Exhibit 99.2
THE MISSOURI FOUNDATION FOR HEALTH
000 Xxxxx Xxxxxxxx, 00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
October 17, 2001
RightCHOICE Managed Care, Inc.
0000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
In consideration of the execution by The Missouri Foundation
for Health (the "Foundation") of the Voting and Lockup Agreement
by and between WellPoint Health Networks Inc. ("WellPoint") and
the Foundation dated as of October 17, 2001, this letter shall
constitute an agreement between the Foundation and RightCHOICE
Managed Care, Inc. (the "Company") that the Company shall consult
with the Foundation prior to exercising its right under the
Agreement and Plan of Merger, dated October 17, 2001, among
WellPoint, RWP Acquisition Corp. and the Company (the "Merger
Agreement") to terminate the Merger Agreement as provided in
Sections 7.1(b), (g) or (h) of the Merger Agreement or to waive
any of the closing conditions set forth in Section 6.3 of the
Merger Agreement. All information received from the Company in
connection with any such consultation shall be considered
"Confidential Information" (as defined in the Confidentiality
Agreement dated as of February 20, 2001 between the Company and
the Foundation (the "Confidentiality Agreement")) and subject to
the terms of the Confidentiality Agreement.
By signing below, you agree to be bound by the terms
provided above.
The Missouri Foundation for Health
By: /s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Chairperson
ACCEPTED AND AGREED:
RightCHOICE Managed Care, Inc.
By: /s/ Xxxx X'Xxxxxx
Title: Chairman and Chief Executive Officer
Date: October 17, 2001
