EXHIBIT 10.10











                            TRIGON INSURANCE COMPANY

                             401(k) RESTORATION PLAN



                 Amended and Restated Effective October 1, 1998











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                            TRIGON INSURANCE COMPANY

                             401(k) RESTORATION PLAN

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I PURPOSE AND EFFECTIVE DATE..........................................1
   1.1 Title..................................................................1
   1.2 Purpose................................................................1
   1.3 Effective Date.........................................................1

ARTICLE II DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT..................2
   2.1 Alternate Payee........................................................2
   2.2 Beneficiary............................................................2
   2.3 Board..................................................................2
   2.4 Bookkeeping Account....................................................2
   2.5 Change of Control......................................................2
   2.6 Committee..............................................................3
   2.7 Company................................................................3
   2.8 Compensation...........................................................3
   2.9 Deferred Compensation..................................................3
   2.10 Disability............................................................3
   2.11 Domestic Relations Order..............................................3
   2.12 Early Retirement......................................................3
   2.13 Election Date.........................................................3
   2.14 Employee..............................................................4
   2.15 Enrollment/Change Form................................................4
   2.16 LTIP..................................................................4
   2.17 Participant...........................................................4
   2.18 Plan..................................................................4
   2.19 Plan Administrator....................................................4
   2.20 Plan Year.............................................................4
   2.21 Qualified Plan........................................................4
   2.22 Restricted Stock Award................................................4
   2.23 Restricted Stock Election.............................................4
   2.24 Stock Election Form...................................................4
   2.25 Termination of Service................................................5
   2.26 Trigon Stock..........................................................5
   2.27 Valuation Date........................................................5
   2.28 Value.................................................................5
   2.29 Gender and Number.....................................................5
   2.30 Titles................................................................5


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ARTICLE III ELIGIBILITY AND PARTICIPATION.....................................6
   3.1 Eligibility............................................................6
   3.2 Participation..........................................................6

ARTICLE IV PARTICIPANT DEFERRALS OF COMPENSATION AND COMPANY
MATCHING CONTRIBUTIONS........................................................7
   4.1 Compensation Deferral..................................................7
   4.2 Restricted Stock Election..............................................7
   4.3 Matching Contribution..................................................7
   4.4 Election to Participate, Modify, or Terminate Future Contributions.....7
   4.5 No Deferral Without Completion of Enrollment/Change Form...............8
   4.6 Duration of Enrollment/Change Forms....................................8
   4.7 Change in Status.......................................................8
   4.8 Deferrals on Change of Status of Participation.........................8
   4.9 Special Company Contribution...........................................8

ARTICLE V DEFERRAL ACCOUNT AND EARNINGS CREDITING RATE........................9
   5.1 Bookkeeping Account....................................................9
   5.2 Deemed Investment of the Bookkeeping Account...........................9
   5.3 Earnings Crediting Rate................................................9

ARTICLE VI DISTRIBUTION......................................................10
   6.1 Distribution of Account Balance.......................................10
   6.2 Change in Distribution Method.........................................10
   6.3 Payment Upon Change of Control........................................10
   6.4 Nonforfeitable Right to Contributions.................................10
   6.5 Form of Distribution..................................................10
   6.6 Timing of Distribution................................................11

ARTICLE VII HARDSHIP DISTRIBUTIONS...........................................12
   7.1 Hardship..............................................................12

ARTICLE VIII BENEFICIARY.....................................................13
   8.1 Beneficiary Designation...............................................13
   8.2 Proper Beneficiary....................................................13
   8.3 Minor or Incompetent Beneficiary......................................13

ARTICLE IX ADMINISTRATION OF THE PLAN........................................14
   9.1 Majority Vote.........................................................14
   9.2 Finality of Determination.............................................14
   9.3 Certificates and Reports..............................................14
   9.4 Indemnification and Exculpation.......................................14
   9.5 Expenses..............................................................14

ARTICLE X CLAIMS PROCEDURE...................................................15
   10.1 Written Claim........................................................15


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   10.2 Denied Claim.........................................................15
   10.3 Review Procedure.....................................................15
   10.4 Committee Review.....................................................15

ARTICLE XI GENERAL PROVISIONS................................................16
   11.1 No Funding...........................................................16
   11.2 No Contract of Employment............................................16
   11.3 Withholding Taxes....................................................16
   11.4 Restrictions on Transfer.............................................16
   11.5 Domestic Relations Order/Alternate Payee.............................16
   11.6 Construction.........................................................17
   11.7 Binding Upon Successors and Assigns..................................17
   11.8 Life Insurance and Funding...........................................17
   11.9 Form of Communication................................................17
   11.10 Right to Terminate..................................................18
   11.11 Right to Amend......................................................18




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                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE


     1.1 TITLE This Plan shall be known as Trigon Insurance Company 401(k)
Restoration Plan (hereinafter referred to as the "Plan"). The Plan was formerly
known as the Trigon Blue Cross Blue Shield 401(k) Restoration Plan.

