BLUE CROSS LICENSE AGREEMENT

  (Includes revisions, if any, adopted by Member Plans through

                their November 19, 1999 meeting)







     This agreement by and between Blue Cross and Blue Shield

Association ("BCBSA") and The Blue Cross Plan, known as Blue

Cross and Blue Shield of Missouri (the "Plan").



                            Preamble





     WHEREAS, the Plan and/or its predecessor(s) in interest

(collectively the "Plan") had the right to use the BLUE CROSS

and BLUE CROSS Design service marks (collectively the "Licensed

Marks") for health care plans in its service area, which was

essentially local in nature;





     WHEREAS, the Plan was desirous of assuring nationwide

protection of the Licensed Marks, maintaining uniform quality

controls among Plans, facilitating the provision of cost

effective health care services to the public and otherwise

benefiting the public;





     WHEREAS, to better attain such ends, the Plan and the

predecessor of BCBSA in 1972 simultaneously executed the BCA

License Agreement (s) and the Ownership Agreement; and





     WHEREAS, BCBSA and the Plan desire to supercede said

Agreement(s) to reflect their current practices and to assure

the continued integrity of the Licensed Marks and of the BLUE

CROSS system;





     NOW, THEREFORE, in consideration of the foregoing and the

mutual agreements hereinafter set forth and for other good and

valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties agree as follows:

                            Agreement



     1.   BCBSA hereby grants to the Plan, upon the terms and

conditions of this License Agreement, the right to use BLUE

CROSS in its trade and/or corporate name (the "Licensed Name"),

and the right to use the Licensed Marks, in the sale, marketing

and administration of health care plans and related services in

the Service Area set forth and defined in paragraph 5 below.  As

used herein, health care plans and related services shall

include acting as a nonprofit health care plan, a for-profit

health care plan, or mutual health insurer operating on a

not-for-profit or for-profit basis, under state law; financing

access to health care services; providing health care management

and administration; administering, but not underwriting, non-

health portions of Worker's Compensation insurance; and

delivering health care services, except hospital services (as

defined in the Guidelines to Membership Standards Applicable to

Regular Members).





     2.   The Plan may use the Licensed Marks and Name in

connection with the offering of:  a) health care plans and

related services in the Service Area through Controlled

Affiliates, provided that each such Controlled Affiliate is

separately licensed to use the Licensed Marks and Name under the

terms and conditions contained in the Agreement attached as

Exhibit 1 hereto (the "Controlled Affiliate License Agreement");

and:  b) insurance coverages offered by life insurers under the

applicable law in the Service Area, other than those which the

Plan may offer in its own name, provided through Controlled

Affiliates, provided that each such Controlled Affiliate is

separately licensed to use the Licensed Marks and Name under the

terms and conditions contained in the Agreement attached as

Exhibit 1A hereto (the "Controlled Affiliate License Agreement

Applicable to Life Insurance Companies") and further provided

that the offering of such services does not and will not dilute

or tarnish the unique value of the Licensed Marks and Name; and

c) administration and underwriting of Workers' Compensation

Insurance Controlled Affiliates, provided that each such

Controlled Affiliate is separately licensed to use the Licensed

Marks and Name under the terms and conditions contained in the

Agreement attached as Exhibit 1 hereto (the "Controlled

Affiliate License.").  As used herein, a Controlled Affiliate is

defined as an entity organized and operated in such a manner

that it is subject to the bona fide control of a Plan or Plans

and, if the entity meets the standards of subparagraph B but not

subparagraph A of this paragraph, the entity, its owners, and

persons with authority to select or appoint members or board

members, other than a Plan or Plans, have received written

approval of BCBSA.  Absent written approval by BCBSA of an

alternative method of control, bona fide control shall mean that

a Plan or Plans authorized to use the Licensed Marks in the

Service Area of the Controlled Affiliate pursuant to this

License Agreement(s) with BCBSA, other than such Controlled

Affiliate's License Agreement(s), (the "Controlling Plan(s)"),

must have:



