EXHIBIT 10.22


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

             AMENDMENT ADOPTING CASH BALANCE ACCOUNT BENEFIT FORMULA


     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, it is desirable 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;

     NOW, THEREFORE, the Employer hereby changes the name of the Retirement
Program to the Trigon Insurance Company Retirement Program effective October 1,
1998, and also hereby amends the terms of the Retirement Program as set forth
below. Except as otherwise specifically provided herein, this amendment shall
take effect October 1, 1998, and shall apply only with respect to those
Participants who on or after such date are employees of the Employer or any
other entity that has adopted the Retirement Program with the approval of the
Employer.

     1. Section 1.01 ("Actuarial Equivalent") is modified to add the following
paragraphs at the end of such Section:

          "This paragraph shall apply in lieu of the forgoing for purposes of
     determining certain equivalencies with respect to the Retirement Account,
     and in certain instances, the Transition Benefit and Minimum Benefit
     described in Section 4.02(b)(2) and (3). For purposes of determining the
     Normal Retirement Benefit in


<PAGE>


     Section 4.02(b)(1), the Early Retirement Benefit in Section 4.04(b)(2)(i)
     and (ii)(cc), the Pre-Retirement Death Benefit in Section 4.05(d), and the
     lump sum benefit in Section 5.03(b)(1)(ii) and 5.03(b)(3), the interest
     rate shall be the Applicable Interest Rate and the mortality table shall be
     the Applicable Mortality Table.

          "For these purposes, "Applicable Mortality Table" shall mean the
     mortality table that is prescribed by the IRS based on the prevailing
     commissioners' standard table (described in ss. 807(d)(5)(A) of the
     Internal Revenue Code) used to determine reserves for group annuity
     contracts issued on the date as of which present value is being determined
     (without regard to any other subparagraph of ss. 807(d)(5)). "Applicable
     Interest Rate" shall mean, for any date within a calendar quarter, the
     annual interest rate on 30-year Treasury securities as specified by the IRS
     for the fifth full calendar month preceding the first day of such calendar
     quarter."

     2. Section 1.02 ("Beneficiary") is modified to read as follows:

          "1.02 "Beneficiary" shall mean, except as provided below with respect
     to the Pre-Retirement Death Benefit, the person or persons last designated
     by a Participant in writing on forms of the Committee provided by the
     Employer to receive benefits (if any) payable under the Program upon his
     death; provided that any such designation shall be subject to the spousal
     consent rules of Section 5.02(b), if applicable. If no such designation of
     Beneficiary has been received by the Employer prior to the date of death of
     the Participant or if there is no surviving Beneficiary and a benefit is
     due and payable that is a lump sum or may, under the terms of the Program,
     be computed and payable as a lump sum, such benefit shall be payable to the
     estate of the Participant.

          "For purposes of the Pre-Retirement Death Benefit in Section 4.05, the
     following rules shall apply: For these purposes "Beneficiary" shall mean
     the person or persons (natural, trust, or estate) last designated by a
     Participant, in writing on forms of the Committee provided by the Employer,
     to receive the Pre-Retirement Death Benefit payable under Section 4.05 upon
     the death of the Participant. A Beneficiary may be designated as a primary
     Beneficiary, or as a contingent Beneficiary who shall receive the
     Pre-Retirement Death Benefit payable under Section 4.05 only in the event
     there is no properly designated primary Beneficiary who is deemed to
     survive the Participant under Section 4.05. Subject to the consent
     requirements in Section 4.05(e) below, the Participant may from time to
     time change his designation by filing a new written designation with the
     Employer. Such


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<PAGE>


     designation becomes effective only upon receipt by the Employer. If at the
     time of the Participant's death, there is no surviving Spouse and no
     properly designated surviving Beneficiary, any Pre-Retirement Death Benefit
     which is payable under Section 4.05 shall be payable as follows:

          "(a) The Participant's surviving issue, per stirpes, or if none;

          "(b) The Participant's surviving parents, or if none;

          "(c) The Participant's estate.

     "Such default Beneficiaries shall be treated as designated Beneficiaries
     under the Program."

     3. 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), 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.


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<PAGE>


          "Notwithstanding the foregoing, for purposes of calculating benefits
     in Program Years beginning on or after January 1, 1994, the amount of
     Earnings taken into account for any Program Year shall not exceed $150,000,
     as adjusted by the Secretary of the Treasury to reflect cost of living
     increases. Any cost of living increase in effect for a particular Program
     Year applies only with respect to Earnings for that Program Year taken into
     account in determining benefits.

          "For purposes of computing the Initial Balance in Section
     4.02(b)(1)(i), the Transition Benefit in Section 4.02(b)(2), and the
     Minimum Benefit in Section 4.02(b)(3), Earnings shall mean (a) for a
     Program Year beginning on or after January 1, 1998, except as specifically
     provided herein, compensation paid to the Employee by the Employer which is
     required to be reported on the Employee's IRS Form W-2 for such Program
     Year as taxable income for federal income tax purposes, plus any elective
     deferrals as defined in Section 402(g)(3) of the Internal Revenue Code,
     plus any amount which is contributed or deferred by the Employer at the
     election of the Employee and which is not includible in the gross income of
     the Employee by reason of Section 125 or 457 of the Internal Revenue Code,
     and (b) for Program Years prior to January 1, 1998, Earnings as defined in
     Section 1.06 of the prior Program as of December 31, 1997; provided,
     however, that in determining the amount of the Participant's compensation
     which is subject to Federal Income Tax Withholding under Section 1.06 of
     the prior Program, there shall be included any compensation in the form of
     group-term life insurance coverage that the Employer subjected to Federal
     Income Tax Withholding. In addition, for purposes of determining the prior
     Program benefits of a Participant who terminated Employment with the
     Employer prior to October 1, 1998, under the prior Program, the
     modifications prescribed in the preceding sentence shall also be applied,
     effective retroactive to the date of the Participant's termination of
     Employment with the Employer. Notwithstanding the foregoing, for purposes
     of this paragraph, amounts that would otherwise count as Earnings but that
     are earned after the last complete calendar year prior to the earlier of
     Employee's Early Retirement Date or last date of Employment shall be
     disregarded, and further, amounts that would otherwise count as Earnings
     under clause (a) shall be disregarded to the extent such amounts constitute
     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). The determination of Earnings shall be subject
     to the dollar limitation set forth in the immediately preceding paragraph."


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

     5. Section 1.11 ("Entry Date") is modified to read as follows:

          "1.11 "Entry Date" shall mean the first day of the month following the
     completion of the relevant service requirement specified in Section 2.01
     for the employee's job category, provided, however, that "Entry Date" shall
     mean the date of Employment by the Employer in the case of an Employee who
     satisfies the Conditions of Participation set forth in Section 2.01 on the
     date of his Employment by the Employer, and shall mean the first day of the
     month following the completion of the relevant service requirement
     specified in Section 2.01 for the employee's job category in the case of an
     Employee who satisfies the Conditions of Participation set forth in Section
     2.01 and whose prior service was disregarded because of a Break in Service
     described in Section 2.01."