     1.2 PURPOSE The purpose of the Plan is to permit a select group of
management or highly compensated employees of Trigon Insurance Company to defer
the receipt of compensation without regard to the limits imposed by the Internal
Revenue Code on tax-qualified plans that include a cash or deferred arrangement.
The Plan constitutes an unfunded "top hat" arrangement under Title I of ERISA.

     1.3 EFFECTIVE DATE The effective date of the amendment and restatement of
this Plan is October 1, 1998. The original effective date of this Plan was
January 1, 1995.


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                                   ARTICLE II

                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT


     2.1 ALTERNATE PAYEE "Alternate Payee" means any spouse, former spouse,
child or other dependent of a Participant who is recognized by a Domestic
Relations Order as having a right to receive all or a portion of the benefits
payable under the Plan with respect to such Participant.

     2.2 BENEFICIARY "Beneficiary" means the person or persons or the estate of
a Participant entitled to receive any benefits under this Plan in the event of
the Participant's death.

     2.3 BOARD "Board" means the Board of Directors of Trigon Insurance Company.
Before March 7, 1997, the Board was the Board of Directors of Blue Cross and
Blue Shield of Virginia.

     2.4 BOOKKEEPING ACCOUNT "Bookkeeping Account" means the bookkeeping record
established by the Company for each Participant who elects to defer Compensation
under this Plan.

     2.5 CHANGE OF CONTROL "Change of Control" means:

          (a)  The acquisition by a Group of Beneficial Ownership of 20% or more
               of the Stock of Trigon Healthcare, Inc. ("Healthcare"), but
               excluding for this purpose any acquisition by Healthcare (or a
               subsidiary) or an employee benefit plan of Healthcare. "Group"
               means any individual, entity or group within the meaning of
               Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
               1934, as amended (the "Act"), "Beneficial Ownership" has the
               meaning in Rule 13d-3 promulgated under the Act, and "Stock"
               means the then outstanding shares of Class A common stock of
               Healthcare; or

          (b)  Individuals who constitute the Board of Healthcare on the Date of
               this Agreement (the "Incumbent Board") cease to constitute at
               least a majority of the Board of Healthcare, provided that any
               director whose nomination was approved by a majority of the
               Incumbent Board shall be considered a member of the Incumbent
               Board; or

          (c)  Approval by the shareholders of Healthcare of a reorganization,
               merger or consolidation, in each case, in which the owners of the
               Stock of Healthcare do not, following such reorganization, merger
               or consolidation, beneficially own, directly or indirectly, more
               than 50% of the Stock of the corporation resulting from such
               reorganization, merger or consolidation; or

          (d)  A complete liquidation or dissolution of Healthcare, or the sale
               or other disposition of all or substantially all of the assets of
               Healthcare.


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     2.6 COMMITTEE "Committee" means the Human Resources, Compensation and
Employee Benefits Committee of the Board of Directors.

     2.7 COMPANY "Company" means Trigon Insurance Company. Before March 7, 1997,
the Company was Blue Cross and Blue Shield of Virginia, a Virginia corporation
doing business as Trigon Blue Cross Blue Shield.

     2.8 COMPENSATION "Compensation" shall have the same meaning as provided in
the Qualified Plan without regard to any limitations imposed by Sections
401(a)(17), 402(g) and 415 of the Internal Revenue Code and without regard to
any deferrals made under the terms of this Plan, adjusted as follows:

          (a)  If the Participant has made a Restricted Stock Election,
               Compensation shall be increased by the Value of any Restricted
               Stock Award made to the Participant under the LTIP.

          (b)  As provided in the Qualified Plan, Compensation does not include
               income recognized with respect to Trigon Stock, including income
               arising from the lapse of restrictions on restricted stock paid
               under a Restricted Stock Award.

     2.9 DEFERRED COMPENSATION "Deferred Compensation" means the portion of a
Participant's Compensation earned after the effective date of the Participant's
Enrollment/Change Form for any calendar year, or part thereof, that has been
deferred pursuant to the Plan.

     2.10 DISABILITY "Disability" means Total and Permanent Disability for
purposes of and determined under the terms of the Company's long-term disability
plan in effect at the time of such determination of Disability.