          A.           The legal authority, directly or

          indirectly through wholly-owned subsidiaries: (a) to

          select members of the Controlled Affiliate's

          governing body having more than 50% voting control

          thereof; (b) to exercise control over the policy and

          operations of the Controlled Affiliate; (c) to

          prevent any change in the articles of incorporation,

          bylaws or other establishing or governing documents

          of the Controlled Affiliate with which the

          Controlling Plan(s) do(es) not concur.  In addition,

          a Plan or Plans directly or indirectly through wholly-

          owned subsidiaries shall own more than 50% of any

          for-profit Controlled Affiliate; or



                                    Amended as of March 11, 1999

                               -2-



          B.               The legal authority directly or

          indirectly through wholly-owned subsidiaries (a) to

          select members of the Controlled Affiliate's

          governing body having not less than 50% voting

          control thereof; (b) to prevent any change in the

          articles of incorporation, bylaws or other

          establishing or governing documents of the Controlled

          Affiliate with which the Controlling Plan(s) do(es)

          not concur; (c) to exercise control over the policy

          and operations of the Controlled Affiliate at least

          equal to that exercised by persons or entities

          (jointly or individually) other than the Controlling

          Plan(s).  Notwithstanding anything to the contrary in

          (a) through (c) hereof, the Controlled Affiliate's

          establishing or governing documents must also require

          written approval by the Controlling Plan(s) before

          the Controlled Affiliate can:



                1.   Change its legal and/or trade name;



                2.   Change the geographic area in which it

                operates;



                3.   Change any of the types of businesses in

                which it engages;



                4.   Create, or become liable for by way of

                guarantee, any indebtedness, other than

                indebtedness arising in the ordinary course of

                business;



                5.   Sell any assets, except for sales in the

                ordinary course of business or sales of

                equipment no longer useful or being replaced;



                6.   Make any loans or advances except in the

                ordinary course of business;



                7.   Enter into any arrangement or agreement

                with any party directly or indirectly affiliated

                with any of the owners of  the Controlled

                Affiliate or persons or entities with the

                authority to select or appoint members or board

                members of the Controlled Affiliate, other than

                the Plan or Plans (excluding owners of stock

                holdings of under 5% in a publicly traded

                Controlled Affiliate);



                8.   Conduct any business other than under the

                Licensed Marks and Name;



                9.  Take any action that any Controlling Plan or

                 BCBSA reasonably believes will adversely

                 affect the Licensed Marks or Names.



          In addition, a Plan or Plans directly or indirectly

          through wholly owned subsidiaries shall own at least

          50% of any for-profit Controlled Affiliate.



                                     Amended as of June 11, 1998

                              -2a-

                                       (The next page is page 3)



     3.   The Plan may engage in activities not required by

BCBSA to be directly licensed through Controlled Affiliates and

may indicate its relationship thereto by use of the Licensed

Name as a tag line, provided that the engaging in such

activities does not and will not dilute or tarnish the unique

value of the Licensed Marks and Name and further provided that

such tag line  use is not in a manner likely to cause confusion

or mistake.  Consistent with the avoidance of confusion or

mistake, each tag line use of the Plan's Licensed Name: (a)

shall be in the style and manner specified by BCBSA from

time-to-time; (b) shall not include the design service marks;

(c) shall not be in a manner to import more than the Plan's mere

ownership of the Controlled Affiliate; and (d) shall be

restricted to the Service Area.  No rights are hereby created in



any Controlled Affiliate to use the Licensed Name in its own

name or otherwise.  At least annually, the Plan shall provide

BCBSA with representative samples of each such use of its

Licensed Name pursuant to the foregoing conditions.



     4.   The Plan recognizes the importance of a comprehensive

national network of independent BCBSA licensees which are

committed to strengthening the Licensed Marks and Name.  The

Plan further recognizes that its actions within its Service Area

may affect the value of the Licensed Marks and Name nationwide.

The Plan agrees (a) to maintain in good standing its membership

in BCBSA; (b) promptly to pay its dues to BCBSA, said dues to

represent the royalties for this License Agreement; (c)

materially to comply with all applicable laws; (d) to comply

with the Membership Standards Applicable to Regular Members of

BCBSA, a current copy of which is attached as Exhibit 2 hereto;

and (e) reasonably to permit BCBSA, upon a written, good faith

request and during reasonable business hours, to inspect the

Plan's books and records necessary to ascertain compliance

herewith.  As to other Plans and third parties, BCBSA shall

maintain the confidentiality of all documents and information

furnished by the Plan pursuant hereto, or pursuant to the

Membership Standards, and clearly designated by the Plan as

containing proprietary information of the Plan.