     6. Paragraph (b) of Section 1.12A ("Highly Compensated Employee") is
modified to read as follows:

          "(b) for the preceding Program Year had Earnings (as defined in clause
     (a) of the last paragraph of Section 1.06, but without regard to the
     next-to-the-last sentence of such paragraph) from the Employer in excess of
     $80,000 (as adjusted to reflect cost-of-living increases)."

     7. The third sentence of Section 1.17 ("Primary Social Security Benefit")
is modified by inserting the following in lieu thereof:

          "It also will be assumed that after the Participant's termination of
     Employment with the Employer he will not receive any wages subject to the
     Federal Insurance Contribution Act, except that in the case of a
     Participant who terminates Employment with the Employer prior to attaining
     Early Retirement Age it will be assumed that wages after such termination
     will be equal to the final rate of Earnings on an annual basis."

     8. Section 1.18 ("Program") is modified to read as follows:

          "1.18 "Program" shall mean the Trigon Insurance Company Retirement
     Program, as amended from time to time."


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<PAGE>


     9. Section 1.27 ("Year of Plans and Association Service") is modified by
deleting the phrase "and provided further that "Year of Plans and Association
Service" shall not include service prior to a Break in Service unless the
Employee has a Year of Participation Service subsequent to said Break in
Service" at the end of the first sentence, and by inserting the following
sentence at the end of such Section:

          "Notwithstanding anything in this section to the contrary, in the
     event that a Participant terminates Employment, receives a distribution of
     his or her entire accrued benefit in the form of a lump sum, and is
     subsequently rehired by the Employer, such Participant will not be
     credited, for purposes of computing the Initial Balance in Section
     4.02(b)(1)(i), the Transition Benefit in Section 4.02(b)(2), and the
     Minimum Benefit in Section 4.02(b)(3), with the Years of Plans and
     Association Service which were taken into account in such prior lump sum
     distribution."

     10. Section 1.28 ("Year of Vesting Service") is modified by deleting the
phrase "provided, however, that Years of Vesting Service prior to a Break in
Service shall be disregarded until the Employee has completed a Year of Vesting
Service after a Break in Service," where such words appear in the first sentence
of such Section.

     11. Section 1.28 ("Year of Vesting Service") is modified by inserting the
following sentences at the end thereof:

          "Notwithstanding the foregoing, an Employee's Years of Vesting Service
     prior to a Break in Service shall be disregarded if the Employee previously
     terminated Employment with a Plan prior to acquiring a right to a vested
     benefit under the Program, and if the Employee's subsequent period of
     consecutive Breaks in Service exceeded the greater of five or the
     Employee's prior Years of Vesting Service. The preceding sentence shall not
     apply to a Participant who had an accrued benefit under the prior Program
     as of September 30, 1998."

     12. Section 2.01, Conditions of Participation, is modified to read as
follows:

     "2.01 Conditions of Participation.


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<PAGE>


          "(a) Each Employee on October 1, 1998, who was a Participant in the
     Program on September 30, 1998, is a Participant on October 1, 1998.

          "(b) Each other individual who is an Employee on or after September
     30, 1998 --

               "(i) who is not classified as a temporary employee of the
          Employer shall become a Participant on the first Entry Date on or
          after the completion of three months of Employment with the Employer,
          provided he is in the Employment of the Employer on said Entry Date,
          or

               "(ii) who is classified as a temporary employee but who completes
          1,000 Hours of Service with the Employer during the Employee's Initial
          Computation Period or Subsequent Computation Period shall become a
          Participant on the first Entry Date on or after the completion of said
          Computation Period, provided he is in the Employment of the Employer
          on said Entry Date.

     "In general, for these purposes, a rehired Employee shall be credited with
     any prior service with the Employer; provided, however, that such service
     shall be disregarded if the Employee previously terminated Employment with
     the Employer prior to acquiring a right to a vested benefit under the
     Program, and if the Employee's subsequent period of consecutive Breaks in
     Service exceeded the greater of five or the period of the Employee's prior
     Employment with the Employer."

     13. Section 4.02(b), Normal Retirement Benefit, is modified to read as
follows:

          "(b) Normal Retirement Benefit. The Normal Retirement Benefit payable
     to a Participant who satisfies the condition in Section 4.02(a) shall be in
     a form permitted under the Program as provided in Article 5, determined on
     the basis of a benefit which shall commence on the Participant's Normal
     Retirement Date and which shall be payable on the first day of each month
     thereafter during his lifetime, provided, however, that commencement shall
     be subject to the restrictions of Section 4.01(b), if applicable. Such
     benefit is equal to one-twelfth of the annual benefit specified in (1),
     (2), or (3), whichever is greatest:

               "(1) Retirement Account Benefit Formula. The annual benefit is an
          amount equal to the Actuarial Equivalent of the value of the
          Participant's


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<PAGE>


          Retirement Account determined as of the benefit commencement date. The
          Retirement Account is a nominal account maintained on behalf of each
          Participant. The value of a Participant's Retirement Account is sum of
          the following credits --

                    "(i) Initial Balance. The Retirement Account of a
               Participant who was an active Participant in the prior Program on
               September 30, 1998, or who terminated from the Employer's
               Employment prior to September 30, 1998, had an accrued benefit
               under the Program as of September 30, 1998, and was subsequently
               reemployed by the Employer prior to any payment of such benefit,
               shall be credited with an initial balance as described below.
               Participants who are employed by the Employer after September 30,
               1998, but who are not described below shall have an initial
               balance of zero.

                         "(aa) The Retirement Account of a Participant who was
                    an active Participant in the prior Program on September 30,
                    1998, shall be credited, as of October 1, 1998, with an
                    amount equal to the present value of the Participant's
                    benefit accrued as of September 30, 1998 under the terms of
                    the Program in effect as of September 30, 1998 (taking into
                    account the modifications to Earnings prescribed in the last
                    paragraph of Section 1.06). For purposes of this clause
                    (aa), the present value shall be determined by reference to
                    the Actuarial Equivalent interest and mortality factors in
                    effect on October 1, 1998, under the last paragraph of
                    Section 1.01 of the Program, and the accrued benefit shall
                    be determined by reference to the Participant's accrued
                    benefit calculated as of September 30, 1998, expressed in
                    the form of a single life annuity payable commencing on the
                    first day of the month coincident with or next following the
                    Participant's Normal Retirement Age, or on October 1, 1998,
                    if the Participant has already attained his Normal
                    Retirement Age on October 1, 1998. Notwithstanding the
                    foregoing, if the Participant meets the eligibility
                    requirements set forth below for an enhanced initial
                    balance, the Participant's accrued benefit shall be
                    determined by reference to a single life annuity payable
                    commencing on first day of the month coincident with or next
                    following the Participant's 60th birthdate, or on October 1,
                    1998, if the Participant has already attained his 60th
                    birthdate on October 1, 1998, assuming solely for purposes
                    of determining the applicable early retirement reduction
                    factors for this calculation that the Participant had
                    continued Employment with the Employer until such date. For
                    these purposes, a Participant meets the eligibility
                    requirements for an enhanced initial balance


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<PAGE>


                    if as of October 1, 1998, the Participant has 15 or more
                    Years of Vesting Service and the sum of the Participant's
                    attained age and completed Years of Vesting Service also
                    equals 55. For purposes of determining whether a Participant
                    meets the eligibility requirements for an enhanced initial
                    balance, the Participant's attained age shall be determined
                    on the basis of years and days, with the days expressed in
                    the form of a decimal fraction, and the Participant's Years
                    of Vesting Service shall be determined, in accordance with
                    Section 1.28, by taking into account periods of Employment
                    of less than a full Program Year, with any partial year
                    being expressed in the form of a decimal fraction.

