EXHIBIT 10.9


                             EMPLOYEES' THRIFT PLAN

                                       OF

                            TRIGON INSURANCE COMPANY





                                 Effective Date
                                  July 1, 1980

                             As Amended and Restated
                                 October 1, 1998





<PAGE>

                                TABLE OF CONTENTS


ARTICLE                                                                    PAGE



INTRODUCTION...................................................................1


ARTICLE I......................................................................2

   DEFINITIONS.................................................................2
     1.01   Administrative Committee...........................................2
     1.02   Affiliate..........................................................2
     1.03   After-Tax Contribution Account.....................................2
     1.04   Annual Additions...................................................2
     1.05   Beneficiary........................................................3
     1.06   Board..............................................................3
     1.07   Compensation.......................................................3
     1.08   Contributions......................................................4
     1.09   Corporation........................................................4
     1.10   Current Balance....................................................4
     1.11   Deductible Account.................................................4
     1.12   Deductible Current Balance.........................................5
     1.13   Defined Benefit Plan...............................................5
     1.14   Defined Contribution Plan..........................................5
     1.15   Delayed Retirement Date............................................5
     1.16   Disability Retirement Date.........................................5
     1.17   Early Retirement Date..............................................5
     1.18   Effective Date.....................................................5
     1.19   Employee...........................................................5
     1.20   Employer...........................................................6
     1.21   Employer Contributions.............................................6
     1.22   Employer Matching  Contributions...................................6
     1.23   Employer Matching Contributions Account............................6
     1.24   Employment Date....................................................7
     1.25   Entry Date.........................................................7
     1.26   ERISA..............................................................7
     1.27   Fiduciary..........................................................7
     1.28   Forfeiture.........................................................7
     1.29   Fund...............................................................7
     1.30   Hardship...........................................................7
     1.31   Highly Compensated Employee........................................9
     1.32   Hour of Service...................................................11
     1.33   Individual Account................................................12
     1.34   IRC...............................................................13
     1.35   Investment Committee..............................................13
     1.36   Investment Manager................................................13
     1.37   Limited Participant...............................................13
     1.38   Limitation Year...................................................13
     1.39   Maximum Compensation..............................................13
     1.40   Non-Highly Compensated Employee...................................14
     1.41   Normal Retirement Age.............................................14
     1.42   Normal Retirement Date............................................14
     1.43   Parent............................................................14
     1.44   Participant.......................................................14
     1.45   Plan..............................................................14
     1.46   Plan Year.........................................................14
     1.47   Pre-Tax Contribution Account......................................14


<PAGE>


     1.48   Pre-Tax Contributions.............................................15
     1.49   Profit SharingMatching Contribution...............................15
     1.50   Profit SharingMatching Contributions Account......................15
     1.51   Reemployment Date.................................................15
     1.52   Rollover Account..................................................15
     1.53   Rollover Contributions............................................15
     1.54   Service...........................................................15
     1.55   Severance from Service Date.......................................18
     1.56   Severance Period..................................................20
     1.57   Total and Permanent Disability....................................20
     1.58   Transfer Account..................................................21
     1.59   Trigon Stock......................................................21
     1.60   Trigon Stock Fund.................................................21
     1.61   Trust Agreement...................................................21
     1.62   Trustee...........................................................22
     1.63   Valuation Date....................................................22


ARTICLE II....................................................................23

   ELIGIBILITY AND PARTICIPATION..............................................23
     2.01   Eligibility.......................................................23
     2.02   Participation.....................................................23
     2.03   Limited Participants..............................................24
     2.04   Designation of Beneficiary........................................24


ARTICLE III...................................................................26

   CONTRIBUTIONS..............................................................26
     3.01   Pre-Tax Contributions.............................................26
     3.02   Employer Matching Contributions...................................27
     3.03   Rollover Contributions............................................27
     3.04   Testing of Pre-Tax Contributions..................................28
     3.05   Testing of Employer Contributions.................................32
     3.06   Multiple Use Limitation...........................................36
     3.07   Maximum Pre-Tax Contributions.....................................38
     3.08   Profit Sharing Matching Contributio...............................39


ARTICLE IV....................................................................40

   INVESTMENT OPTIONS AND FUNDS...............................................40
     4.01   Investment Options................................................41
     4.02   Election Procedure................................................42
     4.03   Investment Accounts...............................................42
     4.04   Investment Information............................................42
     4.05   Limitations on Directed Investments...............................42
     4.06   Application to Beneficiaries and Alternate Payees.................43
     4.07   Voting, Tender and Exercise of Similar Rights with
              Respect to Trigon Stock.........................................43
     4.08   Management of the Trigon Stock Fund...............................44


ARTICLE V.....................................................................46

   ALLOCATIONS TO INDIVIDUAL ACCOUNTS.........................................46
     5.01   Individual Accounts...............................................46
     5.02   Allocation of After-Tax Contributions.............................46
     5.03   Allocation of Pre-Tax Contributions...............................46
     5.04   Allocation of Employer Contributions..............................46
     5.05   Allocation of Deductible Contributions............................46


<PAGE>


     5.06   Allocation of Rollover Contributions..............................46
     5.07   Allocation of Income, Gains and Losses............................47
     5.08   Forfeitures.......................................................47
     5.09   Maximum Additions.................................................47
     5.10   Multiple Plan Participation.......................................48
     5.11   Allocation of Profit Sharing Matching Contributions...............50


ARTICLE VI....................................................................51

   VESTING AND DISTRIBUTIONS..................................................51
     6.01   Vesting...........................................................51
     6.02   Normal Retirement.................................................56
     6.03   Delayed Retirement................................................57
     6.04   Early Retirement..................................................57
     6.05   Disability Retirement.............................................57
     6.06   Death Prior to the Commencement of Benefits.......................58
     6.07   Death After the Commencement of Benefits..........................60
     6.08   Method of Payment.................................................60
     6.09   Maximum Option Payable............................................65
     6.10   Benefits to Minors and Incompetents...............................66
     6.11   Payment of Benefits...............................................66
     6.12   Restriction on Distribution of Pre-Tax Contributions..............67
     6.13   Special Retirement Opportunity....................................68

ARTICLE VII...................................................................69

   WITHDRAWALS, REINSTATEMENTS AND LOANS......................................69
     7.01   Withdrawals Generally.............................................69
     7.02   Withdrawal of After-Tax Contributions.............................69
     7.03   Withdrawal of Rollover Account, Transfer Account and Vested
              Employer Contribution Account...................................70
     7.04   Withdrawal of Deductible Account..................................72
     7.05   Withdrawal at Age 59..............................................72
     7.06   Hardship Withdrawal...............................................73
     7.07   Loans.............................................................74


ARTICLE VIII..................................................................81

   FUNDING....................................................................81
     8.01   Contributions.....................................................81
     8.02   Trustee...........................................................81
     8.03   Exclusive Benefit.................................................82


ARTICLE IX....................................................................83

   FIDUCIARIES................................................................83
     9.01   General...........................................................83
     9.02   Corporation.......................................................83
     9.03   Trustee...........................................................84
     9.04   Administrative Committee..........................................84
     9.05   Investment Committee..............................................86
     9.06   Claims Procedures.................................................86
     9.07   Records...........................................................87
     9.08   Missing Persons...................................................88
     9.09   Maintenance of Individual Accounts, Deductible Accounts
              and Plan Operations.............................................88
     9.10   Disclosure........................................................89
     9.11   Annual Accountings................................................90


<PAGE>


     9.12   Funding Policy....................................................90
     9.13   Indemnification of Fiduciaries....................................91
     9.14   Equitable Allocations.............................................91

ARTICLE X.....................................................................92

   AMENDMENT AND TERMINATION OF THE PLAN......................................92
     10.01  Amendment of The Plan.............................................92
     10.02  Termination of The Plan...........................................92
     10.03  Allocation of Funds...............................................93
     10.04  Application of Assets.............................................93
     10.05  Automatic Termination.............................................94
     10.06  Merger, Consolidation and Transfers of Assets or Liabilities......94


ARTICLE XI....................................................................95

   PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN PLAN..........................95
     11.01  Method of Participation...........................................95
     11.02  Withdrawal........................................................95


ARTICLE XII...................................................................97

   TOP HEAVY PLAN PROVISIONS..................................................97
     12.01  General...........................................................97
     12.02  Definitions.......................................................97
     12.03  Minimum Top Heavy Contribution...................................100
     12.04  Defined Benefit Plan Minimum Accrued Benefit.....................101
     12.05  Multiple Plan Participation......................................101
     12.06  No Duplication of Minimum Benefit................................101
     12.07  Top Heavy Assumptions............................................101
     12.08  Minimum Vesting..................................................102


ARTICLE XIII.................................................................103

   MISCELLANEOUS.............................................................103
     13.01  Governing Law....................................................103
     13.02  Construction.....................................................103
     13.03  Expenses.........................................................103
     13.04  Participant's Rights; Acquittance................................103
     13.05  Spendthrift Clause...............................................103
     13.06  Mistake of Fact..................................................108
     13.07  Counterparts.....................................................109

ADOPTION OF THE PLAN.........................................................110


APPENDIX A...................................................................111

   PROVISIONS APPLICABLE TO CONSOLIDATED RISK MANAGEMENT SERVICES............111


APPENDIX B...................................................................115

   PROVISIONS APPLICABLE TO PRIORITY HEALTH CARE, INC........................115


<PAGE>

                                  INTRODUCTION

    The Employees' Thrift Plan of Trigon Insurance Company originally became
effective July 1, 1980, and was subsequently amended with the most recent
amendment and restatement being effective October 1, 1998.

    The amended and restated Thrift Plan herein contained constitutes an
amendment effective October 1, 1998, to the earlier plan provisions, rather than
a replacement of such plan. The plan provisions as in effect immediately prior
to this October 1, 1998 amendment, modified by Section 10.02 of this amended and
restated Plan, shall remain in effect for those Participants who are not
actively employed by the participating Employers at any time after such date.
The assets held under the trust will continue to be held pursuant to the Plan as
herein amended. Any special provisions applicable to funds transferred to the
Plan from another qualified retirement plan in a plan-to-plan transfer shall be
contained in the appropriate adoption agreement or in an Appendix attached to
and made a part of the Plan.

    It is intended that this Plan, together with the Trust Agreement, be
considered a profit sharing plan as defined in IRC Section 404(a)(3) and
regulations issued pursuant thereto, and meet all the requirements of the
Internal Revenue Code of 1986 ("IRC"), to the extent applicable, and the Plan
shall be interpreted, wherever possible, to comply with the terms of the IRC and
all formal regulations and rulings issued under the IRC and amendments thereto.

    Effective October 1, 1998, the Plan as amended and restated has the terms
and provisions hereinafter set forth.


                                       1
<PAGE>


                                    ARTICLE I

                                   DEFINITIONS


     As used herein and in the Trust Agreement entered into pursuant hereto,
unless otherwise required by the context, the following words and phrases shall
have the meanings indicated:

1.01      Administrative Committee means the Administrative Committee provided
          for in Section 9.04.

1.02      Affiliate means an organization which is a member of the same
          controlled group of organizations as the Employer as determined
          pursuant to IRC Sections 414(b), 414(c), 414(m) and 414(o) but which
          is not an Employer.

1.03      After-Tax Contribution Account means that portion of a Participant's
          Individual Account attributable to his After-Tax Basic Contributions
          and After-Tax Additional Contributions made to the Plan for periods
          through December 31, 1987, and the proportionate share of the
          adjustment of the Fund determined in accordance with Section 5.07.

1.04      Annual Additions means for any Employee in any Limitation Year the sum
          of (a) Employer Contributions including excess Pre-Tax Contributions
          returned pursuant to Sections 3.04 and 3.07 and any Employer
          Contributions which are forfeited and used to reduce Contributions of
          the Employer or distributed under the provisions of Sections 3.04,
          3.05 and 3.07, (b) Contributions made by the Participant, (c) any
          Forfeitures allocated to his account in a given Limitation Year, (d)
          amounts allocated after March 31, 1984, to an individual medical
          account, as defined in IRC Section 415(l)(2), which is part of a
          pension or annuity plan maintained by the Employer and (e) amounts
          derived from contributions paid or accrued in taxable years after
          December 31, 1985, which are attributable to post-retirement medical
          benefits allocated to the separate account of a Key Employee under a
          welfare benefit fund, as defined in IRC Section 419(e) maintained by
          the Employer.


                                       2
<PAGE>


1.05      Beneficiary means any person (including a trust or estate) designated
          by a Participant to receive such benefits as may become payable after
          the death of such Participant.

1.06      Board means the Board of Directors of the Corporation.

1.07      Compensation means, for a Participant, total earnings, prior to
          withholding, paid to him by his Employer during a Plan Year, including
          bonuses, extra compensation, overtime payments, Pre-Tax Contributions
          and any other amounts which the Employee could have elected to receive
          as cash in the current year as taxable income in lieu of a non-taxable
          benefit under a plan which is maintained by the Employer pursuant to
          IRC Section 125. Compensation shall exclude flex dollars, tax gross
          ups, relocation expenses, referral bonuses, tuition reimbursement, the
          imputed value of group life insurance, the economic value attributable
          to the Employee under split dollar life insurance, car allowances,
          contest earnings (other than marketing or sales incentives), cash
          payments for unused paid time off (PTO) made upon the Employee's
          termination of service with the Employer, income recognized with
          respect to stock of an Employer (including income arising from stock
          purchases, the exercise of stock options, restricted stock,
          performance stock or other form of stock-based compensation), and any
          Contributions by the Employer (other than Pre-Tax Contributions) to
          this or any other employee benefit programs. Reference herein to
          Compensation with respect to any period of time shall mean the
          Compensation, as defined in the preceding sentences, of a Participant
          for such period.

               For purposes of determining Employer Matching Contributions under
          Section 3.02, Compensation shall mean the Compensation as defined in
          the preceding sentences, of a Participant during the applicable pay
          period.

               Notwithstanding the preceding, in no event shall Compensation
          during a Plan Year exceed one hundred fifty thousand dollars
          ($150,000) or such legislated amount as may be determined pursuant to
          IRC Section 401(a)(17), provided that the increase


                                       3
<PAGE>


          determined as of any January 1 of a calendar year by the Secretary of
          the Treasury shall be effective for Plan Years beginning in such
          calendar year.

               For Plan Years beginning before January 1, 1997, in determining
          the Compensation of a Participant for purposes of this limit, the
          rules of IRC Section 414(q)(6) shall apply, except in applying such
          rules, the term "family" shall include only the spouse of the
          Participant and any lineal descendants of the Participant who have not
          attained age nineteen (19) before the close of the year. If, as a
          result of the application of such rules, the adjusted one hundred
          fifty thousand dollar ($150,000) limit is exceeded, then the
          limitation shall be prorated among the affected individuals in
          proportion to each such individual's Compensation as determined under
          this Section prior to the application of the limit.

1.08      Contributions means payments made to the Plan which are provided for
          herein by the Employer and/or by Participants and Employees pursuant
          to Article III for the purpose of providing the benefits under this
          Plan.

1.09      Corporation means Trigon Insurance Company and any successor thereto.
          The Corporation is the sponsor, named fiduciary and administrator of
          the plan as it relates to the Employees of participating Employers.
          Before March 7, 1997, the Corporation was Blue Cross and Blue Shield
          of Virginia, a Virginia corporation doing business as Trigon Blue
          Cross Blue Shield.

1.10      Current Balance as used in regard to a Participant's Individual
          Account or stipulated portion thereof, means, as of any date, the
          market value of the Participant's Individual Account or portion
          thereof determined as of the next following Valuation Date.

1.11      Deductible Account means the account established for a Participant to
          hold voluntary Deductible Contributions made to the Plan for periods
          prior to January 1, 1987, and the proportionate share of the
          adjustment of the Fund determined in accordance with


                                       4
<PAGE>


          Section 5.07. All amounts held in a Participant's Deductible Account
          shall at all times be one hundred percent (100%) vested.

1.12      Deductible Current Balance as used in regard to a Participant's
          Deductible Account or stipulated portion thereof means, as of any
          date, the market value of the Participant's Deductible Account as of
          the next following Valuation Date.

1.13      Defined Benefit Plan means a plan established and qualified under IRC
          Section 401 or 403, except to the extent it is, or is treated as, a
          Defined Contribution Plan.

1.14      Defined Contribution Plan means a plan established and qualified under
          IRC Section 401 or 403, which provides for individual accounts for
          each participant therein and for benefits based solely on the amount
          contributed to each participant's account and any income and expenses
          or gains or losses (both realized and unrealized) which may be
          allocated to such accounts.

1.15      Delayed Retirement Date means the date of the Participant's
          termination of employment after his Normal Retirement Date.

1.16      Disability Retirement Date means the date the Administrative Committee
          determines that a Participant has a Total and Permanent Disability.

1.17      Early Retirement Date means the date of the Participant's termination
          of employment prior to his Normal Retirement Date provided that the
          Participant has attained the age of fifty-five (55).

1.18      Effective Date means July 1, 1980, or such later date as of which an
          Employer adopts the Plan for its Employees. The effective date of this
          amended and restated Plan shall be October 1, 1998.

1.19      Employee means any person employed by the Employer excluding any
          person (a) considered a leased employee within the meaning of IRC
          Section 414(n); (b) who is represented by a collective bargaining unit
          for purposes of bargaining with the Employer with respect to wages,
          hours of employment or other conditions of employment unless


                                       5
<PAGE>


          the resulting bargaining agreement provides for participation in the
          Plan; and (c) any employee holding the job "Homemaker", job number
          0068.

               A leased employee is a person other than an employee of the
          Employer who pursuant to an agreement between the Employer and any
          other person (leasing organization) has performed services for the
          Employer or for the Employer and related persons, determined in
          accordance with IRC Section 414(n)(6), on a substantially full time
          basis for a period of at least one year, and such services are
          performed under primary direction or control of the Employer or
          related persons. Contributions or benefits provided a leased employee
          by the leasing organization which are attributable to services
          performed for the Employer shall be treated as provided by the
          Employer.

1.20      Employer means, collectively or individually as the context may
          indicate, the Corporation and any other corporation which (a) is a
          member of the same controlled group of corporations as the Corporation
          [as determined pursuant to IRC Sections 414(b), 414(c), 414(m) and
          414(o)], (b) the Board has authorized to adopt the Plan and (c) by
          taking appropriate action has adopted the Plan and become signatory to
          the Trust Agreement, or any successor to one or more of such entities.

1.21      Employer Contributions means Employer Matching Contributions made by
          an Employer pursuant to Section 3.02 and Profit Sharing Matching
          Contributions made by an Employer pursuant to Section 3.08.

1.22      Employer Matching Contributions means matching Contributions made by
          an Employer pursuant to Section 3.02.

1.23      Employer Matching Contributions Account means that portion of a
          Participant's Individual Account attributable to the Employer Matching
          Contribution allocated to such Participant pursuant to Section 5.04
          and the proportionate share of the adjustment of the Fund determined
          in accordance with Section 5.07 attributable to his Employer Matching
          Contributions Account. The Employer Matching Contributions Account may


                                       6
<PAGE>


          include amounts transferred to this Plan in a plan-to-plan transfer as
          specified in an Appendix and/or in an appropriate adoption agreement.

1.24      Employment Date means the date an Employee first performs an Hour of
          Service for the Employer, except that with respect to an Employee who
          was in the employ of the Employer on January 1, 1987, the term
          "Employment Date" shall mean the most recent date coincident with or
          immediately preceding January 1, 1987, on which such Employee first
          performed an Hour of Service either for the first time or after being
          reemployed.

1.25      Entry Date means the first day of any month coinciding with or next
          following the date on which the eligibility requirements of Section
          2.01 are met.

1.26      ERISA means the Employee Retirement Income Security Act of 1974, as
          amended. Any reference to any Section of ERISA shall be deemed to
          include any applicable regulations pertaining to such Section.

1.27      Fiduciary means the Corporation, Employer, Trustee, Administrative
          Committee, Investment Committee and any individual, corporation, firm
          or other entity which assumes, in accordance with Article IX,
          responsibilities of the Corporation, Employer, Trustee, Administrative
          Committee or Investment Committee respecting management of the Plan or
          the disposition of its assets.

1.28      Forfeiture means any amount held upon termination of employment of a
          Participant which he is not entitled to receive as a distribution in
          accordance with the terms of Article VI.

1.29      Fund means the trust fund created in accordance with Article VIII.

1.30      Hardship means, with respect to the determination of certain
          withdrawal rights hereunder, a withdrawal authorized by the
          Administrative Committee based upon a finding that the following rules
          are satisfied.


                                       7
<PAGE>


          1.30(a)   The withdrawal is necessary to enable the Participant to
                    meet unusual or special situations in his financial affairs
                    which result in an immediate and heavy financial need.

          1.30(b)   The amount of the withdrawal is not available from other
                    resources of the Participant.

          1.30(c)   The amount distributed does not exceed the amount required
                    to meet the immediate financial need created.

          1.30(d)   In furtherance of Section 1.30(a), a financial Hardship
                    shall be deemed to be present if the withdrawal request is
                    on account of:

                    (i)       Medical expenses described in IRC Section 213(d)
                              incurred by the Participant, the Participant's
                              spouse or any dependents of the Participant (as
                              defined in IRC Section 152);

                    (ii)      Purchase (excluding mortgage payments) of a
                              principal residence for the Participant;

                    (iii)     Payment of tuition and related fees for the next
                              twelve (12) months of post-secondary education for
                              the Participant, his spouse, children or
                              dependents (as defined in IRC Section 152);

                    (iv)      The need to prevent the eviction of the
                              Participant from his principal residence or
                              foreclosure on the mortgage on the Participant's
                              principal residence;

                    (v)       Payment of funeral expenses and unreimbursed
                              medical expenses related to the last illness of a
                              member of the Participant's immediate family;

                    (vi)      Loss by the Participant or his spouse of more than
                              fifty percent (50%) of normal income;


                                       8
<PAGE>


                    (vii)     Payment of an outstanding court ordered judgment
                              greater than five hundred dollars ($500); or

                    (viii)    Such other events as may be determined by the
                              Internal Revenue Service.

          1.30(e)   The Administrative Committee shall make a determination of
                    Hardship on the basis of all relevant facts and
                    circumstances that the distribution is of an amount
                    necessary to satisfy the financial need and that it is not
                    available from other resources of the Participant. The
                    Administrative Committee may rely upon reasonable
                    representations by the Participant that the need cannot
                    otherwise be satisfied by:

                    (i)       Reimbursement or compensation by insurance or
                              otherwise;

                    (ii)      Reasonable liquidation of the Participant's assets
                              to the extent the liquidation would not itself
                              cause an immediate and heavy financial need;

                    (iii)     The cessation of Pre-Tax Contributions under this
                              Plan or other plans maintained by the Employer;

                    (iv)      By other distributions or nontaxable (at the time
                              of the loan) loans from this Plan and any other
                              plans maintained by the Employer or any other
                              employer; or

                    (v)       By borrowing from commercial sources on reasonable
                              commercial terms.

