Summary of Named Executive Officer Compensation



Exhibit 10.11




Coventry Health Care,
Inc. (the “Company”)
Summary of Named
Executive Officer Compensation 




Base Salary 



The following table sets forth the
current base salaries provided to the Company’s Chief Executive Officer and four most
highly compensated executive officers: 



	Executive Officer	Current Salary
	Allen F. Wise (former Chief Executive Officer and President)	$  750,000 
	Dale B. Wolf, Chief Executive Officer	$  850,000 
	Thomas P. McDonough, President	$  850,000 
	Harvey C. DeMovick, Jr	$  600,000 
	Bernard J. Mansheim, M.D	$  410,000 






Executive Management
Incentive Plan 

2004 Criteria and Bonuses 



The Company’s Chief Executive
Officer and four most highly compensated officers are also eligible to receive a bonus
each year under the Company’s 2004 Executive Management Incentive Plan (the “2004 EMIP”),
which was previously filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2003. For fiscal year 2004, bonuses under the 2004 EMIP were
based on the attainment
of budgeted EPS (earnings per share). The bonuses paid to the Company’s Chief
Executive Officer and four most highly compensated executive officers for performance in
fiscal year 2004 is set forth below: 



	Executive Officer	Bonus for 2004
	Allen F. Wise (former Chief Executive Officer and President)	$ 2,000,000 1 
	Dale B. Wolf, Chief Executive Officer	$    750,000 2 
	Thomas P. McDonough, President	$ 1,250,000    
	Harvey C. DeMovick, Jr	$    400,000 3 
	Bernard J. Mansheim, M.D	$    350,000    







2005 Criteria 



Pursuant to the Company’s 2005
Executive Management Incentive Plan (the “2005 EMIP”), which was previously
filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, dated November 23,
2004, the Compensation Committee of the Company’s Board of Directors approved the
bonus criteria for fiscal year 2005 under the 2005 EMIP. For fiscal year 2005, bonuses
under the 2005 EMIP will be based on the attainment of budgeted EPS. 




1 Plus $600,000 deferred under the 2004 Mid-Term Executive Retention Program.

2 Plus $500,000 deferred under the 2004 Mid-Term Executive Retention Program.

3 Plus $100,000 deferred under the 2004 Mid-Term Executive Retention Program.




2004 Mid-Term Executive
Retention Program 



In addition to their base salaries
and bonuses, the Company’s Chief Executive Officer and four most highly compensated
executive officers are also eligible to receive an annual cash and stock credit allocation
to an account under the 2004 Mid-Term Executive Retention Program, effective July 1, 2004,
a copy of which is filed herewith as Exhibit 10.26 to this Annual Report on Form 10-K for
the fiscal year ended December 31, 2004. The amount of the allocation is a percentage of
base salary and bonus earned for the prior year and ranges from 0% to 55%, based on
performance. Each account will fully vest on July 1, 2006 and will be paid out in cash,
subject to the attainment of pre-established performance criteria for each performance
period. In the event the performance criteria is not met in any period, the award for that
period is forfeited. For the nine-month period ended December 31, 2004, the performance
criteria was based on the attainment of budgeted EPS. The performance criteria for the
nine months ended December 31, 2004 was met, and the participants were credited the
following amounts in accounts under the 2004 Mid-Term Executive Retention Program: 




	Executive Officer	2004 Allocation	 2004 Stock 
Credit Allocation
	Allen F. Wise (former Chief Executive Officer 
and President	$ 1,677,500 	$ 838,750 
	Dale B. Wolf, Chief Executive Officer	$    680,000 	$ 340,000 
	Thomas P. McDonough, President	$    680,000 	$ 340,000 
	Harvey C. DeMovick, Jr	$    255,000 	$ 127,500 
	Bernard J. Mansheim, M.D	$    193,750 	$   96,875 





Other Benefit Plans and
Arrangements 



In addition to their base salaries
and bonuses, the Company’s Chief Executive Officer and four most highly compensated
executive officers are also eligible to: 



	o	  	
Participate in the Company’s long-term incentive plan under its 2004 Incentive Plan,
a copy of which is filed herewith as Exhibit 10.22 to this Annual Report on Form 10-K for
the fiscal year ended December 31, 2004, which can be in the form of stock options,
restricted stock or cash; and 







	o	  	
Participate in the Company’s Supplemental Executive Retirement Plan, a copy of which
is filed herewith as Exhibit 10.36 to this Annual Report on Form 10-K for the fiscal year
ended December 31, 2004.