                         "(bb) The Retirement Account of a Participant who
                    terminated from the Employer's Employment prior to September
                    30, 1998, had an accrued benefit under the prior Program as
                    of September 30, 1998, and was subsequently reemployed by
                    the Employer prior to any payment of such benefit, shall be
                    credited, as of the date of reemployment, with an amount
                    equal to the present value of the Participant's benefit
                    accrued as of the date of the Participant's prior
                    termination of Employment with the Employer under the terms
                    of the prior Program in effect as of such date (taking into
                    account the modifications to Earnings prescribed in the last
                    paragraph of Section 1.06). For purposes of this clause
                    (bb), the present value shall be determined by reference to
                    the Actuarial Equivalent interest and mortality factors in
                    effect on the date of the Participant's reemployment under
                    the last paragraph of Section 1.01 of the Program, and the
                    accrued benefit shall be determined by reference to the
                    Participant's accrued benefit calculated as of the date of
                    the Participant's prior termination of Employment with the
                    Employer, expressed in the form of a single life annuity
                    payable commencing on the first day of the month coincident
                    with or next following the Participant's Normal Retirement
                    Age.


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<PAGE>


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

<TABLE>
<CAPTION>
               Participant's Points as of             Pay Credit Percentage for
                January 1 of Program Year              Earnings in Program Year
               -----------------------------          -------------------------
<S>                                                             <C>
               Less than 40                                      3%
               At least 40, but less than 50                     4%
               At least 50, but less than 60                     5%
               At least 60, but less than 70                     6%
               At least 70, but less than 80                     8%
               At least 80                                      10%
</TABLE>

               "For these purposes, the Participant's points shall be determined
               as of January 1 of each Program Year by adding together the
               Participant's attained age and Years of Vesting Service as of
               such date. For purposes of determining the Participant's points,
               the Participant's attained age shall be determined on the basis
               of years and days, with the days expressed in the form of a
               decimal fraction, and the Participant's Years of Vesting Service
               shall be determined, in accordance with Section 1.28, by taking
               into account periods of Employment of less than a full Program
               Year, with any partial year being expressed in the form of a
               decimal fraction. Notwithstanding the foregoing, in no event
               shall a pay credit be allocated to the Participant's Retirement
               Account with respect to any pay period that ends either before
               the Participant's Entry Date, or after the pay period that
               includes the date the Participant's Employment with the Employer
               terminates.

                    "(iii) Interest Credits. For each calendar quarter ending on
               or after December 31, 1998, interest shall be credited as of the
               last day of such quarter in an amount equal to 25 percent of the
               average current yield on 30-year Treasury Constant Maturities (as
               stated in the Federal Reserve Statistical Release H.15) for the
               second calendar month that precedes the calendar quarter for
               which interest is credited, times--

                         "(aa) the value of the Participant's Retirement Account
                    as of the last day of the prior calendar quarter, or

                         "(bb) in the case of the calendar quarter ending
                    December 31, 1998, for those Participants described in
                    subparagraph (i)(aa), the Participant's initial balance
                    credited under subparagraph (i)(aa), or

                         "(cc) in the case of the calendar quarter ending
                    December 31, 2003, with respect to a Participant whose
                    Retirement Account is credited with an additional amount as
                    of October 1, 2003, so that it equals the present value of
                    the Participant's accrued benefit under


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               paragraph (2), the Participant's Retirement Account as of October
               1, 2003.

               "Notwithstanding the foregoing, if a Participant receives a
               distribution prior to the end of a calendar quarter, the
               Participant's Retirement Account shall be credited with interest
               as of the first of the month in which the distribution occurs, in
               accordance with the method described above, but such interest
               credit shall be prorated based on the number of full months in
               such calendar quarter that has elapsed. Interest credits under
               this subparagraph shall cease upon the first of the month in
               which the Participant's benefits commence distribution under the
               Program.

               "For these purposes, the fresh-start rule in Section 4.01(d)
               shall not apply. Notwithstanding the foregoing, in the case of an
               eligible Participant as described in the last sentence of this
               paragraph, if the present value of the Participant's accrued
               benefit under paragraph (2) as of October 1, 2003, is greater
               than the Participant's Retirement Account under this paragraph
               (1) as of such date, the Participant's Retirement Account shall
               be credited with an additional amount so that as of such date it
               equals the present value of the Participant's accrued benefit
               under paragraph (2). For these purposes, the present value of the
               Participant's accrued benefit under paragraph (2) shall be
               determined by reference to the Actuarial Equivalent interest and
               mortality factors in effect on October 1, 2003 under the last
               paragraph of Section 1.01 of the Program, and the accrued benefit
               shall be determined by reference to the benefit payable to the
               Participant under paragraph (2) as if the Participant had retired
               on October 1, 2003, expressed in the form of a single life
               annuity payable commencing on October 1, 2003. A Participant
               shall be eligible for such an adjustment if the Participant is
               eligible for the transition benefit described below in paragraph
               (2), and has not terminated Employment with the Employer prior to
               October 1, 2003, but continues as an active Participant in the
               Program on such date,

               "(2) Transition Benefit for Active Participants on September 30,
          1998, Meeting Age and Service Conditions. This paragraph (2) shall
          apply in the case of a Participant who was an active Participant in
          the prior Program on September 30, 1998, and as of October 1, 1998,


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<PAGE>


          had completed 5 Years of Vesting Service and attained age 50. If such
          Participant terminates Employment with the Employer on or before
          October 1, 2003, the Participant shall be entitled to an annual
          benefit equal to the Participant's accrued benefit determined under
          the benefit formula in Section 4.02(b) of the prior Program as in
          effect on September 30, 1998, using for these purposes the
          Participant's Years of Employer Service, Years of Plans and
          Association Service, and Final Average Earnings (based on the
          definition of Earnings in the last paragraph of Section 1.06) as of
          the date of determination. If such Participant does not terminate
          Employment with the Employer on or before October 1, 2003, the
          Participant shall be entitled to an annual benefit equal to the
          Participant's accrued benefit determined in accordance with the prior
          sentence as of October 1, 2003. In addition, if a Participant eligible
          for a benefit under this paragraph terminates Employment with the
          Employer and is subsequently rehired before October 1, 2003, the
          Participant shall accrue no further benefits under this paragraph
          during such subsequent period of reemployment. A Participant who does
          not meet the age and service requirements of this paragraph (2) shall
          be deemed to have a benefit of zero under this paragraph

          "If otherwise applicable, the fresh-start rule in Section 4.01(d)
          shall be applied in determining a Participant's benefit hereunder.