     2.11 DOMESTIC RELATIONS ORDER "Domestic Relations Order" means any
judgement, decree or order (including approval of a property settlement
agreement) which relates to the provision of child support, alimony payments or
marital property rights to a spouse, former spouse, child or other dependent of
a Participant made pursuant to a State domestic relations law (including a
community property law).

     2.12 EARLY RETIREMENT "Early Retirement" means Termination of Service after
a Participant is age 55 and is eligible for a benefit under the Non-Contributory
Retirement Program for Certain Employees of Trigon Insurance Company.

     2.13 ELECTION DATE "Election Date" means the date established by this Plan
as the date before which an Employee must submit a valid Enrollment/Change Form
to the Committee. The applicable Election Dates are as follows: (a) 15 days
after adoption of the Plan for Employees who are eligible to participate at the
time the Plan is adopted, or (b) 15 days after a newly eligible Employee is
notified of the right to participate in the Plan.


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     2.14 EMPLOYEE "Employee" means any member of management or highly
compensated employee employed by the Company or subsidiary or affiliated company
who is selected for participation by the Committee.

     2.15 ENROLLMENT/CHANGE FORM "Enrollment/Change Form" means the written form
submitted to the Plan Administrator prior to the applicable Election Date. Each
Enrollment/Change Form shall indicate (a) whether the Employee wishes to defer a
portion of Compensation and, (b) the percentage of compensation to be deferred.
No Enrollment/Change Form shall be effective until acknowledged by the Company.

     2.16 LTIP "LTIP" means the Officer Long-Term Incentive Plan or any similar
plan or program that is established under the Trigon Healthcare, Inc. 1997 Stock
Incentive Plan as amended from time to time or any successor plan.

     2.17 PARTICIPANT "Participant" means an Employee who has Deferred
Compensation pursuant to the terms of this Plan, and whose Bookkeeping Account
balance has not yet been fully distributed.

     2.18 PLAN "Plan" means Trigon Insurance Company 401(k) Restoration Plan as
amended from time to time.

     2.19 PLAN ADMINISTRATOR "Plan Administrator" means the Senior Vice
President, Corporate Services of the Company.

     2.20 PLAN YEAR "Plan Year" means the twelve month period commencing January
1 and ending December 31.

     2.21 QUALIFIED PLAN "Qualified Plan" means the Employees Thrift Plan of
Trigon Insurance Company, as in effect at the date of the adoption of this Plan
and as amended from time to time.

     2.22 RESTRICTED STOCK AWARD "Restricted Stock Award" means the portion of
an award of restricted shares of Trigon Stock that is equal to the cash value of
an award under the LTIP. The Restricted Stock Award will not include any
additional restricted shares that are granted due to the Participant's election
to receive restricted shares. In addition, the Restricted Stock Award will not
include the additional 30% of restricted shares granted under LTIP awards for
the 1998 and 1999 years for all LTIP awards.

     2.23 RESTRICTED STOCK ELECTION "Restricted Stock Election" means an
election to have the Value of a Restricted Stock Award included as Compensation
for purposes of the Plan.

     2.24 STOCK ELECTION FORM "Stock Election Form" means an election by a
Participant to receive a distribution in the form of Trigon Stock.


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     2.25 TERMINATION OF SERVICE "Termination of Service" or similar expression
means the last day of active work performed by the Participant as a common-law
employee of the Company or any subsidiary or affiliate thereof.

     2.26 TRIGON STOCK "Trigon Stock" means common stock of Trigon Healthcare,
Inc.

     2.27 VALUATION DATE "Valuation Date" means the date on which Deferred
Compensation would otherwise be credited with interest or earnings pursuant to
the Qualified Plan.

     2.28 VALUE "Value" means the fair market value of a share of Trigon Stock
on the date that a Restricted Stock Award is made multiplied by the number of
shares of Trigon Stock covered by the Restricted Stock Award. As provided in
Section 2.21, the Restricted Stock Award will not include any additional
restricted shares that are granted due to the Participant's election to receive
restricted shares, and will not include the additional 30% of restricted shares
granted under LTIP awards for the 1998 and 1999 years.

     2.29 GENDER AND NUMBER Wherever the context so requires, masculine pronouns
include the feminine and singular words shall include the plural.

     2.30 TITLES Titles of the Articles of this Plan are included for ease of
reference only and are not to be used for the purpose of construing any portion
or provision of this Plan document.


