Summary of COVENTRY HEALTH CARE INC

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

(e) 2012 Executive Management Incentive Plan

On January 26, 2012, the Compensation Committee (the "Compensation Committee") of Coventry Health Care, Inc. (the "Company") approved the Company's 2012 Executive Management Incentive Plan (the "2012 EMIP"). The 2012 EMIP is administered by the Compensation Committee of the Company and is subject to the Company's Amended and Restated 2004 Incentive Plan. Subject to the terms of the 2012 EMIP, the Compensation Committee has full power and authority to determine the eligible participants under the 2012 EMIP, the applicable performance thresholds and the performance measurements that apply to each award. The Compensation Committee of the Company determined that all named executive officers of the Company are eligible to participate in the 2012 EMIP. The 2012 EMIP provides that performance measurements for executive officers may be based on the achievement of one or more of the following six financial objectives:
earnings per share ("EPS"), revenue, operating earnings, membership growth, selling, general and administrative expense ("SG&A") and earnings growth. The Compensation Committee has determined that the performance measurements for 2012 will be based on EPS, revenue and SG&A. The 2012 EMIP provides the Compensation Committee with full authority to amend, suspend or waive such rules and regulations it deems appropriate in administering the 2012 EMIP.

In connection with the adoption of the 2012 EMIP, the Compensation Committee established the following target awards with respect to the Company's principal executive officer, principal financial officer and each other named executive officer* of the Company (all percentages refer to a percentage of such officer's annual base salary for fiscal year 2012):

                    Name                       Target Award**
                    Allen F. Wise                        200%
                    Randy P. Giles                       100%
                    Kevin P. Conlin                      100%
                    Michael D. Bahr                      100%
                    Thomas C. Zielinski                   75%
                    Harvey C. DeMovick,Jr.                75%
                    John J. Stelben                       70%

* For purposes of this filing, the term "named executive officer" refers to executive officers for whom disclosure was required in our most recent filing with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934 that required disclosure pursuant to Item 402(c) of Regulation S-K. Kevin P. Conlin will be a named executive officer for purposes of the Company's 2012 Proxy Statement.

** Payouts may be below or in excess of 100% of the Target Award based on the achievement of performance criteria.

Any amounts paid out under the 2012 EMIP are subject to recoupment from participants in accordance with the Company's Executive Incentive Compensation Recoupment Policy.

The foregoing summary of the 2012 EMIP is qualified in its entirety by reference to the 2012 EMIP, which is attached to this Current Report on Form 8-K as Exhibit 10.1.