               "(3) Minimum Benefit for Participants on September 30, 1998. This
          paragraph (3) shall apply in the case of a Participant who was an
          active Participant in the prior Program as of September 30, 1998, or
          was a terminated vested Participant under the prior Program as of
          September 30, 1998, and was subsequently reemployed by the Employer
          prior to any payment of such benefit. The Participant who was an
          active Participant in the prior Program on September 30, 1998, shall
          be entitled to an annual benefit equal to the amount of the
          Participant's benefit, determined as of September 30, 1998, pursuant
          to the terms of the prior Program in effect on that date (but taking
          into account the last paragraph of Section 1.06 herein, if applicable)
          and based on the Participant's compensation and service as of such
          date. The Participant who was a terminated vested Participant under
          the prior


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<PAGE>


          Program on September 30, 1998, shall be entitled to an annual benefit
          equal to the amount of the Participant's benefit determined under the
          terms of the prior Program in effect as of Participant's prior
          termination of Employment (but taking into account the last paragraph
          of Section 1.06 herein, if applicable). If otherwise applicable, the
          fresh-start rule in Section 4.01(d) shall be applied in determining a
          Participant's benefit hereunder. A Participant who does not meet the
          eligibility requirements of the first sentence of this paragraph (3)
          shall be deemed to have a benefit of zero under this paragraph."

     14. Section 4.02(c), Computation of Normal Retirement Benefit, is deleted,
and subsection (d) of Section 4.02 is relettered subsection (c).

     15. Section 4.04, Early Retirement, is modified to read as follows:

          "(a) Condition. A Participant whose Employment with the Employer is
     terminated for reasons other than death prior to his Normal Retirement Date
     shall be entitled to receive an Early Retirement Benefit if --

               "(1) he completes 3 Years of Vesting Service which may include
          service subsequent to said termination of Employment as provided in
          Section 1.28, or

               "(2) he terminates Employment with the Employer as a result of a
          Total and Permanent Disability, or

               "(3) his termination of Employment with the Employer occurs
          because the Employer has eliminated his job function and no
          alternative job function for which the Participant is reasonable
          suited by education, training, and experience, has been offered to
          such Participant within (90) days thereafter.

     "The Participant's Early Retirement Date shall be the first day of the
     month coincident with or next following the date on which occurs the later
     of (i) the termination of said Employment or (ii) the date the Participant
     becomes vested hereunder.

          "(b) Early Retirement Benefit. The Early Retirement Benefit payable to
     a Participant who satisfies the condition in Section 4.04(a) shall be in a
     form


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<PAGE>


     permitted under the Program as provided in Article 5, equal to either (1)
     or (2) below.

               "(1) An Early Retirement Benefit which is computed in accordance
          with Section 4.02(b) and which shall commence on the Participant's
          Normal Retirement Date; or

               "(2) An Early Retirement Benefit, if requested in writing to the
          Employer by the Participant, which shall commence on the Participant's
          Early Retirement Date, or commencing on the first day of a month
          specified by the Participant which is subsequent to his Early
          Retirement Date and prior to his Normal Retirement Date, and which is
          equal to the greater of the amounts determined in subparagraph (i) or
          (ii), below:

                    "(i) The Actuarial Equivalent of the Participant's
               Retirement Account under Section 4.02(b)(1) determined as of the
               benefit commencement date;

                    "(ii) In the case of a Participant who is eligible for a
               benefit under Section 4.02(b)(2) or (3), the greater of the
               Participant's Normal Retirement Benefit under Section 4.02(b)(2)
               or (3), reduced and payable in accordance with the following
               provisions:

                         "(aa) In the case of a Participant whose Employment
                    with the Employer is terminated after his attaining age 62,
                    there will be no reduction.


                                      -14-
<PAGE>



                         "(bb) In the case of a Participant not described in
                    clause (aa) whose Employment with the Employer is terminated
                    after attaining the Early Retirement Age, the following
                    shall apply. If the benefit commences on or after the date
                    on which the Participant attains age 62, there will be no
                    reduction. If the benefit commences prior to the
                    Participant's 62nd birthday, and if the Participant has at
                    least 20 Years of Plans and Association Service, the benefit
                    will be reduced by 1/3 of 1% for each calendar month (which
                    is 4% per year), if any, by which the commencement of the
                    benefit precedes the first of the month coincident with or
                    next following the date the Participant would attain age 62.
                    If the benefit commences prior to the Participant's 62nd
                    birthday, and if the Participant has less than 20 Years of
                    Plans and Association Service, the benefit will be reduced
                    by .5% for each calendar month (which is 6% per year), if
                    any, by which the commencement of the benefit precedes the
                    first of the month coincident with or next following the
                    date the Participant would attain age 62.

                         "(cc) In the case of a Participant whose Employment
                    with the Employer is terminated before attaining the Early
                    Retirement Age, the following shall apply. If the benefit
                    commences on or after the date the Participant attains the
                    Early Retirement Age, the benefit will be the benefit will
                    be reduced by .5% for each calendar month (which is 6% per
                    year), if any, by which the commencement of the benefit
                    precedes the first of the month coincident with or next
                    following the date the Participant's Normal Retirement Age.
                    If the benefit commences before the date the Participant
                    attains the Early Retirement Age, the benefit will be the
                    present value of the benefit that would be payable to the
                    Participant under paragraph (1) above. For these purposes
                    the present value shall be determined by reference to the
                    Actuarial Equivalent interest and mortality factors in
                    effect on that date under the last paragraph of Section 1.01
                    of the Program.

               "A Participant whose benefits under the Program have not
               commenced may change the date elected under (1) or (2) above
               prospectively on a request in writing to the Employer.
               Commencement of the Early Retirement Benefit shall be subject to
               the restrictions of Section 4.01(b) if applicable."

     16. Sections 4.05, Special Early Retirement Benefit, 4.08, Vesting, and


                                      -15-
<PAGE>


4.16, Disability Benefit, are deleted. Section 4.06 is renumbered to be Section
4.05, Section 4.07 is renumbered to be Section 4.06, and Sections 4.09 through
4.15 are renumbered to be Sections 4.07 through 4.13, respectively. References
to these Sections in the Program shall be revised accordingly.

     17. New Section 4.05 (old Section 4.06), Pre-Retirement Death Benefit, is
modified to read as follows:

          "4.05 Pre-Retirement Death Benefit.