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                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION


     3.1 ELIGIBILITY Officers of the Company who are Vice Presidents or above
shall be eligible for participation in this Plan, unless otherwise determined by
the Committee, in its sole discretion. All Participants must be a member of a
select group of management or highly-compensated employees of the Company and
must be eligible participants in the Qualified Plan.

     3.2 PARTICIPATION In order to become a Participant, an Employee selected
for participation by the Committee shall complete and return to the Plan
Administrator a duly executed Enrollment/Change Form. A Bookkeeping Account will
be established by the Company for each Participant as provided in Section 5.1.


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                                   ARTICLE IV

           PARTICIPANT DEFERRALS OF COMPENSATION AND COMPANY MATCHING
                                  CONTRIBUTIONS


     4.1 COMPENSATION DEFERRAL Each Participant in the Plan may elect to have a
percentage of Compensation deferred in accordance with the terms and conditions
of this Plan. The percentage of such Compensation to be deferred each pay period
shall be any whole percentage from 2% to 16% of Compensation, offset by amounts
actually deferred in the applicable pay period to the Company's Qualified Plan.

     4.2 RESTRICTED STOCK ELECTION A Participant shall make a Restricted Stock
Election at such times and in such manner as provided by the Plan Administrator,
subject to the following provisions:

          (a)  A Restricted Stock Election must be made at least six months
               before the end of a performance period under the LTIP. A
               Restricted Stock Election may be modified or terminated if the
               modification or termination is made at least six months before
               the end of a performance period under the LTIP.

          (b)  If a Restricted Stock Election is made, a Restricted Stock Award
               will be deemed as Compensation in the pay period in which the
               award is made under the LTIP. A Participant shall make a deferral
               of the deferred portion of the Restricted Stock Award either by a
               check to the Company or by an increase in payroll deductions
               under a method approved by the Plan Administrator.

     4.3 MATCHING CONTRIBUTION The Company shall add to each Participant's
Bookkeeping Account as of the last day of each pay period with respect to
amounts deferred by a Participant under Sections 4.1 and 4.2, an amount equal to
the difference between the amounts described in (a) and (b) as follows:

          (a)  The amount equal to the matching contribution the Company would
               have made to the Qualified Plan based on the Participant's
               Compensation for such pay period if the Participant had made a
               contribution to the Qualified Plan in the amount of the
               contributions under Sections 4.1 and 4.2 without regard to the
               offset for amounts actually deferred during the applicable pay
               period under the Company's Qualified Plan.

          (b)  The amount equal to the Company's actual matching contribution to
               the Qualified Plan for such pay period.

     4.4 ELECTION TO PARTICIPATE, MODIFY, OR TERMINATE FUTURE CONTRIBUTIONS
Except as otherwise provided by the Plan Administrator, an eligible Employee
desiring to participate in the Plan, or a Participant who desires to modify or
terminate the amount of future Compensation being deferred under the Plan, must
notify the Plan Administrator at least 15 days before the


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payroll date (or such other time as is established by the Plan Administrator)
for which the deferral is effective in writing on an Enrollment/Change Form
provided by the Plan Administrator.

     4.5 NO DEFERRAL WITHOUT COMPLETION OF ENROLLMENT/CHANGE FORM A Participant
who has not submitted a valid Enrollment/Change Form to the Plan Administrator
before the relevant Election Date may not defer any Compensation under this Plan
for the applicable pay period.

     4.6 DURATION OF ENROLLMENT/CHANGE FORMS Enrollment/Change Forms shall
remain in effect until modified or terminated as provided in Section 4.3. Future
deferrals will be terminated automatically for any Participant who is deemed (by
the Plan Administrator) to no longer be eligible for participation in the Plan.

     4.7 CHANGE IN STATUS If a Participant ceases to be eligible to participate
or elects not to be an active Participant but continues to be employed by the
Company, deferrals shall be suspended as provided in Section 4.7. All other
provisions of the Plan shall remain in effect, and the Participant shall
continue to be entitled to credits under Section 5.2 of the Plan until the
Participant's Bookkeeping Account is fully distributed as provided in Article
VI.

     4.8 DEFERRALS ON CHANGE OF STATUS OF PARTICIPATION Deferral credits
pursuant to Sections 4.1 and 4.2 for a Participant whose status changes will be
governed by the following provisions:

          (a)  A Participant who elects not to participate in the Plan will be
               credited with deferrals through and ending with the payroll
               period within which the Participant's Election/Change Form is
               received by the Plan Administrator.

          (b)  A Participant who becomes an ineligible Participant because he
               ceases to be within the group of employees determined by the
               Committee to be eligible to participate in the Plan will be
               entitled to Participant credits and Employer matching credits
               pursuant to Sections 4.1 and 4.2 through the end of the pay
               period within which the Participant ceases to be eligible.

