company as specified in the Demand Option Notice, free and
clear of all liens, claims, security interests and other
encumbrances.  The Company shall be entitled to receive customary
representations and warranties from the Foundation regarding such
sale of Demand Option Securities (including representations
regarding good title to such shares, free and clear of all liens,
claims, security interests and other encumbrances).
Notwithstanding anything in this Section 2(b) to the contrary,
unless the Foundation shall consent thereto, the Company shall
not have the right to purchase less than all of the Demand Option
Securities pursuant to a Demand Option if the Current Market
Value (determined as of the date of the original Demand by the
Foundation) of the Demand Option Securities that the Company
shall have elected not to purchase shall be less than Thirty
Million Dollars ($30,000,000).  In the event that the Company
shall purchase all of the Demand Option Securities in accordance
with this Section 2(b), then the requested Demand Registration
related thereto shall not be deemed to count as a Demand
Registration described in Section 2(d)(i) or Section 2(d)(ii)
hereof.

          (c)  If the Company does not elect to exercise the Demand Option,
or elects to purchase less than all of the Demand Option
Securities, the Company shall use its best efforts to file a
Registration Statement for the Registrable Securities, or
remainder thereof, identified in such Demand as soon as
practicable and to cause such Registration Statement to become
effective.

          (d)  Notwithstanding anything in this Agreement to the contrary,
the Company shall not be required to file a Registration
Statement for the Registrable Securities identified in a Demand:
               (i)  if the Company shall have previously effected a Demand
          Registration at any time during the immediately preceding one
          hundred eighty (180) day period;

               (ii) if the Company shall have previously effected a Demand
          Registration at any time during the calendar year in which the
          Demand was received;

               (iii)     if the Company shall have previously effected a
          registration of Common Stock to be issued and sold by the Company
          at any time during the immediately preceding one hundred twenty
          (120) day period (other than a registration on Form S-4, Form S-8
          or Form S-3 (with respect to dividend reinvestment plans and
          similar plans) or any successor forms thereto);
          (iv) if the number of Registrable Securities identified in the
          Demand shall have a Current Market Value (determined as of the
          date of such Demand) of less than Thirty Million Dollars
          ($30,000,000), unless such Registrable Securities identified in
          the Demand constitute all remaining Registrable Securities; or

               (v)  during the pendency of any Blackout Period.

          (e)  The Company shall be permitted to satisfy its obligations
under  this  Section  2 by amending (to the extent  permitted  by
applicable  law) any Shelf Registration previously filed  by  the
Company  under the Securities Act so that such Shelf Registration
(as amended) shall permit the disposition (in accordance with the
intended methods of disposition specified as aforesaid) of all of
the  Registrable  Securities for which a Demand shall  have  been
made.   If  the Company shall so amend a previously  filed  Shelf
Registration, it shall be deemed to have effected one (1)  Demand
Registration.

          (f)  A requested Demand Registration shall not be deemed to count
as a Demand Registration described in Section 2(d)(i) or
Section 2(d)(ii) hereof if:  (i) such registration has not been
declared effective by the SEC or does not become effective in
accordance with the Securities Act, (ii) after becoming
effective, such registration is materially interfered with by any
stop order, injunction or similar order or requirement of the SEC
or other governmental agency or court for any reason not
attributable to the Foundation and does not thereafter become
effective, (iii) the conditions to closing specified in the
underwriting agreement, if any, entered into in connection with
such Demand Registration are not satisfied or waived due to a
failure on the part of the Company, or (iv) the Foundation shall
have withdrawn its Demand or otherwise determined not to pursue
such registration prior to the filing of the Registration
Statement with the SEC for such Demand, provided that the
Foundation shall have reimbursed the Company for all of its out-
of-pocket expenses incurred in connection with such Demand.

          (g)  Should a Registration Statement filed pursuant to a Demand
not become effective due to the failure of the Foundation to
perform its obligations under this Agreement or the inability of
the Foundation to reach agreement with the underwriter(s) on
price or other customary terms for such transaction, or in the
event the Foundation determines to withdraw or does not pursue a
request for registration pursuant to a Demand (in each of the
foregoing cases, provided that at such time the Company shall be
in compliance in all material respects with its obligations under
this Agreement), then such registration shall be deemed to count
as a Demand Registration described in Section 2(d)(i) and
Section 2(d)(ii) hereof, unless the Foundation shall have
reimbursed the Company for all of its Registration Expenses
incurred in connection with such demand.

          (h)  The Company shall have the right, but not the obligation, to
include any securities to be issued and sold by the Company in
any Registration Statement (including a Shelf Registration
referred to in Section 2(e) hereof) filed pursuant to a Demand
without the prior consent of the Foundation.