1.31      Highly Compensated Employee means, effective as of January 1, 1997:

          1.31(a)   An Employee who:

                    (i)       Was a 5% Owner of the Employer at any time during
                              the Plan Year or the preceding Plan Year, or

                    (ii)      Received Compensation from the Employer in excess
                              of $80,000 during the preceding Plan Year and, to
                              the extent elected by the Committee pursuant to
                              applicable Treasury Regulations, was in the top
                              20% of Employees when ranked on the basis of


                                       9
<PAGE>


                              Compensation (the "top-paid group") paid during
                              such preceding Plan Year. The $80,000 limit shall
                              be adjusted pursuant to IRC Sections 414(q) and
                              415(d).

                    For purposes of determining  Highly  Compensated  Employees,
                    Compensation  shall mean Maximum  Compensation but including
                    Pre-Tax Contributions and any elective contributions under a
                    cafeteria  plan or under  any other  arrangements  permitted
                    under  IRC  Section  414(s)  and  any  imputed  income  from
                    group-term life insurance.

          1.31(b)   Any former employee shall be treated as a Highly Compensated
                    Employee if such employee was a Highly Compensated Employee
                    (i) when he terminated employment, or (ii) in any year
                    following attainment of age fifty-five (55). In addition, an
                    employee who works only a de minimis amount of service may
                    be considered a Highly Compensated Employee.

          1.31(c)   The following employees shall be excluded for purposes of
                    determining who is in the top-paid group under Section
                    1.31(a)(ii):

                    (i)       employees who have not completed six (6) months of
                              service;

                    (ii)      employees who normally work less than seventeen
                              and one-half (17 1/2) hours per week;

                    (iii)     employees who normally work not more than six (6)
                              months during any year;

                    (iv)      employees who have not attained age twenty-one
                              (21);

                    (v)       except to the extent provided in regulations,
                              employees who are included in a collective
                              bargaining agreement between employee
                              representatives and an Employer or Affiliate; and

                    (vi)      employees who are nonresident aliens and who
                              receive no earned income [within the meaning of
                              IRC Section 911(d)(2)] from an Employer or
                              Affiliate which constitutes income from sources
                              within the United States [within the meaning of
                              IRC Section 861(a) (3)].


                                       10
<PAGE>


          1.31(d)   For purposes of this Section 1.31, the term "5% Owner" shall
                    have the same meaning as specified in IRC Section 416(i).

1.32      Hour of Service means the sum of Section 1.32(a), Section 1.32(b),
          Section 1.32(c) and Section 1.32(d) following:

          1.32(a)   Each hour for which an Employee is paid, or entitled to
                    payment for the performance of duties for the Employer.
                    These hours shall be credited to the Employee for the
                    computation period in which the duties are performed.

          1.32(b)   Each hour for which an Employee is paid, or entitled to
                    payment, by the Employer on account of a period of time
                    during which no duties are performed (irrespective of
                    whether the employment relationship has terminated) due to
                    vacation, holiday, illness, incapacity (including
                    disability), layoff, jury duty, or leave of absence. No more
                    than five hundred one (501) Hours of Service shall be
                    credited under this Section 1.32(b) for any single
                    continuous period (whether or not such period occurs in a
                    single computation period). Hours of Service under this
                    paragraph shall be calculated and credited pursuant to
                    Department of Labor Regulations Section 2530.200b-2 which
                    are incorporated herein by this reference; and

          1.32(c)   Each hour for which an Employee presumably would have
                    performed services for and been compensated by the Employer
                    but for the fact that the Employee was on a military leave
                    of absence for service in the armed forces of the United
                    States of America, provided that the Employee entered such
                    service directly from the employ of the Employer and was
                    discharged from such service and reemployed by the Employer
                    within the period during which his employment rights as a
                    veteran are protected by law.

          1.32(d)   Each hour for which back pay, irrespective of mitigation of
                    damages, is either awarded or agreed to by the Employer. The
                    same Hours of Service shall not


                                       11
<PAGE>


                    be credited both under Section 1.32(a) or Section 1.32(b),
                    as the case may be, and under this Section 1.32(d). These
                    hours shall be credited to the Employee for the computation
                    period or periods to which the award or agreement pertains
                    rather than the computation period in which the award,
                    agreement or payment is made; and

          1.32(e)   Hours of Service to be credited under the Plan shall be
                    determined on the basis of the actual hours for which an
                    Employee is paid or entitled to payment. However, any
                    Employee for whom no hourly employment records are kept by
                    the Employer shall be credited with ninety-five (95) Hours
                    of Service for each semi-monthly payroll period in which he
                    would have been credited with at least one (1) Hour of
                    Service under the foregoing provisions if hourly records
                    were available.

          1.32(f)   Notwithstanding any provisions of this Plan to the contrary,
                    contributions, benefits and service credit with respect to
                    qualified military service shall be provided in accordance
                    with the Uniformed Services Employment and Reemployment
                    Rights Act of 1994 ("USERRA") and the special rules relating
                    to veterans' reemployment rights under USERRA pursuant to
                    IRC Section 414(u).

1.33      Individual Account means the detailed record kept of the amounts
          credited or charged to each Participant in accordance with the terms
          of this Plan. The Individual Account is comprised of a Pre-Tax
          Contribution Account, an After-Tax Contribution Account, an Employer
          Matching Contributions Account, a Profit Sharing Matching
          Contributions Account, a Rollover Account and a Transfer Account, if
          applicable. The Participant's Individual Account may include any
          subaccounts deemed necessary to provide appropriate recordkeeping as
          determined by the Administrative Committee.


                                       12
<PAGE>


1.34      IRC means the Internal Revenue Code of 1986, as amended. Any reference
          to any section of the IRC shall be deemed to include any applicable
          regulations and rulings pertaining to such section and shall also be
          deemed a reference to comparable provisions of future laws.

1.35      Investment Committee means the Investment Committee provided for in
          Section 9.05.

1.36      Investment Manager means a person or entity, as defined in ERISA
          Section 3(38), which has the power to manage, acquire, or dispose of
          Plan assets and which is either:

          1.36(a)   an investment advisor registered under the Investment
                    Advisors Act of 1940; or

          1.36(b)   a bank as defined in the Investment Advisors Act of 1940; or

          1.36(c)   an insurance company qualified to manage assets of
                    retirement plans or perform similar functions under the laws
                    of more than one state; and which acknowledges in writing
                    that it is a Fiduciary with respect to the Plan.

1.37      Limited Participant means a Participant whose participation in the
          Plan has ceased as a result of (i) his transfer of employment from a
          participating Employer to the employment of an Affiliate or (ii) whose
          employment status changes to "Homemaker", job number 0068 or a
          collective bargaining employee as specified in Section 1.19.

1.38      Limitation Year means the twelve (12) month period commencing on
          January 1 and ending on December 31.

1.39      Maximum Compensation means, effective January 1, 1998, a Participant's
          total earnings, prior to withholding, paid to him by his Employer
          during a Program Year, including bonuses, extra compensation, overtime
          payments, Pre-Tax Contributions under this Plan, and any other amounts
          which the Participant could have elected to receive as cash in the
          current year as taxable income in lieu of a non-taxable benefit under
          a plan which is maintained by the Employer pursuant to Internal
          Revenue Code Section 125.


                                       13
<PAGE>


               Maximum Compensation for any Limitation Year is the compensation
          actually paid or included in gross income during such year. Maximum
          Compensation shall be limited to one hundred fifty thousand dollars
          ($150,000) or such legislated amount as may be determined by the
          Secretary of the Treasury pursuant to IRC Section 401(a)(17).

               This definition shall be interpreted consistent with IRC Section
          415. Further, such law and regulations shall be controlling in all
          determinations under this definition, inclusive of any provisions and
          requirements stated thereunder but hereinabove absent.

1.40      Non-Highly Compensated Employee means any Employee who is not a Highly
          Compensated Employee.

1.41      Normal Retirement Age means the date a Participant attains the age of
          sixty-five (65).

1.42      Normal Retirement Date means the date on which a Participant attains
          his Normal Retirement Age.

1.43      Parent means Trigon Healthcare, Inc., the parent corporation of the
          Corporation.

1.44      Participant means any Employee who becomes a Participant as provided
          in Article II.

1.45      Plan means the "Employees' Thrift Plan of Trigon Insurance Company."
          Before March 7, 1997, the name of the Plan was "Employees' Thrift Plan
          of Trigon Blue Cross Blue Shield."

1.46      Plan Year means initially the six (6) month period beginning July 1,
          1980, and ending on December 31, 1980. Thereafter, Plan Year shall
          mean the twelve (12) month period beginning on each January 1 and
          ending on each December 31.

1.47      Pre-Tax Contribution Account means that portion of a Participant's
          Individual Account attributable to Pre-Tax Contributions allocated to
          such Participant pursuant to Section 5.03 and the proportionate share
          of the adjustment of the Fund determined in accordance with Section
          5.07 attributable to his Pre-Tax Contribution Account. The Pre-Tax
          Contribution Account may include amounts transferred to this Plan in a
          plan-to-plan transfer as specified in an Appendix and/or in an
          applicable adoption agreement.


                                       14
<PAGE>


1.48      Pre-Tax Contributions means Contributions made by an Employer on the
          Participant's behalf pursuant to Section 3.01.

1.49      Profit Sharing Matching Contribution means Contributions made by an
          Employer pursuant to Section 3.08.

1.50      Profit Sharing Matching Contributions Account means that portion of a
          Participant's Individual Account attributable to the Profit Sharing
          Matching Contribution allocated to such Participant pursuant to
          Section 5.11 and the proportionate share of the adjustment of the Fund
          determined in accordance with Section 5.07 attributable to his Profit
          Sharing Matching Contributions Account.

1.51      Reemployment Date means the date, following a Severance Period, on
          which an Employee again performs an Hour of Service.

1.52      Rollover Account means the portion of the Individual Account
          established on behalf of an Employee to hold the amount he elects to
          rollover into this Plan pursuant to IRC Section 402(c)(4) and the
          Participant's proportionate share of the adjustment of the Fund
          determined in accordance with Section 5.07 attributable to his
          Rollover Account. The Administrative Committee may establish
          subaccounts within the Rollover Account as it deems applicable. All
          amounts held in a Participant's Rollover Account shall at all times be
          one hundred percent (100%) vested.

1.53      Rollover Contributions means Rollover Contributions made to the Fund
          pursuant to Section 3.03.

1.54      Service means, as of any date, the aggregate of an Employee's periods
          of Service required to be recognized under this Plan commencing on the
          Employee's Employment Date or any Reemployment Date subsequent thereto
          and ending on a Severance from Service Date. For purposes of this
          Section 1.54, each completed month shall be counted as Service
          hereunder.


                                       15
<PAGE>


          1.54(a)   For purposes of determining Service for vesting under
                    Section 6.01, the following provisions shall be applicable.

                    (i)       For purposes of determining Service under Section
                              6.01(c) only, periods of employment with any
                              Affiliate shall be included as if the Employee had
                              been employed by the Employer for such time.

                    (ii)      For purposes of determining Service under Section
                              6.01(c) only, periods of employment with any other
                              Blue Cross and/or Blue Shield organization shall
                              be included as if the Employee had been employed
                              by the Employer for such time if:

                              (A) the Employee was vested in a Defined Benefit
                         Plan sponsored by the other organization, or

                              (B) the period between the Employee's termination
                         with the other organization and his employment with an
                         Employer is not greater than the lesser of five years
                         or the Employee's period of employment with the other
                         organization.

                              In addition, the Employee's period of employment
                         with another Blue Cross and/or Blue Shield organization
                         is not counted as part of an Employee's Severance
                         Period for purposes of Section 6.01(c) only.

                    (iii)     If the Employee was not a Participant and his
                              Reemployment Date is before his Severance from
                              Service Date, the Employee shall be credited with
                              Service as if the Employee had not terminated
                              employment, subject to Section 1.55(e) relating to
                              service crediting during a maternity or paternity
                              absence.

                    (iv)      If the Employee was not a Participant and his
                              Reemployment Date is after his Severance from
                              Service Date, the Employee shall be credited with
                              the Service prior to his Severance from Service
                              Date if the


                                       16
<PAGE>


                              Employee's Severance Period is greater than the
                              lesser of five years or the Employee's period of
                              Service prior to the Severance Period.

                    (v)       The following rule shall be applicable to
                              Employees employed by Blue Cross and Blue Shield
                              of Virginia on and/or before December 31, 1986. If
                              an Employee was a Participant in the Employees'
                              Thrift Plan of Blue Cross and Blue Shield of
                              Virginia on and/or before such date and is
                              subsequently eligible for a reinstatement of his
                              Individual Account applicable to Forfeitures
                              occurring prior to January 1, 1987, and elects to
                              reinstate said amount pursuant to Section 6.01,
                              Service for purposes of Section 6.01 shall be
                              applied to such reinstated Employer Contributions
                              by crediting twelve (12) months of Service for
                              each prior class year of forfeiture.

                    (vi)      The following rule shall be applicable to
                              Employees participating in the Blue Cross and Blue
                              Shield of Southwestern Virginia Employee
                              Appreciation Savings Plan on and/or before
                              December 31, 1986. If a Participant is
                              subsequently eligible for a reinstatement of his
                              Individual Account applicable to Forfeitures
                              occurring prior to January 1, 1987, and elects to
                              reinstate said amount pursuant to Section 6.01,
                              Service for purposes of Section 6.01 shall be
                              applied to such reinstated Employer Contributions
                              by crediting service as determined under the Blue
                              Cross and Blue Shield of Southwestern Virginia
                              Employee Appreciation Savings Plan through
                              December 31, 1986. To this end, if a Participant
                              has a Plan Year of Service under the Employee
                              Appreciation Savings Plan, each such period shall
                              be deemed to be twelve (12) months of Service
                              hereunder.


                                       17
<PAGE>


          1.54(b)   For purposes of determining Service for eligibility under
                    Section 2.01, the following provisions shall be applicable.

                    (i)       Periods of employment with an Affiliate which
                              would have constituted Service had the Participant
                              been employed by the Employer shall be included as
                              if such periods had been performed for the
                              Employer.

                    (ii)      Periods of employment with the Employer other than
                              as an Employee which would have constituted
                              Service had the Participant been employed as an
                              Employee shall be included as if such periods had
                              been performed as an Employee.

                    (iii)     For purposes of determining Service for
                              eligibility under Section 2.01, periods of
                              employment with any Affiliate shall be included as
                              if the Employee had been employed with the
                              Employer for such time. Periods of employment with
                              any other Blue Cross and/or Blue Shield
                              organization shall not be included for such
                              determination.

                    (iv)      If the Employee was not a Participant and his
                              Reemployment Date is before his Severance from
                              Service Date, the Employee shall be credited with
                              Service as if the Employee had not terminated
                              employment.

                    (v)       If the Employee was not a Participant and his
                              Reemployment Date is after his Severance from
                              Service Date, the Employee shall be credited with
                              the Service prior to his Severance from Service
                              Date if the Employee's Severance Period is greater
                              than the lesser of five years or the Employee's
                              period of Service prior to the Severance Period.

1.55      Severance from Service Date means the earlier of the following:

          1.55(a)   The date on which an Employee quits, retires, is discharged
                    or dies, provided he is not credited with an Hour of Service
                    within twelve (12) months of such date with an Employer or
                    Affiliate; or


                                       18
<PAGE>


          1.55(b)   The first anniversary date of the beginning of a period in
                    which an Employee remains absent from service (with or
                    without pay) with the Employer or Affiliate for any reason
                    other than quitting, retiring, being discharged or dying.
                    Such absence includes, by way of example without limitation:
                    vacation, holiday, sickness, leave of absence or a period of
                    paid or unpaid leave taken pursuant to the Family and
                    Medical Leave Act of 1993, or layoff or service in the armed
                    forces of the United States of America required by law or
                    during a period of war or national emergency, provided that
                    the Employee entered such service directly from the employ
                    of the Employer, and was discharged from such service and
                    reemployed by the Employer within the period during which
                    his employment rights as a veteran are protected by law.

          1.55(c)   Notwithstanding anything in this Section 1.55 to the
                    contrary, effective for periods prior to January 1, 1985, no
                    Severance from Service Date shall occur and all completed
                    years and months of service shall be aggregated if the
                    Employee is rehired by the Employer prior to the expiration
                    of twelve (12) complete months following the date the
                    Employee quits, retires or is discharged. Effective for
                    periods on and after January 1, 1985, no Severance from
                    Service Date shall occur and all completed years and months
                    of service shall be aggregated if the Employee is rehired by
                    the Employer prior to the expiration of five (5) consecutive
                    Plan Years, beginning with the Plan Year in which the
                    Employee separates from service.

          1.55(d)   For periods commencing on or after January 1, 1985, and to
                    the extent not already credited, Service shall be credited
                    solely for purposes of determining whether a Severance from
                    Service Date has occurred with respect to an Employee who is
                    absent from work regardless of whether the Employee is paid
                    for such absence:


                                       19
<PAGE>


                    (i)       By reason of the pregnancy of the Employee,

                    (ii)      By reason of the birth of a child of the Employee,

                    (iii)     By reason of the placement of a child with the
                              Employee in connection with the adoption of such
                              child by such Employee, or

                    (iv)      For purposes of caring for such child for a period
                              beginning immediately following such birth or
                              placement.

          1.55(e)   For purposes of determining a Severance from Service Date of
                    an Employee who is absent from service beyond the first
                    anniversary of the first day of absence by reason of a
                    maternity or paternity absence described in Section 1.55(d),
                    such Severance from Service Date shall be the second (2nd)
                    anniversary of the date of such absence. The period between
                    the first and second anniversaries of the first day of
                    absence from work is neither a period of Service nor a
                    Severance Period.

          1.55(f)   Further, the Administrative Committee may request that the
                    Employee furnish any information the Administrative
                    Committee may require to establish that the absence is for
                    the reasons hereinbefore provided and the number of days for
                    which there was such an absence. If such information is not
                    submitted in a timely manner, no Hours of Service shall be
                    credited pursuant to this paragraph.

1.56      Severance Period means a period of time commencing on an Employee's
          Severance from Service Date and ending on his subsequent Reemployment
          Date.

1.57      Total and Permanent Disability means the incapacity of a Participant
          by reason of bodily injury or physical or mental disease which
          prevents the Participant from performing his customary duties with the
          Employer and which, in the opinion of the Administrative Committee,
          will continue to prevent the Participant from performing his customary
          duties for the remainder of his lifetime. Total and Permanent
          Disability shall be determined by


                                       20
<PAGE>


          the Administrative Committee in accordance with uniform principles
          consistently. Total and Permanent Disability is determined by the
          Administrative Committee in accordance with uniform principles
          consistently applied on the basis of competent medical evidence or
          such other evidence as the Administrative Committee may deem
          sufficient or on the basis that the Participant is eligible for
          disability benefits under the long term disability plan sponsored by
          the Employer.

               The date when a Participant's disability occurred shall be
          determined by the Administrative Committee. A Participant shall not,
          however, be considered disabled if the Administrative Committee
          determines that his disability resulted from or arose as a result of:

          1.57(a)   service in the armed forces of any country;

          1.57(b)   intentionally self-inflicted injury;

          1.57(c)   participation in a felonious criminal act which results in
                    the Participant's conviction in a court of law.

1.58      Transfer Account means the account established for a Participant to
          hold the value of funds directly transferred to the Plan from another
          qualified retirement plan that is not considered a Rollover
          Contribution. The Administrative Committee may establish subaccounts
          within the Transfer Account as it deems appropriate. The Participant
          shall be vested in his Transfer Account as provided in an appropriate
          adoption agreement or an Appendix to the Plan.

1.59      Trigon Stock means common stock issued by Trigon Healthcare, Inc.

1.60      Trigon Stock Fund means the invest fund maintained under the Plan for
          the investment of Participants' Individual Accounts in Trigon Stock.

1.61      Trust Agreement means the agreement entered into between the Employer
          and the Trustee pursuant to Article VIII.


                                       21
<PAGE>


1.62      Trustee means such individual, individuals or financial institution,
          or a combination of them as shall be designated in the Trust Agreement
          to hold in trust any assets of the Plan for the purpose of providing
          benefits under the Plan, and shall include any successor trustee to
          the trustee initially designated thereunder.

1.63      Valuation Date means each business day in which the New York Stock
          Exchange is open as of which the Fund shall be valued at fair market
          value.


                                       22
<PAGE>


                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION


2.01      Eligibility - Each person who was a Participant on September 30, 1998,
          shall continue as a Participant after such date, subject to the
          provisions hereinafter contained.

               Each person, other than a temporary employee, who was not a
          Participant on September 30, 1998, and each person who becomes an
          Employee after such date and who is not already a Participant shall be
          eligible to become a Participant on the Entry Date coinciding with or
          next following the completion of three (3) months of Service,
          subsequent to the date on which he completed his first Hour of
          Service. A temporary employee shall be eligible to become a
          Participant on the Entry Date coinciding with or next following the
          date on which he has completed 12 months of Service in which he has at
          least 1,000 Hours of Service. For a temporary employee, the first 12
          months of Service will commence on his Employment Date. For purposes
          of this section, a temporary employee is any person deemed to be a
          temporary employee in accordance with the Employer's established human
          resources policy. Subsequent periods shall be calculated on the basis
          of Plan Years beginning with the first Plan Year beginning after the
          Employment Date.

               Employees of an Affiliate who have otherwise met the eligibility
          requirements hereunder shall be eligible to participate on the Entry
          Date coincident with or next following the date they are employed by
          an Employer.

               If an Employee ceases to be a Participant due to his termination
          of employment and is later reemployed, he shall be eligible to
          participate on his Reemployment Date.

2.02      Participation - Participation in the Plan is voluntary. In order to
          become a Participant, an Employee must complete an application form
          prior to the Entry Date as of which it is to be effective and as of
          which he is eligible. Each eligible Employee, in order to become a
          Participant, must have Pre-Tax Contributions contributed on his behalf
          to the Plan in


                                       23
<PAGE>


          accordance with Section 3.01. If an Employee does not participate when
          initially eligible, he may elect to participate effective as of any
          subsequent pay period. For periods prior to January 1, 1987, any
          Employee meeting the eligibility requirements of Section 2.01 was also
          a Participant by electing to make Deductible Contributions pursuant to
          Section 5.05.

               Once a Participant, an Employee shall remain a Participant until
          such time that he has no balance in his Individual Account.

2.03      Limited Participants - A Participant whose employment status changes
          to that of a Limited Participant shall be treated as a Limited
          Participant as of the date of the change in employment status. A
          Limited Participant shall continue to earn Service under Section 6.01
          for each month he is a Limited Participant. A Limited Participant may
          not make Pre-Tax Contributions and is not eligible to receive Employer
          Matching Contributions or Profit Sharing Matching Contributions. A
          Limited Participant shall continue to be eligible for withdrawals
          pursuant to the provisions of Sections 7.01, 7.02, 7.03, 7.04, 7.05
          and 7.06 but shall not be eligible for loans pursuant to Section 7.07.
          A Limited Participant who had a loan outstanding at the time he became
          a Limited Participant shall be required to continue repaying such loan
          under the provisions of Section 7.07. A Limited Participant shall
          continue to be eligible to make investment option elections pursuant
          to the provisions of Sections 4.01 and 4.02. If a Limited Participant
          subsequently transfers to the employment of an Employer or changes
          employment status to that of an Employee, he shall be eligible to
          participate in the Plan as of the date he becomes an Employee of an
          Employer at which time he shall have all the rights provided in
          accordance with this Plan.

