Exhibit 10.13



                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT made this 30th day of May, 1996, between TRIGON BLUE
CROSS BLUE SHIELD, a Virginia nonstock corporation ("Blue Cross") and RONALD H.
BARGATZE ("Executive").

                                    RECITALS

         Executive is currently employed in an executive position with Blue
Cross and the parties desire to enter into the following agreement relating to
that employment.
         NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the parties agree:
         1.       Employment.  Blue Cross hereby employs Executive, and
Executive accepts such employment.  Executive's employment
hereunder is at will.  Executive may resign at any time, and Blue
Cross may discharge Executive at any time, with or without cause.
         2.       Severance.  If Executive resigns or if Blue Cross
terminates Executive's employment for any reason other than for
cause, then Blue Cross will pay to Executive severance pay as
follows:
                  (a)      If at the time of resignation or termination
                           Executive has been employed with Blue Cross or any of
                           its affiliates for a continuous period of less than
                           five (5) years, Executive will be paid severance pay
                           equal to six (6) full months following resignation or

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                           termination; or
                  (b)      If at the time of resignation or termination
                           Executive has been employed with Blue Cross or any of
                           its affiliates for a continuous period of five (5)
                           years or more, Executive will be paid severance pay
                           equal to twenty-four (24) months salary, payable
                           monthly at the end of each of the first twenty-four
                           (24) full months following resignation or
                           termination.
For purposes of this Agreement, affiliates of Blue Cross shall include any
entity controlled by, controlling, or under common control with Blue Cross. In
computing the continuous period of employment for purposes of this Agreement,
there shall be taken into account continuous employment both before and after
the date of this Agreement. If Executive's employment hereunder is terminated by
reason of death or for cause, that its, neglect by Executive of his duties or
willful misconduct by Executive, Executive shall not be entitled to any
severance pay.
         3. Confidential Information. Executive will not, either during
his employment with Blue Cross or thereafter, disclose to any person any trade
secret or confidential commercial information of Blue Cross or its affiliates,
make any derogatory or disparaging statement about Blue Cross, its affiliates,
or any officer or director of Blue Cross or its affiliates, or knowingly take
any other action with intent to inure Blue Cross or any affiliate of Blue Cross
in its trade or business.
         4. Noncompetition.  If Executive's employment with Blue


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Cross terminates for any reason, for a period of two (2) years following such
termination Executive will not, without the prior written consent of Blue Cross:
                  (a)      Become an officer, director, or employee of,
                           consultant to, or ten percent (10%) or more owner of
                           any entity that, as of the date of termination of
                           employment, is then competing with Blue Cross or any
                           affiliate of Blue Cross in any business activity in
                           Virginia; or
                  (b)      Employ or seek to employ any employee of Blue Cross
                           or its affiliates.
         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
                                         BLUE CROSS AND BLUE SHIELD OF VIRGINIA


                                      By: /s/ Phyllis Cothran
                                         --------------------------------

                                      Title: President & Chief Operating Officer
                                             -----------------------------------






                                          /s/ Ronald H. Bargatze
                                          --------------------------------------
                                                                   ("Executive")




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