          (i)  If the lead managing underwriter (selected by the Company as
provided in Section 5 hereof) of an Underwritten Offering made
pursuant to a Demand shall advise the Company in writing (with a
copy to the Foundation) that marketing or other factors require a
limitation on the number of shares of Common Stock which can be
sold in such offering within a price range acceptable to the
Foundation, then (i) if the Company shall have elected to include
any securities to be issued and sold by the Company in such
Registration Statement pursuant to Section 2(h) hereof, then the
Company shall reduce the number of securities the Company shall
intend to issue and sell pursuant to such Registration Statement
such that the total number of securities being sold by the
Foundation and the Company shall be equal to the number which can
be sold in such offering within a price range acceptable to the
Foundation, and (ii) if the Company shall not have elected to
include any securities in such Registration Statement pursuant to
Section 2(h) hereof or if the reduction referred to in the
previous clause (i) shall not be sufficient, then,
notwithstanding Section 2(d)(iv) hereof, the Foundation shall
reduce the number of Registrable Securities requested to be
included in such offering to the number that the lead managing
underwriter advises can be sold in such offering within such
price range and such Demand shall count as a Demand Registration
described in Section 2(d)(i) or Section 2(d)(ii) hereof, provided
that at least $10,000,000 in gross sale proceeds shall have been
received by the Foundation pursuant to such offering, otherwise
such requested Demand Registration shall not be deemed to count
as a Demand Registration described in Section 2(d)(i) or
Section 2(d)(ii) hereof (provided that the Foundation shall have
reimbursed the Company for all of its out-of-pocket expenses
incurred in the preparation, filing and processing of the
Registration Statement).

     Section 3.     Piggy-Back Registration Rights.

          (a)  The Company shall not file a Registration Statement relating
to  the public offering of Common Stock for sale for cash for its
own  account  for  a  period  of one hundred  eighty  (180)  days
following  the Closing Date without the prior written consent  of
the Foundation, which consent shall not be unreasonably withheld.

          (b)  Whenever the Company shall propose to file a Registration
Statement under the Securities Act relating to the public
offering of Common Stock for sale for cash for its own account,
the Company shall give written notice to the Foundation at least
fifteen (15) Business Days prior to the anticipated filing
thereof, specifying the approximate date on which the Company
proposes to file such Registration Statement and the intended
method of distribution in connection therewith, and advising the
Foundation of the Foundation's right to have any or all of the
Registrable Securities then held by the Foundation included among
the securities to be covered by such Registration Statement (the
"Piggy-Back Rights") and the Foundation's right, until such time
as the Foundation holds less than fifty percent (50%) of the
issued and outstanding shares of Common Stock, to have any or all
of the Registrable Securities then held by the Foundation
included among the securities to be covered by such Registration
Statement such that the Foundation shall be entitled to receive,
at its option, up to fifty percent (50%) of the proceeds from the
sale of shares of Common Stock to the public (the "Share-
Rights").

          (c)  Subject to Section 3(d) and Section 3(e) hereof, in the
event that the Foundation has and shall elect to utilize its
Piggy-Back Rights or Share-Rights, the Company shall include in
the Registration Statement the Registrable Securities identified
by the Foundation in a written request (the "Piggy-Back Request")
given to the Company not later than ten (10) Business Days prior
to the proposed filing date of the Registration Statement.  The
Registrable Securities identified in the Piggy-Back Request shall
be included in the Registration Statement on the same terms and
conditions as the other shares of Common Stock included in the
Registration Statement.

          (d)  Notwithstanding anything in this Agreement to the contrary,
the Foundation shall not have Piggy-Back Rights or Share-Rights
with respect to (i) a Registration Statement on Form S-4 or Form
S-8 or Form S-3 (with respect to dividend reinvestment plans and
similar plans) or any successor forms thereto, (ii) a
Registration Statement filed in connection with an exchange offer
or an offering of securities solely to existing stockholders or
employees of the Company, (iii) a Registration Statement filed in
connection with an offering by the Company of securities
convertible into or exchangeable for Common Stock, (iv) a
Registration Statement filed in connection with the
redistribution of shares of Common Stock held by the Foundation
in excess of the Ownership Limit pursuant to Article VI of the
Voting Trust and Divestiture Agreement, or (v) a Registration
Statement filed in connection with a private placement of
securities of the Company (whether for cash or in connection with
an acquisition by the Company or one of its subsidiaries).

          (e)  If the lead managing underwriter selected by the Company for
an Underwritten Offering for which Piggy-Back Rights are
requested determines that marketing or other factors require a
limitation on the number of shares of Common Stock to be offered
and sold in such offering, then (i) such underwriter shall
provide written notice thereof to each of the Company and the
Foundation, and (ii) there shall be included in the offering,
first, all shares of Common Stock proposed by the Company to be
sold for its account (or such lesser amount as shall equal the
maximum number determined by the lead managing underwriter as
aforesaid) and, second, only that number of Registrable
Securities requested to be included in such Registration
Statement by the Foundation that such lead managing underwriter
reasonably and in good faith believes will not substantially
interfere with (including, without limitation, adversely affect
the pricing of) the offering of all the shares of Common Stock
that the Company desires to sell for its own account.

          (f)  Nothing contained in this Section 3 shall create any
liability on the part of the Company to the Foundation if the
Company for any reason should decide not to file a Registration
Statement for which Piggy-Back Rights or Share-Rights are
available or to withdraw such Registration Statement subsequent
to its filing, regardless of any action whatsoever that the
Foundation may have taken, whether as a result of the issuance by
the Company of any notice hereunder or otherwise.

          (g)  A request made by the Foundation pursuant to its Piggy-Back
Rights or Share-Rights to include Registrable Securities in a
Registration Statement shall not be deemed to be a Demand
Registration described in Section 2(d)(i) or Section 2(d)(ii)
hereof.

     Section 4.     Continuing Option.