2.04      Designation of Beneficiary - Upon commencing participation, each
          Employee shall designate a Beneficiary on forms furnished by the
          Administrative Committee. A Participant from time to time may change
          his designated Beneficiary by written notice to


                                       24
<PAGE>


          the Administrative Committee, and upon such change, the rights of all
          previously designated Beneficiaries to receive any benefits under this
          Plan shall cease. If, at the date of death of the Participant, no duly
          designated Beneficiary exists, or if the Beneficiary designated had
          died prior to the death of the Participant, or if the Participant has
          revoked a prior designation by a writing filed with the Administrative
          Committee without having filed a new designation, then any death
          benefits which would have been payable to the Beneficiary shall be
          payable to the Participant's spouse, if living at the time of the
          Participant's death. If his spouse is not living, such death benefits
          shall be payable per stirpes to the Participant's then living lawful
          issue, or if there is no living lawful issue, then to the
          Participant's estate.

               If a Beneficiary designated by a Participant is not the
          Participant's spouse, then the spouse's written consent shall be
          required for the designation of the alternate Beneficiary to become
          effective and such consent must acknowledge the effect of the consent.
          The Spouse's consent shall be witnessed by a representative of the
          Administrative Committee or a notary public. Any change in the
          designation of an alternate Beneficiary shall also require the written
          consent of the spouse for such change to become effective. The
          Administrative Committee may accept an election other than that
          provided hereunder without the written consent of the spouse if there
          is no spouse, the spouse cannot be located, or such other
          circumstances exist as may be prescribed by regulations. Any spousal
          consent shall be applicable only to the spouse granting such consent.


                                       25
<PAGE>


                                   ARTICLE III

                                  CONTRIBUTIONS


3.01      Pre-Tax Contributions - Commencing July 1, 1984, a Participant may
          elect to have Pre-Tax Contributions made to the Plan on his behalf. A
          Participant shall make such an election by entering into a salary
          reduction agreement with his Employer in which it is agreed that the
          Participant's Employer will reduce the Participant's Compensation
          during each pay period by a designated percentage and contribute the
          amount so determined, expressed as a percentage of Compensation, to
          the Plan on behalf of the Participant. The designated percentage
          elected by the Participant to be contributed on his behalf may be any
          whole percentage from two percent (2%) to not more than sixteen
          percent (16%) of his Compensation otherwise payable to the Participant
          during the pay period.

               All Pre-Tax Contribution elections shall be made prior to the
          Entry Date as of which they are to be effective on appropriate forms
          provided by the Administrative Committee or through interactive voice
          response. Such forms shall authorize the Employer to deduct from the
          Compensation thereafter payable to the Participant the Pre-Tax
          Contribution amount so elected. A Participant's Pre-Tax Contributions
          shall be made only by withholding from his paychecks and no
          Participant may contribute cash to the Plan (other than pursuant to a
          repayment under Section 6.01). Pre-Tax Contributions shall commence
          for Participants on the first regular payday falling on or after July
          1, 1984, and thereafter, the payday falling on or after the Entry Date
          subsequent to the acceptance of such salary reduction agreement by the
          Employer. In the absence of an election to enter into a salary
          reduction agreement by the Participant, an eligible Employee shall
          nevertheless be considered a Participant hereunder for purposes of
          Section 3.04.

               A Participant's designation of Pre-Tax Contributions shall
          continue in force for future Plan Years. Under procedures established
          by the Administrative Committee, a


                                       26
<PAGE>


          Participant may change his Pre-Tax Contribution percentage to any
          percentage prescribed in this Section 3.01 to become effective as of
          any subsequent pay day, but not retroactively.

               Under procedures established by the Administrative Committee, a
          Participant may elect to cease future Pre-Tax Contributions to the
          Plan. A Participant who has suspended Pre-Tax Contributions may once
          again elect to have Pre-Tax Contributions made on his behalf as of any
          subsequent pay day by making a timely and proper application to the
          Administrative Committee or through interactive voice response. A
          Participant may not make Pre-Tax Contributions after his termination
          of employment with the Employer.

3.02      Employer Matching Contributions - Concurrently with Pre-Tax
          Contributions, each Employer shall contribute to the Plan for the
          account of each Participant an amount equal to fifty percent (50%) of
          the Pre-Tax Contributions made for a pay period up to a maximum
          Pre-Tax Contribution of six percent (6%) of Compensation for such pay
          period made to the Plan on the Participant's behalf. No Employer
          Matching Contribution shall be made for any pay period during which
          the Participant did not make a Pre-Tax Contribution.

               If an Employee does not receive an Employer Matching Contribution
          due to the absence of an election to make Pre-Tax Contributions, he
          shall nevertheless be considered a Participant hereunder for purposes
          of Section 3.05.

3.03      Rollover Contributions - An Employee may transfer to the Fund assets
          initially distributed as a qualifying total distribution [determined
          pursuant to IRC Section 402(c)(4)] within sixty (60) days of the date
          the assets were distributed to the Employee. Nothing in this Section
          3.03 shall be construed as requiring the transfer of the entire
          qualifying total distribution and to that end an amount less than the
          entire qualifying total distribution may be accepted as a Rollover
          Contribution. The transfer of such assets


                                       27
<PAGE>


          shall not include (a) any assets attributable to contributions made on
          his behalf under a qualified retirement plan while he was an employee
          within the meaning of IRC Section 401(c)(1), (b) any assets
          representing after-tax employee contributions or (c) any assets which
          would cause this Plan to become a transferee plan pursuant to IRC
          Section 401(a)(11)(B). The Plan may accept rollover funds transferred
          from a rollover individual retirement account and transfers from other
          qualified plans not excluded in the preceding sentence. The
          Administrative Committee shall determine the rules under which such
          distribution shall be accepted and the procedures to be followed.

               Any subsequent distribution of a Rollover Contribution shall be
          subject to the terms of Article VI, Section 7.03, Section 7.05,
          Section 7.06, or Section 7.07.

3.04      Testing of Pre-Tax Contributions -

          3.04(a)   Notwithstanding anything herein to the contrary, in each
                    Plan Year commencing on and after January 1, 1987, in which
                    Pre-Tax Contributions not in excess of the maximum additions
                    set forth in IRC Section 415 are made to the Plan, such
                    Pre-Tax Contributions shall be subject to the following
                    tests. For purposes of these tests, all Pre-Tax
                    Contributions made under any plans that are aggregated for
                    purposes of IRC Section 410(b) [without regard to IRC
                    Section 410(b)(2)(A)(ii)] shall be treated as made under a
                    single plan of the Employer and such aggregated plans must
                    satisfy IRC Section 401(k) as though they were a single
                    plan. Effective for Plan Years commencing on and after
                    January 1, 1990, plans may be aggregated only if they have
                    the same plan year.

          3.04(b)   Pre-Tax Contributions under this Plan and pre-tax
                    contributions under all other cash or deferred arrangements
                    of the Employer or Affiliate with plan years ending with or
                    within the same calendar year made on behalf of Highly
                    Compensated Employees shall be combined for purposes of
                    these tests.


                                       28
<PAGE>


                    These tests shall apply to the Pre-Tax Contributions made
                    for the Plan Year as determined as of the end of the Plan
                    Year. The Employer, however, may apply these tests at any
                    other time during the Plan Year.

                         Upon the application of the tests prior to the end of
                    the Plan Year if neither test is met, the Administrative
                    Committee may adjust the Highly Compensated Employee's
                    election to the extent necessary to meet either test. The
                    adjustment of Pre-Tax Contributions shall be done in a
                    uniform and nondiscriminatory manner.

                         Upon the application of the tests at the end of the
                    Plan Year if neither test is met, the Administrative
                    Committee shall adjust the Highly Compensated Employees'
                    Pre-Tax Contributions to the extent necessary to meet one of
                    the tests. The adjustment of Pre-Tax Contributions shall be
                    done using the method of reducing the excess Pre-tax
                    Contributions of Highly Compensated Employees as described
                    in IRC Section 401(k)(8)(C), and the Treasury regulations,
                    and guidance promulgated thereunder.

          3.04(c)   The amount of the adjustment of Pre-Tax Contributions,
                    inclusive of earnings or losses, necessary to meet either
                    test shall be returned to the Highly Compensated Employee,
                    within twelve (12) months after the end of the Plan Year. If
                    amounts are returned after two and one-half (2 1/2) months
                    after the end of the Plan Year, a ten percent (10%) excise
                    tax under IRC Section 4979 shall be imposed on the Employer
                    maintaining the Plan with respect to such amounts. For
                    purposes of determining the earnings or losses on Pre-Tax
                    Contributions which will be returned to the Highly
                    Compensated Employee, such earnings or losses shall include
                    the earnings or losses of the Fund determined in accordance
                    with Section 5.07 attributable to such Pre-Tax


                                       29
<PAGE>


                    Contributions for the Plan Year during which the excess
                    Pre-Tax Contributions were made.

                         The amount of excess Pre-Tax Contributions that may be
                    distributed shall be reduced by the amount of any excess
                    Pre-Tax Contributions previously distributed in the
                    Participant's taxable year ending with or within the
                    applicable Plan Year.

          3.04(d)   It is specifically provided hereunder that any Employer
                    Matching Contributions and Profit Sharing Matching
                    Contributions shall be conditioned upon permissible Pre-Tax
                    Contributions. Pre-Tax Contributions shall only be
                    permissible to the extent that they meet the
                    nondiscrimination tests provided herein. If such
                    nondiscrimination tests require the return of excess Pre-Tax
                    Contributions, the corresponding Employer Matching
                    Contribution and Profit Sharing Matching Contribution shall
                    not be made to the Plan. If Employer Matching Contributions
                    or Profit Sharing Matching Contributions have already been
                    made to the Plan prior to the time the following tests are
                    performed, such Employer Matching Contribution or Profit
                    Sharing Matching Contribution, inclusive of earnings or
                    losses, shall be forfeited and used to reduce the Employer
                    Contributions to the Plan. For purposes of determining the
                    earnings or losses on Employer Contributions which are
                    forfeited hereunder and used to reduce Employer
                    Contributions, such earnings or losses shall include the
                    earnings or losses of the Fund determined in accordance with
                    Section 5.07 attributable to such Employer Contributions for
                    the Plan Year in which the Employer Contributions were made.

                         The determination of which test shall be met shall be
                    based upon the test which requires the adjustment of the
                    smallest amount of Pre-Tax Contributions.


                                       30
<PAGE>


                         The Administrative Committee shall establish rules and
                    procedures for modifying the election with respect to the
                    Highly Compensated Employees to ensure, to the extent
                    possible, that either of the tests will be met.

          3.04(e)   As of the last day of each Plan Year or more frequently as
                    determined by the Administrative Committee, all eligible
                    Employees shall be separated into two (2) groups -- the
                    Highly Compensated Employee group and the Non-Highly
                    Compensated Employee group.

                         Only one (1) of the following two (2) tests needs to be
                    satisfied for there not to be an adjustment to Pre-Tax
                    Contributions as provided in this Section 3.04.

                    Test I The actual deferral percentage for the eligible
                    Highly Compensated Employee group is not more than the
                    actual deferral percentage of the Non-Highly Compensated
                    Employee group multiplied by 1.25.

                    Test II The excess of the actual deferral percentage for the
                    Highly Compensated Employee group over the Non-Highly
                    Compensated Employee group is not more than two (2)
                    percentage points, and the actual deferral percentage for
                    the Highly Compensated Employee group is not more than the
                    actual deferral percentage of the Non-Highly Compensated
                    Employee group multiplied by 2.0.

          3.04(f)   For purpose of this Section, the actual deferral percentage
                    is the average of the ratios, calculated separately for each
                    Employee who is eligible to participate in the Plan, of (i)
                    the amount of Pre-Tax Contributions that are credited under
                    the Plan on behalf of the eligible Employee for the Plan
                    Year (including excess Pre-Tax Contributions returned to the
                    Employee and excluding Pre-Tax Contributions taken into
                    account in the actual contribution percentage test, provided
                    that the actual deferral percentage test is satisfied


                                       31
<PAGE>


                    both with and without the exclusion of the Pre-Tax
                    Contributions allocated to each Employee) to (ii) the
                    Employee's Compensation as determined pursuant to IRC
                    Regulation 1.401(k)-1(g)(2)(i), uniformly applied for a
                    given Plan Year.

                         For any Plan Year beginning before January 1, 1997 in
                    which an eligible Highly Compensated Employee is considered
                    a Five Percent (5%) Owner or is one (1) of the ten (10)
                    Highly Compensated Employees paid the greatest Maximum
                    Compensation during the current or preceding Plan Year, the
                    actual deferral percentage must be determined in aggregation
                    with eligible "Family Member" Employees. A Family Member of
                    a Highly Compensated Employee is the Employee's spouse,
                    lineal ascendants or descendants, and the spouses of such
                    lineal ascendants or descendants who in the aggregate shall
                    be referred to as a "Family Group". For Plan Years beginning
                    after December 31, 1988, in calculating the combined
                    percentage for the Family Group, the Compensation of the
                    Employee, the Employee's spouse, and any lineal descendants
                    under the age of nineteen (19) shall be limited to one
                    hundred fifty thousand dollars ($150,000) as adjusted by the
                    Secretary of the Treasury.

          3.04(g)   All rules of application with reference to Test I and Test
                    II in Section 3.04(e) shall be governed by IRC Section
                    401(k) and any rules or regulations issued pursuant thereto.

3.05      Testing of Employer Contributions -

          3.05(a)   In each Plan Year in which Employer Contributions are made
                    to the Plan, such Employer Contributions shall be subject to
                    the following tests. For purposes of these tests, all
                    Employer Contributions made under this Plan and all matching
                    employer contributions made under any plans that are


                                       32
<PAGE>


                    aggregated for purposes of IRC Section 410(b) [without
                    regard to IRC Section 410(b)(2)(A)(ii)] shall be treated as
                    made under a single plan of the Employer, and such
                    aggregated plans must satisfy IRC Section 401(m) as though
                    they were a single plan. Effective for Plan Years commencing
                    on and after January 1, 1990, plans may be aggregated only
                    if they have the same plan year.

          3.05(b)   The Employer Contributions under this Plan and matching
                    employer contributions under all other plans of the Employer
                    or Affiliate with plan years ending with or within the same
                    calendar year made on behalf of Highly Compensated Employees
                    shall be combined for purposes of these tests. These tests
                    shall apply to the Employer Contributions made for the Plan
                    Year as determined as of the end of the Plan Year. The
                    Employer, however, may apply these tests at any other time
                    during the Plan Year.

                         Upon the application of the tests prior to the end of
                    the Plan Year if neither test is met, the Administrative
                    Committee may adjust the Highly Compensated Employee's
                    Employer Contribution to the extent necessary to meet either
                    test. The adjustment of Employer Contributions shall be done
                    in a uniform and nondiscriminatory manner.

          3.05(c)   Upon the application of the tests at the end of the Plan
                    Year if neither test is met, Employer Contributions made on
                    behalf of Highly Compensated Employees shall be reduced. The
                    adjustment of Employer Contributions shall be done using the
                    method of reducing the excess Employer Contributions as
                    described in IRC Section 401(m)(6)(C), and the Treasury
                    regulations, and guidance promulgated thereunder. To the
                    extent that excess Employer Contributions were not vested,
                    then the excess Employer Contributions, inclusive of
                    earnings or losses, shall be forfeited and used to


                                       33
<PAGE>


                    reduce Employer Contributions to the Plan. To the extent
                    that excess Employer Contributions would have been
                    considered vested under Section 6.01, then the excess
                    Employer Contributions inclusive of earnings or losses shall
                    be distributed to the Highly Compensated Employee within
                    twelve (12) months after the end of the Plan Year. If
                    amounts are distributed after two and one-half (2 1/2)
                    months after the close of the Plan Year, a ten percent (10%)
                    excise tax under IRC Section 4979 shall be imposed on the
                    Employer maintaining the Plan with respect to such amounts.
                    For purposes of determining the earnings or losses on
                    Employer Contributions which will be forfeited and used to
                    reduce Employer Contributions or distributed to the Highly
                    Compensated Employee, such earnings or losses shall include
                    the earnings of the Fund determined in accordance with
                    Section 5.07 attributable to such Employer Contributions for
                    the Plan Year during which the excess Employer Contributions
                    were made.

          3.05(d)   The determination of which test shall be met shall be based
                    upon the test which requires the adjustment of the smallest
                    amount of Employer Contributions.

                         The Administrative Committee shall establish rules and
                    procedures for modifying the election with respect to the
                    Highly Compensated Employees to ensure, to the extent
                    possible, that either of the tests will be met.

          3.05(e)   As of the last day of each Plan Year or more frequently as
                    determined by the Administrative Committee, all eligible
                    Employees shall be separated into two (2) groups -- the
                    Highly Compensated Employee group and the Non-Highly
                    Compensated Employee group.

                         Only one (1) of the following two (2) tests needs to be
                    satisfied for there not to be an adjustment as hereinabove
                    provided in this Section 3.05.


                                       34
<PAGE>


                    Test I The actual contribution percentage for the eligible
                    Highly Compensated Employee group is not more than the
                    actual contribution percentage of the Non-Highly Compensated
                    Employee group multiplied by 1.25.

                    Test II The excess of the actual contribution percentage for
                    the Highly Compensated Employee group over the Non-Highly
                    Compensated Employee group is not more than two (2)
                    percentage points, and the actual contribution percentage
                    for the Highly Compensated Employee group is not more than
                    the actual deferral percentage of the Non-Highly Compensated
                    Employee group multiplied by 2.0.

          3.05(f)   For purposes of this Section, actual contribution percentage
                    means, with respect to the Highly Compensated Employee group
                    and Non-Highly Compensated Employee group for a Plan Year,
                    the average of the ratios, calculated separately for each
                    Employee in such group of (i) the amount of Employer
                    Contributions (to the extent not taken into account in the
                    actual deferral percentage test) and including, at the
                    election of the Employer, Pre-Tax Contributions provided the
                    actual deferral percentage test is met before the Pre-Tax
                    Contributions are used in the actual contribution percentage
                    test and continues to be met following the exclusion of the
                    Pre-Tax Contributions that are used to meet the actual
                    contribution percentage test allocated to each Employee) to
                    (ii) the Employee's Compensation as determined pursuant to
                    IRC Regulation 1.401(m)-1(f)(2), uniformly applied for a
                    given Plan Year.

                         For any Plan Year beginning before January 1, 1997 in
                    which an eligible Highly Compensated Employee is considered
                    a Five Percent (5%) Owner or is one (1) of the ten (10)
                    Highly Compensated Employees paid the greatest


                                       35
<PAGE>


                    Maximum Compensation during the current or preceding Plan
                    Year, the actual contribution percentage must be determined
                    in aggregation with eligible "Family Member" Employees. A
                    Family Member of a Highly Compensated Employee is the
                    Employee's spouse, lineal ascendants or descendants, and the
                    spouses of such lineal ascendants or descendants who in the
                    aggregate shall be referred to as a "Family Group." In
                    calculating the combined percentage for the Family Group,
                    the Compensation of the Employee, the Employee's spouse, and
                    any lineal descendants under the age of nineteen (19) shall
                    be limited to one hundred fifty thousand dollars ($150,000)
                    as adjusted by the Secretary of the Treasury.

          3.05(g)   All rules of application with reference to Test I and Test
                    II in Section 3.05(e) shall be governed by IRC Section
                    401(m) and any rules or regulations issued pursuant thereto.

3.06      Multiple Use Limitation - If the Employer or an Affiliate sponsors one
          (1) or more qualified plan(s) to which IRC Sections 401(k) and 401(m)
          apply, additional rules shall be applicable to prevent the multiple
          use of the alternative tests described in IRC Sections
          401(k)(3)(A)(ii)(II) and 401(m)(2)(A)(ii) with respect to any
          Participant.

               The multiple use of the alternative tests occurs if (i) one or
          more Highly Compensated Employees are eligible to participate in a
          plan subject to IRC Sections 401(k) and 401(m) and (ii) the sum of the
          actual deferral percentage of the entire group of eligible Highly
          Compensated Employees subject to IRC Section 401(k) and the actual
          contribution percentage of the entire group of eligible Highly
          Compensated Employees under the plan subject to IRC Section 401(m)
          exceeds the "Aggregate Limit".

               The Aggregate Limit is the sum of:

          3.06(a)   One hundred twenty-five percent (125%) of the greater of (i)
                    the actual deferral percentage of the group of Non-Highly
                    Compensated Employees


                                       36
<PAGE>


                    eligible under the plan subject to IRC Section 401(k) for
                    the plan year or (ii) the actual contribution percentage of
                    the group of Non-Highly Compensated Employees eligible under
                    the plan subject to IRC Section 401(m) for the plan year
                    beginning with or within the plan year of the plan subject
                    to IRC Section 401(k).

          3.06(b)   Two (2) plus the lesser of Section 3.06(a)(i) or
                    3.06(a)(ii). However, in no event shall this amount exceed
                    two hundred percent (200%) of the lesser of Section
                    3.06(a)(i) or 3.06(a)(ii).

               Notwithstanding the preceding, the Aggregate Limit shall be the
          sum of the following alternate Aggregate Limit if such alternate
          Aggregate Limit is greater than the Aggregate Limit set forth above.

               The alternate Aggregate Limit is the sum of:

          3.06(c)   One hundred twenty-five percent (125%) of the lesser of (i)
                    the actual deferral percentage of the group of Non-Highly
                    Compensated Employees eligible under the plan subject to IRC
                    Section 401(k) for the plan year, or (ii) the actual
                    contribution percentage of the group of Non-Highly
                    Compensated Employees eligible under the plan subject to IRC
                    Section 401(m) for the plan year beginning with or within
                    the plan year of the plan subject to IRC Section 401(k).

          3.06(d)   Two (2) plus the greater of Section 3.06(c)(i) or
                    3.06(c)(ii). However, in no event shall this amount exceed
                    two hundred percent (200%) of the greater of Section
                    3.06(c)(i) or 3.06(c)(ii).

               If the Aggregate Limit is exceeded, the Employer may elect to
          reduce the actual deferral ratios or the actual contribution ratios
          either for all Highly Compensated Employees under the plan(s) or only
          for those Highly Compensated Employees who are eligible in both
          arrangements.


                                       37
<PAGE>


3.07      Maximum Pre-Tax Contributions - Notwithstanding anything herein to the
          contrary, Pre-Tax Contributions contributed pursuant to this Plan
          shall not exceed seven thousand dollars ($7,000) or such larger amount
          as may be determined by the Secretary of Treasury for any Participant
          in any calendar year.

               If Pre-Tax Contributions are made to the Plan in excess of this
          limit, the excess, inclusive of earnings or losses, shall be returned
          to the Participant by April 15 of the calendar year following the
          calendar year in which the Pre-Tax Contributions were made. Further,
          if the Participant notifies the Administrative Committee by March 1 of
          the calendar year following the calendar year in which he made Pre-Tax
          Contributions, that he contributed in excess of the seven thousand
          dollar ($7,000) limit (as adjusted) to all plans to which the seven
          thousand dollar ($7,000) limit (as adjusted) applies and requests a
          return of such excess, the Administrative Committee shall return the
          excess inclusive earnings or losses by April 15.