          "(a) Condition. A Pre-Retirement Death Benefit shall be payable under
     this Section 4.05 if the Participant is an active Participant in the
     Program (without regard to the Participant's Years of Vesting Service) and
     dies before termination of Employment and his Annuity Starting Date, or if
     the Participant is a terminated Participant with a nonforfeitable right to
     a benefit under the Program and dies before his Annuity Starting Date. This
     Section 4.05 shall only apply to Participants who are Employees of the
     Employer on or after October 1, 1998. Participants who terminated
     Employment with the Employer prior to October 1, 1998, will be subject to
     the Pre-Retirement Death Benefit provisions provided under the terms of the
     prior Program in effect on the date of their termination of Employment.

          "(b) Beneficiary. A Pre-Retirement Death Benefit shall be payable to
     the Participant's surviving Spouse, or if the surviving Spouse has waived
     such benefit in accordance with subsection (e) below and the Participant's
     designated Beneficiary is surviving, to the Participant's designated
     Beneficiary. If the Pre-Retirement Death Benefit is payable to the
     Participant's surviving Spouse, and the surviving Spouse does not elect to
     commence the benefit at the earliest commencement date specified in
     subsection (c)(1) below, and dies thereafter before commencing the benefit,
     then the lump sum equivalent of the Pre-Retirement Death Benefit that would
     have been payable to the surviving Spouse on the date which is the first
     day of the month coincident with or next following the surviving Spouse's
     date of death, had the surviving Spouse elected to accelerate the
     commencement of such benefit and lived to receive it, shall be payable to
     the Spouse's estate at that time in a lump sum. If the Pre-Retirement Death
     Benefit is payable to the surviving Spouse or to a surviving designated
     Beneficiary, and if the surviving Spouse or the surviving designated
     Beneficiary dies under circumstances in which it is not possible to
     reasonably determine whether the Spouse or the designated Beneficiary
     survived


                                      -16-
<PAGE>


     the Participant, or if such person dies before the earliest commencement
     date specified in subsection (c)(1) below, then the surviving Spouse or the
     surviving designated Beneficiary shall be deemed to have predeceased the
     Participant for these purposes.

          "(c) Commencement and Form of Pre-Retirement Death Benefit.

               "(1) Commencement. The Pre-Retirement Death Benefit payable to a
          surviving Spouse shall commence on the first day of the calendar month
          coincident with or next following the later of the Participant's date
          of death or the date the Participant attained (or would have attained)
          his Normal Retirement Age. If a Participant dies before attaining the
          Normal Retirement Age and the Pre-Retirement Death Benefit is payable
          to the surviving Spouse, the surviving Spouse may elect to accelerate
          the commencement of the benefit to the first day of any month
          coincident with or next following the Participant's date of death. A
          Pre-Retirement Death Benefit payable to a Participant's surviving
          designated Beneficiary shall commence on the first day of the calendar
          month coincident with or next following the Participant's date of
          death, and may not be deferred by the Beneficiary.

               "(2) Form of Payment. A Pre-Retirement Death Benefit payable to a
          surviving Spouse or a surviving designated Beneficiary shall be in the
          form of a monthly annuity for the life of the recipient, an
          actuarially equivalent monthly annuity for the life of the recipient
          with Retirement Account guaranteed, or an actuarial equivalent lump
          sum, as determined in accordance with subsection (d).

                    "(i) The surviving Spouse or the surviving designated
               Beneficiary, as the case may be, may elect which form of payment
               is to be made; provided, however, that the payment to the
               surviving Spouse shall be in the form of a lump sum in the event
               the mandatory cash-out provisions of Section 4.13 apply; and
               provided further that the payment to the surviving designated
               Beneficiary shall be in the form of a lump sum in the event that
               the Beneficiary's lump sum equivalent is less than or equal to
               $5,000, in the event that the dollar amount of the single life
               monthly annuity otherwise payable hereunder to that Beneficiary
               is less than $100, or in the event the Beneficiary is a trust or
               the Participant's estate.

                    "(ii) Pre-Retirement Death Benefit payments made in the form
               of a monthly annuity for the life of the recipient shall be made
               on the applicable commencement date and the first day of each
               month thereafter, and the last payment


                                      -17-
<PAGE>


               shall be the payment due in the month in which the recipient's
               death occurs.

                    "(iii) Pre-Retirement Death Benefit payments made in the
               form of a monthly annuity for the life of the recipient with
               Retirement Account guaranteed shall be made on the applicable
               commencement date and the first day of each month thereafter for
               the life of the recipient, and if, at the recipient's death, the
               amount of the total payments actually made to the recipient is
               less than the amount of the lump sum payment that could have been
               paid to the recipient under Section 4.05(d)(1), an amount equal
               to the difference between such lump sum amount and the total
               payments made to the recipient shall be paid in a lump sum to the
               estate of the recipient.

                    "(iv) If a single sum payment of the Pre-Retirement Death
               Benefit is made hereunder, no further benefit shall be paid to
               the recipient of the lump sum.

                    "(v) If the surviving Spouse or the surviving designated
               Beneficiary, as the case may be, does not elect a form of payment
               for the Pre-Retirement Death Benefit, and if the mandatory
               cash-out provisions described above do not apply, payment
               hereunder shall be made in the form of a single life monthly
               annuity for the life of the recipient.

          "(d) Amount of Pre-Retirement Death Benefit.

               "(1) Lump Sum Benefit. The Pre-Retirement Death Benefit, if paid
          in the form of a lump sum benefit, shall be equal to 100 percent of
          the lump sum benefit that the Participant would have been eligible to
          receive under Section 5.03(b)(1)(i) on the first day of the month
          coincident with or next following his date of death, calculated as if
          the Participant had terminated Employment on the date of his death
          (or, if earlier, the date the Participant actually terminated
          Employment), elected the lump sum form of payment, and survived until
          such commencement date. Notwithstanding the foregoing, if the
          Pre-Retirement Death Benefit is payable to the surviving Spouse, the
          amount payable to the surviving Spouse shall not be less than 50
          percent of lump sum benefit that the Participant would have been
          eligible to receive under Section 5.03(b)(1)(ii) on the first day of
          the month coincident with or next following his date of death,
          calculated as if the Participant had terminated Employment on the date
          of his death (or, if earlier, the date the Participant actually
          terminated Employment), elected the lump sum form of payment, and
          survived until


                                      -18-
<PAGE>


          such commencement date. If a surviving Spouse defers commencement of
          such benefit pursuant to subsection (c)(1), the amount of such benefit
          shall continue to earn interest at the rate specified under Section
          4.02(b)(1)(iii).

               "(2) Life Benefit. If the Pre-Retirement Death Benefit is paid in
          the form of a monthly annuity for the lifetime of the surviving Spouse
          or the surviving designated Beneficiary, as the case may be, pursuant
          to subsection (c)(2), the amount of such benefit shall equal the
          Actuarial Equivalent (based on the recipient's age as of the
          commencement date of such benefit) of the amount of lump sum benefit
          described in paragraph (1) above, payable as of such date.