          (a)  At any time and from time to time after the Initial
Continuing  Option  Exercise  Date  and  thereafter  during   the
Effective Period, the Company shall have the right, but  not  the
obligation  (the "Continuing Option"), exercisable  by  providing
written  notice thereof (the "Continuing Option Notice")  to  the
Foundation, to purchase from the Foundation all or any portion of
the  Registrable Securities (the "Continuing Option  Securities")
at  a  cash price per share equal to the Continuing Option  Price
(as  defined below in this Section 4(a)).  The Continuing  Option
Notice  shall  state the number of Continuing  Option  Securities
that  the  Company  shall  purchase pursuant  to  the  Continuing
Option,  the  aggregate purchase price therefor, and the  closing
date   of  the  Company's  purchase  of  the  Continuing   Option
Securities, which shall take place within thirty (30) days of the
date of the Continuing Option Notice.  The Company shall pay  for
the  Continuing Option Securities that it shall purchase pursuant
to  the Continuing Option at the closing thereof by wire transfer
of  immediately available funds to a bank account  designated  by
the Foundation.  At such closing, the Foundation shall deliver to
the Company a certificate or certificates representing the number
of  Continuing  Option Securities purchased  by  the  Company  as
specified in the Continuing Option Notice, free and clear of  all
liens,  claims,  security interests and other encumbrances.   The
Company  shall  be entitled to receive customary  representations
and  warranties  from  the  Foundation  regarding  such  sale  of
Continuing Option Securities (including representations regarding
good  title to such shares, free and clear of all liens,  claims,
security interests and other encumbrances).  The term "Continuing
Option  Price",  as  used herein, shall mean  (i)  prior  to  the
consummation of a Demand Registration or an offering pursuant  to
a  Piggy-Back Request, the greater of "A", "B" or "C",  and  (ii)
from  and after the consummation of a Demand Registration  or  an
offering pursuant to a Piggy-Back Request, the greater of "A", or
"B",  where, for purposes of the foregoing clauses (i) and  (ii),
"A" shall mean the average closing sale price per share of Common
Stock  on  the NYSE during the ten (10) consecutive trading  days
ending on the date that the Continuing Option Notice with respect
to  such  Continuing Option shall have been provided,  "B"  shall
mean the average closing sale price per share of Common Stock  on
the  NYSE during the ten (10) consecutive trading days ending  on
the  forty-fifth (45th) day prior to the date that the Continuing
Option  Notice with respect to such Continuing Option shall  have
been  provided, and "C" shall equal the price per share  received
by  the  Foundation in its most recent sale of Private  Placement
Securities  pursuant to Section 11 hereof (regardless of  whether
such  Private  Placement  Securities  shall  have  been  sold  to
qualified investors or to the Company).

          (b)  If the Company shall purchase Continuing Option Securities
pursuant to Section 4(a) hereof, it shall not, for a period of
forty-five (45) days thereafter, sell shares of Common Stock for
cash in public or private transactions (except that the Company
shall be permitted, during such period, to issue Common Stock
pursuant to benefit, stock option and dividend reinvestment plans
for its directors, officers, employees and shareholders).

     Section 5.     Selection of Underwriters.

          (a)  In connection with any Underwritten Offering made pursuant
to  a Demand, the Company shall have the right to select the lead
managing  underwriter  and  any  other  managing  underwriter  to
administer  the  Underwritten Offering,  so  long  as  each  such
underwriter  shall be reasonably satisfactory to the  Foundation.
Each   underwriter  selected  by  the  Company  shall  be  deemed
reasonably  satisfactory to the Foundation unless the  Foundation
sends  a  written notice of objection to the Company within  five
(5)  Business Days following receipt of written notice  from  the
Company of the selection of the underwriter.

          (b)  The Foundation acknowledges and agrees that Salomon Smith
Barney shall be reasonably satisfactory to the Foundation to
serve as a managing underwriter for any Underwritten Offering
made pursuant to a Demand.

     Section 6.     Blackout Periods.  If the Company determines in
good  faith that the registration and distribution of Registrable
Securities  (or the use of the Registration Statement or  related
Prospectus) resulting from a Demand received from the  Foundation
would  (i) materially and adversely interfere with any previously
announced business combination transaction involving the  Company
pursuant  to  which the Company would issue, in  connection  with
such  transaction, shares of Common Stock to some or all  of  the
equity  owners of the counter-party to such business  combination
transaction,  or (ii) result in the premature disclosure  of  any
pending financing, acquisition, corporate reorganization  or  any
other  corporate development involving the Company or any of  its
subsidiaries,  and,  in  either such  event,  the  Company  shall
promptly   give   the   Foundation   written   notice   of   such
determination, then the Company shall be entitled to (x) postpone
the filing of the Registration Statement otherwise required to be
prepared  and filed by the Company pursuant to Section 2  hereof,
or  (y)  elect that the effective Registration Statement  not  be
used, in either case for a reasonable period of time, but not  to
exceed  one  hundred twenty (120) days after the  date  that  the
Demand  was made (a "Blackout Period").  Any such written  notice
shall  contain  a  general  statement of  the  reasons  for  such
postponement  or  restriction on  use  and  an  estimate  of  the
anticipated  delay.   The  Company  shall  promptly  notify   the
Foundation  of  the  expiration or earlier  termination  of  such
Blackout Period.

     Section 7.     Holdback.

