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

(c) In connection with his appointment, as of November 16, 2009, as Coventry Health Care, Inc.'s (the "Company's") Interim Chief Financial Officer, the Company and John Stelben have agreed that: Mr. Stelben's base salary will be $325,000; he will receive a grant of 15,000 restricted shares of the Company's common stock, which will vest in equal installments over four years beginning on the first anniversary of the date of grant; and that while serving as Interim Chief Financial Officer, Mr. Stelben will receive a monthly stipend of $8,300.

(d) On November 9, 2009, Michael A. Stocker, M.D., M.P.H. was elected to the Company's Board of Directors to serve as a Class II Director. In accordance with the Company's bylaws he will stand for election at the Company's 2010 annual meeting of stockholders.

Since October 2008, Dr. Stocker has served as Chairman of the Board of New York City Health and Hospitals Corporation. Previously, Dr. Stocker was President and Chief Executive Officer of WellPoint, Inc., East Region. From 1994 to 2005, Dr. Stocker was President and Chief Executive Officer of Empire Blue Cross Blue Shield and from 1992 to 1994, Dr. Stocker served as President of CIGNA Health Plans for CIGNA. Dr. Stocker received his B.S. from the University of Notre Dame, his M.D. from the Medical College of Wisconsin, and his M.P.H. from the University of Michigan.