               In the event the return of excess Pre-Tax Contributions pursuant
          to this Section 3.07 causes a reduction of Pre-Tax Contributions, the
          corresponding Employer Contributions shall be forfeited and used to
          reduce Employer Contributions. To this end, the vesting provisions of
          this Plan applicable to Employer Contributions are conditioned on
          Pre-Tax Contributions being permissible Pre-Tax Contributions. Pre-Tax
          Contributions in excess of the seven thousand dollar ($7,000) all
          source limit (as adjusted) provided for in IRC Section 402(g)(5) are
          specifically prohibited hereunder and, as a result, the Employer
          reserves the right for up to one (1) Plan Year following the Plan Year
          in which Employer Contributions were made to recapture any Employer
          Contributions, inclusive of earnings or losses, mistakenly made to the
          Plan due to the Employee exceeding the IRC Section 402(g) limit.

               For purposes of determining the earnings or losses on Pre-Tax
          Contributions which will be returned to the Participant or Employer
          Contributions which are forfeited and


                                       38
<PAGE>


          used to reduce Employer Contributions, such earnings or losses shall
          include the earnings or losses of the Fund determined in accordance
          with Section 5.07 attributable to such Pre-Tax Contributions and
          Employer Contributions for the calendar year during which the excess
          Pre-Tax Contributions and Employer Contributions were made.

3.08      Profit Sharing Matching Contributions - The Corporation, in its
          complete discretion, may declare a Profit Sharing Matching
          Contribution. The Corporation may establish annual performance
          criteria for when a Profit Sharing Matching Contribution shall be
          made. The Profit Sharing Matching Contribution would be a contribution
          equal to a fixed percentage of the Participant's Pre-Tax Contributions
          for which an Employer Matching Contribution was made under Section
          3.02. The Corporation shall determine the percentage when the Profit
          Sharing Matching Contribution is declared.

               A Participant shall be eligible to receive the Profit Sharing
          Matching Contribution only if he is an Employee of an Employer on the
          last day of the Plan Year for which the Profit Sharing Matching
          Contribution is made. The Corporation or each Employer shall
          contribute to the Plan for the Profit Sharing Matching Contributions
          for its Employees. All Profit Sharing Matching Contributions shall be
          allocated as provided in Section 5.11.


                                       39
<PAGE>



                          INVESTMENT OPTIONS AND FUNDS


4.01      Investment Options -

          4.01(a)   The following investment funds shall be established for
                    purposes of the Plan:
                    (i) Trigon Stock Fund: The Trigon Stock Fund shall be
                    invested primarily in Trigon Stock and such additional
                    assets as directed by the Investment Committee from time to
                    time. The Trustee may purchase and sell Trigon Stock on the
                    open market, from and to the Parent, and in any other manner
                    as the Trustee deems appropriate, consistent with applicable
                    securities laws, ERISA and the IRC.
                    (ii) Other Investment Funds: The Investment Committee shall
                    designate other investment funds from time to time for
                    investment of Participants' Individual Accounts. The
                    Investment Committee shall select the investment funds in
                    accordance with Section 404(c) of ERISA and the regulations
                    thereunder. Special investment funds with respect to assets
                    of plans that are merged into the Plan may be designated
                    pursuant to an applicable Appendix.

          4.01(b)   All Contributions credited to a Participant's Individual
                    Accounts, except for Profit Sharing Matching Contributions,
                    shall be invested in the investment funds elected by the
                    Participant on forms or other means provided for that
                    purpose by the Administrative Committee. If a Participant
                    fails to designate an investment fund, all Contributions
                    except Profit Sharing Matching Contributions shall be
                    invested in the Treasury Money Market Fund or such other
                    investment fund as designated by the Investment Committee.

          4.01(c)   Plan assets may be invested in a short term investment fund
                    or in any other manner deemed appropriate by the Trustee,
                    pending investment in the appropriate investment fund.


                                       40
<PAGE>


          4.01(d)   If investments are to be made among the investment funds,
                    investments shall be made in increments of no less than one
                    percent (1%) in each investment fund.

          4.01(e)   The Investment Committee may impose upon any investment fund
                    such restrictions as may be necessary or appropriate. For
                    example, the Investment Committee may restrict transfers to
                    or from an investment fund, and the Investment Committee may
                    limit the amount of a Participant's Individual Account that
                    may be transferred to or from an investment fund during a
                    specified period of time.

          4.10(f)   If a Participant obtains a loan pursuant to Section 7.07,
                    the Administrative Committee shall establish a segregated
                    account for that Participant. Interest and principal
                    payments by the Participant shall be invested pursuant to
                    the Participant's election.

          4.01(g)   Notwithstanding any provision to the contrary, a
                    Participant's Profit Sharing Matching Contributions Account
                    shall be invested solely in the Trigon Stock Fund.

4.02      Election Procedure - Upon commencing participation, each Participant
          shall make an election before his initial Entry Date regarding the
          investment options in Section 4.01. Further, an Employee electing to
          make a Rollover Contribution or Transfer Contribution prior to the
          time he is eligible to become a Participant shall make an election
          regarding the investment options in Section 4.01 at the time the
          Rollover Contribution or Transfer Contribution is made. Any such
          election shall continue in effect until amended or revoked.

               Any election may be amended or revoked with regard to future
          Contributions as of any payday based on processing schedules and
          procedures as adopted by the Administrative Committee and communicated
          to Participants.


                                       41
<PAGE>


               A Participant may change an investment election applicable to his
          existing Individual Account as of any business day, based on
          processing schedules and procedures as adopted by the Administrative
          Committee and communicated to Participants.

4.03      Investment Accounts -

          4.03(a)   All net income that is earned on investments in an
                    investment fund described in Section 4.01 shall be
                    reinvested by the Trustee in that investment fund. As of
                    each Valuation Date, the Trustee shall determine the current
                    fair market value of each investment fund. As of each
                    Valuation Date, before making adjustments for withdrawals,
                    loans and transfers, the Administrative Committee shall
                    adjust the Individual Accounts invested in that investment
                    fund to reflect the unit value of the investment fund as of
                    that date. The adjustments shall be based on each
                    Participant's closing Individual Account balance invested in
                    the investment fund as of the preceding Valuation Date. The
                    outstanding balance of a Participant's loans described in
                    Section 7.07 will not be included as part of his Account
                    balance for purposes of allocations under this Section 4.03.

          4.03(b)   Separate records for each investment fund shall be
                    maintained for accounting purposes only. A segregation of
                    assets shall not be required, nor shall any Participant have
                    title to any specific assets of investment funds.

4.04      Investment Information To the extent required by applicable law, each
          Participant shall be provided information for each investment fund in
          accordance with Section 404(c) of ERISA and the corresponding
          regulations. With respect to the Trigon Stock Fund, Participants shall
          be provided with all information generally required to be provided to
          shareholders of the Parent.

4.05      Limitations on Directed Investments The Trustee may decline to
          implement a Participant's investment directions if such directions
          would:


                                       42
<PAGE>


          4.05(a)   Result in a prohibited transaction as described in ERISA
                    section 406 or Internal Revenue Code section 4975;

          4.05(b)   Generate taxable income to the Plan or jeopardize its tax
                    qualified status;

          4.05(c)   Not be in accordance with the documents and instruments
                    governing the Plan;

          4.05(d)   Cause a fiduciary to maintain the indicia of ownership in an
                    asset outside jurisdiction of the United States district
                    courts;

          4.05(e)   Result in a loss greater than the balance in the
                    Participant's Individual Account; or

          4.05(f)   Result in certain transactions between the Plan and the
                    Employer or an affiliate of the Employer as designated by
                    the Corporation.

4.06      Application to Beneficiaries and Alternate Payees All Beneficiaries of
          deceased Participants who have Individual Account balances in the Plan
          may direct the investment of their Individual Accounts into any one or
          more of the investment funds offered pursuant to Section 4.01. After
          an Alternate Payee's interest in a Participant's Individual Accounts
          has been finally determined pursuant to Section 13.05, the Alternate
          Payee may direct the investment of the Alternate Payee's Accounts into
          one or more of the investment funds offered pursuant to Section 4.01,
          to the same extent that the Participant could have directed the
          investment of the Individual Accounts.

4.07      Voting, Tender and Exercise of Similar Rights with Respect to Trigon
          Stock

          4.07(a)   A Participant may instruct the Trustee (or its agent) how to
                    vote, tender, or exercise similar rights with respect to the
                    shares of Trigon Stock allocable to the Participant's
                    Individual Account. The Trustee (or its agent) shall hold
                    any voting, tender, or similar instructions it receives from
                    a Participant in the strictest confidence and shall
                    implement and follow procedures sufficient to


                                       43
<PAGE>


                    safeguard the confidentiality of such instructions, except
                    to the extent necessary to comply with Federal or state laws
                    not preempted by ERISA.

          4.07(b)   The Trustee shall vote, tender or exercise similar rights
                    with respect to Trigon Stock for which timely instructions
                    are received according to the Participants' instructions.
                    The Trustee shall vote with respect to shares of Trigon
                    Stock for which timely instructions are not received from
                    Participants in the same proportion as the Trigon Stock for
                    which it has received timely instructions. The Trustee shall
                    not tender or exercise similar rights with respect to shares
                    of Trigon Stock for which timely instructions are not
                    received from Participants, provided that Participants have
                    been instructed that failure to respond shall be deemed to
                    be a direction not to tender or exercise similar rights. In
                    all other circumstances, the Administrative Committee (or
                    its agent) shall direct the Trustee to tender or exercise
                    similar rights with respect to shares of Trigon Stock for
                    which timely instructions are not received from Participants
                    in such manner as the Administrative Committee (or its
                    agent) deems appropriate.

          4.07(c)   The Administrative Committee (or its agent) may assist the
                    Trustee to ensure that all notices, forms, and other
                    information regarding the exercise of voting, tender, or
                    similar rights are distributed to Participants within a
                    reasonable time before voting, tender, or similar rights are
                    to be exercised. Instructions from a Participant must be
                    received by the Trustee in time for the Trustee to act with
                    respect to them.

4.08      Management of the Trigon Stock Fund

          4.08(a)   The Administrative Committee shall implement and follow
                    procedures sufficient to safeguard the confidentiality of
                    information relating to the purchase, holding, and sale of
                    Trigon Stock by Participants, except to the


                                       44
<PAGE>


                    extent necessary to comply with Federal or state laws not
                    preempted by ERISA.

          4.08(b)   If required by law, the Administrative Committee shall
                    appoint an independent fiduciary (within the meaning of
                    applicable Department of Labor regulations) to perform
                    certain functions with respect to the Trigon Stock Fund if
                    the Administrative Committee determines that appointment of
                    an independent fiduciary is necessary because of a potential
                    for undue Employer influence upon Participants with regard
                    to the indirect exercise of shareholder rights with respect
                    to the Trigon Stock Fund.

          4.08(c)   The Trustee shall manage the Trigon Stock Fund in a manner
                    consistent with ERISA, the IRC and applicable securities
                    laws. Consistent with these laws, the Administrative
                    Committee (or its agent) shall implement appropriate
                    procedures, restrictions and limitations with respect to the
                    purchase and sale of Trigon Stock. If the Administrative
                    Committee (or its agent) is not able to execute fully
                    Participants' investment directions at a particular time,
                    the Administrative Committee (or its agent) shall execute
                    the instructions, to the extent possible, in a pro rata
                    manner.


                                       45
<PAGE>


                                    ARTICLE V

                       ALLOCATIONS TO INDIVIDUAL ACCOUNTS


5.01      Individual Accounts - The Administrative Committee shall establish and
          maintain an Individual Account in the name of each Participant to
          which the Administrative Committee shall credit all amounts
          contributed by or on behalf of each such Participant pursuant to
          Article III and shall credit or debit the unit value for income,
          gains, losses or distributions pursuant to Articles IV, V, VI and VII.

5.02      Allocation of After-Tax Contributions - A Participant's After-Tax
          Contributions made to the Plan prior to July 1, 1984, were credited to
          a Participant's After-Tax Contribution Account and shall not be
          subject to withdrawal except as provided in Article VII.

5.03      Allocation of Pre-Tax Contributions - Pre-Tax Contributions, as
          provided in Section 3.01, shall be credited to the Participant's
          Pre-Tax Contribution Account as of the date received by the Trust and
          shall not be subject to withdrawal except as provided in Article VII.

5.04      Allocation of Employer Contributions - The Employer Matching
          Contributions Account of each Participant shall be credited as of the
          date received by the Trust with his allocable share of the Employer
          Matching Contribution made pursuant to Section 3.02.

5.05      Allocation of Deductible Contributions - Deductible Contributions made
          to the Plan prior to January 1, 1987 were credited to the
          Participant's Deductible Account and shall not be subject to
          withdrawal except as provided in Section 7.04.

5.06      Allocation of Rollover Contributions - Rollover Contributions, as
          provided in Section 3.03, shall be credited at fair market value to
          the Participant's Rollover Account as of the date received by the
          Trust and shall be fully vested at all times. Rollover Contributions
          shall share in the investment experience of the Funds pursuant to
          Section 5.07.


                                       46
<PAGE>


5.07      Allocation of Income, Gains and Losses - Each Participant's account
          shall be adjusted as of each Valuation Date to reflect the investment
          experience of the Funds pursuant to Section 4.03.

5.08      Forfeitures - The Administrative Committee shall determine the amount
          of Forfeitures applicable for Participants of each Employer as of each
          Valuation Date by adding together all amounts relinquished through
          terminations of employment pursuant to Section 6.01 since the last
          preceding Valuation Date. From such Forfeitures shall then be
          subtracted an amount necessary (to the extent Forfeitures are
          sufficient) to reinstate a Participant's Employer Matching
          Contributions Account or Profit Sharing Matching Contributions Account
          in accordance with Section 6.01. The balance shall then be held in a
          suspense account until the Plan Year following the Valuation Date on
          which the Forfeiture occurred and be used to reduce the applicable
          Employer's Contribution to the Plan for such Plan Year.

               Notwithstanding the application of Forfeitures as hereinabove
          provided, a Forfeiture, if any, shall be deemed to occur as of the
          last day of the Plan Year following the Plan Year in which the
          Participant's Severance from Service Date occurs.

5.09      Maximum Additions - Notwithstanding any other provisions of the Plan,
          for Plan Years beginning after January 1, 1996, the Total Annual
          Additions made to the Individual Account of a Participant for any
          Limitation Year, when combined with any similar Annual Additions
          credited to the participant for the same period from another qualified
          Deferred Contribution Plan maintained by the Employer or an Affiliate,
          shall not exceed the lesser of:

               (i) $30,000, or

               (ii) 25% of the Participant's compensation (as defined in Code
          section 415(c)(3)).


                                       47
<PAGE>


               If a Participant is covered by one or more Defined Contribution
          Plans maintained by the Employer or an Affiliate, the maximum Annual
          Additions as noted above shall be decreased as determined necessary by
          the Employer, prior to the reduction of such other Defined
          Contribution Plans, to ensure that all such plans will remain
          qualified under the IRC.

               If as of any December 31 Valuation Date corrective adjustments in
          the Annual Additions to any Individual Account are required under this
          Section 5.09, then the following adjustments shall be made. For
          Participants who are employed on the December 31 Valuation Date, the
          Pre-Tax Contribution Account and the Employer Matching Contributions
          Account and Profit Sharing Matching Contributions Account shall be
          reduced on a pro-rata basis. For Participants who are not employed on
          the December 31 Valuation Date, the Employer Matching Contributions
          Account and Profit Sharing Matching Contributions Account shall be
          reduced first and then the Pre-Tax Contribution Account.

               If, (a) as a result of the allocation of forfeitures, (b) a
          reasonable error is made in estimating a Participant's annual Maximum
          Compensation, or (c) under other facts and circumstances which the
          Internal Revenue Service finds justify the availability of these
          rules, any amount withheld or taken from a Participant's Individual
          Account pursuant to the above shall be segregated in the Fund in a
          separate account and applied toward Contributions by the Employer for
          the next Limitation Year in accordance with Section 1.415-6(b)(6)(ii)
          of the regulations under IRC Section 415. Notwithstanding the above,
          any reduction of a Participant's Pre-Tax Contribution Account shall be
          returned to the Participant. Further, the Employer shall reimburse the
          Employee for any reduction in the Employee's After-Tax Contribution
          Account pursuant to this Section 5.09.

5.10      Multiple Plan Participation - For Plan Years beginning before January
          1, 2000, if a Participant is a participant of a Defined Benefit Plan
          maintained by the Employer or an


                                       48
<PAGE>


          Affiliate, the sum of his defined benefit plan fraction and his
          defined contribution plan fraction for any Limitation Year may not
          exceed 1.0.

               For purposes of maximum Annual Additions to Defined Contribution
          Plans, all Defined Contribution Plans, whether or not terminated,
          shall be combined and treated as one (1) plan and all Defined Benefit
          Plans, whether or not terminated, shall be combined and treated as one
          (1) plan.

               For purposes of this Section 5.10, the term "defined contribution
          plan fraction" shall mean a fraction the numerator of which is the sum
          of all of the Annual Additions to the Participant's Individual Account
          under this Plan as of the close of the Limitation Year and the
          denominator of which is the sum of the lesser of the following amounts
          determined for such Limitation Year and for each prior Limitation Year
          of employment with the Employer:

          5.10(a)   the product of 1.25 multiplied by the dollar limitation in
                    effect in Section 5.10(a) for such year determined without
                    regard to IRC Section 415(c)(6); or

          5.10(b)   the product of 1.4 multiplied by an amount determined
                    pursuant to Section 5.09(b) with respect to each individual
                    under the Plan for such Limitation Year.

               For purposes of this Section 5.10, the term, "defined benefit
          plan fraction" shall mean a fraction the numerator of which is the
          Participant's projected annual benefit (as defined in the said defined
          benefit plan) determined as of the close of the Limitation Year and
          the denominator of which is the lesser of:

          5.10(c)   the product of 1.25 multiplied by the dollar limitation in
                    effect pursuant to IRC Section 415(b)(1)(A) for such
                    Limitation Year; or

          5.10(d)   the product of 1.4 multiplied by the amount which may be
                    taken into account pursuant to IRC Section 415(b)(1)(B) with
                    respect to each individual under the Plan for such
                    Limitation Year.


                                       49
<PAGE>


               The limitation on aggregate benefits from a Defined Benefit Plan
          and a Defined Contribution Plan which is contained in IRC Section
          415(e) shall be complied with by a reduction (if necessary) in the
          Participant's benefits under the Defined Benefit Plan(s) [in
          accordance with the provisions of such plan(s)] before a reduction of
          any such Defined Contribution Plan.

5.11      Allocation of Profit Sharing Matching Contributions - The Profit
          Sharing Matching Contributions Account of each Participant shall be
          credited as of the date received by the Trust with his allocable share
          of the Profit Sharing Matching Contribution as determined in Section
          3.08. Profit Sharing Matching Contributions are only allocable to
          Participants who are Employees of an Employer on the last day of the
          Plan Year for which the Profit Sharing Matching Contribution is made.


                                       50
<PAGE>


                                   ARTICLE VI

                            VESTING AND DISTRIBUTIONS


6.01      Vesting - A Participant shall at all times be fully vested in his
          After-Tax Contribution Account, Pre-Tax Contribution Account, Rollover
          Account, Deductible Account, and Transfer Account if provided in the
          adoption agreement or Appendix to the Plan.

          6.01(a)   Any Participant maintaining a credit balance in his Employer
                    Matching Contributions Account, who was actively employed by
                    an Employer or an Affiliate on December 31, 1986, shall
                    hereafter be one hundred percent (100%) vested in his
                    Employer Matching Contributions Account. An Employee
                    initially becoming a Participant on and after January 1,
                    1987, shall have the vested percentage of his Employer
                    Matching Contributions Account or Profit Sharing Matching
                    Contributions Account determined as hereinafter provided in
                    this Section 6.01.

          6.01(b)   A Participant shall be fully vested in his Employer Matching
                    Contributions Account and his Profit Sharing Matching
                    Contributions Account when he dies, incurs a Total and
                    Permanent Disability, is eligible to retire pursuant to the
                    terms of the Plan or attains his Normal Retirement Age.

          6.01(c)   Except as provided in Section 6.01(b), a Participant shall
                    be fully vested in his Employer Matching Contributions
                    Account and his Profit Sharing Matching Contributions
                    Account upon the completion of thirty-six (36) months of
                    Service.

          6.01(d)   Notwithstanding anything contained herein to the contrary,
                    if a Participant's termination of employment occurs because
                    the Employer has eliminated his job function and no
                    alternative job function for which the Participant is
                    reasonably suited by education, training and experience has
                    been offered to such Participant within ninety (90) days
                    thereafter, such Participant shall be


                                       51
<PAGE>


                    deemed one hundred percent (100%) vested in his Employer
                    Matching Contributions Account and Profit Sharing Matching
                    Contributions Account.

          6.01(e)   For purposes of this Section 6.01, employment with any
                    participating Employer shall be deemed employment with any
                    other participating Employer. The transfer of an Employee
                    from one participating Employer to another participating
                    Employer or to an Affiliate shall not constitute a Severance
                    from Service Date and such Participant's Individual Account
                    and Deductible Account shall be maintained until he is
                    thereafter eligible for a distribution in accordance with
                    the terms of the Plan.

          6.01(f)   Upon termination of employment if the vested portion of the
                    Current Balance of the Participant's Individual Account and
                    the Deductible Current Balance of the Deductible Account
                    does not exceed five thousand dollars ($5,000) (including
                    any previous distributions made to the Participant), the
                    Administrative Committee shall direct the Trustee to
                    distribute to the Participant the vested portion of the
                    Current Balance of his Individual Account and the Deductible
                    Current Balance of his Deductible Account in a lump sum as
                    soon as reasonably possible following his termination of
                    employment. If the Current Balance of the Participant's
                    Individual Account and Deductible Current Balance of the
                    Participant's Deductible Account exceeds five thousand
                    dollars ($5,000) (including any previous distributions made
                    to the Participant), the Participant's consent shall be
                    required for any distribution to be made due to his
                    termination of employment. If the Current Balance of a
                    Participant's Individual Account and the Deductible Current
                    Balance of the Participant's Deductible Account at the time
                    of any distribution exceeds five thousand dollars ($5,000)
                    (including any previous distributions made to the
                    Participant), then the Current Balance of his Individual
                    Account


                                       52
<PAGE>


                    and the Deductible Current Balance of his Deductible Account
                    at any time thereafter shall be deemed to exceed five
                    thousand dollars ($5,000) and the Participant's consent
                    shall be required for any distribution to be made due to his
                    termination of employment. If the Participant does not
                    consent to a distribution being made upon his termination of
                    employment, the vested portion of the Current Balance of his
                    Individual Account and the Deductible Current Balance of his
                    Deductible Account shall continue to be held as a part of
                    the Fund until the calendar year in which the Participant
                    attains age 70 1/2, at which time the Administrative
                    Committee shall direct the Trustee to distribute to the
                    Participant the Current Balance held in the Participant's
                    Individual Account and the Deductible Current Balance held
                    in his Deductible Account in accordance with Section 6.08.
                    The Participant shall have the right at any time on or after
                    his termination of employment to elect to have the Current
                    Balance held in his Individual Account and the Deductible
                    Current Balance held in his Deductible Account paid to him
                    in accordance with Section 6.08; provided that any payment
                    of the Deductible Current Balance of the Participant's
                    Deductible Account on or after his Disability Retirement
                    Date shall be subject to the provision of Section 6.05
                    related to such payment. Further, if a terminated
                    Participant dies prior to otherwise electing to commence his
                    benefit hereunder, his Beneficiary shall have the right at
                    any time after the Participant's death to have the Current
                    Balance held in the Participant's Individual Account and the
                    Deductible Current Balance held in the Participant's
                    Deductible Account paid to him in accordance with Section
                    6.08(b).