          (a)  If (i) during the Effective Period, the Company shall file a
Registration  Statement (other than a registration on  Form  S-4,
Form S-8 or Form S-3 (with respect to dividend reinvestment plans
and  similar plans) or any successor forms thereto) with  respect
to  any  shares  of its capital stock, and (ii)  upon  reasonable
prior  notice  (A) the Company (in the case of a non-underwritten
offering  pursuant  to such Registration Statement)  advises  the
Foundation  in writing that a sale or distribution of Registrable
Securities  would  adversely affect such  offering,  or  (B)  the
managing  underwriter  or  underwriters  (in  the  case   of   an
Underwritten  Offering) advise the Company in writing  (in  which
case  the  Company shall notify the Foundation) that  a  sale  or
distribution  of  Registrable Securities would  adversely  impact
such  offering,  then the Foundation shall,  to  the  extent  not
inconsistent with applicable law, refrain from effecting any sale
or   distribution  of  Registrable  Securities,  including  sales
pursuant to Rule 144, during the period commencing on the date of
such  notice and continuing until the ninetieth (90th) day  after
the effective date of such Registration Statement.

          (b)  During the thirty (30) day period commencing on the
effective date of a Registration Statement filed by the Company
on behalf of the Foundation in connection with an Underwritten
Offering pursuant to a Demand, the Company shall not effect
(except pursuant to registrations on Form S-4 or Form S-8 or Form
S-3 (with respect to dividend reinvestment plans and similar
plans) or any successor forms thereto and except pursuant to
Section 2(h) hereof) any public sale or distribution of Common
Stock or of preferred stock or securities convertible into or
exercisable for Common Stock.

     Section 8.     Registration Procedures.  If and whenever the
Company  shall be required to use its best efforts to  effect  or
cause  the  registration of any Registrable Securities under  the
Securities  Act as provided in this Agreement, the Company  shall
and,  with  respect  to  Sections 8(m) and 8(n),  the  Foundation
shall:

          (a)  prepare and file with the SEC a Registration Statement with
respect to such Registrable Securities on any form for which  the
Company then qualifies or that counsel for the Company shall deem
appropriate, and which form shall be available for  the  sale  of
the  Registrable  Securities  in  accordance  with  the  intended
methods  of  distribution thereof, and use its  best  efforts  to
cause such Registration Statement to become and remain effective;

          (b)  prepare and file with the SEC amendments and post-effective
amendments to such Registration Statement and such amendments and
supplements to the Prospectus used in connection therewith as may
be necessary to maintain the effectiveness of such registration
or as may be required by the rules, regulations or instructions
applicable to the registration form utilized by the Company or by
the Securities Act for a Shelf Registration or otherwise
necessary to keep such Registration Statement effective for at
least ninety (90) days and cause the Prospectus as so
supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to otherwise comply with the provisions of
the Securities Act with respect to the disposition of all
securities covered by such Registration Statement until the
earlier of (x) such 90th day or (y) such time as all Registrable
Securities covered by such Registration Statement shall have
ceased to be Registrable Securities (it being understood that the
Company at its option may determine to maintain such
effectiveness for a longer period, whether pursuant to a Shelf
Registration or otherwise); provided, however, that a reasonable
time before filing a Registration Statement or Prospectus, or any
amendments or supplements thereto (other than reports required to
be filed by it under the Exchange Act), the Company shall furnish
to the Foundation, the managing underwriter and their respective
counsel for review and comment, copies of all documents proposed
to be filed;

          (c)  furnish to the Foundation and to any underwriter in
connection with an Underwritten Offering such number of conformed
copies of such Registration Statement and of each amendment and
post-effective amendment thereto (in each case including all
exhibits) and such number of copies of any Prospectus or
Prospectus supplement and such other documents as the Foundation
or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities by the Foundation or
underwriter (the Company hereby consenting to the use (subject to
the limitations set forth in Section 8(n) hereof) of the
Prospectus or any amendment or supplement thereto in connection
with such disposition);

          (d)  use its best efforts to register or qualify such Registrable
Securities covered by such Registration Statement under such
other securities or "blue sky" laws of such jurisdictions as the
Foundation shall reasonably request, except that the Company
shall not for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction
where, but for the requirements of this Section 8(d), it would
not be obligated to be so qualified, to subject itself to
taxation in any such jurisdiction, or to consent to general
service of process in any such jurisdiction;

          (e)  notify the Foundation, at any time when a Prospectus
relating thereto is required to be delivered under the Securities
Act within the appropriate period mentioned in Section 8(b)
hereof, of the Company's becoming aware that the Prospectus
included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the
circumstances then existing, and, at the request of the
Foundation, prepare and furnish to the Foundation a reasonable
number of copies of an amendment or supplement to such
Registration Statement or related Prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such
Registrable Securities, such Prospectus shall not include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances
then existing;

          (f)  notify the Foundation at any time:
               (1)  when the Prospectus or any Prospectus supplement or post-
effective  amendment  has been filed, and, with  respect  to  the
Registration Statement or any post-effective amendment, when  the
same has become effective;

               (2)  of any request by the SEC for amendments or supplements to
the Registration Statement or the Prospectus or for additional
information;

               (3)  of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or any order
preventing the use of a related Prospectus, or the initiation (or
any overt threats) of any proceedings for such purposes;

               (4)  of the receipt by the Company of any written notification of
the suspension of the qualification of any of the Registrable
Securities for sale in any jurisdiction or the initiation (or
overt threats) of any proceeding for that purpose; and

               (5)  if at any time the representations and warranties of the
Company contemplated by paragraph (i) below cease to be true and
correct in all material respects;

          (g)  otherwise use its best efforts to comply with all applicable
rules  and  regulations  of the SEC, and make  available  to  its
security  holders  an earnings statement that shall  satisfy  the
provisions of Section 11(a) of the Securities Act, provided  that
the  Company  shall be deemed to have complied with this  Section
8(g) if it shall have complied with Rule 158 under the Securities
Act;