               "(3) Life Benefit with Retirement Account Guaranteed. If the
          Pre-Retirement Death Benefit is paid in the form of a monthly annuity
          for the lifetime of the surviving Spouse or the surviving designated
          Beneficiary, as the case may be, with Retirement Account guaranteed,
          pursuant to subsection (c)(2), the amount of such monthly benefit
          shall equal 97% of the amount that otherwise would have been payable
          to the recipient under paragraph (2) above. If, at the recipient's
          death, the amount of total payments actually made to the recipient is
          less than the amount of the lump sum payment that could have been paid
          to the recipient under paragraph (1) above, the amount of the
          guaranteed payment shall equal the difference between such lump sum
          amount and the total payments actually made to the recipient.

               "(4) Payments to Designated Beneficiaries. In the event the
          Participant designates more than one Beneficiary, the lump sum amount
          determined under paragraph (1) shall be divided among the surviving
          designated Beneficiaries equally unless otherwise specified. If
          payment is to be made to a designated Beneficiary in the form of a
          lump sum, the amount of the lump sum shall equal the portion of the
          lump sum amount allocated to the designated Beneficiary. If payment is
          to be made to a designated Beneficiary in the form of an annuity, the
          amount of monthly payments shall be actuarially equivalent to the
          portion of the lump sum allocated to the designated Beneficiary,
          calculated by reference to paragraph (2) or (3), as the case may be,
          taking into account the Beneficiary's life expectancy for these
          purposes.

          "Each Beneficiary shall be permitted to elect to receive payment in
     the form of a lump sum or monthly annuity; provided, however, that the
     mandatory cash-out provisions of subsection (c) shall be applied separately
     to each Beneficiary


                                      -19-
<PAGE>


          pursuant to that subsection, based on the value of the benefit payable
          to that Beneficiary.

               "(5) Minimum Spousal Benefits. Notwithstanding paragraphs (1),
          (2) and (3), if the Pre-Retirement Death Benefit is payable to the
          surviving Spouse, then in no event will the benefit received by a
          surviving Spouse be less than the Actuarial Equivalent of the annuity
          benefit the Spouse would have received as the survivor portion of the
          Joint and Survivor Benefit payable under the Program if the
          Participant had commenced benefits in that form on the day before his
          death. In addition, if the Pre-Retirement Death Benefit is payable to
          the surviving Spouse, and if a Participant dies, after having made a
          valid election of Option C under Section 5.04 and designated his
          Spouse as the contingent Beneficiary, but prior to his Annuity
          Starting Date, then the benefit that is payable to his surviving
          Spouse in accordance with subsection (b) above shall be no less than
          what would have been payable to her under Option C if the Participant
          had retired and started to receive benefits on the day before his
          death.

          "(e) Waiver of Pre-Retirement Death Benefit. At any time during the
     election period, a Participant may elect to designate a Beneficiary other
     than his surviving Spouse to receive the Pre-Retirement Death Benefit or
     may revoke such designation. Any designation or revocation shall be made in
     writing on a form filed with the Employer in such manner as the Committee
     may determine. A married Participant's election to designate a Beneficiary
     other than his surviving Spouse shall be ineffective unless the
     Participant's Spouse consents in writing to the payment of the
     Pre-Retirement Death Benefit to the Beneficiary. This consent must state
     the specific non-spouse Beneficiary (or Beneficiaries) being designated by
     the Participant, must acknowledge the effect of the waiver, and must be
     witnessed by an Employer representative of the Program or a notary public.
     The preceding two sentences shall not apply if it is established to the
     satisfaction of the Program representative that the Spouse's consent cannot
     be obtained because there is no Spouse, because the Spouse cannot be
     located, or because of any other circumstances described in regulations
     issued under ss.401 and ss.417 of the Internal Revenue Code. The consent of
     a Participant's Spouse (or the establishment that such consent cannot be
     obtained) shall be effective only with respect to that particular Spouse. A
     married Participant may elect to change his prior designation of a
     Beneficiary other than the surviving Spouse to another such Beneficiary
     only with the consent of his Spouse; provided, however, that the Spouse's
     consent shall not be required if the Spouse has expressly permitted
     designations by the Participant without any further spousal


                                      -20-
<PAGE>


     consent. A consent by such Spouse that permits designations by the
     Participant without any requirement of further consent by such Spouse must
     acknowledge that the Spouse has the right to limit consent to a specific
     Beneficiary, and that the Spouse voluntarily elects to relinquish such
     right. Notwithstanding the foregoing, a married Participant may revoke his
     designation of a Beneficiary other than the surviving Spouse and reinstate
     his Spouse as the recipient of the Pre-Retirement Death Benefit without the
     consent of the Spouse.

          "For purposes of this subsection (e), the election period shall begin
     on the first day of the Program Year in which the Participant attains age
     35, or, if earlier, on the date a Participant terminates his Employment
     prior to attaining age 35, and shall end on the date of the Participant's
     death. If an active Employee becomes a Participant prior to attaining age
     35, such an Employee may, with spousal consent, in accordance with this
     paragraph (e), make a temporary designation of a Beneficiary other than the
     surviving Spouse at any time beginning with the month he first becomes a
     Participant and ending on the day before the first day of the Program Year
     in which he attains age 35; provided, however, that such temporary
     designation, if not revoked earlier, shall become invalid on the first day
     of the Program Year in which the Participant attains age 35. The election
     period for a Participant who is not married and who is not subject to the
     spousal consent requirements of this subsection (e) shall begin with the
     month he first becomes a Participant and end on the date of the
     Participant's death.

          "(f) Notice Requirements. The Employer shall furnish each Participant
     with a written explanation of the terms and conditions of the
     Pre-Retirement Death Benefit and the rights of the Participant and his
     Spouse with respect thereto. Such explanation shall be provided in a manner
     consistent with the regulations prescribed under ss.401 and ss.417 of the
     Internal Revenue Code. In the case of an Employee who becomes a Participant
     on or before the first day of the Program Year in which he attains age 32,
     the notice period shall begin on the first day of the Program Year in which
     the Participant attains age 32, and shall end on the last day of the
     Program Year preceding the Program Year in which the Participant attains
     age 35. In the case of an Employee who becomes a Participant after the
     first day of the Program Year in which he attains age 32, the notice period
     shall begin on the day he becomes a Participant and shall end twelve months
     later. In the case of an Employee who terminates his Employment prior to
     attaining age 35, the notice period shall begin one year prior to such date
     of termination and shall end one year after such date. Should such
     Participant return to the Employment of the Employer,


                                      -21-
<PAGE>


     the applicable notice requirements of this paragraph shall be observed.
     Additionally, in the case of an Employee who becomes a Participant before
     the first day of the Plan Year in which he attains age 32, the notice
     period with respect to the Participant's ability to make a temporary
     designation of a non-spouse Beneficiary shall begin on the day he first
     becomes a Participant."