          6.01(g)   Notwithstanding anything contained in Section 6.01(f) to the
                    contrary, upon termination of employment, a Participant may
                    request the Administrative


                                       53
<PAGE>


                    Committee to transfer the Deductible Current Balance of his
                    Deductible Account to a successor depository. In such event,
                    the Administrative Committee shall notify the Trustee to
                    transfer the Deductible Current Balance of the Participant's
                    Deductible Account to such successor depository as soon as
                    reasonably possible following receipt of such request from
                    the Participant.

          6.01(h)   The vested portion of the Current Balance of the
                    Participant's Individual Account and the Deductible Current
                    Balance of his Deductible Account held on termination of
                    employment shall be subject to the same investment option
                    elections as specified in Article IV. Amounts held upon a
                    Participant's termination of employment as hereinbefore
                    provided shall not be subject to withdrawals or loans in
                    accordance with Article VII. While such amount is being
                    held, it shall share in the adjustment of the unit value as
                    provided in Section 5.07.

          6.01(i)   If the Participant is reemployed prior to receiving payment
                    of his Individual Account and Deductible Account being held
                    hereunder and again becomes a Participant, he shall not be
                    entitled to a distribution hereunder but shall be entitled
                    to a distribution as determined under this Article VI at his
                    subsequent termination of employment for any reason.
                    Further, such a Participant shall once again be eligible for
                    withdrawals and loans as provided in Article VII and
                    investment elections in accordance with Section 4.02.

          6.01(j)   The non-vested portion of the Current Balance of the
                    Participant's Employer Matching Contributions Account and
                    Profit Sharing Matching Contributions Account shall be held
                    in the Participant's Individual Account until the last day
                    of the Plan Year following the Plan Year in which the
                    Participant's Severance from Service Date occurred and shall
                    then be forfeited. The Forfeitures shall


                                       54
<PAGE>


                    be used to reduce the applicable Employer's Contribution to
                    the Plan for such Plan Year or the following Plan Year in
                    accordance with Section 5.08.

          6.01(k)   If a Participant who received a distribution under this
                    Section 6.01 was less than one hundred percent (100%) vested
                    in his Individual Account at his termination of employment,
                    is reemployed prior to incurring five (5) consecutive
                    Severance Periods of twelve (12) consecutive months, and
                    repays the amount of the distribution previously paid to him
                    as a result of his termination of employment prior to the
                    earlier of the completion of five (5) years subsequent to
                    the Employee's Reemployment Date or the close of the first
                    period of five (5) consecutive Severance Periods of twelve
                    (12) consecutive months commencing after the distribution,
                    the amount previously treated as a Forfeiture shall be
                    reinstated by the Employer to his Individual Account. The
                    amount previously treated as a Forfeiture shall be restored,
                    at the Employer's discretion, from the income or gains of
                    the Fund, Forfeitures or from Employer Contributions. A
                    distribution of the entire value of a Participant's
                    Individual Account that is one hundred percent (100%) vested
                    shall not be subject to repayment.

          6.01(l)   If a Participant who did not consent to receive a
                    distribution as a result of his termination of employment
                    pursuant to this Section 6.01 is reemployed prior to
                    incurring five (5) consecutive Severance Periods of twelve
                    (12) consecutive months, the amount previously treated as a
                    Forfeiture shall be reinstated by the Employer to his
                    Employer Matching Contributions Account and Profit Sharing
                    Matching Contributions Account. The amount previously
                    treated as a Forfeiture shall be restored, at the Employer's
                    discretion, from the income or gains of the Fund,
                    Forfeitures or from Employer Contributions.


                                       55
<PAGE>


          6.01(m)   If the vested portion of the Current Balance of a
                    Participant's Individual Account is zero at his date of
                    termination, the Participant shall be deemed to have
                    received a distribution of the vested portion of the Current
                    Balance of his Individual Account and the non-vested portion
                    shall be treated as a Forfeiture as of the Valuation Date
                    coinciding with or next following the date of the deemed
                    distribution. If a Participant who was deemed to receive a
                    distribution is reemployed prior to the occurrence of five
                    (5) consecutive Severance Periods of twelve (12) consecutive
                    months, the amount previously treated as a Forfeiture shall
                    be reinstated by the Employer. The amount previously treated
                    as a Forfeiture shall be restored, at the Employer's
                    discretion, from the income or gains of the Fund,
                    Forfeitures or from Employer Contributions.

          6.01(n)   If a Participant terminated his employment and the
                    non-vested portion of his Employer Matching Contributions
                    Account or Profit Sharing Matching Contributions Account was
                    transferred to a suspense account is reemployed prior to
                    such amount being used to reduce Employer Contributions,
                    then the amount previously transferred to the suspense
                    account as a result of his termination of employment shall
                    be transferred back to the Participant's Employer Matching
                    Contributions Account or Profit Sharing Matching
                    Contributions Account as of the Valuation Date following his
                    reemployment.

6.02      Normal Retirement - Upon the retirement of a Participant at his Normal
          Retirement Date, the Participant shall be eligible to receive the
          Current Balance of his Individual Account and the Deductible Current
          Balance of his Deductible Account. The Administrative Committee shall
          direct the Trustee to distribute to such Participant such amount in
          accordance with Section 6.08 when the Participant elects a
          distribution. Payment shall be made no later than when required under
          Section 6.11.


                                       56
<PAGE>


6.03      Delayed Retirement - Upon the retirement of a Participant at his
          Delayed Retirement Date, the Participant shall be eligible to receive
          the Current Balance of his Individual Account and the Deductible
          Current Balance of his Deductible Account. The Administrative
          Committee shall direct the Trustee to distribute to such Participant
          such amount in accordance with Section 6.08 when the Participant
          elects a distribution. Payment shall be made no later than when
          required under Section 6.11.

6.04      Early Retirement - Upon the retirement of a Participant at his Early
          Retirement Date, the Current Balance of his Individual Account and the
          Deductible Current Balance of his Deductible Account shall continue to
          be held as a part of the Fund. A Participant who retires at his Early
          Retirement Date shall have the right at any time to elect to have the
          Current Balance held in his Individual Account and the Deductible
          Current Balance held in his Deductible Account paid as of his Early
          Retirement Date or any later date, subject to Section 6.11. If the
          Participant makes such an election, the Administrative Committee shall
          direct the Trustee to distribute to such Participant the Current
          Balance held in the Participant's Individual Account and the
          Deductible Current Balance held in his Deductible Account in
          accordance with Section 6.08.

               All assets held on behalf of a Participant pursuant to this
          Section shall continue to be invested pursuant to Article IV and shall
          continue to share in the adjustment of the unit value of the Funds in
          accordance with Section 5.07.

6.05      Disability Retirement - Upon the retirement of a Participant at his
          Disability Retirement Date, the Current Balance of his Individual
          Account and the Deductible Current Balance of his Deductible Account
          shall continue to be held as a part of the Fund. A Participant who
          retires at his Disability Retirement Date shall have the right to
          elect to have the Current Balance held in his Individual Account and
          the Deductible Current Balance of his Deductible Account paid as of
          his Disability Retirement Date or any later date, subject to Section
          6.11. If the Participant makes such an election, the Administrative


                                       57
<PAGE>


          Committee shall direct the Trustee to distribute to such Participant
          the Current Balance held in the Participant's Individual Account and
          the Deductible Current Balance held in his Deductible Account in
          accordance with Section 6.08.

               Notwithstanding anything contained herein to the contrary, for
          purposes of this Section 6.05 as it relates to distribution of a
          Participant's Deductible Account, the term "disability" means an
          incapacity which leaves the Participant unable to engage in any
          substantially gainful activity by reason of any medically determinable
          physical or mental impairment which can be expected to result in death
          or to be of long-continued and indefinite duration. If the Participant
          does not meet the definition of disability as provided in this
          paragraph, his Deductible Account shall continue to be held until the
          time determined under Section 6.11 at which time the Administrative
          Committee shall direct the Trustee to distribute to the Participant
          the Deductible Current Balance held in his Deductible Account in
          accordance with Section 6.08.

               All assets held on behalf of a Participant pursuant to this
          Section shall continue to be invested pursuant to Article IV and shall
          continue to share in the adjustment of the unit value of the Funds in
          accordance with Section 5.07.

6.06      Death Prior to the Commencement of Benefits - Upon the death of (a) a
          Participant on or after attaining his Normal Retirement Age but prior
          to the commencement of his benefit, (b) an active Participant, or (c)
          a vested terminated Participant or retired Participant prior to the
          commencement of his benefit, a death benefit shall be paid and the
          Administrative Committee shall direct the Trustee to distribute the
          benefit in accordance with the following provisions of this Section
          6.06.

          6.06(a)   If the designated Beneficiary is the spouse of the
                    Participant, the Beneficiary may elect to commence the
                    benefit within a reasonable period of time after the
                    Participant's death. In no event may such election be made
                    later than the later of (i) or (ii) following:


                                       58
<PAGE>


                    (i)       December 31 of the calendar year immediately
                              following the calendar year in which the
                              Participant died, or

                    (ii)      December 31 of the calendar year in which the
                              Participant would have attained age seventy and
                              one-half (70 1/2).

                    The benefit may be paid over the life of the Beneficiary or
               over a period certain not extending beyond the life expectancy of
               the designated Beneficiary. At the time the election is made, the
               Administrative Committee shall direct the Trustee to distribute
               the Current Balance of the Participant's Individual Account and
               the Deductible Current Balance of his Deductible Account in
               accordance with Section 6.08. If the spouse dies before the
               distribution begins, then the five (5) year distribution
               requirement of Section 6.06(c) shall apply as if the Beneficiary
               were the Participant.

          6.06(b)   If the benefit is paid to a designated Beneficiary, as
                    defined in IRC Section 401(a)(9)(E) inclusive of Section
                    1.401(a)(9)-1 D-1 and D-2 of the regulations, other than the
                    Participant's spouse, the distribution shall commence no
                    later than December 31 of the calendar year immediately
                    following the calendar year in which the Participant died.
                    The benefit may be paid over the life of the Beneficiary or
                    over a period certain not extending beyond the life
                    expectancy of the designated Beneficiary. The Beneficiary
                    may elect that the benefit be paid at an earlier date. At
                    the time the election is made or the benefit is required to
                    commence, the Administrative Committee shall direct the
                    Trustee to distribute the Current Balance of the
                    Participant's Individual Account and the Deductible Current
                    Balance of his Deductible Account to his Beneficiary in
                    accordance with Section 6.08.

          6.06(c)   If there is no designated Beneficiary, as defined in IRC
                    Section 401(a)(9) inclusive of Section 1.401(a)(9)-1 D-1 and
                    D-2 of the regulations, at the death


                                       59
<PAGE>


                    of the Participant, then distribution of the Participant's
                    entire interest shall be completed by December 31 of the
                    calendar year containing the fifth (5th) anniversary of the
                    Participant's death. The Beneficiary may elect that the
                    benefit be paid at an earlier date. At the time the election
                    is made or the benefit is required to be distributed, the
                    Administrative Committee shall direct the Trustee to
                    distribute the Current Balance of the Participant's
                    Individual Account and the Deductible Current Balance of his
                    Deductible Account to the Beneficiary in accordance with
                    Section 6.08; provided, that the benefit may not be paid in
                    any manner or form which would violate the required
                    distribution requirements of this Section 6.06(c).

          6.06(d)   The benefit payable under the provisions of this Section
                    6.06 may not be paid in any form which would violate the
                    required distribution requirements of Sections 6.06(a),
                    6.06(b) or 6.06(c).

          6.06(e)   Any amount held on a Participant's behalf under this Section
                    6.06 shall continue to be invested pursuant to Article IV
                    and shall continue to share in the adjustment of the unit
                    value of the Funds in accordance with Section 5.07.

6.07      Death After the Commencement of Benefits - Upon the death of a
          Participant who is receiving benefit payments in accordance with
          Section 6.08(c) the provisions of Section 6.08(c) shall control
          concerning any payments upon the death of such Participant. The
          Beneficiary, however, shall have the right to elect that any remaining
          benefit payments be paid under Section 6.08(b). Upon the death of a
          Participant who is receiving benefits, the remaining portion of such
          interest must be distributed at least as rapidly as under the method
          of distribution being used at the date of the Participant's death.

6.08      Method of Payment


                                       60
<PAGE>


          6.08(a)   Application for Benefits - In order to receive a benefit
                    under the Plan, a Participant, his Beneficiary, committee,
                    or next of kin, must make written application therefor on a
                    form or forms provided by the Administrative Committee or
                    through interactive voice response. The Administrative
                    Committee may require that there be furnished to it in
                    connection with such application all information pertinent
                    to any question of eligibility and the amount of any
                    benefit. Benefit payment shall commence as soon as
                    reasonably possible following approval by the Administrative
                    Committee of the Participant's claim for benefits, based on
                    processing schedules and procedures adopted by the
                    Administrative Committee.

                         Each Participant who has attained his Normal Retirement
                    Date, Early Retirement Date or Disability Retirement Date or
                    who has terminated employment and met the age and service
                    requirements for Early Retirement, either prior to or after
                    his termination of employment, shall have the right to
                    request to have his benefit paid under the option
                    hereinafter set forth in Section 6.08(c) in lieu of the
                    benefit otherwise provided for in Section 6.08(b).

                         A Participant who desires to have his benefits paid
                    under the optional form provided in Section 6.08(c) shall
                    make such an election in writing to the Administrative
                    Committee on forms provided by the Administrative Committee
                    or through interactive voice response. An election by a
                    Participant to receive his benefit under Section 6.08(c) may
                    be revoked by such Participant and a new election made in
                    writing to the Administrative Committee or through
                    interactive voice response at any time prior to the
                    commencement of benefits.


                                       61
<PAGE>


          6.08(b)   Normal Form - In the absence of the election of the optional
                    method of payment provided in Section 6.08(c), the benefit
                    shall be paid in a lump sum.

          6.08(c)   Optional Form - In lieu of receiving payment in accordance
                    with Section 6.08(b), a Participant may elect that his
                    benefit be paid in approximately equal monthly, quarterly,
                    semi-annual, or annual installments from the Fund, over a
                    period of years not to exceed the lesser of (i) ten (10)
                    years or (ii) the life expectancy of the Participant and his
                    Beneficiary.

          6.08(d)   If the optional form of payment under this Section 6.08(c)
                    is elected by the Participant, the Current Balance of the
                    Participant's Individual Account and Deductible Current
                    Balance of his Deductible Account from which such
                    installments are to be paid shall be invested pursuant to an
                    investment option as described in Article IV as elected by
                    the Participant to be applicable to such Individual Account
                    and Deductible Account and the Current Balance of his
                    Individual Account and Deductible Current Balance of his
                    Deductible Account shall be invested accordingly. All assets
                    held on behalf of a Participant pursuant to this Section
                    6.08(c) shall continue to share in the adjustment of the
                    unit value of the Funds in accordance with Section 5.07.

                         Notwithstanding the preceding, if the optional form of
                    payment provided in Section 6.08(c) is elected, the
                    Participant may invest in the investment Funds as provided
                    in Section 4.02.

                         Notwithstanding anything contained herein to the
                    contrary, a Participant may elect at any time after the
                    commencement of benefit payments under Section 6.08(c) that
                    any remaining payments be paid to him in a lump sum. If a
                    Participant makes this election, the lump sum payment shall
                    be made to the Participant as soon as reasonably possible
                    following such election.


                                       62
<PAGE>


          6.08(e)   A Participant may elect to have the portion of his
                    Individual Account that is invested in the Trigon Stock Fund
                    paid in whole shares of Trigon Stock, with the value of
                    fractional shares paid in cash, or entirely in cash. For
                    purposes of determining the amount of a cash distribution,
                    Trigon Stock will be valued as of the Valuation Date as of
                    which the distribution is made. If a Participant fails to
                    make an election to be paid in Trigon Stock or cash, the
                    Participant shall be paid in cash. If part or all of a
                    Participant's Account is invested in any investment fund
                    other than the Trigon Stock Fund, that portion of the
                    Account shall be paid in cash and shall be valued as of the
                    Valuation Date as of which the distribution is made.

          6.08(f)   The Corporation does not guarantee that the market value of
                    the Trigon Stock when it is distributed will be equal to its
                    purchase price or that the total amount distributable or
                    withdrawable under the Plan will be equal to or greater than
                    the amount of the Participant's contributions and loans.
                    Each Participant assumes all risk of any decrease in the
                    market value of the Trigon Stock and other assets allocable
                    to his Individual Account in accordance with the provisions
                    of the Plan.

          6.08(g)   Direct Rollover - Notwithstanding any provision of the Plan
                    to the contrary that would otherwise limit a Distributee's
                    election under this Section 6.08(g), a Distributee may
                    elect, at the time and in the manner prescribed by the
                    Committee, to have any portion of an Eligible Rollover
                    Distribution paid directly to an Eligible Retirement Plan
                    specified by the Distributee in a Direct Rollover. Such
                    distribution may commence less than thirty (30) days after
                    the notice required under Section 1.411(a)-11(c) of the
                    Income Tax Regulations is given, provided that (a) the
                    Committee clearly informs the Participant that the
                    Participant has a right to a period of at least thirty (30)


                                       63
<PAGE>


                    days after receiving the notice to consider the decision of
                    whether or not to elect a distribution (and, if applicable,
                    a particular distribution option), and (b) the Participant,
                    after receiving the notice, affirmatively elects a
                    distribution.

                         The Account of a Participant who has been provided the
                    notice specified in IRC Section 402(f) but who makes no
                    election with regard to an Eligible Rollover Distribution
                    within thirty (30) days of receiving such notice shall be
                    distributed directly to the Participant as soon thereafter
                    as is practicable, assuming that the value of the vested
                    Account of such Participant has never exceeded five thousand
                    dollars ($5,000) at any time after it was first
                    distributable.

                         For purposes of this Section 6.08(g), the following
                    definitions shall apply:

                    (i)     Eligible Rollover Distribution - An Eligible
                            Rollover Distribution is any distribution of all or
                            any portion of the balance to the credit of the
                            Distributee, except that an Eligible Rollover
                            Distribution does not include:

                              (A)       any distribution that is one of a series
                                        of substantially equal periodic payments
                                        (not less frequently than annually) made
                                        for the life (or life expectancy) of the
                                        distributee or the joint lives (or joint
                                        life expectancies) of the Distributee
                                        and the Distributee's designated
                                        Beneficiary, or for a specified period
                                        of ten (10) years or more;

                              (B)       any distribution to the extent such
                                        distribution is required under IRC
                                        Section 401(a)(9); and


                                       64
<PAGE>


                              (C)       the portion of any distribution that is
                                        not includible in gross income
                                        (determined without regard to the
                                        exclusion for net unrealized
                                        appreciation with respect to employer
                                        securities).

                    (ii)      Eligible Retirement Plan - An Eligible Retirement
                              Plan is an individual retirement account described
                              in IRC Section 408(a), an individual retirement
                              annuity described in IRC Section 408(b), an
                              annuity plan described in IRC Section 403(a), or a
                              qualified trust described in IRC Section 401(a),
                              that accepts the Distributee's Eligible Rollover
                              Distribution. However, in the case of an Eligible
                              Rollover Distribution to the surviving spouse, an
                              Eligible Retirement Plan is an individual
                              retirement account or individual retirement
                              annuity.

                    (iii)     Distributee - A Distributee includes an Employee
                              or former Employee. In addition, the Employee's or
                              former Employee's surviving spouse and the
                              Employee's or former Employee's spouse or former
                              spouse who is the alternate payee under a
                              qualified domestic relations order, as defined in
                              IRC Section 414(p), are Distributees with regard
                              to the interest of the spouse or former spouse.

                    (iv)      Direct Rollover - A Direct Rollover is a payment
                              by the Plan to the Eligible Retirement Plan
                              specified by the Distributee.

6.09      Maximum Option Payable - If a Participant elects to have his benefit
          paid under Section 6.08(c) and the designated Beneficiary is not the
          spouse of the Participant, the option elected shall be restricted so
          that the minimum distribution incidental benefit requirements of IRC
          Section 401(a)(9) and Treasury Regulation 1.401(a)(9)-2 are met.


                                       65
<PAGE>


6.10      Benefits to Minors and Incompetents - If any person entitled to
          receive payment under the Plan shall be a minor, the Administrative
          Committee, in its discretion, may dispose of such amount in any one or
          more of the following ways:

          (a)       by payment thereof directly to such minor;

          (b)       by application thereof for benefit of such minor;

          (c)       by payment thereof to either parent of such minor or to any
                    adult person with whom such minor may at the time be living
                    or to any person who shall be legally qualified and acting
                    as guardian of the person or the property of such minor;
                    provided only that the parent or adult person to whom any
                    amount is paid has advised the Administrative Committee in
                    writing that he will hold or use such amount for the benefit
                    of such minor.

               If a person entitled to receive payment under the Plan is
          physically or mentally incapable of personally receiving and giving a
          valid receipt for any payment due (unless prior claim therefor shall
          have been made by a duly qualified committee or other legal
          representative), such payment may be made to the spouse, son,
          daughter, parent, brother, sister or other person deemed by the
          Administrative Committee to have incurred expense for such person
          otherwise entitled to payment.

6.11      Payment of Benefits -

          6.11(a)   If a portion of a Participant's Individual Account and
                    Deductible Account which is due and payable under this
                    Article VI, and the Participant has not elected otherwise in
                    accordance with the provisions of the Plan, any payment of
                    benefits or commencement thereof to the Participant shall
                    begin not later than sixty (60) days after the close of the
                    Plan Year in which occurs the later of:

                    (i)       the Participant's having attained his Normal
                              Retirement Age; and

                    (ii)      the termination of service of the Participant


                                       66
<PAGE>


          6.11(b)   Notwithstanding any provision to the contrary, in all
                    events, the payment of benefits shall commence no later than
                    the Participant's required beginning date. A Participant's
                    required beginning date shall be the April 1 of the calendar
                    year following the later of the calendar year in which the
                    Participant attains 70 1/2 or the calendar year in which the
                    Participant terminates employment with an Employer. Life
                    expectancy of the Participant and the Participant's spouse
                    (other than for a life annuity) may be redetermined annually
                    if the Participant so elects for calculation of the amount
                    to be distributed. All payments shall be made to comply with
                    the requirements of IRC Section 401(a)(9).

6.12      Restriction on Distribution of Pre-Tax Contributions - Amounts
          attributable to Pre-Tax Contributions shall not be distributed prior
          to the earliest of one of the following events:

          6.12(a)   The Participant's retirement, death, Total and Permanent
                    Disability, or separation from service;

          6.12(b)   The termination of the Plan without establishment or
                    maintenance of a successor Defined Contribution Plan;

          6.12(c)   The date of the sale or disposition of substantially all of
                    the assets sale of eighty-five percent (85%) of the assets
                    shall be deemed to be substantially all) used by the
                    Employer in its trade or business to an unrelated
                    corporation provided the Employer continues to maintain this
                    Plan and the Participant continues employment with the
                    corporation acquiring such assets;

          6.12(d)   The date of sale or other disposition of the Employer of its
                    interest in a subsidiary to an unrelated entity provided the
                    Employer continues to maintain this Plan and the Participant
                    continues employment with the unrelated entity;

          6.12(e)   The Participant's attainment of age fifty-nine and one-half
                    (591/2); or


                                       67
<PAGE>


          6.12(f)   The Participant's Hardship.