          (h)  use its best efforts to cause all such Registrable
Securities to be listed on the NYSE, The Nasdaq Stock Market or
any other national securities exchange or automated quotation
system on which the class of Registrable Securities being
registered is then listed, if such Registrable Securities are not
already so listed and if such listing is then permitted under the
rules of such exchange, and to provide a transfer agent and
registrar for such Registrable Securities covered by such
Registration Statement no later than the effective date of such
Registration Statement;

          (i)  enter into agreements (including an underwriting agreement
in the form customarily entered into by the Company in a
comparable Underwritten Offering) and take all other appropriate
and all commercially reasonable actions in order to expedite or
facilitate the disposition of such Registrable Securities and in
such connection, whether or not an underwriting agreement shall
be entered into and whether or not the registration shall be an
underwritten registration:

               (i)  make such representations and warranties to the Foundation
          and the underwriters, if any, in form, substance and scope as are
          customarily made by the Company to underwriters in comparable
          Underwritten Offerings;

               (ii) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions shall be reasonably
          satisfactory (in form, scope and substance) to the managing
          underwriters, if any, and the Foundation) addressed to the
          Foundation and the underwriters covering the matters customarily
          covered in opinions requested in comparable Underwritten
          Offerings by the Company;

               (iii)     obtain "comfort letters" and updates thereof from the
          Company's independent certified public accountants addressed to
          the Foundation and the underwriters, if any, such letters to be
          in customary form and covering matters of the type customarily
          covered in "comfort letters" by independent accountants in
          connection with comparable underwritten offerings on such date or
          dates as may be reasonably requested by the managing underwriter;

               (iv) provide the indemnification in accordance with the
          provisions and procedures of Section 11 hereof to all parties to
          be indemnified pursuant to such Section 11; and

               (v)  deliver such documents and certificates as may be reasonably
          requested by the Foundation and the managing underwriters, if
          any, to evidence compliance with clause (f) above and with any
          customary conditions contained in the underwriting agreement or
          other agreement entered into by the Company:

          (j)  cooperate with the Foundation and the managing underwriter
or underwriters to facilitate, to the extent reasonable under the
circumstances,   the   timely   preparation   and   delivery   of
certificates  representing the securities to be sold  under  such
Registration Statement, and enable such securities to be in  such
denominations  and  registered in  such  names  as  the  managing
underwriter  or  underwriters, if  any,  or  the  Foundation  may
request and/or in a form eligible for deposit with the Depository
Trust Company;

          (k)  make available to the Foundation, any underwriter
participating in any disposition pursuant to such Registration
Statement, and any attorney, accountant or other agent retained
by the Foundation or underwriter (collectively, the
"Inspectors"), reasonable access to appropriate officers of the
Company and the Company's subsidiaries to ask questions and to
obtain information reasonably requested by such Inspector and all
financial and other records and other information, pertinent
corporate documents and properties of any of the Company and its
subsidiaries and affiliates (collectively, the "Records"), as
shall be reasonably necessary to enable them to exercise their
due diligence responsibility; provided, however, that the Records
that the Company determines, in good faith, to be confidential
and which it notifies the Inspectors in writing are confidential
shall not be disclosed to any Inspector unless such Inspector
signs a confidentiality agreement reasonably satisfactory to the
Company or either (i) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission of a material fact
in such Registration Statement, or (ii) the release of such
Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction; provided, further, that any
decision regarding the disclosure of information pursuant to
subclause (i) shall be made only after consultation with counsel
for the applicable Inspectors; and provided, further, that the
Foundation agrees that it shall, promptly after learning that
disclosure of such Records is sought in a court having
jurisdiction, give notice to the Company and allow the Company,
at the Company's expense, to undertake appropriate action to
prevent disclosure of such Records;

          (l)  in the event of the issuance of any stop order suspending
the effectiveness of the Registration Statement or of any order
suspending or preventing the use of any related Prospectus or
suspending the qualification of any Registrable Securities
included in the Registration Statement for sale in any
jurisdiction, the Company shall use all commercially reasonable
efforts promptly to obtain its withdrawal;

          (m)  the Foundation shall furnish the Company with such
information regarding the Foundation and pertinent to the
disclosure requirements relating to the registration and the
distribution of such securities as the Company may from time to
time reasonably request in writing; and

          (n)  the Foundation shall, upon receipt of any notice from the
Company of the happening of any event of the kind described in
Section 8(e) hereof, forthwith discontinue disposition of
Registrable Securities pursuant to the Prospectus or Registration
Statement covering such Registrable Securities until the
Foundation shall have received copies of the supplemented or
amended Prospectus contemplated by Section 8(e) hereof, and, if
so directed by the Company, the Foundation shall deliver to the
Company (at the Company's expense) all copies, other than
permanent file copies then in the Foundation's possession, of the
Prospectus covering such Registrable Securities current at the
time of receipt of such notice.

     Section  9.     Registration Expenses.  Except as  otherwise
provided   herein,  in  connection  with  all  registrations   of
Registrable  Securities made  pursuant to a Demand  Registration,
Piggy-Back  Rights  or Share-Rights, the Company  shall  pay  all
Registration Expenses.