     5.   The rights hereby granted are exclusive to the Plan

within the geographical area(s) served by the Plan on June 30,

1972, and/or as to which the Plan has been granted a subsequent

license, which is hereby defined as the "Service Area," except

that BCBSA reserves the right to use the Licensed Marks in said

Service Area, and except to the extent that said Service Area

may overlap areas served by one or more other licensed Blue

Cross Plans as of said date or subsequent license, as to which

overlapping areas the rights hereby granted are nonexclusive as

to such other Plan or Plans only.





                                               Amended as of November 20, 1997













                               -3-





     6.   Except as expressly provided by BCBSA with respect to

National Accounts, Government Programs and certain other

necessary and collateral uses, the current rules and regulations

governing which are attached as Exhibit 3 and Exhibit 4 hereto,

or as expressly provided herein, the Plan may not use the

Licensed Marks and Name outside the Service Area or in

connection with other goods and services, nor may the Plan use

the Licensed Marks or Name in a manner which is intended to

transfer in the Service Area the goodwill associated therewith

to another mark or name.  Nothing herein shall be construed to

prevent the Plan from engaging in lawful activity anywhere under

other marks and names not confusingly similar to the Licensed

Marks and Name, provided that engaging in such activity does and

will not dilute or tarnish the unique value of the Licensed

Marks and Name.





     7.   The Plan agrees that it will display the Licensed

Marks and Name only in such form, style and manner as shall be

specifically prescribed by BCBSA from time-to-time in

regulations of general application in order to prevent

impairment of the distinctiveness of the Licensed Marks and Name

and the goodwill pertaining thereto. The Plan shall cause to

appear on all materials on or in connection with which the

Licensed Marks or Name are used such legends, markings and

notices as BCBSA may reasonably request in order to give

appropriate notice of service mark or other proprietary rights

therein or pertaining thereto.





     8.   BCBSA agrees that: (a) it will not grant any other

license effective during the term of this License Agreement for

the use of the Licensed Marks or Name which is inconsistent with

the rights granted to the Plan hereunder; and (b) it will not

itself use the Licensed Marks in derogation of the rights of the

Plan or in a manner to deprive the Plan of the full benefits of

this License Agreement.  The Plan agrees that it will not attack

the title of BCBSA in and to the Licensed Marks or Name or

attack the validity of the Licensed Marks or of this License

Agreement.  The Plan further agrees that all use by it of the

Licensed Marks and Name or any similar mark or name shall inure

to the benefit of BCBSA, and the Plan shall cooperate with BCBSA

in effectuating the assignment to BCBSA of any service mark or

trademark registrations of the Licensed Marks or any similar

mark or name held by the Plan or a Controlled Affiliate of the

Plan, all or any portion of which registration consists of the

Licensed Marks.

























                               -4-

     9.   (a).  Should the Plan fail to comply with the

provisions of paragraphs 2-4, 6, 7 and/or 12, and not cure such

failure within thirty (30) days of receiving written notice

thereof (or commence curing such failure within such thirty day

period and continue diligent efforts to complete the curing of

such failure if such curing cannot reasonably be completed

within such thirty day period), BCBSA shall have the right to

issue a notice that the Plan is in a state of noncompliance.

Except as to the termination of a Plan's License Agreement or

the merger of two or more Plans, disputes as to noncompliance,

and all other disputes between or among BCBSA, the Plan, other

Plans and/or Controlled Affiliates, shall be submitted promptly

to mediation and mandatory dispute resolution pursuant to the

rules and regulations of BCBSA, a current copy of which is

attached as Exhibit 5 hereto, and shall be timely presented and

resolved. The mandatory dispute resolution panel shall have

authority to issue orders for specific performance and assess

monetary penalties. If a state of noncompliance as aforesaid is

undisputed by the Plan or is found to exist by a mandatory

dispute resolution panel and is uncured as provided above, BCBSA

shall have the right to seek judicial enforcement of the License

Agreement.  Except, however, as provided in paragraphs 9(d)(iii)

and 15(a)(i)-(viii) below, no Plan's license to use the Licensed

Marks and Name may be finally terminated  for any reason without

the affirmative vote of three-fourths of the Plans and

three-fourths of the total then current weighted vote of all the

Plans.



