Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Coventry Health Care, Inc. (the "Company") made performance share unit awards ("PSUs") to key employees including Shawn M. Guertin, James E. McGarry and Thomas C. Zielinski in the amounts of 120,000, 45,000, and 70,000, respectively, pursuant to the Company's Amended and Restated 2004 Incentive Plan (the "Plan").

The PSUs represent hypothetical shares of the Company's common stock. The holders of PSUs have no rights as shareholders with respect to the shares of the Company's common stock to which the awards relate. The first 25% of the PSU's will vest based upon the Company's achievement of certain earnings per share goals for the fiscal year ending December 31, 2009, less the cumulative earnings for the quarters ended March 31, 2009 and June 30, 2009. The remaining 75% of the PSU's will vest based upon the Company's achievement of performance goals determined by the Compensation Committee of the Board of Directors for the fiscal year ending December 31, 2010. All PSUs that vest will be paid out in cash based upon the price of the Company's common stock.

If the holder of PSUs terminates service as an employee of the Company for any reason, all PSUs not yet vested will be forfeited, unless such termination is the result of death or Disability (as defined in the Plan), in which case all the unvested PSUs will immediately vest. In the event of a Change in Control (as defined in the Plan) of the Company, all unvested PSUs will vest as of the date the Change in Control is deemed to have occurred.

As a condition to the awards, key employees were required to sign a Restrictive Covenants Agreement with the Company which included a one-year non-compete, among other provisions. The form of Restrictive Covenants Agreement was previously filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on October 2, 2008, and is incorporated by reference herein.

A copy of the PSU award agreement will be filed as an exhibit to the Company's next quarterly report on Form 10-Q.