     4.9 SPECIAL COMPANY CONTRIBUTION Effective as of end of the first quarter
of 1998 and of each successive quarter each Plan Year, the Company, in its sole
discretion, shall add to a Participant's Bookkeeping Account an amount equal to
the sum of (a) and (b) as follows, as determined for the immediately prior Plan
Year of the Qualified Plan:

          (a)  excess Pre-Tax contributions, inclusive of earnings or losses,
               returned to the Participant under Section 3.04 of the Qualified
               Plan; and

          (b)  excess Matching Contributions, inclusive of earnings or losses,
               forfeited or distributed under Section 3.04 or 3.05 of the
               Qualified Plan.


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                                   ARTICLE V

                  DEFERRAL ACCOUNT AND EARNINGS CREDITING RATE


     5.1 BOOKKEEPING ACCOUNT Compensation deferred by a Participant under
Section 4.1 and matching contributions under Section 4.2, and earnings credited
pursuant to Section 5.2, shall be credited to a separate Bookkeeping Account for
each Participant. Distributions pursuant to Articles VI and VII shall be debited
against the Participant's Bookkeeping Account.

     5.2 DEEMED INVESTMENT OF THE BOOKKEEPING ACCOUNT Each Participant's
Bookkeeping Account, and Deferred Compensation and Matching Contributions
credited to his or her Bookkeeping Account for each pay period, shall be deemed
to be invested as the Participant directs from time to time the investment of
his account balance and future contributions to the Qualified Plan. No separate
election by the Participant with respect to deemed investments in the Plan is
permitted or required. Notwithstanding the foregoing, if the Participant has
received a distribution of his or her entire account balance in the Qualified
Plan, the Participant shall be eligible to direct from time to time the
investment of his or her Bookkeeping Account under procedures established by the
Plan Administrator.

     5.3 EARNINGS CREDITING RATE The amount in the Participants Bookkeeping
Account shall be credited or debited with earnings based on the adjustment of
the unit value of the Participant's deemed investment funds on the date the
amounts are credited to the Participant's account balance in the Qualified Plan.


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                                   ARTICLE VI

                                  DISTRIBUTION


     6.1 DISTRIBUTION OF ACCOUNT BALANCE Distribution of the value of a
Participant's Bookkeeping Account balance shall be in a lump sum or in up to 10
annual installments as specified by the Participant on the Participant's initial
Enrollment/Change Form. If the lump sum method has been specified by the
Participant, payment shall be made as soon as practicable after Termination of
Service for any reason following a Participant's election relative to whether or
not he or she will receive Trigon Stock ("Stock Election Form"). If the annual
installment method has been selected and the Participant has a Termination of
Service prior to becoming eligible for early retirement (other than Termination
of Service due to death or Disability), the Participant's Bookkeeping Account
balance will nonetheless be distributed in a lump sum. Annual installments may
be selected in the event of death, Disability, or Early Retirement. If a payment
form is not specified on an Enrollment/Change Form, a Participant's Bookkeeping
Account balance shall be distributed as a lump sum.

     6.2 CHANGE IN DISTRIBUTION METHOD A Participant may change the method of
distribution under Section 6.1 by filing a new Enrollment/Change Form. The
change shall become effective on a date that is twelve months after the date
such form is filed with the Plan Administrator. If the Participant becomes
entitled to a distribution from the Plan before such twelve-month period has
expired, the election shall be of no effect.

     6.3 PAYMENT UPON CHANGE OF CONTROL Notwithstanding any other provision of
the Plan to the contrary, and unless the Participant made and filed with the
Plan Administrator as soon as practicable after becoming a Participant, but in
any event not later than six months before the occurrence of a Change of
Control, an irrevocable election to defer receipt of payment to the date of his
or her retirement or earlier termination of employment, upon a Change of
Control, the Company shall pay to such Participant, Beneficiary or Alternate
Payee of the Participant, within 30 days of a Change of Control a lump sum in
cash in an amount equal to the amount credited to his or her Bookkeeping Account
as of the Change of Control.

     6.4 NONFORFEITABLE RIGHT TO CONTRIBUTIONS The Participant shall have a
nonforfeitable right to the value of the Bookkeeping Account attributable to the
Participant's contributions plus deemed earnings on the Participant's
contributions under the terms of this Plan. The Participant shall have a
nonforfeitable right to the value of the Bookkeeping Account attributable to the
Matching Contributions plus deemed earnings on the Matching Contributions at the
same time he or she becomes vested in the Qualified Plan.