     Section 10.    Rule 144.  The Company shall take such measures
and file such information, documents and reports as shall be
required by the SEC as a condition to the availability of
Rule 144.  The Foundation shall not be permitted to sell any
Registrable Securities pursuant to Rule 144 until such time as
the Foundation shall have sold Registrable Securities to non-
Affiliates of the Foundation and shall have received in exchange
therefor aggregate proceeds of at least Fifty Million Dollars
($50,000,000).  Thereafter, the Foundation shall not be permitted
to sell any Registrable Securities pursuant to Rule 144 if
(i) such sale shall be to any Person that Beneficially Owns any
shares of Common Stock in excess of the Ownership Limit
applicable to such Person; (ii) such sale shall cause any Person
to Beneficially Own any shares of Common Stock in excess of the
Ownership Limit applicable to such Person; or (iii) such sale
would violate the terms of this Agreement, the Voting Trust and
Divestiture Agreement, the Certificate of Incorporation or the
Bylaws.

     Section 11.    Private Placements.  Subject to the terms of this
Agreement, the Voting Trust and Divestiture Agreement, the
Certificate of Incorporation, the Bylaws and the right of first
refusal in favor of the Company described below in this
Section 11, the Foundation shall have the right at all times to
sell shares of Registrable Securities in one or more private
placements (the "Private Placement Securities") to qualified
investors provided that the Foundation provides written notice to
the Company at least forty-five (45) Business Days prior to
making any such proposed private placement advising the Company
of the terms and conditions of such proposed private placement
(the "Private Placement Notice"), and provided further that the
consummation of such proposed private placement would not cause
any Person to Beneficially Own any shares of Common Stock in
excess of the Ownership Limit applicable to such Person.  The
Private Placement Notice shall contain the identity of the
proposed private placement purchaser, the price at which the
Private Placement Securities shall be sold to the proposed
private placement purchaser, the number of Private Placement
Securities to be sold to the proposed private placement
purchaser, and all other material terms and conditions of the
proposed private placement.  Following its receipt of the Private
Placement Notice, the Company shall have the right, but not the
obligation (the "Private Placement Option"), exercisable by
providing written notice thereof (the "Private Placement Option
Notice") to the Foundation within thirty (30) Business Days, to
purchase all (but not less than all) of the Private Placement
Securities on the same terms and conditions contained in the
Private Placement Notice. The Private Placement Option Notice
shall state the number of Private Placement Securities that the
Company shall purchase pursuant to the Private Placement Option,
the aggregate purchase price therefor, and the closing date of
the Company's purchase of the Private Placement Securities, which
shall take place no later than sixty (60) days after the date of
the Private Placement Option Notice.  The Company shall pay for
the Private Placement Securities that it shall purchase pursuant
to the Private Placement Option at the closing thereof by wire
transfer of immediately available funds to a bank account
designated by the Foundation.  At such closing, the Foundation
shall deliver to the Company a certificate or certificates
representing the number of Private Placement Securities, free and
clear of all liens, claims, security interests and other
encumbrances.  The Company shall be entitled to receive customary
representations and warranties from the Foundation regarding such
sale of Private Placement Securities (including representations
regarding good title to such shares free and clear of all liens,
claims, security interests and other encumbrances).  If the
Company shall elect not to exercise the Private Placement Option,
the Foundation may sell the Private Placement Securities
identified in the Private Placement Notice at the time and
subject to all of the terms and the conditions contained in the
Private Placement Notice.

     Section 12.    Covenants of Foundation.  The Foundation hereby
covenants and agrees that it shall not sell any Registrable
Securities in violation of the Securities Act and this Agreement,
the Voting Trust and Divestiture Agreement, the Certificate of
Incorporation and the Bylaws.

     Section 13.    Indemnification; Contribution.

          (a)   The Company shall indemnify and hold harmless the
Foundation,  its  officers  and  directors,  and  any  agent   or
investment  adviser thereof against all losses, claims,  damages,
liabilities  and  expenses (including reasonable attorneys'  fees
and  expenses) incurred by such party pursuant to any  actual  or
threatened action, suit, proceeding or investigation arising  out
of  or  based upon (i) any untrue or alleged untrue statement  of
material  fact  contained  in  any  Registration  Statement,  any
Prospectus  or  preliminary  Prospectus,  or  any  amendment   or
supplement  to  any  of the foregoing, or (ii)  any  omission  or
alleged omission to state therein a material fact required to  be
stated  therein or necessary to make the statements  therein  (in
the case of a Prospectus or a preliminary Prospectus, in light of
the  circumstances then existing) not misleading, except in  each
case insofar as the same arise out of or are based upon, any such
untrue  statement  or  omission  made  in  reliance  on  and   in
conformity  with  information  with  respect  to  the  Foundation
furnished  to  the  Company  by the  Foundation  or  its  counsel
expressly  for  use therein.  In connection with an  Underwritten
Offering,  the Company shall indemnify the underwriters  thereof,
their officers, directors and agents and each Person who controls
such  underwriters  (within the meaning  of  Section  15  of  the
Securities  Act or Section 20 of the Exchange Act)  to  the  same
extent  as provided above with respect to the indemnification  of
the Foundation.  Notwithstanding the foregoing provisions of this
Section 11(a), the Company shall not be liable to the Foundation,
any Person who participates as an underwriter in the offering  or
sale  of Registrable Securities or any other Person, if any,  who
controls  any such underwriter (within the meaning of Section  15
of  the Securities Act or Section 20 of the Exchange Act),  under
this  Section 11 for any such loss, claim, damage, liability  (or
action  or proceeding in respect thereof) or expense that  arises
out  of  an  untrue  statement  or alleged  untrue  statement  or
omission or alleged omission in the preliminary Prospectus if the
Foundation,  or other Person on behalf of the Foundation,  failed
to  send  or  deliver a copy of a final Prospectus to the  Person
asserting the claim prior to the written confirmation of the sale
of  the  Registrable Securities to such Person and such statement
or  omission  was  corrected in such  final  Prospectus  and  the
Company  had  previously and timely furnished  sufficient  copies
thereof to the Foundation in accordance with this Agreement.

