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                                                                Exhibit 10(xxix)



                              EMPLOYMENT AGREEMENT

         This Employment Agreement is entered into as of the ____ day of
________, 1997, by and between Shirley R. Smith ("Executive") and Coventry
Corporation ("Employer"), a Delaware corporation with its principal place of
business at 53 Century Boulevard, Ste 250, Nashville, TN 37214.

                              W I T N E S S E T H:

         WHEREAS, Executive is currently employed by Employer as Vice President
and Corporate General Counsel, and Employer and Executive desire to enter into
an employment relationship; and

         WHEREAS, Executive and Employer desire to set forth in a written
agreement the terms and conditions of such employment.

         NOW, THEREFORE, in consideration of the premises hereof and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

         1. EMPLOYMENT. Employer currently employs Executive, and Executive
hereby agrees to continue her employment as Vice President and Corporate General
Counsel of Employer on and after the Effective Date (as defined in Section 3
below) under the terms and conditions hereinafter set forth.

         2. DUTIES. As Vice President and Corporate General Counsel of Employer,
Executive shall report to the President and Chief Executive Officer of Employer.
Her powers and duties shall continue to be those normally associated with such
position or as may be delegated or assigned to Executive by Employer's President
and Chief Executive Officer or by the Board of Directors of Employer. During the
term of this Agreement, Executive shall also serve without additional
compensation in such other offices of the Employer or its subsidiaries or
affiliates to which she may be elected or appointed by the Chief Executive
Officer of Employer or by the Board of Directors of Employer or its subsidiaries
or affiliates, respectively.

         3. EFFECTIVE DATE. This Agreement shall be effective as of the date set
forth above (the "Effective Date").

         4. INITIAL TERM. Subject to the terms and conditions set forth herein,
Executive shall be employed hereunder for an initial term of one year beginning
on the Effective Date. If at the end of the initial term a new employment
contract is not executed, the term of this Agreement shall continue on a
year-to-year basis in the absence of notice of either party.

         5. BASE COMPENSATION. For all duties rendered by Executive, Employer
shall continue to pay Executive a base salary ("Base Salary") of One Hundred
Thirty-one Thousand Two Hundred Fifty Dollars ($131,250), annually, to be
reviewed on an annual basis based upon



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the performance of Executive. The Base Salary shall be paid to Executive in
equal bi-weekly or semi-monthly payments in accordance with Employer's normal
payroll policies.

         6. ADDITIONAL COMPENSATION. During the period of this Agreement and as
a result of employment under this Agreement, Executive shall receive or be
eligible for the following additional compensation:

        (a) BONUS COMPENSATION: Executive shall be eligible to participate
            in the annual incentive bonus programs available to officers
            of Employer and will be eligible to receive other incentive
            compensation in accordance therewith as determined on an
            annual basis by the Compensation and Benefits Committee of the
            Board of Directors of Employer.

        (b) CAR ALLOWANCE: At the end of the lease term of Executive's
            current vehicle leased by Employer for Executive's use,
            Executive shall be entitled to a car allowance of $600.00 per
            month.

        (c) OTHER BENEFITS: Executive will be eligible for participation
            in any employee benefit programs available to officers of
            Employer from time to time as provided in Section 16 below.

         7. EXPENSES. Executive shall be reimbursed for ordinary and necessary
business expenses incurred by Executive on behalf of Employer and its
subsidiaries or affiliates upon presentation of vouchers in accordance with the
usual and customary procedure of Employer in relation to such expense items,
except that Employer may elect, at its option, to pay such expense items
directly rather than reimburse Executive therefor.

         8. EXTENT OF SERVICE. Executive shall devote substantially all of her
working time, attention and energies to the business of the Employer and shall
not, during the term of this Agreement, take, directly or indirectly, an active
role in any other business activity without the prior written consent of the
Employer; but except as provided in Section 14(b), this Section shall not
prevent Executive from serving as a director of other entities not affiliated
with Employer, from making real estate or other investments of a passive nature
or from participating in the activities of a nonprofit charitable organization
where such participation does not require a substantial amount of time and does
not adversely affect Executive's ability to perform her duties under this
Agreement.

