EXHIBIT 10.23

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

                              CLARIFYING AMENDMENT


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

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

     WHEREAS, the Employer adopted an amendment on September 10, 1998, which
becomes effective October 1, 1998, ("Cash Balance Amendment") to modify the
Retirement Program to adopt a new cash balance account benefit formula for the
Retirement Program, to provide for appropriate transition for Participants who
previously participated in the Retirement Program, and to change the name of the
Retirement Program to the Trigon Insurance Company Retirement Program;

     WHEREAS, it is desirable to clarify the definition of "Earnings" in the
Cash Balance Amendment to ensure that cash payments for unused paid time off
(PTO) made upon a Participant's termination of service with the Employer are not
included in the Participant's "Earnings" for purposes of the pay credits under
the cash balance formula, regardless of whether such cash payments are made in
the payroll period that includes the Participant's termination of employment, or
are made after such payroll period;

     WHEREAS, the exclusion of this item from the definition of "Earnings"
conforms the Retirement Program, as modified by the Cash Balance Amendment, to
the effective treatment of this item under the current version of the Retirement
Program;


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     NOW, THEREFORE, the Employer hereby amends the terms of the Retirement
Program, as modified by the Cash Balance Amendment, in the following respects:

     1. The first paragraph of Section 1.06 ("Earnings") is modified to read as
follows:

          "1.06 "Earnings" shall mean, for a Participant, 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 the Employees' Thrift Plan of Trigon Insurance Company,
     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. Earnings 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 Participant 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 the
     Employer or any related company (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 under the Employees' Thrift
     Plan of Trigon Insurance Company) to this or any other employee benefit
     programs. Reference herein to Earnings with respect to any period of time
     shall mean the Earnings, as defined in the preceding sentences, received by
     a Participant in such period. For purposes of determining the pay credit
     under Section 4.02(b)(1)(ii), Earnings shall mean the Earnings, as defined
     in the preceding sentences, received by a Participant during the applicable
     pay period."

     2. This amendment shall take effect as if it were included in the Cash
Balance Amendment.



                                        TRIGON INSURANCE COMPANY


                                        By:
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                                           Authorized Officer


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Attest                                  Title

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Title                                   Date



                                        APPROVED:

                                        NATIONAL EMPLOYEE
                                        BENEFITS COMMITTEE

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