Exhibit 10.11




                             FIRST AMENDMENT TO THE

                           EMPLOYEES' THRIFT PLAN OF

                         TRIGON BLUE CROSS BLUE SHIELD

FIRST AMENDMENT, dated as of February 19, 1997, to the Employees' Thrift Plan of
Trigon Blue Cross Blue Shield (the "Plan"), by Trigon Insurance Company
(formerly, Blue Cross and Blue Shield of Virginia) (the "Corporation").

The Corporation maintains the Plan, as amended and restated effective January 1,
1996. The Corporation has the power to amend the Plan and now wishes to do so.

NOW, THEREFORE, the Plan is amended as follows:

Section 1.09 is amended in its entirety to read as follows:

         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.

Section 1.43 is amended in its entirety to read as follows:

         1.43     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."

Article I is amended by adding new Sections 1.58, 1.59 and 1.60 to read as
follows:

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

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

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

Effective January 1, 1996, Section 3.04 is amended by revising the 12th
paragraph to read as follows:

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

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actual deferral percentage test is satisfied 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.

Effective January 1, 1996, Section 3.05 is amended by replacing the word
"Participant" with the word "Employee" each time it appears in paragraph 9 of
that Section, and by replacing subsection (ii) with the following:

the Employee's Compensation as determined pursuant to IRC Regulation
1.401(m)-1(f)(2), uniformly applied for a given Plan Year.

Section 4.01 is amended in its entirety to read as follows:

         4.01     Investment Options

                  (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. The Trigon Stock Fund shall be
                                    established as of March 7, 1997, or such
                                    later date as directed by the Investment
                                    Committee.


                           (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.

                  (b)      All Contributions credited to a Participant's
                           Individual Accounts shall be invested in the
                           investment funds elected by the Participant on forms
                           or other means provided for that purpose by the
                           Administrative Committee.

                  (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.

                  (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.

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                  (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.

                  (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.

Section 4.03 is amended in its entirety to read as follows:

         4.03     Investment Accounts

                  (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.

                  (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.

Article IV is amended by adding new Sections 4.04, 4.05, 4.06, 4.07 and 4.08 to
read as follows:

         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:

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

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

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

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

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

                  (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

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

                  (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

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                           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.

                  (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

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

                  (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.

                  (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.

         Section 6.08 is amended by adding new subsections (e) and (f) to read
as follows:

                  (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

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                           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.

                  (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.

Section 6.08 is amended by changing all references to Section "5.05(e)" to
Section "6.08(g)."

Sections 7.02 and 7.03 are amended by adding the following paragraph immediately
after the second paragraph:

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.

Sections 7.05 and 7.06 are renumbered as Sections 7.06 and 7.07, respectively,
and the following sentence is added to the end of the second paragraph of
renumbered Section 7.06:

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.

A new Section 7.05 is added to the Plan to read as follows:

         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.

                  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;

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                           (4)      vested portion of the Participant's Employer
                                    Contribution Account; and

                           (5)      Pre-Tax Contribution Account.

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
Participant's After-Tax Contribution Account, Rollover Account, Transfer
Account, Employer Contribution 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.

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.

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

Unless otherwise provided, this Amendment shall be effective March 7, 1997. In
all respects not amended, the Plan is hereby ratified and confirmed.

                                   * * * * *

WITNESS the following signature this 28th day of February, 1997.

TRIGON INSURANCE COMPANY


By:    /s/ RONALD M. NASH
       -------------------
       Ronald M. Nash
       Senior Vice President, Corporate Services


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