               All distributions shall be subject to the Participant (and
          spousal, if applicable) consent requirements pursuant to IRC Section
          401(a)(11) and 417.

6.13      Special Retirement Opportunity - Notwithstanding the provisions of
          Section 6.04, the following individuals shall be subject to the
          provisions of Section 6.04 as if they had attained the age of
          fifty-five (55) prior to retirement:

               Wallace D. Brooks
               Roderick D. Brown
               Ann L. Burks
               Joyce W. Davis
               Mary D. Davis
               Mary M. Duty
               James L. Gore
               A. Wayne Harris
               John D. Kepliger
               Peggy K. Mawyer
               Floydie M. Peeples
               Leon H. Shelton
               Delores S. Thomas
               Richard T. Willis
               Lettie M. Cooke




                                       68
<PAGE>




                                   ARTICLE VII

                      WITHDRAWALS, REINSTATEMENTS AND LOANS


7.01      Withdrawals Generally - Subject to the terms and conditions set forth
          below, a Participant may withdraw all or a part of the vested interest
          in the Current Balance in his Individual Account. Withdrawal requests
          are considered by the Administrative Committee once a week based on
          processing schedules and procedures adopted by the Administrative
          Committee. Payment of withdrawals shall be made in a lump sum as soon
          as reasonably possible after the Administrative Committee's approval
          of the withdrawal request. Amounts withdrawn may not be repaid. The
          provisions of this Article VII are applicable to withdrawals from a
          Participant's Individual Account. Withdrawals from a Participant's
          Deductible Account are permitted pursuant to Section 7.04.

               Notwithstanding anything in the Plan to the contrary, the
          following provisions shall apply for any withdrawal made pursuant to
          Article VII by an Insider (as defined below). The Insider's Individual
          Account shall be reduced by sub-account in the order provided in the
          applicable section and the investment funds within each sub-account
          shall be reduced pro-rata, except to the extent of amounts invested in
          the Trigon Stock Fund. To the extent amounts are invested in the
          Trigon Stock Fund in any sub-account, all investment funds other than
          the Trigon Stock Fund shall be reduced in full from all such
          sub-accounts prior to the reduction of any amounts from the Trigon
          Stock Fund. For purposes of this section, Insider means a Participant
          who is subject to the reporting and liability provisions of Section 16
          of the Securities Exchange Act of 1934, as amended.

7.02      Withdrawal of After-Tax Contributions - A Participant may withdraw all
          or a portion of his After-Tax Contribution Account attributable to
          After-Tax Contributions by requesting such withdrawal on forms
          provided by the Administrative Committee.


                                       69
<PAGE>


     If a Participant's Individual Account attributable to his After-Tax
Contribution Account is invested in more than one of the Funds, any partial
withdrawal hereunder shall be taken from each such Fund(s) in the same
proportion that the total amount to be withdrawn pursuant to this Section 7.02
bears to the total Current Balance of the Participant's After Tax Contribution
Account. Amounts withdrawn pursuant to this Section 7.02 may not be repaid to
the Fund.

     A Participant may elect to have the portion of his Individual Account
withdrawn hereunder that is invested in the Trigon Stock Fund paid in whole
shares of Trigon Stock, with the value of fractional shares paid in cash, or
entirely in cash. For purposes of determining the amount of a cash distribution,
Trigon Stock will be valued as of the Valuation Date as of which the
distribution is made. If a Participant fails to make an election to be paid in
Trigon Stock or cash, the Participant shall be paid in cash. If part or all of a
Participant's Individual Account is invested in any investment fund other than
the Trigon Stock Fund, that portion of the Account shall be paid in cash and
shall be valued as of the Valuation Date as of which the distribution is made.

7.03      Withdrawal of Rollover Account, Transfer Account and Vested Employer
          Contribution Accounts -

          7.03(a)   A Participant may request a withdrawal of all or a portion
                    of his Rollover Account or the vested portion of his
                    Employer Matching Contributions Account or Profit Sharing
                    Matching Contributions Account held on his behalf. A
                    withdrawal from the Participant's Transfer Account shall be
                    allowed as provided in an adoption agreement or an Appendix
                    to the Plan. A Participant's withdrawal request must
                    identify the desired amount of the Current Balance in such
                    accounts that he wishes to withdraw. A Participant must
                    first exhaust his Rollover Account and then his Transfer
                    Account, if applicable, before making a withdrawal from his
                    Employer Matching


                                       70
<PAGE>


                    Contributions Account. A Participant must exhaust his
                    Employer Matching Contributions Account before making a
                    withdrawal from his Profit Sharing Matching Contributions
                    Account. Further, withdrawals from a Participant's Transfer
                    Account, Employer Matching Contributions Account or Profit
                    Sharing Matching Contributions Account shall not include
                    those employer contributions under the transfer plan or
                    Employer Contributions which have been deposited in the Fund
                    in the current Plan Year and the two (2) previous Plan
                    Years.

          7.03(b)   Any withdrawal under this Section 7.03 shall not be
                    available until the Participant has first exhausted by
                    withdrawal the balance of his entire account under the
                    provisions of Section 7.02.

          7.03(c)   If a Participant's Individual Account attributable to his
                    Rollover Account, Transfer Account and Employer Matching
                    Contributions Account is invested in more than one of the
                    Funds as provided in Article IV, any partial withdrawal
                    hereunder shall be taken from each such Fund in the same
                    proportion that the total amount to be withdrawn pursuant to
                    this Section 7.03 bears to the total Current Balance of the
                    Participant's Rollover Account, Transfer Account and/or
                    Employer Matching Contributions Account.

          7.03(d)   Amounts withdrawn pursuant to this Section 7.03 may not be
                    repaid to the Fund.

          7.03(e)   A Participant may elect to have the portion of his
                    Individual Account withdrawn hereunder that is invested in
                    the Trigon Stock Fund paid in whole shares of Trigon Stock,
                    with the value of fractional shares paid in cash, or
                    entirely in cash. For purposes of determining the amount of
                    a cash distribution, Trigon Stock will be valued as of the
                    Valuation Date as of which the distribution is made. If a
                    Participant fails to make an election to be paid


                                       71
<PAGE>


                    in Trigon Stock or cash, the Participant shall be paid in
                    cash. If part or all of a Participant's Individual Account
                    is invested in any investment fund other than the Trigon
                    Stock Fund, that portion of the Account shall be paid in
                    cash and shall be valued as of the Valuation Date as of
                    which the distribution is made.

7.04      Withdrawal of Deductible Account - A Participant may request a
          withdrawal of all of the Deductible Current Balance of his Deductible
          Account. A withdrawal from a Participant's Deductible Account may be
          made independent of and without interrupting a Participant's
          participation in other aspects of the Plan. Payment of such amount
          shall be in a lump sum and shall be made as soon as reasonably
          possible after the Administrative Committee receives the withdrawal
          request.

7.05      Withdrawals at Age 59 1/2 Effective March 7, 1997, a Participant who
          has attained the age of fifty-nine and one-half (59 1/2) may request a
          withdrawal of all or a portion of his vested Individual Account.


          7.05(a)   Any withdrawal under this Section 7.05 shall be made so that
                    the withdrawal reduces the Current Balance of the
                    Participant's sub-accounts in the following order:

                    (1)       After-Tax Contribution Account;

                    (2)       Rollover Account;

                    (3)       vested portion of the Participant's Transfer
                              Account;

                    (4)       vested portion of the Participant's Employer
                              Matching Contributions Account;

                    (5)       Pre-tax Contribution Account; and

                    (6)       vested portion of the Participant's Profit Sharing
                              Matching Account.

          7.05(c)   If a Participant's Individual Account is invested in more
                    than one of the investment funds, any partial withdrawal
                    under this Section 7.05 from the


                                       72
<PAGE>


                    Participant's After-Tax Contribution Account, Rollover
                    Account, Transfer Account, Employer Matching Contributions
                    Account, and Pre-Tax Contribution Account shall be taken
                    from each such investment fund in the same proportion that
                    the total amount to be withdrawn from such accounts bears to
                    the total Current Balance in the account from which the
                    withdrawal is taken.

          7.05(d)   A Participant may elect to have the portion of his
                    Individual Account withdrawn hereunder that is invested in
                    the Trigon Stock Fund paid in whole shares of Trigon Stock,
                    with the value of fractional shares paid in cash, or
                    entirely in cash. For purposes of determining the amount of
                    a cash distribution, Trigon Stock will be valued as of the
                    Valuation Date as of which the distribution is made. If a
                    Participant fails to make an election to be paid in Trigon
                    Stock or cash, the Participant shall be paid in cash. If
                    part or all of a Participant's Individual Account is
                    invested in any investment fund other than the Trigon Stock
                    Fund, that portion of the Account shall be paid in cash and
                    shall be valued as of the Valuation Date as of which the
                    distribution is made.

          7.05(e)   Amounts withdrawn pursuant to this Section 7.05 may not be
                    repaid to the Trust Fund.

7.06      Hardship Withdrawal - Upon the written request of a Participant with
          proof of Hardship as determined by the Administrative Committee, a
          Participant shall be allowed to withdraw all or a portion of the
          Current Balance of his After-Tax Contribution Account, Pre-Tax
          Contribution Account, Rollover Account, and the vested portions of his
          Employer Matching Contributions Account, Profit Sharing Matching
          Contributions Account and Transfer Account.


                                       73
<PAGE>


               Withdrawals made pursuant to this Section 7.06 shall be made so
          that any distribution will reduce, in the following order, a
          Participant's After-Tax Contribution Account, Rollover Account, the
          vested portion of his Transfer Account, if applicable, the vested
          portion of his Employer Matching Contributions Account, his Pre-Tax
          Contribution Account, inclusive of the investment gains on Pre-Tax
          Contributions earned through December 31, 1988, and lastly, his Profit
          Sharing Matching Contributions Account. Notwithstanding the preceding,
          effective January 1, 1989, any withdrawal hereunder from Pre-Tax
          Contribution Accounts shall be limited to Employee deferrals
          attributable to such Pre-Tax Contribution Accounts and not be
          available from investment gains earned on and after January 1, 1989,
          on such Pre-Tax Contributions. Withdrawals occasioned pursuant to this
          Section 7.06 shall not invoke a forfeiture of a Participant's Employer
          Matching Contributions Account or Profit Sharing Matching
          Contributions Account or bar a Participant from future Pre-Tax
          Contributions hereunder. If a Participant's Individual Account is
          invested in more than one investment Fund as provided in Article IV,
          any partial withdrawal hereunder from a Participant's After-Tax
          Contribution Account, Rollover Account, the vested portion of his
          Employer Matching Contributions Account, the vested portion of his
          Profit Sharing Matching Contributions Account, Transfer Account, or
          his Pre-Tax Contribution Account shall be taken from each such Fund in
          the same proportion that the total amount to be withdrawn from such
          accounts bears to the total Current Balance in the account from which
          the withdrawal arises. Amounts withdrawn for Hardship from the portion
          of the Participant's Individual Account that is invested in the Trigon
          Stock Fund shall be paid in cash.

               Amounts withdrawn pursuant to this Section 7.06 may not be repaid
          to the Fund.

7.07      Loans - Upon written application of a Participant, the Administrative
          Committee may direct that a loan from the Fund be made to the
          Participant. Loan requests shall be processed once a week based on
          processing schedules and procedures as adopted by


                                       74
<PAGE>


          the Administrative Committee and communicated to Participants. In
          order to apply for a loan, a Participant shall complete a loan
          application form provided by the Administrative Committee and provide
          any additional documentation or financial information which the loan
          request form or Administrative Committee requests. The application for
          a loan, approval or denial of the loan and the resulting loan must be
          made in accordance with the following requirements:

          7.07(a)   Loans shall be made available to Participants who are
                    parties in interest, as such term is defined in ERISA
                    Section 3(14), and who are Employees in a uniform and
                    nondiscriminatory manner with all Participants in similar
                    circumstances being treated alike. In no event shall any
                    discretionary power in granting or refusing a loan be
                    applied so as to discriminate in favor of any Highly
                    Compensated Employee or former Highly Compensated Employee.

          7.07(b)   In approving or denying a loan request by a Participant,
                    consideration shall only be given to the factors which would
                    be considered in a normal commercial setting by an entity in
                    the business of making similar types of loans based on the
                    Participant's creditworthiness determined on the basis that
                    the semi-monthly repayment amount on any loan may not exceed
                    fifteen percent (15%) of the Participant's semi-monthly
                    gross pay.

          7.07(c)   Upon receipt of a completed loan application, the
                    Administrative Committee shall review the application and
                    notify the Participant in a reasonable period of time
                    whether the loan has been approved or denied.

          7.07(d)   The amount of any such loan from the Fund shall be limited
                    to no more than the amount the Participant would be entitled
                    to receive from his Pre-Tax Contribution Account, Rollover
                    Account, and vested Employer Matching Contributions Account
                    and Transfer Account pursuant to the provisions of Section
                    6.01 if he terminated his employment as of such date. A


                                       75
<PAGE>


                    Participant's Profit Sharing Matching Contributions Account
                    is not available for a Loan.

          7.07(e)   The maximum permissible loan available in any Plan Year from
                    all qualified plans of the Employer shall not exceed the
                    lesser of:

                    (i)       fifty thousand dollars ($50,000) reduced by the
                              excess (if any) of:

                              (A)       the highest outstanding balance of loans
                                        from the Plan during the one (1) year
                                        period ending on the day before the date
                                        on which the loan was made, over

                              (B)       the outstanding balance of loans from
                                        the Plan on the date on which such loan
                                        was made, or

                    (ii)      fifty percent (50%) of the vested portion of the
                              Current Balance of the Participant's Individual
                              Account which he would have been entitled to
                              pursuant to the provisions of Section 6.01,
                              assuming the Participant terminated on the day the
                              loan was approved by the Administrative Committee.

          7.07(f)   Any loan made pursuant to this Section must generally be
                    repaid within a period not to exceed (5) years. However, the
                    Administrative Committee, in its discretion, may grant a
                    loan, the purpose of which is the acquisition of the primary
                    residence of the Participant. In such event, the repayment
                    period may be up to ten (10) years. The period of repayment
                    for any loan shall be arrived at by mutual agreement between
                    the Administrative Committee and the Participant. Except as
                    may be provided in regulations, each loan to which this
                    Section applies must provide for a substantially level
                    amortization of the loan with payments being made not less
                    frequently than quarterly.

          7.07(g)   The method of timing for repayment of any loan hereunder
                    shall be determined at the time the loan is made and a copy
                    shall be kept with the


                                       76
<PAGE>


                    promissory note. Repayment of any loan shall be by payroll
                    deduction or by a lump sum payment. Notwithstanding the
                    preceding, if a Participant is on a leave of absence and is
                    not receiving Compensation from the Employer, he shall be
                    permitted to make loan payments by personal check on the
                    dates the loan payments otherwise would be due. A
                    Participant who is on a leave of absence from the Employer,
                    not longer than one (1) year, either without compensation or
                    with compensation (after income and employment tax
                    withholding) that is less than the amount of his loan
                    payment, does not have to make loan payments while on the
                    leave of absence. At the end of the leave of absence (or, if
                    earlier, after the first year of leave), the Participant
                    must make arrangements with the Administrative Committee to
                    repay the loan in full, including accrued interest for the
                    period during which loan payments were not made, by the
                    latest date permitted in Section 7.07(f). Also, each loan
                    payment due after the end of the leave (or, if earlier,
                    after the first year of leave) must be at least equal to the
                    amount of each loan payment required under the terms of the
                    original loan.

          7.07(h)   Interest on any loan hereunder shall be based on a
                    reasonable rate of interest being charged in Richmond,
                    Virginia, which shall be deemed to be one hundred (100)
                    basis points above the prime rate listed in the Wall Street
                    Journal, as determined by the Administrative Committee as of
                    the second to last business day of the month preceding the
                    month in which the loan application is made. The interest
                    rate, once fixed, shall remain in effect for the duration of
                    the loan.

          7.07(i)   All loans shall be evidenced by a promissory note and such
                    note shall be held as an asset of the Fund in a segregated
                    account applicable to the Participant to whom the loan is
                    granted. The loan shall be collateralized with


                                       77
<PAGE>


                    the vested portion of the Current Balance of the
                    Participant's Individual Account; however, in no event shall
                    more than fifty percent (50%) of the vested portion of the
                    Participant's Individual Account be used as collateral.

          7.07(j)   The Administrative Committee shall have the discretion to
                    establish a fair and equitable policy regarding the
                    administration of loan within the Plan. In establishing this
                    policy, to the extent practicable, the Participant's
                    Individual Account will be reduced in the following order,
                    with such account balances thereafter reflected in the form
                    of a promissory note held by the Trustee on behalf of the
                    Participant:

                         Order of Individual Account Reduction
                         -------------------------------------

                         Pre-Tax Contribution Account
                         Rollover Account
                         Transfer Account
                         Employer Matching Contributions Account

                         The Participant's Individual Account shall be reduced
                    in the order shown above, and the investment funds within
                    each sub-account shall be reduced on a pro-rata basis.

          7.07(k)   All payments by a Participant representing interest shall be
                    considered as investment income of the Fund applicable to
                    the Participant.

          7.07(l)   All payments by a Participant representing principal shall
                    be used to reduce the outstanding balance of the loan and
                    principal and interest payments shall be credited to the
                    other investment accounts as may be chosen by the
                    Participant with respect to future Contributions to the
                    Plan.

          7.07(m)   No distribution shall be made to or by any Participant or
                    Beneficiary of a Participant unless and until all unpaid
                    loans, including accrued interest thereon, have been
                    liquidated. In the event of the death, retirement or
                    termination of employment of a Participant prior to the time
                    the loan is repaid,


                                       78
<PAGE>


                    or failure to comply with any terms of the loan, the loan
                    shall be considered to be in default and the balance of such
                    loan shall become due and payable with such repayment being
                    satisfied (i) by satisfying the indebtedness from the amount
                    held in the Participant's Individual Account before making
                    payments to the Participant or his Beneficiary, (ii) by an
                    adjustment to any outstanding payroll due to the
                    Participant, and, lastly, (iii) from any other assets of the
                    Participant.

                         A loan shall be deemed to be in default as of the end
                    of a calendar year if at that time loan payments have not
                    been made on the scheduled due dates for a period of three
                    (3) or more consecutive calendar months. At the time the
                    loan is considered to be in default, the outstanding loan
                    balance and the interest thereon shall be treated as a
                    taxable distribution to the Participant and reported to the
                    Participant and the Internal Revenue Service for such
                    calendar year.

                         A loan shall be deemed to be in default if, at the end
                    of a calendar quarter, loan repayments are three (3) or more
                    months in arrears. The outstanding balance and accrued
                    interest thereon of a defaulted loan shall be a "deemed
                    distribution" to the Participant and reported as taxable
                    income to the Participant and the Internal Revenue Service
                    for such calendar year.

          7.07(n)   No loan shall be granted to a Participant unless the
                    Participant consents, in writing, that in the event of
                    default of the loan, the outstanding loan balance and any
                    interest credited pursuant to the loan thereafter shall be
                    deemed a taxable distribution to the Participant. Such
                    written consent shall be of the type and manner intended to
                    satisfy the requirements of IRC Section 411(a)(11) and shall
                    be specified in the promissory note.


                                       79
<PAGE>


          7.07(o)   No more than one (1) Plan loan per Participant may be
                    outstanding at any time.

          7.07(p)   No loan shall be granted for less than one thousand dollars
                    ($1,000.00).

          7.07(q)   Loan repayments will be suspended under this Plan to the
                    extent required under the Uniformed Services Employment and
                    Reemployment Rights Act of 1994 ("USERRA") and the special
                    rules relating to veterans' reemployment rights under USERRA
                    pursuant to Code section 414 (u)(4).


                                       80
<PAGE>


                                  ARTICLE VIII

                                     FUNDING


8.01      Contributions - Contributions as provided for in Article III shall be
          paid over to the Trustee within a reasonable time following the time
          such Contributions were withheld from the Participant's Compensation
          or made by the Employer and, in no event, later than the time required
          under ERISA. All Contributions by the Employer shall be irrevocable,
          except as herein provided. On receipt of Contributions, the Trustee
          shall manage and administer the funds so received in accordance with
          the provisions of the Plan.

8.02      Trustee - The Corporation will enter into an agreement with the
          Trustee whereunder the Trustee will receive, invest and administer as
          a trust fund Contributions made under this Plan in accordance with the
          Trust Agreement. The Trustee shall, in accordance with the terms of
          the Trust Agreement, accept and receive all sums of money paid to it
          from time to time by the Employer.

               The Trust Agreement is attached hereto and incorporated by
          reference as a part of the Plan, and the rights of all persons
          hereunder are subject to the terms of the Trust Agreement. The Trust
          Agreement specifically provides, among other things, for the
          investment and reinvestment of the Fund and the income thereof, the
          management of the Fund, the responsibilities and immunities of the
          Trustee, removal of the Trustee and appointment of a successor,
          accounting by the Trustee and the disbursement of the Fund.

               The Trustee shall establish and maintain investment funds in
          accordance with the provisions of Article IV. Contributions shall be
          allocated to and invested as part of the appropriate investment funds
          as directed by the Investment Committee. Assets shall be transferred
          from one investment fund to another as directed by the Investment
          Committee to maintain the investment division desired by the
          Participants.


                                       81
<PAGE>


8.03      Exclusive Benefit - No part of the corpus or income of the Fund shall
          be used for or diverted to purposes other than for the exclusive
          benefit of Participants and their Beneficiaries or for payment of
          expenses of operating the Plan and Fund as provided in Section 13.03,
          nor shall any part thereof be recoverable to the Employee except as
          provided in Section 13.06.


                                       82
<PAGE>


                                   ARTICLE IX

                                   FIDUCIARIES


9.01      General - Each Fiduciary who is allocated specific duties or
          responsibilities under the Plan or any Fiduciary who assumes such a
          position with respect to the Plan shall discharge his duties solely in
          the interest of Participants and Beneficiaries and for the purpose of
          providing such benefits as stipulated herein to such Participants and
          Beneficiaries, or defraying the operating expenses of the Plan and
          Fund as provided in Section 13.03. Each Fiduciary in carrying out such
          duties and responsibilities shall act with the care, skill, prudence,
          and diligence under the circumstances then prevailing that a prudent
          man acting in a like capacity and familiar with such matters would use
          in exercising such authority or duties.

               A Fiduciary may serve in more than one Fiduciary capacity and may
          employ one or more persons to render advice with regard to his
          Fiduciary responsibilities. All expenses reasonably incurred by a
          Fiduciary on behalf of the Plan and Trust shall be reimbursed by the
          Corporation or, at the Corporation's direction in accordance with
          Section 13.03, from the Fund by the Trustee.