          (b).  Notwithstanding any other provision of this

License Agreement, a Plan's license to use the Licensed Marks

and Name may be forthwith terminated by the affirmative vote of

three-fourths of the Plans and three-fourths of the total then

current weighted vote of all the Plans at a special meeting

expressly called by BCBSA for the purpose on ten (10) days

written notice to the Plan advising of the specific matters at

issue and granting the Plan an opportunity to be heard and to

present its response to Member Plans for: (i) failure to comply

with any minimum capital or liquidity requirement under the

Membership Standard on Financial Responsibility; or (ii)

impending financial insolvency; or (iii) the pendency of any

action instituted against the Plan seeking its dissolution or

liquidation or its assets or seeking appointment of a trustee,

interim trustee, receiver or other custodian for any of its

property or business or seeking the declaration or establishment

of a trust for any of its property of business, unless this

License Agreement has been earlier terminated under paragraph

15(a); or (iv) such other reason as is determined in good faith

immediately and irreparably to threaten the integrity and

reputation of BCBSA, the Plans and/or the Licensed Marks.



          (c).  To the extent not otherwise provided therein,

neither: (i) the Membership Standards Applicable to Regular

Members of BCBSA; nor (ii) the rules and regulations governing

National Accounts, Government Programs and certain other uses;

nor (iii) the rules and regulations governing mediation and

mandatory dispute resolution, may be amended unless and until

each such amendment is first adopted by the affirmative vote of

three-fourths of the Plans and of three-fourths of the total

then current weighted vote of all the Plans.



                                    Amended as of March 11, 1999

                               -5-



          9.  (d).  The Plan may operate as a for-profit company

on the following conditions:



     (i)            The Plan shall discharge all

responsibilities which it has to the Association and to other

Plans by virtue of this Agreement and the Plan's membership in

BCBSA.



     (ii)       The Plan shall not use the licensed Marks and

Name, or any derivative thereof, as part of its legal name or

any symbol used to identify the Plan in any securities market.

The Plan shall use the licensed Marks and Name as part of its

trade name within its service area for the sale, marketing and

administration of health care and related services in the

service area.



     (iii)      The Plan's license to use the Licensed Marks and

Name shall automatically terminate effective: (a) thirty days

after the Plan knows, or there is an SEC filing indicating that,

any Institutional Investor, has become the Beneficial Owner of

securities representing 10% or more of the voting power of the

Plan ("Excess Institutional Voter"), unless such Excess

Institutional Voter shall cease to be an Excess Institutional

Voter prior to such automatic termination becoming effective;

(b) thirty days after the Plan knows, or there is an SEC filing

indicating that, any Noninstitutional Investor has become the

Beneficial Owner of securities representing 5% or more of the

voting power of the Plan ("Excess Noninstitutional Voter")

unless such Excess Noninstitutional Voter shall cease to be an

Excess Noninstitutional Voter prior to such automatic

termination becoming effective; (c) thirty days after the Plan

knows, or there is an SEC filing indicating that, any Person has

become the Beneficial Owner of 20% or more of the Plan's then

outstanding common stock or other equity securities which

(either by themselves or in combination) represent an ownership

interest of 20% or more pursuant to determinations made under

paragraph 9(d)(iv) below ("Excess Owner"), unless such Excess

Owner shall cease to be an Excess Owner prior to such automatic

termination becoming effective; (d) ten business days after

individuals who at the time the Plan went public constituted the

Board of Directors of the Plan (together with any new directors

whose election to the Board was approved by a vote of 2/3 of the

directors then still in office who were directors at the time

the Plan went public or whose election or nomination was

previously so approved) (the "Continuing Directors") cease for

any reason to constitute a majority of the Board of Directors;

or (e) ten business days after the Plan consolidates with or

merges with or into any person or conveys, assigns, transfers or

sells all or substantially all of its assets to any person other

than a merger in which the Plan is the surviving entity and

immediately after which merger, no person is an Excess

Institutional Voter, an Excess Noninstitutional Voter or an

Excess Owner:  provided that, if requested by the affected Plan

in a writing received by BCBSA prior to such automatic

termination becoming effective, the provisions of this paragraph

9(d)(iii) may be waived, in whole or in part,



                                Amended as of September 17, 1997

                            -5a-

upon the affirmative vote of a majority of the disinterested

Plans and a majority of the total then current weighted vote of

the disinterested Plans.  Any waiver so granted may be

conditioned upon such additional requirements (including but not

limited to imposing new and independent grounds for termination

of this License) as shall be approved by the affirmative vote of

a majority of the disinterested Plans and a majority of the

total then current weighted vote of the disinterested Plans.  If

a timely waiver request is received, no automatic termination

shall become effective until the later of: (1) the conclusion of

the applicable time period specified in paragraphs 9(d)(iii)(a)-

(d) above, or (2) the conclusion of the first Member Plan

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