Coventry Health Care, Inc. Supplemental Executive Retirement (“SERP”) Plan (As amended and restated effective January 1, 2003, including the First Amendment effective as of January 1, 2004).



Exhibit 10.31






















COVENTRY HEALTH CARE,
INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN 




CONFORMED DOCUMENT 


As
amended and restated effective January 1, 2003, including the First Amendment effective as
of January 1, 2004 









TABLE OF CONTENTS 


	ARTICLE II. DEFINITIONS 	1   
	   2.1 Beneficiary	1   
	   2.2 Board	1   
	   2.3 Catch-up Contribution	1   
	   2.4 Change in Control	1   
	   2.5 Code	1   
	   2.6 Compensation	1   
	   2.7 Deferred Compensation	2   
	   2.8 Deferred Compensation Account	2   
	   2.9 Deferred Compensation Agreement	2   
	   2.10 Disability Retirement	2   
	   2.11 Effective Date	2   
	   2.12 Eligible Employee	2   
	   2.13 Employee	2   
	   2.14 Employer	2   
	   2.15 Employer Matching Contribution	2   
	   2.16 Entry Date	2   
	   2.17 Investment Committee	2   
	   2.18 Late Retirement	3   
	   2.19 Normal Retirement 	3   
	   2.20 Participant 	3   
	   2.21 Plan Benefit 	3   
	   2.22 Plan Year 	3   
	   2.23 Termination of Service 	3   
	   2.24 Trust 	3   
	   2.25 Year of Service 	3   
	ARTICLE III. ELIGIBILITY AND PARTICIPATION 	3   
	   3.1 Eligibility	3   
	   3.2 Participation	3   
	ARTICLE IV. DEFERRED COMPENSATION ACCOUNT	4   
	   4.1 Deferred Compensation	4   
	   4.2 Employer Matching Contributions	4   
	   4.3 Vesting	4   
	   4.4 Participant Directed Investment Options	5   
	   4.5 Statement of Account	5   
	ARTICLE V. PLAN BENEFITS	5   
	   5.1 Termination Benefits	5   
	   5.2 Retirement Benefits	5   
	   5.3 Death Benefits	5   
	   5.4 Hardship Distributions	5   
	   5.5 Election of Form of Benefit Payment	5   
	   5.6 Form of Benefit Payments	6   
	   5.7 Withholding for Payroll Taxes	6   
	   5.8 Commencement of Payments	6   
	   5.9 Full Payment of Benefits	6   
	   5.10 Payment to Guardian	6   
	ARTICLE VI. BENEFICIARY DESIGNATION	6   
	   6.1 Beneficiary Designation	6   
	   6.2 Amendments	6   
	   6.3 No Beneficiary Designation	6   
	   6.4 Effect of Payment	7   
	   6.5 Death of Beneficiary	7   
	ARTICLE VII. ADMINISTRATION	7   
	   7.1 Investment Committee	7   
	   7.2 Agents	7   
	   7.3 Binding Effect of Decisions	7   
	   7.4 Indemnity of Investment Committee	7   
	ARTICLE VIII. CLAIMS PROCEDURE	8   
	   8.1 Claim Submission	8   
	   8.2 Denial of Claim	8   
	   8.3 Review of Claim	9   
	   8.4 Final Decision	10   
	ARTICLE IX. AMENDMENT, MERGER AND TERMINATION OF PLAN	10   
	   9.1 Amendment of Plan	10   
	   9.2 Merger of Plan	10   
	   9.3 Termination of Plan	10   
	ARTICLE X. MISCELLANEOUS	10   
	   10.1 Unfunded Plan	10   
	   10.2 Unsecured General Creditor	10   
	   10.3 Nonassignability	11   
	   10.4 Not a Contract of Employment	11   
	   10.5 Participant Cooperation	11   
	   10.6 Terms	11   
	   10.7 Captions	11   
	   10.8 Governing Law	11   
	   10.9 Validity	11   
	   10.10 Notice	11   
	   10.11 Successors	11   








COVENTRY HEALTH CARE,
INC.
SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN 




ARTICLE I.
PURPOSE 



The purpose of this Supplemental
Executive Retirement Plan (hereinafter referred to as the “Plan”) is to provide
for the accumulation of supplemental funds for retirement, or in the event of death or
disability, on a tax-deferred basis for a select group of management or highly compensated
employees (and their beneficiaries) of Coventry Health Care, Inc. (the
“Corporation”). It is intended that the Plan will be unfunded for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”). 




ARTICLE II.
DEFINITIONS 



For the purposes of this Plan, the
following words and phrases shall have the meanings indicated, unless the context clearly
indicates otherwise: 




2.1 Beneficiary 



“Beneficiary” means the
person, persons, or entity designated by the Participant to receive any amounts payable
from the Participant’s Deferred Compensation Account after a Participant’s
death. 




2.2 Board 



“Board” means the Board of
Directors of Coventry Health Care, Inc. 