               A Fiduciary may allocate any of his responsibilities for the
          operation and administration of the Plan. In limitation of this right,
          a Fiduciary may not allocate any responsibilities as contained herein
          relating to the management or control of the Fund except through the
          employment of an Investment Manager as provided in Section 9.03 and in
          the Trust Agreement relating to the Fund.

9.02      Corporation - The Corporation established and maintains the Plan for
          the benefit of its Employees and of necessity retains control of the
          operation and administration of the Plan. The Corporation in
          accordance with specific provisions of the Plan has, as herein
          indicated, delegated certain of these rights and obligations to the
          Trustee the


                                       83
<PAGE>


          Administrative Committee and the Investment Committee and these
          parties shall be solely responsible for these, and only these,
          delegated rights and obligations.

               The Corporation shall supply such full and timely information for
          all matters relating to the Plan as (a) the Investment Committee, (b)
          the Administrative Committee, (c) the Trustee, and (d) the accountant
          engaged on behalf of the Plan by the Corporation may require for the
          effective discharge of their respective duties.

9.03      Trustee - The Trustee, in accordance with the Trust Agreement, shall
          have exclusive authority and discretion to manage and control the
          Fund, except that the Corporation may in its discretion direct the
          Trustee with regard to investments to be made or employ at any time
          and from time to time an Investment Manager, with respect to all or a
          designated portion of the assets comprising the Fund, in which case
          the Corporation or Investment Manager, as may be applicable, shall
          have complete control and responsibility over all matters pertaining
          to the investment of such assets as so directed.

9.04      Administrative Committee - The Corporation shall appoint a committee
          of not less than three (3) persons to hold office during the pleasure
          of the Corporation, such committee to be known as the Administrative
          Committee. The Administrative Committee shall choose from among its
          members a chairman and a secretary. Any action of the Administrative
          Committee shall be determined by the vote of a majority of its
          members. Either the chairman or the secretary may execute any
          certificate or other written direction on behalf of the Administrative
          Committee.

               The Administrative Committee shall hold meetings upon such
          notice, at such place or places and at such time or times as the
          Administrative Committee may from time to time determine. The chairman
          or any two (2) members may call meetings. A majority of the members of
          the Administrative Committee at the time in office shall constitute a
          quorum for the transaction of business.


                                       84
<PAGE>


               In accordance with the provisions hereof, the Administrative
          Committee has been delegated certain administrative functions relating
          to the Plan with all powers necessary to enable it to properly carry
          out such duties. The Administrative Committee shall have no power in
          any way to modify, alter, add to or subtract from, any provisions of
          the Plan. The Administrative Committee shall have the duty and
          discretionary authority to construe the Plan and to determine all
          questions that may arise thereunder relating to (a) the eligibility of
          individuals to participate in the Plan, (b) the amount of benefits to
          which any Participant or Beneficiary may become entitled hereunder and
          (c) any situation not specifically covered by the provisions of the
          Plan. All disbursements by the Trustee, except for the payment of
          operating expenses of the Plan and Fund at the direction of the
          Corporation as provided in Section 13.03, shall be made upon, and in
          accordance with, the written directions of the Administrative
          Committee. When the Administrative Committee is required in the
          performance of its duties hereunder to administer or construe, or to
          reach a determination, under any of the provisions of the Plan, it
          shall do so in a uniform, equitable and nondiscriminatory basis. The
          Administrative Committee may delegate certain duties as specified
          herein as provided in Section 9.01.

               After the close of each calendar quarter in the Plan Year or more
          frequently as determined by the Administrative Committee, the
          Administrative Committee shall distribute to each Participant a
          statement setting forth a summary of his and his Employer's
          Contributions and the Current Balance in his Individual Account and
          Deductible Current Balance of his Deductible Account.

               The Administrative Committee shall establish rules and procedures
          to be followed by Participants and Beneficiaries in filing
          applications for benefits and for furnishing and verifying proofs
          necessary to establish age, Service, Years of Service and any other
          matters required in order to establish their rights to benefits in
          accordance with the Plan.


                                       85
<PAGE>


9.05      Investment Committee - Investment Committee means the committee, as
          specified in the Trust Agreement, as constituted from the time to time
          which has the responsibility for allocating the assets of the Fund
          among the separate accounts and any Trustee investment accounts, for
          monitoring the diversification of the investment of the Fund in
          foreign securities and of maintaining the custody of foreign
          investments abroad, for assuring that the Plan does not violate any
          provisions of ERISA limiting the acquisition or holding of "employer
          securities" or "employer real property" and for the appointment and
          removal of Investment Managers.

9.06      Claims Procedures - The Administrative Committee shall receive all
          applications for benefits. Upon receipt by the Administrative
          Committee of such an application, it shall determine all facts that
          are necessary to establish the right of an applicant to benefits under
          the provisions of the Plan and the amount thereof as herein provided.
          Upon request, the Administrative Committee will afford the applicant
          the right of a hearing with respect to any finding of fact or
          determination. The applicant shall be notified in writing of any
          adverse decision with respect to his claim within ninety (90) days
          after its submission. The notice shall be written in a manner
          calculated to be understood by the applicant and shall include:


          9.06(a)   the specific reason or reasons for the denial;

          9.06(b)   specific references to the pertinent Plan provisions on
                    which the denial is based;

          9.06(c)   a description of any additional material or information
                    necessary for the applicant to perfect the claim and an
                    explanation why such material or information is necessary;
                    and

          9.06(d)   an explanation of the Plan's claim review procedures.

               If special circumstances require an extension of time for
          processing the initial claim, a written notice of the extension and
          the reason therefor shall be furnished to the


                                       86
<PAGE>


          claimant before the end of the initial ninety (90) day period. In no
          event shall such extension exceed ninety (90) days.

               In the event a claim for benefits is denied or if the applicant
          has had no response to such claim within ninety (90) days of its
          submission (in which case the claim for benefits shall be deemed to
          have been denied), the applicant or his duly authorized
          representative, at the applicant's sole expense, may appeal the denial
          to the Administrative Committee within sixty (60) days of the receipt
          of written notice of denial or sixty (60) days from the date such
          claim is deemed to be denied. In pursuing such appeal the applicant or
          his duly authorized representative:

          9.06(e)   may request in writing that the Administrative Committee
                    review the denial;

          9.06(f)   may review pertinent documents; and

          9.06(g)   may submit issues and comments in writing.

               The decision on review shall be made within sixty (60) days of
          receipt of the request for review, unless special circumstances
          require an extension of time for processing, in which case a decision
          shall be rendered as soon as possible, but not later than one hundred
          twenty (120) days after receipt of a request for review. If such an
          extension of time is required, written notice of the extension shall
          be furnished to the claimant before the end of the original sixty (60)
          day period. The decision on review shall be made in writing, shall be
          written in a manner calculated to be understood by the claimant, and
          shall include specific references to the provisions of the Plan on
          which such denial is based. If the decision on review is not furnished
          within the time specified above, the claim shall be deemed denied on
          review.

9.07      Records - All acts and determinations of the Administrative Committee
          shall be duly recorded by the secretary thereof and all such records,
          together with such other documents as may be necessary in exercising
          its duties under the Plan shall be preserved in the custody of such
          secretary. Such records and documents shall at all


                                       87
<PAGE>


          times be open for inspection and for the purpose of making copies by
          any person designated by the Corporation. The Administrative Committee
          shall provide such timely information, resulting from the application
          of its responsibilities under the Plan, as needed by the Trustee and
          the accountant engaged on behalf of the Plan by the Corporation, for
          the effective discharge of their respective duties.

9.08      Missing Persons - The Administrative Committee shall direct the
          Trustee to make a reasonable effort to locate all persons entitled to
          benefits under the Plan; however, notwithstanding any provision in the
          Plan to the contrary, if, after a period of five (5) years from the
          date such benefit shall be due, any such persons entitled to benefits
          have not been located, their rights under the Plan shall be construed
          as if the Participant had died. Before this provision becomes
          operative, the Trustee shall send a certified letter to all such
          persons at their last known address advising them that their interest
          or benefits under the Plan shall be so construed. Any such amounts
          shall be held by the Trustee for a period of three (3) additional
          years (or a total of eight (8) years from the time the benefits first
          become payable). If no distributee can be found, then any unclaimed
          benefits shall be dealt with according to the laws of the Commonwealth
          of Virginia pertaining to abandoned intangible personal property held
          in a fiduciary capacity.

9.09      Maintenance of Individual Accounts, Deductible Accounts and Plan
          Operations - It shall be the duty of the Administrative Committee or
          such person as it may designate to maintain an up-to-date record of
          all transactions pursuant to each Participant's Individual Account and
          Deductible Account and to process all other day-to-day operations of
          the Plan including: the enrollment of Participants; the distribution
          of booklets, notices and other information regarding the Plan;
          maintaining Beneficiary designation forms; explaining the optional
          forms of benefit payouts which may be elected by a Participant under
          the Plan; and communicating all other matters relating to
          participation and entitlement to benefits to the Participants, the
          accountant and


                                       88
<PAGE>


          other entities performing services for the Plan as may be necessary to
          enable them to discharge their duties in a uniform, equitable and
          nondiscriminatory manner with regard to all Participants or
          Beneficiaries under similar circumstances.

9.10      Disclosure - The Administrative Committee shall see that descriptions
          of the Plan are prepared for filing with the Department of Labor and
          shall make available to Participants and Beneficiaries receiving
          benefits under the Plan a summary of the Plan at such place and at
          such times as may be required by federal statutes and regulations
          issued thereunder.

               The Administrative Committee shall arrange for the preparation
          and filing of such annual reports, including financial statements of
          the Plan's assets and liabilities, schedules, receipts and
          disbursements and changes in financial position in such form, at such
          place and at such times as may be required by federal statutes and
          regulations.

               The Administrative Committee shall furnish annually to all
          Participants and Beneficiaries receiving benefits under the Plan a
          copy of a summary of the financial statement of the Plan's assets and
          liabilities and schedules of receipts and disbursements and such other
          material as is necessary to fairly summarize the latest annual report
          at such times and to the extent required by federal statutes and
          regulations.

               The Administrative Committee shall also make available, at its
          principal office, copies of the Plan, the Trust Agreement, copies of
          any contracts relating to the Plan, descriptions of the Plan, and
          annual reports for examination by any Participant or Beneficiary. Upon
          written request of any Participant or Beneficiary receiving benefits
          under the Plan, the Administrative Committee shall furnish him a copy
          of the latest Plan description, summary plan description, latest
          annual report and a copy of the Plan and


                                       89
<PAGE>


          Trust Agreement. The Administrative Committee may make a reasonable
          charge for the costs of furnishing copies of such documents.

9.11      Annual Accountings - The Corporation shall engage, on behalf of all
          Participants, an independent qualified public accountant to certify
          and render an opinion that the financial statements and schedules
          prepared in conjunction with the Plan are presented fairly and are in
          conformity with generally accepted accounting principles consistently
          applied. Where assets of the Plan are held by a bank, supervised and
          subject to periodic examination by a state or federal agency, which
          bank prepares information concerning the assets of the Plan and
          certifies that such information is accurate and the information is
          made a part of the annual report, the accountant may rely on such
          statements as accurate. If the assets are held by a bank, the
          Corporation may delegate the responsibility for preparation of such
          statements to the bank and may delegate the responsibility for the
          preparation of such other forms and reports to such entity as it shall
          select.

9.12      Funding Policy - The Corporation in consultation with the Investment
          Committee, Trustee and Investment Manager, where applicable, shall
          establish a funding policy and method to carry out the objectives of
          the Plan. To formulate and maintain such policy, the Corporation, the
          Trustee, the Investment Committee, the Investment Manager, where
          applicable, and such other persons as may be designated by the
          Corporation shall consult at least annually and more frequently if
          necessary, to review the short- and long-range financial needs of the
          Plan, the anticipated level of annual contributions and any material
          changes thereto occurring during the year. The results of such annual
          consultations shall be documented by the Corporation or its designee.


                                       90
<PAGE>


9.13      Indemnification of Fiduciaries - Each member of the Board, and each
          other employee of the Corporation who is determined to be a Fiduciary
          under the terms of ERISA with respect to the Plan, shall be
          indemnified by the Corporation against liability imposed on him and
          against all expenses and costs which may be reasonably incurred by him
          in connection with or resulting from any action, suit or proceeding,
          or any claim against him, if he shall have been made a party to such
          action, suit or proceeding, or such claim shall have been made by
          reason of his being or having been a Fiduciary with respect to the
          Plan. In the case of a settlement of any such action, proceeding or
          claim before a final adjudication thereof, the right of
          indemnification shall exist only to the extent that the Corporation
          shall have consented to the settlement.

9.14      Equitable Allocations - The Administrative Committee shall establish
          accounting procedures for the purpose of making allocations,
          valuations and adjustments to Individual Accounts and Deductible
          Accounts. Should the Administrative Committee determine that the
          strict application of its accounting procedures will not result in an
          equitable and nondiscriminatory allocation among Individual Accounts
          and Deductible Accounts, or other circumstances arise which are not
          covered hereunder, it may modify its procedures for the purposes of
          achieving an equitable and nondiscriminatory allocation in accordance
          with the general concepts of the Plan.

               Further, notwithstanding anything contained herein to the
          contrary, in order to administer the Plan in an equitable and
          nondiscriminatory manner, the Administrative Committee may choose an
          alternate date to value Individual Accounts and Deductible Accounts
          for all purposes including distributions from the Plan, transfers
          among funds within the plan, loans and any other transactions needing
          a specific Valuation Date, provided such alternate Valuation Date is
          within sixty (60) days after the date the Plan would otherwise value
          Individual Accounts and Deductible Accounts.


                                       91
<PAGE>


                                    ARTICLE X

                      AMENDMENT AND TERMINATION OF THE PLAN

10.01     Amendment of The Plan - The Corporation shall have the right to
          modify, alter or amend the Plan in whole or in part; provided,
          however, (a) that any such action which affects Employer Contributions
          to the Plan shall require approval of the Board of Directors and (b)
          that the duties, powers and liabilities of any Trustee hereunder shall
          not be increased without its written consent; and provided, further,
          that any such action shall not, in any way, affect adversely the
          benefits of persons who have retired under the Plan prior to the
          effective date of such action, or of their Beneficiaries, nor shall it
          adversely affect benefits accrued prior to the effective date of such
          action. No amendment, modification or alteration shall have the effect
          of causing a reversion to the Employer of any part of the principal or
          income of the Fund. Notwithstanding anything contained herein to the
          contrary, no amendment to the Plan shall decrease a Participant's
          Individual Account and Deductible Account balance or eliminate an
          optional form of distribution, except as permitted by law.

               If the Plan's vesting schedule is amended or the Plan is amended
          in any way that directly or indirectly affects the computation of a
          Participant's vested benefit, each Participant with at least three (3)
          years of Service may elect within a reasonable period of time after
          the adoption of the amendment or change to have his vested percentage
          computed under the Plan without regard to such amendment or change.
          The period during which the election may be made shall commence with
          the date the amendment is adopted or deemed to be made and shall end
          on the latest of sixty (60) days after (a) the amendment is adopted,
          (b) the amendment is effective or (c) the Participant is issued
          written notice of the amendment by the Employer or Administrative
          Committee.

10.02     Termination of The Plan - While the Employer expects to continue the
          Plan indefinitely, continuance of the Plan is not assumed as a
          contractual obligation. Each Employer


                                       92
<PAGE>


          reserves the right to discontinue its Contributions and to terminate
          the Plan as it relates to its Employees without terminating the Plan
          with respect to any other Employer by action of the Employer's Board
          of Directors. Any Employer desiring to terminate the Plan as it
          relates to its Employees shall give notice of such termination to the
          Corporation and the Trustee at least six (6) months prior to the
          effective date thereof (unless a shorter notice shall be agreed to by
          the Corporation). On termination of the Plan or in the event of a
          partial termination or curtailment), or discontinuance of
          Contributions, the rights of present Participants (to the extent
          affected by such action) in their account balances held pursuant to
          the Plan as of the date of such event shall be nonforfeitable and the
          Trustee shall continue to administer the Fund in accordance with the
          provisions of the Plan and the Trust Agreement for the sole benefit of
          the then Participants or Beneficiaries then receiving or entitled to
          receive future benefits. In the event of a termination no further
          Contributions will be made to the Plan.

10.03     Allocation of Funds - In the event of termination of the Plan, the
          Administrative Committee shall allocate to the terminating Employer's
          Employees as of the date of termination any previously unallocated
          Contributions, such Employer's share of the Forfeitures, realized and
          unrealized appreciation or depreciation, income or loss of the Fund to
          the accounts of the Participants of the Plan affected by the
          termination and any income, losses, realized and unrealized
          appreciation or depreciation to Participants of the Plan who have not
          received their benefits under the Plan.

10.04     Application of Assets - After assets of the Fund pertaining to the
          terminating Employer have been allocated as provided in Section 10.03,
          such assets shall be applied to whichever of the following options is
          specified by the terminating Employer:

          10.04(a)  Transfer to a separate trust and held therein to provide
                    benefits, to the extent such assets have been allocated, to
                    the persons entitled to benefits under the Plan as it
                    applies to the terminating Employer.

          10.04(b)  Distribution in a single lump sum, in cash or as a rollover
                    to each individual pursuant to Section 10.03, provided such
                    distribution is permitted in accordance with IRC Section
                    401(k) and the regulations issued thereunder.


                                       93
<PAGE>


10.05     Automatic Termination - Unless otherwise provided for, the Plan shall
          be deemed to have automatically terminated with respect to any
          Employer who becomes insolvent, is adjudged bankrupt, or is dissolved.
          In the event of such automatic termination, the provisions of Sections
          10.03 and 10.04 shall govern.

10.06     Merger, Consolidation and Transfers of Assets or Liabilities - No
          merger or consolidation with, or transfer of assets or liabilities to
          this Plan or from this Plan to any other plan shall be made, unless
          each Participant would receive immediately after such event, a benefit
          (determined as if the Plan had terminated at that time) which is equal
          to or greater than the benefit he would have been entitled to receive
          under the Plan immediately before such event had the Plan terminated
          at that time.




                                       94
<PAGE>


                                   ARTICLE XI

                PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN PLAN


11.01     Method of Participation - Any organization which is a member of the
          same controlled group of organizations as determined pursuant to IRC
          Sections 414(b), 414(c), 414(m) and 414(o) as the Corporation which
          the Corporation shall have authorized to adopt the Plan may, by taking
          appropriate action, become a party to the Plan by adopting the Plan as
          a thrift plan for its Employees. Any corporation which becomes a party
          to the Plan shall thereafter promptly deliver to the Trustee provided
          for in Article VIII a certified copy of the resolutions or other
          documents evidencing its adoption of the Plan and also a written
          instrument showing the Corporation's approval of such organization
          becoming party to the Plan. The Plan shall be maintained as a single
          Plan for all participating Employers.

11.02     Withdrawal - Any one or more of the Employers included in the Plan may
          withdraw from the Plan at any time by giving six (6) months advance
          notice in writing of its or their intention to withdraw to the
          Corporation and the Administrative Committee (unless a shorter notice
          shall be agreed to by the Corporation).

               Upon receipt of notice of any such withdrawal, the Administrative
          Committee shall certify to the Trustee the equitable share of such
          withdrawing Employer in the Fund as applicable to be determined by the
          Administrative Committee. The Trustee shall thereupon set aside from
          the Fund then held by it such securities and other property as it
          shall, in its sole discretion, deem to be equal in value to such
          equitable share. If the Plan is to be terminated with respect to such
          Employer, the amount set aside shall be dealt with in accordance with
          the provisions of Article X. If the Plan is not to be terminated with
          respect to such Employer, the Trustee shall turn over such amount to
          such trustee as may be designated by such withdrawing Employer, and
          such securities and other property shall thereafter be held and
          invested as a separate trust of the Employer which has so withdrawn,
          and shall be used and applied according to the terms of a new
          agreement and declaration of trust between the Employer so withdrawing
          and the trustee so designated.

                                       95

               Neither the segregation of the Fund assets upon the withdrawal of
          an Employer, nor the execution of a new agreement and declaration of
          trust pursuant to any of the provisions of this Section 11.02, shall
          operate to permit any part of the corpus or income of the Fund to be
          used for or diverted to purposes other than for the exclusive benefit
          of Participants and Beneficiaries except as may be otherwise provided
          in Section 13.03 and Section 13.06.


                                       96
<PAGE>


                                   ARTICLE XII

                            TOP HEAVY PLAN PROVISIONS


12.01     General - Notwithstanding anything contained herein to the contrary,
          in the event that this Plan when combined with all other plans
          required to be aggregated pursuant to IRC Section 416(g) is deemed to
          be a Top Heavy Plan for any Plan Year, the following conditions shall
          become operative.

12.02     Definitions - For purposes of this Article, the following definitions
          shall be applicable:

          12.02(a)  Determination Date means the last day of the Plan Year
                    preceding the Plan Year in which the determination is being
                    made. In the case of the first Plan Year, Determination Date
                    means the last day of such Plan Year.

          12.02(b)  Key Employee means any employee, former employee or
                    beneficiary of a former employee in an Employer plan who, at
                    any time during the Plan Year or any of the four (4)
                    preceding Plan Years is:

                    (i)       An officer of the Employer having annual Maximum
                              Compensation greater than fifty percent (50%) of
                              the amount in effect under IRC Section
                              415(b)(1)(A) for any such Plan Year;

                    (ii)      One (1) of the ten (10) employees having annual
                              Maximum Compensation from the Employer of more
                              than the limitation in effect under IRC Section
                              415(c)(1)(A) and owning (or considered as owning
                              within the meaning of IRC Section 318) more than a
                              one-half percent (1/2%) interest and the largest
                              interest in the Employer;


                                       97
<PAGE>


                    (iii)     A Five Percent (5%) Owner of the Employer; or

                    (iv)      A one percent (1%) owner of the Employer having
                              annual Maximum Compensation from the Employer of
                              more than one hundred fifty thousand dollars
                              ($150,000).

                         For purposes of Section 12.02(b)(i), no more than fifty
                    (50) employees or, if lesser, the greater of three (3) or
                    ten percent (10%) of employees shall be treated as officers.
                    Further, for purposes of determining the number of officers
                    taken into account under Section 12.02(b)(i), employees
                    described in IRC Section 414(q)(8) shall be excluded.

                         With respect to Section 12.02(b)(ii), if two (2)
                    employees have the same ownership interest in the Employer,
                    the employee having the greater annual Maximum Compensation
                    shall be treated as having a larger interest.

          12.02(c)  Non-Key Employee means an employee, former employee or
                    beneficiary of a former employee who is not a Key Employee.

          12.02(d)  Top Heavy Plan generally means on or after January 1, 1984,
                    any plan under which, as of any Determination Date, the
                    present value of the cumulative accrued benefits (inclusive
                    of Pre-Tax Contributions) under the plan for Key Employees
                    exceeds sixty percent (60%) of the present value of the
                    cumulative accrued benefits under the plan for all
                    employees.