     6.5 FORM OF DISTRIBUTION All distributions of a Participant's Bookkeeping
Account shall be made in cash or in Trigon Stock in accordance with a
Participant's election. The Participant shall be required to make an affirmative
election in order to receive Trigon Stock. In the event the Participant has
selected a form of payment other than an immediate lump sum and the Participant
has elected to receive the portion of his or her Bookkeeping Account invested in


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Trigon Stock in the form of stock, the Participant shall receive the shares of
Trigon Stock as a pro-rata portion of each distribution.

     6.6 TIMING OF DISTRIBUTION Distributions shall commence, or be paid in a
lump sum if so elected, as soon as administratively feasible after the
Participant's last day of employment.






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                                  ARTICLE VII

                             HARDSHIP DISTRIBUTIONS


     7.1 HARDSHIP At the request of a Participant or at the request of any of
the Participant's Beneficiaries after the Participant's death, the Committee
may, in its sole discretion, accelerate and pay all or part of the value of a
Participant's Bookkeeping Account due under this Plan. Accelerated distributions
at the request of the Participant or a Participant's Beneficiary may be allowed
only in the event of a financial emergency beyond the Participant's or
Beneficiary's control due to unforeseeable circumstances and only if
disallowance of a distribution would create a severe hardship for the
Participant or Beneficiary. An accelerated distribution must be limited to only
that amount necessary to relieve the financial emergency. The determination of
hardship and the amount of the hardship distribution by the Committee shall be
final and conclusive and binding on the Participant or Beneficiary making the
request.


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                                  ARTICLE VIII

                                   BENEFICIARY


     8.1 BENEFICIARY DESIGNATION A Participant shall designate a Beneficiary to
receive benefits under the Plan on appropriate forms provided by and filed with
the Plan Administrator. If more than one Beneficiary is named, the shares and/or
precedence of each Beneficiary shall be indicated. A Participant shall have the
right to change the Beneficiary by submitting to the Plan Administrator a change
of Beneficiary form. However, no change of Beneficiary shall be effective until
acknowledged in writing by the Plan Administrator.

     8.2 PROPER BENEFICIARY If the Plan Administrator has any doubt as to the
proper Beneficiary to receive payments hereunder, the Plan Administrator shall
have the right to withhold such payments until the matter is finally
adjudicated. However, any payment made by the Plan Administrator, in good faith
and in accordance with this Plan, shall fully discharge the Company from all
further obligations with respect to that payment.

     8.3 MINOR OR INCOMPETENT BENEFICIARY In making any payments to or for the
benefit of any minor or an incompetent Beneficiary, the Plan Administrator, in
its sole and absolute discretion may make a distribution to a legal or natural
guardian or other relative of a minor or court appointed representative of such
incompetent. Or, it may make a payment to any adult with whom the minor or
incompetent temporarily or permanently resides. The receipt by a guardian,
representative, relative or other person shall be a complete discharge to the
Company. Neither the Company nor the Plan Administrator shall have any
responsibility to see to the proper application of any payments so made.


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                                   ARTICLE IX

                           ADMINISTRATION OF THE PLAN


     9.1 MAJORITY VOTE All resolutions or other actions taken by the Committee
shall be by vote of a majority of those present at a meeting at which a majority
of the members are present, or in writing by all the members at the time in
office if they act without a meeting.

     9.2 FINALITY OF DETERMINATION Subject to the Plan, the Committee in
administering the Plan shall, from time to time, establish rules, forms and
procedures for the administration of the Plan. Except as herein otherwise
expressly provided, the Committee shall have the exclusive right to interpret
the Plan and to decide any and all matters arising thereunder or in connection
with the administration of the Plan, and it shall endeavor to act, whether by
general rules or by particular decisions, so as not to discriminate in favor of
or against any person. The decisions, actions and records of the Committee shall
be conclusive and binding upon the Company and all persons having or claiming to
have any right or interest in or under the Plan, and cannot be overruled by a
court of law unless arbitrary or capricious.

     9.3 CERTIFICATES AND REPORTS The members of the Committee, the Plan
Administrator and the officers and directors of the Company shall be entitled to
rely on all certificates and reports made by any duly appointed accountants, and
on all opinions given by any duly appointed legal counsel, which legal counsel
may be counsel for the Company.

