Exhibit 10.19

                     THE NON-CONTRIBUTORY RETIREMENT PROGRAM
                            FOR CERTAIN EMPLOYEES OF
                            TRIGON INSURANCE COMPANY

                  AMENDMENT ADOPTING NEW DEFINITION OF EARNINGS
                                       AND
               ADDING A DEFINITION OF HIGHLY COMPENSATED EMPLOYEE

         WHEREAS, Trigon Insurance Company (herein referred to as the
"Employer") maintains a non-contributory retirement program, the
Non-Contributory Retirement Program for Certain Employees of Trigon Insurance
Company (herein referred to as the "Retirement Program") pursuant to the
provisions of the National Retirement Program;

         WHEREAS, pursuant to Section 7.01 of the Retirement Program, the
Employer has reserved the right to amend or modify the Retirement Program;

         WHEREAS, it is desirable to modify the Retirement Program to clarify
that Earnings do not include the value of taxable income derived from stock
options granted by the Employer for purposes of determining either the benefits
accrued under the Retirement Program, the limitation on benefits imposed by
Section 415 of the Internal Revenue Code, or each Participant's status as a
Highly Compensated Employee;

         WHEREAS, it is also desirable to modify the Retirement Program to add a
definition of "Highly Compensated Employee;"

         NOW, THEREFORE, the Employer hereby amends the Retirement Program,
effective January 1, 1998, as follows with respect to those Participants who on
or after such date are employees of the Employer or any other entity that has
adopted the Retirement Program with the approval of the Employer:

         1. The introductory sentence under Section 1.06, Earnings, is modified
to read as follows:

         "1.06 "Earnings" shall mean the following, for the purposes of
determining both benefits accrued under the Program and, for Program Years
beginning on or after January 1, 1998, a Participant's status as a Highly
Compensated Employee:"

                  2. Subsection (c) of Section 1.06, Earnings, is renumbered
(c)(1), subsections (c)(1) and (2) are renumbered (c)(1)(i) and (ii),
respectively, and any cites to such subsections are modified accordingly.

                  3. The first sentence of Section 1.06(c )(1), Earnings, is
modified to read as follows:
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         "For a Program Year beginning on or after January 1, 1988 and before
January 1, 1998, (i) or (ii) as checked below:"

                  4. Subsection (c) of Section 1.06, Earnings, is modified to
add a new subsection (c)(2) to read as follows:

"(c)(2)  For a Program Year beginning on or after January 1, 1998:  Compensation
paid or made available in such Program Year, including the following -

         "(i) the Participant's earned income, wages, salaries, fees for
professional services and other amounts received (without regard to whether or
not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the amounts are
includible in gross income (including, but not limited to, commissions paid to
sales people, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, expense allowances under a nonaccountable plan (as described in
Treas. Reg. Section 1.62-2(c));

         "(ii) elective deferrals (as defined in Section 402(g)(3) of the
Internal Revenue Code), and any amount which is contributed or deferred by the
Employer at the election of the Participant and which is not includible in the
gross income of the Participant by reason of Section 125 or 457 of the Internal
Revenue Code;

         "(iii) amounts described in Sections 104(a)(3), 105(a), and 105(h) of
the Internal Revenue Code, but only to the extent that these amounts are
includible in the gross income of the Participant;

         "(iv) amounts paid or reimbursed by the Employer for moving expenses
incurred by the Participant, but only to the extent that at the time of the
payment it is reasonable to believe that these amounts are not deductible by the
Participant under Section 217 of the Internal Revenue Code;

         "(v) the value of a non-qualified stock option granted to a Participant
by the Employer, but only to the extent that the value of the option is
includible in the gross income of the Participant for the taxable year in which
granted; and

         "(vi) the amount includible in the gross income of a Participant upon
making the election described in Section 83(b) of the Internal Revenue Code.

"Earnings shall not include the following items:

         "(vii) (Except as described in (ii) above) Employer contributions to a
program of deferred compensation to the extent that, before the application of
the limitations imposed by Section 415 of the Internal Revenue Code, the
contributions are not included in the gross income

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of the Participant for the taxable year in which contributed; Employer
contributions made on behalf of the Participant to a simplified employee pension
plan described in Section 408(k) of the Internal Revenue Code; and any
distributions from a plan of deferred compensation, whether or not included in
the gross income of the Participant when distributed;

         "(viii) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by a Participant either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;

         "(ix) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option (or under an option described in
Section 422 or 423 of the Internal Revenue Code);

         "(x) Other amounts which receive special tax benefits, such as premiums
for group-term life insurance (but only to the extent that the premiums are not
includible in the gross income of the Participant), or (except as provided in
(ii) above) contributions made by an Employer (whether or not under a salary
reduction agreement) towards the purchase of a Section 403(b) annuity contract
(whether or not the contributions are excluded from the gross income of the
Participant).

         "However, such amounts earned after the last complete calendar year
prior to the earlier of the Employee's Early Retirement Date or last date of
Employment shall be disregarded."

         5. Section 1.12A, Maximum Annual Social Security Covered Compensation,
is renumbered as Section 1.12B, and a new Section 1.12A, Highly Compensated
Employee, is added to read as follows:

         "1.12A  "Highly Compensated Employee" shall mean a Participant who was
either:

                  (a)  a 5-percent owner at any time during the Program Year or
                       the preceding Program Year, or

                  (b) for the preceding Program Year (i) had Earnings (as
                      defined in Section 1.06(c)(2)) from the Employer in excess
                      of $80,000 (as adjusted to reflect cost-of-living
                      increases).

"An employee shall be treated as a 5-percent owner for any Program Year, if at
any time during such Program Year, such employee owns (or is considered as
owning within the meaning of Section 318 of the Internal Revenue Code) more than
5% of the outstanding stock of the Employer or stock possessing more than 5% of
the total combined voting power of all stock of the Employer.

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"A former employee shall be considered a Highly Compensated Employee if such
employee was a Highly Compensated Employee (i) when he terminated employment, or
(ii) during any Program Year following his attainment of age 55."

         6. Subsection (a) of Section 4.12, Limitations on Benefits, is hereby
modified by inserting the following in lieu of the last paragraph:

         "Notwithstanding anything in this paragraph to the contrary, with
respect to Program Years beginning on or after January 1, 1998, for purposes of
this Section, the term "annual benefit" means the benefit that is payable
annually to a Participant in the form of a straight lifetime benefit with no
ancillary benefits, and the term "compensation" has the same meaning as
Earnings, as defined in Section 1.06(c)(2) (without regard to the last paragraph
under Section 1.06(c)(2))."

                                   TRIGON INSURANCE COMPANY

                                   By:  ________________________
                                           Authorized Officer

------------------------           ----------------------------
Attest                             Title

------------------------           ----------------------------
Title                              Date

                                   APPROVED:

                                   NATIONAL EMPLOYEE
                                   BENEFITS COMMITTEE

                                   By:  _________________________
                                          Secretary

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