         9. TERMINATION OF EMPLOYMENT. Employer may terminate this Agreement
with or without cause at any time during the term of this Agreement. If the
employment of Executive with Employer is terminated by Employer for any reason
other than Good Cause (as defined in Section 25 below), the following provisions
will apply:



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         (a) Employer shall during the Severance Period (as defined in
             Section 25 below), continue to pay Executive an amount equal
             to Executive's Base Salary at the time of termination of
             employment.

             Such amount will be paid during the Severance Period in
             monthly or other installments, similar to those being received
             by Executive at the date of termination of employment, and
             will commence as soon as practicable following the date of
             termination of employment.

         (b) During the Severance Period Executive and her spouse and
             family will continue to be covered by all Welfare Plans (as
             defined in Section 25 below), maintained by Employer in which
             she or her spouse or family were participating immediately
             prior to the date of her termination as if she continued to be
             an employee of Employer; provided that, if participation in
             any one or more of such Welfare Plans is not possible under
             the terms thereof, Employer will provide substantially
             identical benefits to the extent possible. If, however,
             Executive obtains employment with another employer during the
             Severance Period, such coverage shall be provided until the
             earlier of: (i) the end of the Severance Period or (ii) the
             date on which the Executive and her spouse and family can be
             covered under the plans of a new employer without being
             excluded from full coverage because of any actual pre-existing
             condition.

         (c) Executive shall not be entitled to payments during the
             Severance Period attributable to compensation for vacation
             periods she would have earned had her employment continued
             during the Severance Period or to unused vacation periods
             accrued as of the date of termination of employment.

         (d) During the Severance Period Executive shall not be entitled to
             reimbursement for fringe benefits such as car allowance, dues
             and expenses related to club memberships, and expenses for
             professional services.

         Compensation under Sections 9(a) and (b) hereof is contingent upon
Executive's compliance with Section 14 hereof.

         10. TERMINATION BY EXECUTIVE. Executive may terminate her employment
hereunder at any time upon sixty (60) days prior written notice. Upon such
termination by Executive, the Employer shall pay the Executive only her Base
Salary due through the date on which her employment is terminated at the rate in
effect at the time of notice of termination. The Employer shall then have no
further obligation to Executive under this Agreement, except for the payout of
benefits accrued under any Employee Benefit Plans or other employee benefits.

         11. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. In the
event Executive's employment is terminated at any time within two years
following the occurrence of a



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Change in Control as set forth in that certain Change in Control Agreement (as
defined in Section 25 below), then this Agreement shall become null and void and
the terms and conditions of the Change in Control Agreement shall control.

        12.  SETOFF.

        (a)  With respect to Section 9, payments or benefits payable to or
             with respect to Executive or her spouse pursuant to this
             Agreement shall be reduced by the amount of any claim of
             Employer against Executive or her spouse or any debt or
             obligation of Executive or her spouse owing to Employer.

        (b)  With respect to Section 9, payments or benefits payable to or
             with respect to Executive pursuant to this Agreement shall be
             reduced by any amount Executive may earn or receive from
             employment with another employer, except as expressly provided
             in Section 9(b).

        13.  DEATH. If Executive dies during the Severance Period:

        (a)  All amounts payable hereunder to Executive shall, during the
             remainder of the Severance Period, be paid to her surviving
             spouse. On the death of the survivor of Executive and her
             spouse, no further benefits will be paid under the Agreement.

        (b)  The spouse and family of Executive shall, during the remainder
             of the Severance Period, be covered under all Welfare Plans
             made available by Employer to Executive or her spouse
             immediately prior to the date of her death to the extent
             possible.

         Any benefits payable under this Section 13 are in addition to any other
benefit due to Executive or her spouse or beneficiaries from Employer,
including, but not limited to, payments under any Incentive Plans.

        14.  RESTRICTIVE COVENANTS.

        (a)  Confidential Information. Executive agrees not to disclose,
             either during the time she is employed by the Employer or
             following termination of her employment hereunder, to any
             person (other than a person to whom disclosure is necessary in
             connection with the performance of her duties as an employee
             of Employer or to any person specifically authorized by the
             Board of Directors of Employer) any material confidential
             information concerning the Employer or any of its Affiliates,
             including, but not limited to, strategic plans, customer
             lists, contract terms, financial costs, pricing terms, sales
             data or business opportunities whether for existing, new or
             developing businesses.