     9.4 INDEMNIFICATION AND EXCULPATION The Company shall indemnify and hold
harmless persons serving from time to time as Plan Administrator and each
current and former member of the Committee and each current and former member of
the Board ("Indemnitees") against any and all expenses and liabilities (to the
extent not indemnified under any liability insurance contract or other
indemnification agreement) which the person incurs on account of any act or
failure to act in connection with the good faith administration of the Plan.
Expenses against which an Indemnitee shall be indemnified hereunder shall
include, without limitation, the amount of any settlement or judgment, costs,
counsel fees, and related charges reasonably incurred in connection with a claim
asserted, or a proceeding brought or settlement thereof. The foregoing right of
indemnification shall be in addition to any other rights to which any such
Indemnitee may be entitled as a matter of law, but shall be conditioned upon the
person's notifying the Company of the claim of liability within 60 days of the
notice of that claim and offering the Company the right to participate in and
control the settlement and defense of the claim.

     9.5 EXPENSES The expenses of administering the Plan shall be borne by the
Company.


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                                    ARTICLE X

                                CLAIMS PROCEDURE


     10.1 WRITTEN CLAIM Benefits shall be paid in accordance with the provisions
of this Plan. The Participant, or a designated recipient or any other person
claiming through the Participant shall make a written request for benefits under
this Plan. This written claim shall be mailed or delivered to the Plan
Administrator. Such claim shall be reviewed by the Plan Administrator or a
delegate.

     10.2 DENIED CLAIM If the claim is denied, in full or in part, the Plan
Administrator shall provide a written notice within ninety (90) days setting
forth the specific reasons for denial, and any additional material or
information necessary to perfect the claim, and an explanation of why such
material or information is necessary, and appropriate information and
explanation of the steps to be taken if a review of the denial is desired.

     10.3 REVIEW PROCEDURE If the claim is denied and a review is desired, the
Participant (or Beneficiary) shall notify the Plan Administrator in writing
within sixty (60) days after receipt of the written notice of denial. In
requesting a review, the Participant or Beneficiary may request a review of the
Plan Document or other pertinent documents with regard to the employee benefit
Plan created under this agreement, may submit any written issues and comments,
may request an extension of time for such written submission of issues and
comments, and may request that a hearing be held, but the decision to hold a
hearing shall be within the sole discretion of the Committee.

     10.4 COMMITTEE REVIEW The decision on the review of the denied claim shall
be rendered by the Committee within sixty (60) days after the receipt of the
request for review (if no hearing is held) or within sixty (60) days after the
hearing if one is held. The decision shall be written and shall state the
specific reasons for the decision including reference to specific provisions of
this Plan on which the decision is based.


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<PAGE>


                                   ARTICLE XI

                               GENERAL PROVISIONS


     11.1 NO FUNDING Nothing contained in this Plan shall require the Company or
any subsidiary or affiliate to segregate any assets from its general funds, or
to create any trusts, or to make any special deposits for any amounts to be paid
to any Participant, former Participant, Beneficiary or Alternate Payee.
Participants, former Participants and any Beneficiary of a Participant or
Alternate Payee shall not have any right, title or interest in or to any
specific funds or property of the Company or any subsidiary or affiliate, and
their interest shall be those of a general creditor.

     11.2 NO CONTRACT OF EMPLOYMENT The existence of this Plan does not
constitute a contract for continued employment between a Participant and the
Company or any subsidiary or affiliate.

     11.3 WITHHOLDING TAXES All payments under the Plan shall be subject to and
net of an amount sufficient to satisfy all federal, state or local withholding
tax requirements.

     11.4 RESTRICTIONS ON TRANSFER Any benefits to which a Participant, his
Beneficiary or Alternate Payee may become entitled under this Plan are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, or encumbrance, and any attempt to do so is void. Benefits are not
subject to attachment or legal process for the debts, contracts, liabilities,
engagements or torts of a Participant, his Beneficiary or Alternate Payee. This
Plan does not give a Participant, his Beneficiary or Alternate Payee any
interest, lien, or claim against any specific assets of the Company or any
subsidiary or affiliate. Participants and their Beneficiaries have only the
rights of general creditors of the Company or any subsidiary or affiliate.

     11.5 DOMESTIC RELATIONS ORDER/ALTERNATE PAYEE.

          (a)  Notwithstanding the provisions of Section 11.4, an Alternate
               Payee shall be entitled to receive a benefit under the Plan,
               computed by reference to the Participant's benefit in accordance
               with the terms of the Domestic Relations Order. Benefits shall be
               paid at the time and in the manner benefits begin to be paid or
               are paid to the Participant unless the Domestic Relations Order
               requires an earlier and/or different manner of payment. If the
               Alternate Payee predeceases the Participant before payments begin
               to be paid or are paid to the Participant, the Alternate Payee's
               interest in the Plan shall begin to be paid or shall be paid (i)
               at the time and in the manner the Alternate Payee would have
               received or began to receive payment had the Alternate Payee
               survived, and (ii) if not inconsistent with the terms of the
               Domestic Relations Order, to the person or persons designated by
               the Alternate Payee in a writing filed with and acknowledged by
               the Company, or, if no writing has been filed or if the person or
               persons designated predecease the Alternate Payee, to the legal
               representative of the Alternate Payee.