     18. New Section 4.09 (old Section 4.11), Non-duplication of Benefits, is
modified by inserting the following in lieu of the introduction and subsection
(a):

          "4.09 Non-duplication of Benefits. Prior to October 1, 1998, benefits
     were provided under this Program for prior service with the Employer and
     other Plans. Beginning on October 1, 1998, benefits are provided under this
     Program for prior service with the Employer and other Plans only in
     accordance with Section 4.02(b)(2) and (3). Under Section 4.02(b)(1),
     benefits provided for prior service with the Employer and other Plans are
     considered only for the purpose of determining the initial account balance
     and the pay credit applicable to the Participant. It is the intent of this
     Program to avoid duplication of benefits provided under this Program and
     the pension programs of other Plans with respect to such prior service. The
     term "pension program" refers to a program which satisfies the requirements
     of ss. 401(a) of the Internal Revenue Code of 1986. The following rules
     apply for the purpose of eliminating duplication of benefits under Sections
     4.02(b)(2) and (3), as well as for determining the initial balance of the
     Retirement Account described in Section 4.02(b)(1):

               "(a) A benefit payable under this Program, including a
          pre-retirement death benefit, shall be offset by the amount of
          employer-paid benefits earned under a pension program of a Plan for a
          period of service for which credit is given under this Program.
          Generally the offset shall be applied by reducing the benefit payable
          to the Participant under the Program for the life of the Participant
          commencing at age 65 by the benefit payable under the pension program
          of the other Plan in the same form and commencing at the same time;
          the resulting benefit shall be paid at the time and in the form
          determined under the provisions of the Program. If the other Plan was
          merged with the Employer, or if the Employer and the other Plan
          conducted joint operations at the same principal place of business,
          the offset shall be applied by reducing the benefit payable to the
          Participant under this Program at the time of commencement by the
          Actuarial Equivalent of the benefit payable under the pension program
          of the other Plan if the benefit under this Program commences prior to
          the Participant's Normal Retirement Age. Under all circumstances, the
          offset shall be made if the Participant's benefit under the other
          program is or was nonforfeitable, regardless of whether the




                                      -22-
<PAGE>


          Participant has taken his prior benefit in a form other than the form
          in which benefits are payable under this Program or, in the case of an
          offset applied to a pre-retirement death benefit, has failed to elect,
          or has waived, an optional form of benefit which would have provided a
          death benefit to his spouse. Further, the offset shall be made if this
          Program is terminated based on the benefit credited to the Participant
          under the other Plan's pension program at the time of this Program's
          termination if the Participant has vested in that benefit, regardless
          of whether that benefit is ultimately paid to the Participant.
          However, a Participant's benefit under this Program shall not be less
          than the benefit would have been if credit had not been given for the
          prior service with the other Plan."

     19. New Section 4.09 (old Section 4.11), Non-duplication of Benefits, is
modified by revising subsection (b) to read as follows:

          "(b) A benefit payable under this Program shall be offset by any
     benefit previously earned and payable to the Participant or his Beneficiary
     under this Program. The offset shall be applied by reducing the current
     benefit payable to the Participant under this Program by the prior benefit,
     including the value of any applicable cost of living adjustment and
     excluding any special early retirement supplement, payable under the
     Program. Notwithstanding the foregoing, the following rules shall apply:

               "(1) In the event a Participant terminates Employment, receives a
          distribution of his or her entire accrued benefit, and is subsequently
          rehired by the Employer, the Participant's Retirement Account shall
          not be credited with an initial balance and shall not be reduced by
          any benefit previously earned and payable under the Program, but
          future benefits accrued under Section 4.02(b)(1)(ii) shall take into
          account Participant's Years of Vesting Service prior to the date of
          rehire.

               "(2) In the event a Participant terminates Employment, commences
          to receive his or her accrued benefit in the form of an annuity, and
          is subsequently rehired by the Employer, the annuity payments shall
          continue to be paid to the Participant during Employment. In addition
          upon reemployment, the Participant's Retirement Account shall not be
          credited with an initial balance and shall not be reduced by any
          benefit previously earned and payable under the Program, but future
          benefits accrued under Section 4.02(b)(1)(ii) shall take into account
          Participant's Years of Vesting Service prior to the date of rehire.


                                      -23-
<PAGE>


               "(3) In the event a Participant terminated from the Employer's
          Employment prior to September 30, 1998, had an accrued benefit under
          the prior Program as of September 30, 1998, and was subsequently
          reemployed by the Employer prior to any payment of such benefit, the
          Participant shall be credited, as of the date of reemployment, with an
          initial balance as described in Section 4.02(b)(1)(i)(bb).

               "(4) A rehired Employee's accrued benefit prior to a Break in
          Service shall be disregarded if the Employee previously terminated
          Employment with the Employer prior to acquiring a right to a vested
          benefit under the Program, and if the Employee's subsequent period of
          consecutive Breaks in Service exceeded the greater of five or the
          Employee's prior Years of Vesting Service. The preceding sentence
          shall not apply, however, to the benefit accrued under the prior
          Program as of September 30, 1998 by a Participant described in the
          last sentence of Section 1.28."

     20. New Section 4.10 (old Section 4.12), Limitation of Benefit, is modified
by amending subsection (a), Basic Limitations, by inserting the following in
lieu of the last paragraph:

          "For purposes of this Section, the term "annual benefit" means the
     benefit that is payable annually to a Participant in the form of a straight
     lifetime benefit with no ancillary benefits. With respect to Program Years
     beginning on or after January 1, 1998, the term "compensation" has the same
     meaning as Earnings, as defined in clause (a) of the last paragraph of
     Section 1.06 (without regard to the next-to-the-last sentence of such
     paragraph), and with respect to Program Years beginning prior to January 1,
     1998, the term "compensation" has the meaning prescribed for these purposes
     in the prior Program in effect as of December 31, 1997. The term "Defined
     Benefit Dollar Limit" shall mean the dollar limit specified in ss.
     415(b)(1)(A) of the Internal Revenue Code."

     21. New Section 4.11 (old Section 4.13), Suspension of Benefits, is
modified by amending subsection (a)(1), Conditions for Suspension, to insert the
following sentence at the end thereof:



                                      -24-
<PAGE>


          "Notwithstanding the foregoing, in the case of a Participant described
     in Section 4.09(b)(2), payment of benefits under the Program shall not be
     suspended."

     22. New Section 4.11 (old Section 4.13), Suspension of Benefits, is
modified by deleting subsection (b), Employment with a Participating Plan, and
subsection (c), Other Employment, and by relettering the remaining subsections
(d), (e), and (f) to be subsections (b), (c), and (d), respectively. References
to these subsections in the Retirement Program shall be revised accordingly.

     23. Subsection (a)(1)(ii) of Section 5.01, Joint and Survivor Benefit, is
modified by inserting the following at the end thereof:

          "If the Participant's age is less than age 55, and the amount that
     otherwise would have been payable to the Participant under the preceding
     provisions of this paragraph (1)(ii) is less than 99% of the benefit that
     would have been payable only for the lifetime of the Participant, then the
     amount payable under this paragraph (1)(ii) shall be further adjusted by
     increasing such amount by .24 of 1 percentage point for each year by which
     the Participant's age is less than age 55; but in no event shall such
     further adjustment cause the amount payable to the Participant under
     subparagraph (ii) to exceed 99% of the benefit that would have been payable
     to him for his life only."