          (b)  In connection with any registration of Registrable
Securities pursuant to this Agreement, the Foundation shall
furnish to the Company and any underwriter in writing such
information, including the name, address and the amount of
Registrable Securities held by the Foundation, as the Company or
any underwriter reasonably requests for use in the Registration
Statement relating to such registration or the related Prospectus
and agrees to indemnify and hold harmless the Company, any
underwriter, each such party's officers and directors and each
Person who controls each such party (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange
Act), and any agent or investment adviser thereof against all
losses, claims, damages, liabilities and expenses (including
reasonable attorneys' fees and expenses) incurred by each such
party pursuant to any actual or threatened action, suit,
proceeding or investigation arising out of or based upon (i) any
untrue or alleged untrue statement of material fact contained in
any Registration Statement, any Prospectus or preliminary
Prospectus, or any amendment or supplement to any of the
foregoing, or (ii) any omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a
Prospectus or a preliminary Prospectus, in light of the
circumstances then existing) not misleading, but only to the
extent that any such untrue statement or omission is made in
reliance on and in conformity with information with respect to
the Foundation furnished to the Company or any underwriter by the
Foundation or its counsel specifically for inclusion therein.
Notwithstanding the foregoing provisions of this Section 13(b),
the Foundation shall not be liable to the Company, any
underwriter, each such parties' officers or directors, any other
Person who controls any such party (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange
Act), or any agent or investment advisor thereof, if the
Foundation had provided information curing any untrue statement
or omission in time reasonably sufficient to prevent the
inclusion of such untrue statement or omission in the
Registration Statement.

          (c)  Any Person entitled to indemnification hereunder agrees to
give prompt written notice to the indemnifying party after the
receipt by such indemnified party of any written notice of the
commencement of any action, suit, proceeding or investigation or
threat thereof made in writing for which such indemnified party
may claim indemnification or contribution pursuant to this
Section 11 (provided that failure to give such notification shall
not affect the obligations of the indemnifying party pursuant to
this Section 11 except to the extent the indemnifying party shall
have been actually prejudiced as a result of such failure).  In
case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to
participate therein and, to the extent that it shall wish,
jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party),
and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party
under this Section 11 for any legal expenses of other counsel or
any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other
than reasonable costs of investigation.  Notwithstanding the
foregoing, if (i) the indemnifying party shall not have employed
counsel reasonably satisfactory to such indemnified party to take
charge of the defense of such action within a reasonable time
after notice of commencement of such action (so long as such
failure to employ counsel is not the result of an unreasonable
determination by such indemnified party that counsel selected
pursuant to the immediately preceding sentence is unsatisfactory)
or if the indemnifying party shall not have demonstrated to the
reasonable satisfaction of the indemnified party its ability to
finance such defense, or (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnifying
party and such indemnified party and such indemnified party shall
have reasonably concluded that there may be legal defenses
available to it which are different from or additional to those
available to the indemnifying party which, if the indemnifying
party and such indemnified party were to be represented by the
same counsel, could result in a conflict of interest for such
counsel or materially prejudice the prosecution of the defenses
available to such indemnified party, then such indemnified party
shall have the right to employ separate counsel, in which case
the fees and expenses of one counsel or firm of counsel (plus one
local or regulatory counsel or firm of counsel) selected by a
majority in interest of the indemnified parties shall be borne by
the indemnifying party and the fees and expenses of all other
counsel retained by the indemnified parties shall be paid by the
indemnified parties.  No indemnified party shall consent to entry
of any judgment or enter into any settlement without the consent
(which consent, in the case of an action, suit, claim or
proceeding exclusively seeking monetary relief, shall not be
unreasonably withheld) of each indemnifying party.

          (d)  If the indemnification from the indemnifying party provided
for in this Section 11 is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities
or expenses referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to
the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party and indemnified party in connection with the
actions which resulted in such losses, claims, damages,
liabilities and expenses, as well as any other relevant equitable
considerations.  The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among
other things, whether any action in question, including any
untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been made by,
or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include, subject to the limitations set
forth in Section 11(c) hereof, any legal and other fees and
expenses reasonably incurred by such indemnified party in
connection with any investigation or proceeding.  The parties
hereto agree that it would not be just and equitable if
contribution pursuant to this Section 11(d) were determined by
pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to
above in this Section 11(d).  Notwithstanding the provisions of
this Section 11(d), no underwriter shall be required to
contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and
distributed to the public were offered to the public exceeds the
amount of any damages which such underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and the Foundation
shall not be required to contribute any amount in excess of the
amount by which the total price at which the Registrable
Securities of the Foundation were offered to the public exceeds
the amount of any damages which the Foundation has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 11, the
indemnifying parties shall indemnify each indemnified party to
the fullest extent provided in Section 11(a) or (b) hereof, as
the case may be, without regard to the relative fault of such
indemnifying parties or indemnified party or any other equitable
consideration provided for in this Section 11(d).