                                      -16-
<PAGE>


          (b)  The Domestic Relations Order shall clearly specify (i) the name
               and last known mailing address of the Participant and the name
               and mailing address of each Alternate Payee covered by the order,
               (ii) the amount or percentage of the Participant's benefit to be
               paid by the Plan to each Alternate Payee, or the manner in which
               such amount or percentage is to be determined, and (iii) any
               limitation on the number of payments or period to which such
               order applies. The Company shall not be required to make payments
               to an Alternate Payee pursuant to a Domestic Relations Order that
               requires the Plan to (i) provide any type or form of benefit, or
               payment option, not otherwise provided under the Plan, (ii)
               provide increased benefits (determined on the basis of actuarial
               value), or (iii) pay benefits to an Alternate Payee otherwise
               required to be paid to another Alternate Payee under an order
               previously determined to be a Domestic Relations Order.

          (c)  The Company shall have the right to delay any payment of a
               benefit under the Plan to an Alternate Payee for up to 180 days
               if necessary to determine whether the Domestic Relations Order
               complies with the provisions of this section.

          (d)  If an Alternate Payee cannot be located after a diligent search
               has been conducted, the interest of the Alternate Payee can be
               forfeited at the direction of the Company at any time after a
               two-year period and restored to the Participant on such
               conditions and terms as the Company shall determine.

     11.6 CONSTRUCTION For construction, one gender includes the other, and the
singular and plural include each other where the meaning would be appropriate.
This Plan is construed in accordance with the laws of the Commonwealth of
Virginia, except to the extent that the laws of the United States of America
have superseded those laws. The headings in this Plan have been inserted for
convenience of reference only and are to be ignored in any construction of the
provision. If a provision of this Plan is not valid, that invalidity does not
affect the remaining provisions.

     11.7 BINDING UPON SUCCESSORS AND ASSIGNS The provisions of the Plan shall
be binding upon the Participant and the Company and their successors, assigns,
heirs, executors and beneficiaries.

     11.8 LIFE INSURANCE AND FUNDING The Company in its discretion may apply for
and procure as owner and for its own benefit insurance on the life of the
Participant, in such amounts and in such forms as the Company may choose. The
Participant shall have no interest whatsoever in any such policy or policies,
but, as a condition of participation and at the request of the Company, the
Participant shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to whom the Company has applied for insurance.

     11.9 FORM OF COMMUNICATION Any election, application, claim, notice or
other communication required or permitted to be made by a Participant shall be
in writing and in such form as the Committee shall prescribe. Such communication
shall be effective upon mailing, if


                                      -17-
<PAGE>


sent by first class mail, postage pre-paid, and addressed to the Company's
office at 2015 Staples Mill Road, Richmond, Virginia 23230.

     11.10 RIGHT TO TERMINATE The Board may, in its sole discretion, terminate
this Plan at any time. If the Plan is terminated, each Participant, former
Participant or Beneficiary whose benefits are not in pay status shall be
entitled to (a) begin to receive installment payments as provided, in Section
6.1, or (b) receive a single lump sum payment equal to the balance in his
Bookkeeping Account (including the unpaid balance of the Bookkeeping Account of
a Participant whose benefits are in pay status), as determined by the Company.
The single lump sum payment shall be made as soon as practicable (but not later
than 60 days) following the date the Plan is terminated and shall be in lieu of
any other benefit which may be payable to the Participant, former Participant or
Beneficiary under the Plan.

     11.11 RIGHT TO AMEND The Board may, in its sole discretion, amend this Plan
in any way, provided no amendment shall adversely affect the rights of a
Participant, former Participant or Beneficiary with respect to amounts credited
to a Participant's, former Participant's or Beneficiary's Bookkeeping Account as
of the date of the amendment.


     IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officer on March 19, 1999 effective as of October 1,
1998.



                                   TRIGON INSURANCE COMPANY


                                   BY
                                      -----------------------------------------
                                      RONALD M. NASH
                                      SENIOR VICE PRESIDENT, CORPORATE SERVICES



                                      -18-