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         (b)      Non-Competition. During the term of employment provided
                  hereunder and for a period of one year after termination of
                  employment, Executive will not directly or indirectly own,
                  manage, operate, control or participate in the ownership,
                  management, operation or control of, or be connected as an
                  officer, employee, partner, director or otherwise with, or
                  have any financial interest in, or aid or assist anyone else
                  in the conduct of, any business which is in competition with
                  any business conducted by the Employer or any Affiliate of
                  Employer in any state in which the Employer or any Affiliate
                  of Employer is conducting business on the date of termination
                  or expiration of this Agreement, provided that ownership of 5%
                  or less of the voting stock of any public corporation shall
                  not constitute a violation hereof. Notwithstanding the
                  foregoing, Executive may enter into competition with Employer
                  or any Affiliate of Employer without being in violation of
                  this Agreement; provided, however, in any such event,
                  Executive shall forfeit all rights to payments and other
                  benefits under Section 9, above.

         (c)      Non-Solicitation. During the term of employment provided for
                  hereunder and for a period of one year after termination of
                  employment, Executive will not (i) directly or indirectly
                  solicit business which could reasonably be expected to
                  conflict with the interest of Employer or any Affiliate of
                  Employer from any entity, organization or person which has
                  contracted with the Employer or any Affiliate of Employer,
                  which has been doing business with the Employer or any
                  Affiliate of Employer, from which the Employer or any
                  Affiliate of Employer was soliciting business at the time of
                  the termination of employment or from which Executive knew or
                  had reason to know that Employer or any Affiliate of Employer
                  was going to solicit business at the time of termination of
                  employment, or (ii) employ, solicit for employment, or advise
                  or recommend to any other persons that they employ or solicit
                  for employment, any employee of the Employer or any Affiliate
                  of Employer.

         (d)      Consultation. Executive shall, at the Employer's written
                  request, for a period of one year after termination of
                  employment, cooperate with the Employer in concluding any
                  matters in which Executive was involved during the term of her
                  employment and will make herself available for consultation
                  with the Employer on other matters otherwise of interest to
                  the Employer. The Employer agrees that such requests shall be
                  reasonable in number and will consider Executive's time
                  required for other employment and/or employment search.

         (e)      Enforcement. Executive and the Employer acknowledge and agree
                  that any of the covenants contained in this Section 14 may be
                  specifically enforced through injunctive relief but such right
                  to injunctive relief shall not preclude the Employer from
                  other remedies which may be available to it.



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         (f) Continuing Obligation. Notwithstanding any provision to the
             contrary or otherwise contained in this Agreement, the
             agreement and covenants contained in this Section 14 shall not
             terminate upon Executive's termination of her employment with
             the Employer or upon the termination of this Agreement under
             any other provision of this Agreement.

         15. VACATION. During each year of this Agreement, Executive shall be
entitled to four (4) weeks paid vacation.

         16. HEALTH AND WELFARE BENEFITS; PROFIT-SHARING PLANS. In addition to
the benefits specifically provided for herein, Executive and her family shall be
entitled to participate in all health and welfare benefit plans maintained by
the Employer for executive or managerial employees generally according to the
terms of such plans, including Executive Long Term Disability coverage (which is
an individual medically underwritten policy and subject to a physical
examination for eligibility). Executive shall be entitled to participate in any
profit-sharing, retirement or similar plans established by Employer in which
executive or managerial employees of Employer participate, including any such
plan intended to comply with Section 401(k) of the Internal Revenue Code of
1986, as amended, and any such plan providing supplemental executive retirement
benefits.

         17. EXECUTIVE ASSIGNMENT. No interest of Executive or her spouse or any
other beneficiary under this Agreement, or any right to receive any payment or
distribution hereunder, shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance
of any kind, nor may such interest or right to receive a payment or distribution
be taken, voluntarily or involuntarily, for the satisfaction of the obligations
or debts of, or other claims against, Executive or her spouse or other
beneficiary, including claims for alimony, support, separate maintenance, and
claims in bankruptcy proceedings.