                    For purposes of this definition:

                    (i)       If such plan is a Defined Contribution Plan, the
                              present value of cumulative accrued benefits shall
                              be deemed to be the market value of all employee
                              accounts under the plan as of the Top Heavy
                              Valuation Date plus contributions to the plan as
                              of the Determination Date. If the plan is a
                              Defined Benefit Plan, the present value of
                              cumulative accrued benefits shall be deemed to be
                              the lump sum present value of a participant's
                              accrued benefit under such plan calculated on the
                              basis of interest and mortality as set forth in


                                       98
<PAGE>


                              said plan as of the Top Heavy Valuation Date plus
                              contributions due under the plan as of the
                              Determination Date. Notwithstanding the above, for
                              purposes of determining the present value of the
                              cumulative accrued benefits, distributions made
                              within a five (5) year period ending on the
                              Determination Date must be included. The account
                              balances and accrued benefits of a Non-Key
                              Employee who was previously a Key Employee shall
                              be excluded from the computation hereunder.

                    (ii)      Each plan of the Employer required to be included
                              in an "aggregation group" shall be treated as a
                              Top Heavy Plan if such group is a top heavy group.

                    (iii)     The term "aggregation group" means

                              (A)       each plan of the Employer which is
                                        currently effective or which has
                                        terminated within the five (5) year
                                        period ending on the Determination Date
                                        in which a Key Employee is a participant
                                        in the Plan Year containing the
                                        Determination Date or any of the four
                                        (4) preceding Plan Years; and

                              (B)       each other plan of the Employer which
                                        enables any plan in (A) to meet the
                                        requirements of IRC Sections 401(a)(4)
                                        or 410.

                                   A permissive aggregation group consists of
                              plans of the Employer that are required to be
                              aggregated, plus one (1) or more plans of the
                              Employer that are not part of a required
                              aggregation group but that satisfy the
                              requirements of IRC Sections 401(a)(4) and 410
                              when considered together with the required
                              aggregation group.

                    (iv)      If any individual has not performed any service
                              for the Employer at any time during the five (5)
                              year period ending on the


                                       99
<PAGE>


                              Determination Date, any accrued benefit for such
                              individual shall not be taken into account in the
                              testing procedure herein described.

          12.02(e)  Top Heavy Valuation Date means the most recent Valuation
                    Date occurring within a twelve (12) month period ending on
                    the Determination Date.

               These definitions shall be interpreted consistent with IRC
          Section 416 and rules and regulations issued thereunder. Further, such
          law and regulations shall be controlling in all determinations under
          these definitions inclusive of any provisions and requirements stated
          thereunder but hereinabove absent.

12.03     Minimum Top Heavy Contribution - In a Plan Year in which the Plan
          becomes a Top Heavy Plan, inclusive of a Plan Year in which the Plan
          is considered a Top Heavy Plan pursuant to the provisions of Section
          1.416-1 T-5 of the regulations under IRC Section 416 but has not
          terminated, and the aggregate Contributions by the Employer to all
          Non-Key Employees allocated to their Individual Accounts are less than
          three percent (3%) of Maximum Compensation (exclusive of Pre-Tax
          Contributions for Plan Years beginning after December 31, 1988), then
          the Employer shall contribute to the Plan an amount necessary to
          provide a minimum Contribution including Forfeitures of at least three
          percent (3%) of Maximum Compensation to such Non-Key Employees who are
          employed as of the last day of the Plan Year regardless of (a) whether
          such Non-Key Employee has completed one thousand (1,000) Hours of
          Service, (b) whether such Non-Key Employee has made Pre-Tax
          Contributions to the Plan, or (c) the level of the Non-Key Employee's
          Compensation. The minimum Contribution required herein shall not be
          forfeited in the event the Participant withdraws his Pre-Tax
          Contributions. In no event, however, shall the allocation of the
          minimum Contribution to the Individual Accounts of Non-Key Employees
          be greater than the total allocation of Contributions by the Employer
          (inclusive of Pre-Tax Contributions) to the Individual Accounts for
          Key Employees. Any special Contribution or reallocation as herein
          provided shall be made


                                      100
<PAGE>


          to the Employer Matching Contributions Account on the basis of the
          ratio that the Non-Key Employees' Maximum Compensation bears to the
          total Maximum Compensation of all Non-Key Employees.

               A Top Heavy Contribution of less than three percent (3%) shall
          not be permissible if the Employer maintains a Defined Benefit Plan,
          which designates this Plan to satisfy IRC Section 401(a).

12.04     Defined Benefit Plan Minimum Accrued Benefit - If the Employer also
          maintains a Defined Benefit Plan and the Defined Benefit Plan provides
          the minimum accrued benefit determined pursuant to IRC Section
          416(c)(1), then the adjustment provided in Section 12.03 shall not be
          required.

12.05     Multiple Plan Participation - If Section 12.03 or Section 12.04 is
          applicable, then the multiplier of 1.25 in Sections 5.10(a) and
          5.10(c) shall be reduced to 1.0.

12.06     No Duplication of Minimum Benefit - These Top Heavy Plan provisions
          shall not require that the entire defined benefit minimum benefit and
          the defined contribution minimum contribution be provided. To the
          extent that there is a defined benefit accrued benefit, it shall be
          controlling. To the extent that there shall be a contribution by the
          Employer to a Defined Contribution Plan, then there shall be a
          determination as to whether the defined contribution amount is
          comparable to the difference between the defined benefit minimum
          benefit and the minimum defined benefit accrued benefit required under
          IRC Section 416. If the defined contribution amount is not comparable,
          then the difference shall be provided in the Defined Benefit Plan.

12.07     Top Heavy Assumptions - For purposes of determining whether a Defined
          Benefit Plan is a Top Heavy Plan, calculations shall be based upon
          actuarial assumptions stipulated in such plan for this purpose. If no
          assumptions are provided, the calculation shall be based upon The
          UP-1984 Table of Mortality at six percent (6%) interest with such
          determination being made on the Determination Date.


                                      101
<PAGE>


12.08     Minimum Vesting - If the vesting schedule provided in Section 6.01 is
          less liberal than the vesting schedule hereinafter provided, then such
          vesting schedule shall be substituted with the following for each
          Participant with an Hour of Service after the Plan becomes a Top Heavy
          Plan, and such schedule shall remain in effect in all future Plan
          Years.

                                                       Vested
                      Service                        Percentage
                      -------                        ----------

                  Less than 3 year                        0%
                  3 years or more                       100%


                                      102
<PAGE>


                                  ARTICLE XIII

                                  MISCELLANEOUS


13.01     Governing Law - The Plan shall be construed, regulated and
          administered according to the laws of the Commonwealth of Virginia
          except in those areas preempted by the laws of the United States of
          America.

13.02     Construction - The headings and subheadings in the Plan have been
          inserted for convenience of reference only and shall not affect the
          construction of the provisions hereof. In any necessary construction
          the masculine shall include the feminine and the singular the plural,
          and vice versa.

13.03     Expenses - The operating expenses of the Plan and Fund shall be paid
          by the Employer or, upon the direction of the Corporation from the
          Fund to the extent such expenses are permitted to be paid from the
          Fund. The determination of whether expenses may be charged against the
          Fund shall be made by the Corporation. No Employee shall be entitled
          to compensation for his services with respect to the Plan other than
          his normal compensation received as an Employee.

13.04     Participant's Rights; Acquittance - No Participant in the Plan shall
          acquire any right to be retained in the Employer's employ by virtue of
          the Plan, nor, upon his dismissal, or upon his voluntary termination
          of employment, shall he have any right or interest in and to the Fund
          other than as specifically provided herein. The Employer shall not be
          liable for the payment of any benefit provided for herein; all
          benefits hereunder shall be payable only from the Fund.

13.05     Spendthrift Clause - Except as provided in IRC Section 401(a)(13)(B)
          relating to qualified domestic relations orders as defined in IRC
          Section 414(p), none of the benefits, payments, proceeds or
          distributions under this Plan shall be subject to the claim of any
          creditor of the Participant or to the claim of any creditor of any
          Beneficiary hereunder or to any legal process by any creditor of such
          Participant of any such


                                      103
<PAGE>


          Beneficiary; and neither such Participant or any such Beneficiary
          shall have any right to alienate, commute, anticipate, or assign any
          of the benefits, payments, proceeds or distributions under this Plan.

               Notwithstanding anything contained herein to the contrary, upon
          the receipt by the Plan of a Domestic Relations Order, the following
          provisions of this Section 13.05 shall become effective.

          13.05(a)  Determination of Qualified Domestic Relations Order - Upon
                    receipt by the Plan of a Domestic Relations Order, the
                    Administrative Committee shall promptly notify the
                    Participant and any Alternate Payee of such receipt and the
                    Plan's procedures for determining if such order is a
                    Qualified Domestic Relations Order. In accordance with
                    reasonable procedures established by the Administrative
                    Committee, the Administrative Committee shall determine
                    whether such order is a Qualified Domestic Relations Order
                    and shall notify the Participant and Alternate Payee of such
                    determination within a reasonable time thereafter.
                    Notwithstanding anything contained herein to the contrary,
                    if a benefit is being paid pursuant to a Domestic Relations
                    Order on January 1, 1985, such order shall be considered to
                    be a Qualified Domestic Relations Order. During the period
                    of time in which the Administrative Committee is making the
                    determination of whether the Domestic Relations Order is a
                    Qualified Domestic Relations Order, the Administrative
                    Committee shall segregate in a separate account in the Plan
                    or in an escrow account the amounts which would have been
                    payable to the Alternate Payee during such period if the
                    order had been determined to be a Qualified Domestic
                    Relations Order.

                         In the case of any payment before a Participant has
                    separated from service with the Employer, a Domestic
                    Relations Order shall be a Qualified


                                      104
<PAGE>


                    Domestic Relations Order regardless of the fact that such
                    order requires that payment of benefits be made to an
                    Alternate Payee

                    (i)       on or after the date on which the Participant
                              attains or first would have attained his Early
                              Retirement Date,

                    (ii)      as if the Participant had retired on the date on
                              which such payment is to begin under such order
                              taking into account only the present value of the
                              benefits actually accrued and not taking into
                              account the present value of any Employer subsidy
                              for early retirement based on the interest rate
                              specified in the Plan or, if no rate is specified,
                              five percent (5%), and

                    (iii)     in any form in which such benefits may be paid
                              under the Plan to the Participant (other than in
                              the form of a joint and survivor annuity with
                              respect to the Alternate Payee and his or her
                              subsequent spouse).

                         In the event a Qualified Domestic Relations Order
                    specifies that benefits commence immediately to the
                    Alternate Payee in one of the forms of payment provided
                    hereunder, payment from the Plan shall commence in
                    accordance with such Qualified Domestic Relations Order.

          13.05(b)  Payment to Alternate Payee - If the Domestic Relations Order
                    is determined to be a Qualified Domestic Relations Order
                    within eighteen (18) months, the Administrative Committee
                    shall pay the segregated amounts to the person or persons
                    entitled thereto.

                         If it is determined that the order is not a Qualified
                    Domestic Relations Order or the issue as to whether such
                    order is a Qualified Domestic Relations Order is not
                    resolved within eighteen (18) months, then the
                    Administrative Committee shall pay the segregated amount to
                    the person who would have been entitled to such amounts as
                    if there had been no order.


                                      105
<PAGE>


                         Any determination that an order is a Qualified Domestic
                    Relations Order which is made after the close of the
                    eighteen (18) month period shall be applied prospectively
                    only.

          13.05(c)  Definitions - For purposes of this Section 13.05, the
                    following definitions shall be applicable:

                    (i)       Alternate Payee means any 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 a Plan with respect to such Participant.

                    (ii)      Domestic Relations Order - Any judgment, decree or
                              order (including approval of a property settlement
                              agreement) which

                              (A)       relates to the provisions of child
                                        support, alimony payments, or marital
                                        property rights to a spouse, child or
                                        other dependent of a Participant, and

                              (B)       is made pursuant to a state domestic
                                        relations law (including a community
                                        property law).

                    (iii)     Qualified Domestic Relations Order - A Domestic
                              Relations Order which creates or recognizes the
                              existence of an Alternate Payee's right to, or
                              assigns to an Alternate Payee the right to,
                              receive all or a portion of the benefits payable
                              with respect to a Participant under the Plan;
                              provided that such Domestic Relations Order
                              clearly specifies

                              (A)       the name and last known mailing address
                                        (if any) of the Participant and the name
                                        and mailing address of each Alternate
                                        Payee covered by the order,


                                      106
<PAGE>


                              (B)       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,

                              (C)       the number of payments or period to
                                        which such order applies, and

                              (D)       each plan to which such order applies.

                                             A Domestic Relations Order meets
                                        the requirements of this subsection only
                                        if such order does not require the Plan

                              (E)       to provide any type or form of benefits,
                                        or any optional payment form, not
                                        otherwise provided under the Plan,

                              (F)       to provide increased benefits
                                        (determined on the basis of Actuarial
                                        Equivalent value), or

                              (G)       to make payment of benefits to an
                                        Alternate Payee which are required to be
                                        paid to another Alternate Payee under
                                        another order previously determined to
                                        be a Qualified Domestic Relations Order.

          13.05(d)  Establishment of Plan Procedures - For purposes of this
                    Section 13.05, reasonable procedures shall be established
                    under the Plan to determine the qualified status of Domestic
                    Relations Orders and to administer distributions under
                    Qualified Domestic Relations Orders. The procedures
                    established by the Plan shall:

                    (i)       be set forth in writing,

                    (ii)      provide for the notification of each person
                              specified in a Domestic Relations Order as
                              entitled to payment of benefits under the Plan (at
                              the address included in the Domestic Relations
                              Order) of such procedures promptly upon receipt by
                              the Plan of the Domestic Relations Order, and


                                      107
<PAGE>


                    (iii)     permit an Alternate Payee to designate a
                              representative for receipt of copies of notices
                              that are sent to the Alternate Payee with respect
                              to a Domestic Relations Order.

13.06     Mistake of Fact - Notwithstanding anything herein to the contrary,
          there shall be returned to the Employer any Contribution which was
          made as follows:

          13.06(a)  By mistake of fact, as determined by the Internal Revenue
                    Service or in such other manner as the Internal Revenue
                    Service may permit;

          13.06(b)  Prior to the receipt of initial qualification; provided that
                    such Contribution was conditioned on initial qualification
                    of the Plan, the Plan received an adverse determination with
                    respect to its initial qualification, and the application
                    for determination of initial qualification was made by the
                    time prescribed by law for filing the Employer's tax return
                    for the taxable year in which the Plan was adopted, or such
                    later date as the Secretary of Treasury may prescribe; or

          13.06(c)  In an amount that exceeded the deductible limits on such
                    Contribution as set forth under IRC Section 404, as
                    determined by the Internal Revenue Service or in such other
                    manner as the Internal Revenue Service may permit, provided
                    such Contribution was conditioned on its deductibility.

          The return of any Contribution as hereinbefore provided shall be made
          within one (1) year after the payment of the Contribution, denial of
          the initial qualification of disallowance of the deduction (to the
          extent disallowed, whichever is applicable. Any Contribution returned
          due to mistake of fact under Section 13.06(a) or disallowance of a tax
          deduction under Section 13.06(c) shall be reduced by its share of the
          losses and expenses of the Fund but shall not be increased by income
          or gains of the Fund, provided that the return of such Contribution
          shall not be permitted to cause the balance of the Individual Account
          of any Participant to be less than the balance that would have been in
          his Individual Account had such Contribution not been made. Any
          Contribution


                                      108
<PAGE>


          returned to the Employer due to denial of initial
          qualification under Section 13.06(b) shall be equal to the entire
          assets of the Plan attributable to Contributions by the Employer.

13.07     Counterparts - The Plan and the Trust Agreement may be executed in any
          number of counterparts, each of which shall constitute but one and the
          same instrument and may be sufficiently evidenced by any one
          counterpart.


                                      109
<PAGE>


                              ADOPTION OF THE PLAN


     Anything herein to the contrary notwithstanding, this Plan is amended and
maintained under the condition that it shall continue to be approved and
qualified by the Internal Revenue Service under IRC Section 401(a) and that the
Trust hereunder is exempt under IRC Section 501(a), or under any comparable
sections of any future legislation which amends, supplements or supersedes such
sections. If it should be found by the Internal Revenue Service that the Plan as
amended and restated hereby is not qualified, the Corporation may modify the
Plan to meet Internal Revenue Service requirements.

     As evidence of its adoption of the Plan, Trigon Insurance Company has
caused this instrument to be signed by its duly authorized officers, and its
corporate seal to be affixed hereto this day _________ of __________, 19__.



                                   TRIGON INSURANCE COMPANY




                                   By:
                                      -----------------------------------------
                                      Senior Vice President, Corporate Services


ATTEST:


By:
   --------------------------
                    Secretary






                                      110
<PAGE>


                                   APPENDIX A

         PROVISIONS APPLICABLE TO CONSOLIDATED RISK MANAGEMENT SERVICES


Introduction - Effective as of December 31, 1990, Consolidated Risk Management
Services ("CRMS"), a subsidiary of Blue Cross and Blue Shield of Virginia became
a participating Employer by adoption of the Employees' Thrift Plan of Blue Cross
and Blue Shield of Virginia. CRMS had previously maintained the Consolidated
Risk Management Services Employee Retirement Plan ("CRMS Plan") and effective as
of December 31, 1990, the CRMS Plan was merged into the Employee Thrift Plan of
Blue Cross and Blue Shield of Virginia and assets of the CRMS Plan were
transferred to the Fund held pursuant to this Plan.

CRMS Employer Account means the account established for a Participant to hold
the value of discretionary and matching contributions made under the provisions
of the CRMS Plan through December 31, 1990, and the proportionate share of the
adjustment of the Fund determined in accordance with Section 5.07. All amounts
held in a Participant's CRMS Employer Account shall at all times be one hundred
percent (100%) vested.

CRMS Plan means the Consolidated Risk Management Services Employee Retirement
Plan as in effect through December 31, 1990, and which was merged into this Plan
as of December 31, 1990.

Rollover Account - The value of rollover contributions made pursuant to the
provisions of the CRMS Plan for periods through December 31, 1990 shall be
credited to the Participant's Rollover Account.

Pre-Tax Contribution Account - The value of pre-tax contributions made under the
provisions of the CRMS Plan through December 31, 1990 shall be credited to the
Participant's Pre-Tax Contribution Account.

CRMS Employer Account - Effective as of December 31, 1990, a CRMS Employer
Account shall be established for discretionary and matching contributions of
Participants who were participants of the CRMS Plan on December 31, 1990. A
Participant shall at all times be fully vested in his CRMS Employer Account.

Withdrawal of CRMS Employer Account - A Participant may request a withdrawal of
all or a portion of his CRMS Employer Account held on his behalf. A
Participant's withdrawal request


                                      111
<PAGE>


must identify the desired amount of the Current Balance in his CRMS Employer
Account that he wishes to withdraw. A Participant must first exhaust his
Rollover Account, and then his CRMS Employer Account, if applicable, before
making a withdrawal from his Employer Matching Contributions Account. Further,
withdrawals from a Participant's CRMS Employer Account shall not include those
employer contributions under the CRMS Plan which have been deposited in the Fund
in the current Plan Year and the two (2) previous Plan Years.

     Any withdrawal under this Appendix A shall not be available until the
Participant has first exhausted by withdrawal the balance of his entire account
under the provisions of Section 7.02.

     If a Participant's Individual Account attributable to his CRMS Employer
Account is invested in more than one of the Funds as provided in Article IV, any
partial withdrawal hereunder shall be taken from each such Fund in the same
proportion that the total amount to be withdrawn pursuant to this Appendix bears
to the total Current Balance of the CRMS Employer Account. Amounts withdrawn
pursuant to this Appendix A may not be repaid to the Fund.

     Hardship Withdrawal - Upon the written request of a Participant with proof
of Hardship as determined by the Administrative Committee, a Participant shall
be allowed to withdraw all or a portion of the Current Balance of his CRMS
Employer Account.

     Withdrawals made pursuant to this Appendix A shall be made so that any
distribution will first reduce a Participant's After-Tax Contribution Account
and then his Rollover Account, inclusive of the investment gains on Pre-Tax
Contributions earned through December 31, 1988. Further any withdrawal from
Pre-Tax Contribution Accounts shall first be made from pre-tax contributions
made under the provisions of the CRMS Plan, if any, which are held in Pre-Tax
Contribution Accounts. Notwithstanding the preceding, effective January 1, 1989,
any withdrawal hereunder from Pre-Tax Contribution Accounts shall be limited to
Employee deferrals attributable to such Pre-Tax Contribution Accounts and not be
available from investment gains earned on and after January 1, 1989, on such
Pre-Tax Contributions. Withdrawals occasioned pursuant to this Appendix A shall
not invoke a forfeiture of a Participant's Employer Matching Contributions
Account or bar a Participant from future Pre-Tax


                                      112
<PAGE>


Contributions hereunder. If a Participant's CRMS Account is invested in more
than one Investment Fund, any partial withdrawal hereunder from a Participant's
CRMS Employer Account shall be taken from each such Fund in the same proportion
that the total amount to be withdrawn from such account bears to the total
Current Balance in the account from which the withdrawal arises. Amounts
withdrawn pursuant to this Appendix A may not be repaid to the Fund.

Withdrawals While Employed - Applicable to CRMS Plan Participants - A
Participant who participated in the CRMS Plan may request a withdrawal of all or
a portion of the lesser of Section (a) or (b) at any time after attaining age
fifty-nine and one-half (59 1/2).

     (a)  The value as of December 31, 1990 of:

           (i) his CRMS Employer account;

          (ii) his pre-tax contributions made under the CRMS Plan which are held
               in his Pre-Tax Contribution Account; and

         (iii) his rollover contributions under the CRMS Plan which are held in
               his Rollover Account.

     (b)  The balance held in:

           (i) his CRMS Employer Account;

          (ii) his Pre-Tax Contribution Account attributable to pre-tax
               contributions made under the CRMS Plan; and

         (iii) his Rollover Account attributable to rollover contributions made
               under the CRMS Plan.

     Withdrawals shall be made in a manner that the distribution will first
reduce the amount that is available from his Pre-Tax Contribution Account, then
his CRMS Employer Account and lastly, the amount available from his Rollover
Account.

     Effective January 1, 1996, amounts withdrawn under this Appendix come from
investment funds on a pro-rata basis.


                                      113
<PAGE>


     The Administrative Committee shall direct the Trustee to make the
distribution in a lump sum as soon as reasonably possible following the date the
withdrawal request is received. Amounts withdrawn under this Section may not be
repaid to the Fund.

     Loans - The amount of any loan from the Fund shall be limited to no more
than the amount the Participant would be entitled to receive from his CRMS
Employer Account pursuant to the provisions of Section 6.01 if he terminated his
employment as of such date.


                                      114
<PAGE>


                                   APPENDIX B

               PROVISIONS APPLICABLE TO PRIORITY HEALTH CARE, INC.


Introduction - Effective as of July 1, 1995, employees of Priority Health Care,
Inc. and its following subsidiaries - Priority Health Plan, Inc., Priority
Insurance Agency, Inc. and Health First, Inc., (hereinafter referred to as
Priority Employees) became employees of HealthKeepers, Inc. Prior to July 1,
1995, Priority Employees participated in the Tidewater Medical Group, Inc.
401(k) Plan (hereinafter referred to as the Tidewater Plan). Effective July 1,
1995, the value of the account balances of the Priority Employees were
transferred from the Tidewater Plan into the Transfer Account in the Plan.


Vesting - A Participant who was a Priority Employee shall be fully vested in his
Transfer Account attributable to funds transferred from the Tidewater Plan.

                                       115