          (e)  The provisions of this Section 11 shall be in addition to
any liability which any party may have to any other party and
shall survive any termination of this Agreement.  The
indemnification provided by this Section 11 shall remain in full
force and effect irrespective of any investigation made by or on
behalf of an indemnified party, so long as such indemnified party
is not guilty of acting in a fraudulent, reckless or grossly
negligent manner.

     Section 14.    Participation in Underwritten Offerings.  The
Foundation  may  not  participate in  any  Underwritten  Offering
hereunder unless the Foundation (a) in the case of a registration
pursuant  to  Section 3 hereof, agrees to sell  the  Foundation's
securities on the basis provided in any underwriting arrangements
approved  by  the  Company  in  its  reasonable  discretion,  and
(b)   completes  and  executes  all  questionnaires,  powers   of
attorney,   indemnities,  underwriting   agreements   and   other
documents   reasonably  required  under   the   terms   of   such
underwriting arrangements.

     Section 15.    Injunctions.  Each party acknowledges and agrees
that irreparable damage would occur in the event that any of the
provisions of this Agreement were not performed in accordance
with its specific terms or were otherwise breached. Therefore,
each party shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court
having jurisdiction, such remedy being in addition to any other
remedy to which such party may be entitled at law or in equity.

     Section 16.    Amendments and Waivers.  No amendment,
modification, supplement, termination, consent or waiver of any
provision of this Agreement, nor consent to any departure
herefrom, shall in any event be effective unless the same is in
writing and is signed by the party against whom enforcement of
the same is sought.  Any waiver of any provision of this
Agreement and any consent to any departure from the terms of any
provision of this Agreement shall be effective only in the
specific instance and for the specific purpose for which given.

     Section 17.    Notices.  All notices, consents, requests, demands
and other communications hereunder must be in writing, and shall
be deemed to have been duly given or made:  (i) when delivered in
person; (ii) three (3) days after deposited in the United States
mail, first class postage prepaid; (iii) in the case of telegraph
or overnight courier services, one (1) Business Day after
delivery to the telegraph company or overnight courier service
with payment provided; or (iv) in the case of telex or telecopy
or fax, when sent, verification received; in each case addressed
as follows:

          if to the Company:

          John A. O'Rourke
          Chairman, President and Chief Executive Officer
          RightCHOICE Managed Care, Inc.
          1831 Chestnut Street
          St. Louis, Missouri  63103
          Fax:  (314) 923-8958

          with copy to:

          John J. Riffle, Esq.
          Lewis, Rice & Fingersh, L.C.
          500 North Broadway, Suite 2000
          St. Louis, Missouri 63102
          Fax:  (314) 444-7788

          if to the Foundation:

          P.O. Box 726
          Jefferson City, Missouri 65102-0726
          Attention:  Chairman

          with copy to:

          Jeremiah (Jay) Nixon
          c/o Paul C. Wilson, Esq.
          Assistant Attorney General
          221 West High
          Jefferson City, Missouri 65101

     Section 18.    Successors and Assigns.  This Agreement shall
inure  to  the  benefit of and be binding upon the successors  of
each  of the parties.  This Agreement and the provisions of  this
Agreement that are for the benefit of the Foundation shall not be
assignable by the Foundation to any Person and any such purported
assignment shall be null and void.

     Section 19.    Counterparts.  This Agreement may be executed in
one (1) or more counterparts, all of which shall be considered
one (1) and the same agreement and shall become effective when
one (1) or more counterparts have been signed by each of the
parties and delivered to the other parties.

     Section 20.    Descriptive Headings.  The descriptive headings
used herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or
interpretation of this Agreement.

     Section 21.    Governing Law.  This Agreement and the rights and
obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of Delaware,
without regard to choice or conflict of laws rules.

     Section 22.    Severability.  In the event that any one or more
of the provisions contained herein, or the application thereof in
any circumstances, shall be held invalid, illegal or
unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall
not be in any way impaired thereby, it being intended that all
remaining provisions contained herein shall not be in any way
impaired thereby.

     Section 23.    Entire Agreement.  This Agreement, including any
exhibits or attachments referred to herein, is intended by the
parties as a final expression and a complete and exclusive
statement of the agreement and understanding of the parties
hereto in respect of the subject matter hereof.  There are no
restrictions, promises, warranties or undertakings with respect
to the subject matter hereof, other than those set forth or
referred to herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to
such subject matter.

     Section 24.    Further Actions; Best Efforts.  The Foundation
shall use its best efforts to take or cause to be taken all
appropriate action and to do or cause to be done all things
reasonably necessary, proper or advisable under applicable law
and regulations to assist the Company in the performance of its
obligations hereunder, including, without limitation, the
preparation and filing of any Registration Statements pursuant to
any Demand.

     Section 25.    Fair Construction.  This Agreement is the product
of negotiation and shall be deemed to have been drafted by all of
the parties.  It shall be construed in accordance with the fair
meaning of its terms and its language shall not be strictly
construed against, nor shall ambiguities be resolved against, any
particular party.

                [signatures appear on next page]

     IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first set forth above.


                            RIGHTCHOICE MANAGED CARE, INC.,
                            a Delaware corporation



                            By: /s/ John A. O'Rourke
                                Name:  John A. O'Rourke
                                Title:  President


                            THE  MISSOURI FOUNDATION FOR  HEALTH,
                            a Missouri nonprofit corporation


                            By: /s/ Paul C. Wilson
                                Name:  Paul C. Wilson
                                Title:  Chairman



</TEXT>
</DOCUMENT>