     24. Section 5.02(b), Election of Optional Retirement Benefits, is modified
by inserting the following after the first sentence of such provision:

          "Notwithstanding the foregoing, effective October 1, 1998, Options B,
     C, and D described in Section 5.04 shall not be available as distribution
     options under the Program; provided, however, that a Participant who was a
     Participant in the Program as of September 30, 1998, may elect to have his
     benefit paid in a form described in Option B, C, or D as in effect on
     September 30, 1998, but only at a time permitted under the applicable terms
     of the Program in effect on September 30, 1998."

     25. Section 5.03(a), For Options A, B, C or D, is modified by revising the
caption and the first sentence to read as follows:

          "(a) For Options A, B, C, D, F, or G. Subject to the second sentence
     of Section 5.02(b), any benefit payable in accordance with Options A, B, C,
     D, F, or G provided in Section 5.04 shall be determined as of the date
     benefits are to commence and in an amount determined pursuant to one of the
     following (check one):"



                                      -25-
<PAGE>


     26. Section 5.03(a)(2) is modified by adding the following subparagraphs
(v) and (vi) before the last paragraph of such provision:

          "(v) Under Option F, Life Annuity with Retirement Account Guaranteed:
     (aa) with respect to the monthly amount payable hereunder, 97% of the
     amount that otherwise would have been payable to the Participant under
     Section 5.01(a)(2) above, and (bb) with respect to the guaranteed payment,
     if, at the Participant's death, the amount of total payments actually made
     to the Participant is less than the amount of the lump sum payment that
     could have been paid to the Participant under Option E below, the amount of
     the guaranteed payment shall equal the difference between such lump sum
     amount and the total payments actually made to the Participant.

          "(vi) Under Option G, Joint and 50% Contingent Benefit with Retirement
     Account Guaranteed: (aa) with respect to the monthly amount payable
     hereunder, 98% of the amount that otherwise would have been payable to the
     Participant or the Beneficiary under subparagraph (iii)(aa) above;
     provided, however, that if the Participant's age is less than age 55, and
     the amount that otherwise would have been payable to the Participant under
     subparagraph (iii)(aa) above is less than 99% of the benefit that would
     have been payable only for the lifetime of the Participant, then the amount
     that would otherwise have been payable under subparagraph (iii)(aa) above
     shall be further adjusted by increasing such amount by .24 of 1 percentage
     point for each year by which the Participant's age is less than age 55; but
     in no event shall such further adjustment cause the amount payable to the
     Participant under subparagraph (iii)(aa) to exceed 99% of the benefit that
     would have been payable to him for his life only; and (bb) with respect to
     the guaranteed payment, if, at the later to die of the Participant and the
     Participant's Beneficiary, the amount of total payments actually made to
     the Participant and the Beneficiary is less than the amount of the lump sum
     payment that could have been paid to the Participant under Option E below,
     the amount of the guaranteed payment shall equal the difference between
     such lump sum amount and the total payments actually made to the
     Participant and the Beneficiary."

     27. Section 5.03(b), For Option E, Lump Sum, is modified to read as
follows:

          "(b) For Option E, Lump Sum.

               "(1) In General. Any benefit payable in accordance with Option E
          provided in Section 5.04 shall be determined as of the date benefits
          are to commence as the greater of:


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<PAGE>


                    "(i) the value of the Participant's Retirement Account; or

                    "(ii) the Actuarial Equivalent value, using the Actuarial
               Equivalent factors described in the last paragraph of Section
               1.01, of the benefit that otherwise would be payable to the
               Participant for his life only, based on the greater of the
               formula amounts in Section 4.02(b)(2) or (3), or based on Section
               4.04(b)(2)(ii), as the case may be.

               "The amounts determined under clause (i) and (ii) above shall be
               subject to the minimum benefit provisions specified in paragraphs
               (2) and (3) below, to the extent they apply.

               "(2) Transition Rule for Active Participants. In the case of a
          Participant (i) who was an active Participant as of June 30, 1996,
          (ii) who, as of that date, had a vested right to benefits under this
          Program, and (iii) who retires on or before December 1, 1998, so that
          the Participant's benefit commencement date is prior to January 1,
          1999, in no event shall the amount determined under clause (ii) of
          Section 5.03(b)(1) be less than the amount determined as of the date
          benefits are to commence, but using for these purposes the
          Participant's vested accrued benefit as of June 30, 1996, and the
          provisions of Section 5.03(b) which were in effect as of June 30, 1996
          and then applicable to the Participant.

               "(3) Minimum Based on Normal Retirement Benefit. In no event
          shall the amount of this Option E, Lump Sum be less than the Actuarial
          Equivalent value, using the Actuarial Equivalent factors described in
          the last paragraph of Section 1.01, determined as of the date benefits
          are to commence on the basis of the greatest of the Participant's
          Normal Retirement Benefit under Section 4.02(b)(1), (2),or (3)."

     28. Section 5.04, Option B. Life Benefit with 120 or 240 Payments
Guaranteed, is modified by modifying the last sentence to read as follows:

          "Such commuted value shall be determined by the Committee on the basis
     of the Applicable Interest Rate defined in Section 1.01."

     29. Section 5.04, Description of Options, is modified by adding the
following paragraphs to the end thereof:


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<PAGE>


          "Option F. Life Annuity with Retirement Account Guaranteed. This
     optional form of benefit is payable monthly to the Participant for life,
     with the total of such payments guaranteed to equal at least the amount of
     lump sum payment that could have been paid to the Participant under Option
     E. If, at the Participant's death, the amount of total payments actually
     made to the Participant is less than the amount of the lump sum payment
     that could have been paid to the Participant under Option E, an amount
     equal to the difference between such lump sum amount and the total payments
     actually made to the Participant shall be paid in a lump sum to the
     Participant's Beneficiary, or if there is no surviving Beneficiary, to the
     estate of said Participant.

          "Option G. Joint and 50% Contingent Benefit with Retirement Account
     Guaranteed. This optional form of benefit is payable monthly to the
     Participant for life and 50% of such amount shall continue after his death
     to his surviving Beneficiary for life, with the total of such payments
     guaranteed to equal at least the amount of the lump sum payment that could
     have paid to the Participant under Option E. If at the later to die of the
     Participant and the Participant's Beneficiary, the total payments made to
     the Participant and the Beneficiary is less than the amount of lump sum
     payment that could have been paid to the Participant under Option E, an
     amount equal to the difference between such lump sum amount and the total
     payments actually made to the Participant and the Beneficiary shall be paid
     in a lump sum to the estate of the Participant or the estate of the
     Participant's Beneficiary, whichever is the last to die."


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<PAGE>



                                        TRIGON INSURANCE COMPANY


                                        By:
                                           ------------------------------------
                                           Authorized Officer


----------------------------------      ---------------------------------------
Attest                                  Title

----------------------------------      ---------------------------------------
Title                                   Date



                                        APPROVED:

                                        NATIONAL EMPLOYEE
                                        BENEFITS COMMITTEE

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


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