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                                                                   EXHIBIT 10.27

                    THE NON-CONTRIBUTORY RETIREMENT PROGRAM
                            FOR CERTAIN EMPLOYEES OF
                            TRIGON INSURANCE COMPANY
                              (now to be known as)
                THE TRIGON INSURANCE COMPANY RETIREMENT PROGRAM

                           CLARIFYING AMENDMENT No. 3
                           --------------------------


  WHEREAS, Trigon Insurance Company (herein referred to as the "Employer") has
maintained a non-contributory retirement program, known as 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, the Employer adopted an amendment on September 10, 1998, which became
effective October 1, 1998, ("Cash Balance Amendment") to modify the Retirement
Program to adopt a new cash balance account benefit formula for the Retirement
Program, to provide for appropriate transition for Participants who previously
participated in the Retirement Program, and to change the name of the Retirement
Program to the Trigon Insurance Company Retirement Program;

  WHEREAS, the Employer subsequently adopted an amendment on September 30, 1998,
to clarify the definition of "Earnings" in the Cash Balance Amendment
("Clarifying Amendment");

  WHEREAS, the Employer adopted another amendment on August 3, 1999, to further
clarify certain other features of the Cash Balance Amendment and the application
of an amendment relating to the definition of Actuarial Equivalent ("Clarifying
Amendment No. 2);
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  WHEREAS, it is desirable to clarify the determination of pay credits for
Employees who previously performed services for the Employer as leased employees
or performed services for the Employer in any other capacity which was not at
the time recognized and treated by the Employer as an employee;

  NOW, THEREFORE, the Employer hereby amends the terms of the Retirement
Program, effective for Employees who become Participants on or after December
10, 1999, in the following respects:

1.   Section 1.10 ("Employment") is modified by deleting the phrase "his pay
     credit percentage under Section 4.02(b)(1)(ii)," immediately after the
     phrase "Solely for purposes of determining an Employee's level of vesting"
     in the first sentence of the third paragraph of such Section, and by
     inserting the phrase "his pay credit percentage under Section
     4.02(b)(1)(ii) to the extent provided therein," in its place.

2.   Subparagraph (ii), Pay Credits, in Section 4.02(b)(1), Retirement Account
     Benefit Formula, is modified to read as follows:

          "(ii) Pay Credits. A Participant's pay credits for the Program Year
       shall be determined based on the Participant's Earnings in the Program
       Year and the applicable pay credit percentage for such Earnings as
       follows: For each calendar quarter ending on or after December 31, 1998,
       a pay credit shall be allocated to the Retirement Account of the
       Participant as of the last day of such quarter, or if the Participant
       receives a distribution prior to the end of the calendar quarter, as of
       the first of the month in which the distribution occurs, equal to the pay
       credit percentage applicable to the Participant for pay periods ending in
       the Program Year under the table set forth below, multiplied by the
       Participant's Earnings for the pay periods ending in such quarter.

<TABLE>
<CAPTION>
 Participant's Points as of January 1 of      Pay Credit Percentage for Earnings in
            Program Year                                  Program Year
-------------------------------------------------------------------------------------
<S>                                       <C>

Less than 40                               3%
-------------------------------------------------------------------------------------
At least 40, but less than 50              4%
-------------------------------------------------------------------------------------
At least 50, but less than 60              5%
-------------------------------------------------------------------------------------
At least 60, but less than 70              6%
-------------------------------------------------------------------------------------
At least 70, but less than 80              8%
-------------------------------------------------------------------------------------
At least 80                               10%
-------------------------------------------------------------------------------------
</TABLE>

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     "For these purposes, the Participant's points shall be determined as of
     January 1 of each Program Year by adding together the Participant's
     attained age and Years of Vesting Service as of such date.  For purposes of
     determining the Participant's points, the Participant's attained age shall
     be determined on the basis of years and days, with the days expressed in
     the form of a decimal fraction, and the Participant's Years of Vesting
     Service shall be determined, in accordance with Section 1.28, as modified
     by this provision, by taking into account periods of Employment of less
     than a full Program Year, with any partial year being expressed in the form
     of a decimal fraction.  Notwithstanding the foregoing, in no event shall a
     pay credit be allocated to the Participant's Retirement Account with
     respect to any pay period that ends either before the Participant's Entry
     Date, or after the pay period that includes the date the Participant's
     Employment with the Employer terminates, nor with respect to any pay period
     in a Program Year to the extent the pay credit would be based on the
     Participant's Earnings in excess of the annual limit in Section 1.06.  For
     purposes of this subparagraph (ii), the Participant's Vesting Service under
     Section 1.28 shall be determined without regard to any period of service
     which would otherwise be credited under Section 1.28, but during which the
     Participant was not recognized and treated by the Employer as its employee,
     or, to the extent the relevant services were being performed for an entity
     related to the Employer under (S) 414(b), (c), or (m) of the Internal
     Revenue Code, or for a Plan, was not recognized and treated by the related
     entity or the Plan as its employee.  Such excluded service includes, but is
     not limited to, service as an independent contractor or consultant, a
     temporary worker, a leased

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     employee or leased worker (whether or not under (S) 414(n) of the Internal
     Revenue Code), or an employee of a technical consulting firm, a staffing
     firm, a leasing organization, or a payroll agency."


                                   TRIGON INSURANCE COMPANY

                                   By:____________________________
                                      Authorized Officer

____________________________       _______________________________
Attest                             Title

____________________________       _______________________________
Title                              Date

                                   APPROVED:

                                   National Employee Benefits Committee

                                   By:____________________________
                                      Assistant Secretary

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