         18. BENEFITS UNFUNDED. All rights of Executive and her spouse or other
beneficiary under this Agreement shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating any assets of
Employer for payment of any amounts due hereunder. Neither Executive nor her
spouse or other beneficiary shall have any interest in or rights against any
specific assets of Employer, and Executive and her spouse or other beneficiary
shall have only the rights of a general unsecured creditor of Employer.

         19. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered or certified
mail to her residence in the case of Executive, or to its principal office in
the case of the Employer and the date of receipt shall be deemed the date which
such notice has been provided.

         20. WAIVER OF BREACH. The waiver by either party of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach by the other party.



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         21. ASSIGNMENT. The rights and obligations of the Employer under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Employer. The Executive acknowledges that the services to be
rendered by her are unique and personal, and Executive may not assign any of her
rights or delegate any of her duties or obligations under this Agreement.

         22. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties and supersedes all other prior agreements, employment contracts and
understandings, both written and oral, express or implied with respect to the
subject matter of this Agreement and may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.

         23. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Tennessee, without giving effect to the principles of conflicts of law
thereof.

         24. HEADINGS. The sections, subjects and headings of this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         25. DEFINITIONS. For purposes of this Agreement:

         (a) "Affiliate" shall have the meaning set forth in Rule 144(a)(1)
             promulgated under the Securities Act of 1933, as amended.

         (b) "Change in Control Agreement" shall mean that certain
             Agreement (for Key Executives) dated September 12, 1995,
             between Employer and Executive, a copy of which is attached
             hereto as Exhibit "A".

         (c) "Good Cause" shall be deemed to exist if, and only if:

             (i)      Executive engages in material acts or omissions
                      constituting dishonesty, breach of fiduciary
                      obligation or intentional wrongdoing, malfeasance or
                      non-compliance with written directives approved by
                      the Chief Executive Officer of Employer or the Board
                      of Directors of Employer, which are demonstrably
                      injurious to Employer; or

             (ii)     Executive is convicted of a violation involving fraud
                      or dishonesty; or

             (iii)    Executive's unexcused failure to report to work for
                      twenty (20) consecutive days; or



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             (iv)     Executive materially breaches this Agreement (other
                      than by engaging in acts or omissions enumerated in
                      paragraphs (i), (ii) and (iii) above), or materially
                      fails to satisfy the conditions and requirements of
                      her employment with Employer, and such breach or
                      failure by its nature is incapable of being cured, or
                      such breach or failure remains uncured for more than
                      30 days following receipt by Executive of written
                      notice from Employer specifying the nature of the
                      breach or failure and demanding the cure thereof. For
                      purposes of this paragraph (iv), inattention by
                      Executive to her duties shall be deemed a breach or
                      failure of cure.

             Without limiting the generality of the foregoing, if Executive
             acted in good faith and in a manner she reasonably believed to
             be in, and not opposed to, the best interest of Employer and
             had no reasonable cause to believe her conduct was unlawful in
             connection with any action taken by Executive in connection
             with her duties, it shall not constitute Good Cause.

         (d) "Severance Period" shall mean the period beginning on the date
             the Executive's employment with Employer terminates without
             Good Cause under circumstances described in Section 9 and
             ending on the date that is 12 months thereafter.

         (e) "Welfare Plans" shall mean any health and dental plan,
             disability plan, survivor income plan and life insurance plan
             or arrangement currently or hereafter made available by
             Employer in which Executive is eligible to participate.

         26. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original.

         27. SEVERABILITY. In the event any provision of this Agreement is held
illegal or invalid, the remaining provisions of this Agreement shall not be
affected thereby. In the event that Section 14(b) is determined by a court of
competent jurisdiction to be invalid due to overbreadth, such Section 14(b)
shall be constructed as narrowly as necessary to be enforceable.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first written above.

                                        ----------------------------------------
                                        Shirley R. Smith

                                        COVENTRY CORPORATION

                                    By:
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                                        Allen F. Wise
                                        President and Chief Executive Officer






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