EXHIBIT 10.1
                                 FIRST AMENDMENT

                                     TO THE
                TRIGON HEALTHCARE, INC. 1997 STOCK INCENTIVE PLAN

             FIRST  AMENDMENT,  dated as of  February  15,  2000,  to the Trigon
Healthcare,  Inc. 1997 Stock  Incentive Plan (the "Plan") by Trigon  Healthcare,
Inc. (the "Company").

             The Company maintains the Plan established effective as of February
19, 1997. The Company has the power to amend the Plan and now wishes to do so.

             NOW, THEREFORE, the Plan is amended as follows:

I. Section 2(t) is restated in its entirety with the following:

     (t) PERFORMANCE CRITERIA means any of the following areas of performance of
         the Company,  or any Subsidiary as determined under generally  accepted
         accounting  principles  or as publicly  reported by the Company:  asset
         growth;  combined net worth; debt to equity ratio;  earnings per share;
         revenues;  investment  performance;  operating  income (with or without
         investment  income or income  taxes);  operating cash flow; net income,
         before or after taxes;  earnings before interest,  taxes,  depreciation
         and/or  amortization;  return  on total  capital,  equity,  revenue  or
         assets;  medical loss ratio; or number of policyholders or insured. Any
         Performance  Criteria  may be  used  with  or  without  adjustment  for
         extraordinary items or nonrecurring items.

II.  Section 4 is amended by replacing  the amount  "3,550,000"  with the amount
"6,300,000" in the first sentence.

          III.      Section  4  is  further  amended  by  adding  the  following
                    sentence  to the end:

          No more than 750,000  shares may be issued as  Restricted  Stock after
          April 26,  2000,  provided  that shares of  Restricted  Stock that are
          forfeited  or that are granted to a  Participant  in exchange  for the
          deferral of an  equivalent  cash amount  shall not be counted  against
          this limit.

          IV.       Section 4 is  further  amended  by  deleting  the  following
                    sentence:

         The Committee is expressly  authorized to make an Incentive  Award to a
         Participant  conditioned  upon the  surrender  for  cancellation  of an
         option granted under an existing Incentive Award.


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          V.        Section 9(b) is amended by adding the following sentences to
                    the end:

         Except as provided in Section 15 or with  approval of  shareholders,  a
         Participant may not surrender an Option in consideration  for the grant
         of a new Option with a lower exercise price. If a Participant's  Option
         is cancelled  before its  termination  date,  the  Participant  may not
         receive another Option within 6 months of the  cancellation  unless the
         exercise  price of such Option is not less than the  exercise  price of
         the cancelled Option or shareholder approval is received of the grant.

          VI.       Section 9(c) is amended by restating  the portion  preceding
                    (i) as follows:

          Options may be  exercised  in whole or in part at such times as may be
          specified  by  the  Committee  in  the   Participant's   stock  option
          agreement;  provided that (A) an Option shall not be exercisable  more
          than 10 years after the Date of Grant, and (B) the exercise provisions
          for  Incentive  Stock  Options shall in all events not be more liberal
          than the following provisions:

VII. These  amendments  are  contingent  on  the  approval  by  shareholders  of
     Amendments  I and II  above  and,  if  approved,  the  amendments  shall be
     effective immediately following the annual meeting of shareholders.

         VIII.  In all respects not amended, the Plan is ratified and confirmed.

                                   * * * * * *


IN WITNESS  WHEREOF,  this  Amendment to the Plan has been  executed on the date
indicated below.


                                      TRIGON HEALTHCARE, INC.


                                      By: _________________________


                                      Date: ________________________