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                                                                Exhibit 10(xxx)

                            RETENTION BONUS AGREEMENT


     This Retention Bonus Agreement is entered into as of the 31st day of
December, 1996, by and between James L. Gore ("Executive") and Coventry
Corporation ("Employer"), a Delaware corporation with its principal place of
business at 53 Century Boulevard, Suite 250, Nashville, TN 37214.

                              W I T N E S S E T H:

     WHEREAS, Employer has established a retention bonus program to provide
additional incentives to certain key executive officers of Employer or its
subsidiaries.

     WHEREAS, Employer has offered a retention bonus ("Retention Bonus") to
Executive and Executive desires to participate in the program.

     WHEREAS, Employer and Executive desire to set forth in a written agreement
the terms and conditions of payment of the Retention Bonus.

     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. Executive is engaged by Employer's subsidiary, Coventry
HealthCare Management Corporation ("CHMC"), as its President and Chief Executive
Officer. Executive hereby agrees to continue his employment, acting in good
faith and to the best of his ability in the best interests of the Employer, CHMC
and their subsidiaries, in accordance with the terms and conditions set forth in
Executive's Employment Agreement between Executive and Southern Health
Management Corporation (now known as Coventry HealthCare Management Corporation)
dated as of December 1, 1994, and the terms and conditions set forth herein.

     2. EFFECTIVE DATE. This Agreement shall be effective on the date set forth
above (the "Effective Date").

     3. TERM. Subject to the terms and conditions set forth herein, this
Agreement shall terminate on January 31, 1999.

     4. RETENTION BONUS. Executive shall be entitled to receive a Retention
Bonus in the amount of One Hundred Fifty Thousand Dollars ($150,000) to be paid
in full on January 31, 1999 ("Payment Date") if Executive is and has been
continuously employed with Employer or a subsidiary of Employer from the
Effective Date to the Payment Date.



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     5. TERMINATION OF EMPLOYMENT. If the employment of Executive with Employer
is terminated by Employer or by Executive for any reason prior to the Payment
Date, this Agreement shall be and become null and void and Executive shall not
be entitled to all or any portion of the Retention Bonus.

     6. EXECUTIVE ASSIGNMENT. No interest of Executive or his 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 his spouse or other
beneficiary, including claims for alimony, support, separate maintenance, and
claims in bankruptcy proceedings.

     7. BENEFITS UNFUNDED. All rights of Executive and his 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 his
spouse or other beneficiary shall have any interest in or rights against any
specific assets of Employer, and Executive and his spouse or other beneficiary
shall have only the rights of a general unsecured creditor of Employer.

     8. 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 his 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.

     9. 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.

     10. 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 him are unique and personal, and Executive may not assign any of his
rights or delegate any of his duties or obligations under this Agreement.

     11. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and supersedes all other prior agreements 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.

     12. 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.


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     13. 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.

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

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


                                          ------------------------------
                                          James L. Gore


                                          COVENTRY CORPORATION


                                    By:   _______________________________
                                          Allen F. Wise
                                          President and Chief Executive Officer






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