2.3 Catch-up Contribution 



“Catch-up Contribution”
means the additional elective deferral contribution that may be made under the Coventry
Health Care, Inc. Retirement Savings Plan by Participants who will be at least 50 years of
age by the end of the relevant Plan Year, in accordance with Code Section 414(v). 




2.4 Change in Control 



“Change in Control” means
the purchase or other acquisition by any person, entity or group of persons, within the
meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the
“Act”), or any comparable successor provision, of beneficial ownership within
the meaning of Rule 13d-3 promulgated under the Act of 30% or more of either the
outstanding shares of common stock or the combined voting power of the Corporation’s
then outstanding voting securities entitled to vote generally, or the approval by the
stockholders of the Corporation of a reorganization, merger or consolidation, in each
case, with respect to which persons who were stockholders of the Corporation immediately
prior to such reorganization, merger or consolidation, do not immediately thereafter, own
more than 50% of the combined voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated Corporation’s then outstanding
securities, or a liquidation or dissolution of the Corporation or the sale of all or
substantially all of the Corporation’s assets. 




2.5 Code 



“Code” means the Internal
Revenue Code of 1986, as amended from time to time. 




2.6 Compensation 



“Compensation” means the
total compensation paid by the Employer to a Participant during the Plan Year, excluding
income or proceeds from the Corporation’s Stock Incentive Plan and relocation
payments, but including base pay, annual management incentive pay, commissions,
distributions from the Corporation’s Deferred Compensation Plan (the Mid-Term
Compensation Plan) and amounts not included in income by reason of a Participant’s
agreement to defer Compensation under the terms of this Plan or a Participant’s
election under a cash or deferred arrangement under section 401(k) of the Code or a
cafeteria plan described in Section 125 of the Code. 



Notwithstanding the foregoing,
effective as of January 1, 2004, “Compensation” means the total compensation
paid by the Employer to a Participant during the Plan Year, including base pay, annual
management incentive pay, non-stock performance awards, commissions, and distributions
from the Corporation’s deferred compensation plans and amounts not included in income
by reason of a Participant’s agreement to defer Compensation under the terms of this
Plan or a Participant’s election under a cash or deferred arrangement under section
401(k) of the Code or a cafeteria plan described in Section 125 of the Code, but excluding
income or proceeds from grants or awards of the Corporation’s stock and relocation
payments. 



1



2.7 Deferred Compensation 



“Deferred Compensation”
means the amount of Compensation not yet earned during the Plan Year that the Participant
and the Employer mutually agree shall be deferred during the Plan Year in accordance with
the provisions of Section 3.2 of this Plan. 




2.8 Deferred Compensation
Account 



“Deferred Compensation
Account” means the account maintained on the books of the Employer to which Deferred
Compensation and Employer Matching Contributions for each Participant are credited, and to
which deemed interest, dividends, and investment gains are added and from which any
distributions, deemed investment losses, and expenses are deducted. 




2.9 Deferred Compensation
Agreement 



“Deferred Compensation
Agreement” means the agreement between the Employer and the Employee to defer
Compensation under the terms of the Plan. 




2.10 Disability Retirement 



“Disability Retirement”
means retirement from service with the Employer due to a physical or mental condition
which prevents a Participant from satisfactorily performing his usual duties for the
Employer after the Participant has satisfied the requirements for benefits under the
Employer’s Long-Term Disability Plan. 




2.11 Effective Date 



“Effective Date” means July
1, 1994. 




2.12 Eligible Employee 



“Eligible Employee” means
an Employee who the Compensation and Benefits Committee of the Board determines is a
highly compensated employee or a select member of management who, by virtue of his
position with the Employer, is uniquely informed as to the Employer’s operations and
has the ability to materially affect the Employer’s profitability and operations. The
Compensation and Benefits Committee may determine at any time that an Employee no longer
satisfies this standard, in which case he shall cease to be an Eligible Employee. 




2.13 Employee 



“Employee” means an
individual employed as a common law employee of the Employer. 




2.14 Employer 



“Employer” means Coventry
Health Care, Inc. and any member of a controlled group of corporations or affiliated
service group of which the Employer is a member under Code Section 1563 or 414(m),
respectively, or any successors to the business thereof. 




2.15 Employer Matching
Contribution 



“Employer Matching
Contribution” means the contribution determined in accordance with Section 4.2 of
this Plan and credited to the Participant’s Deferred Compensation Account. 




2.16 Entry Date 



“Entry Date” means the
first day of the payroll period immediately following the month during which the
eligibility requirements are first met. 




2.17 Investment Committee 



“Investment Committee”
means the Corporation’s 401(k) Plan Investment Committee. 


2



2.18 Late Retirement 



“Late Retirement” means
retirement from service with the Employer after the Participant has attained age 65. 




2.19 Normal Retirement 



“Normal Retirement” means
retirement from service with the Employer upon attainment of age 65. 




2.20 Participant 



“Participant” means any
individual who is participating or has participated in this Plan. 




2.21 Plan Benefit 



“Plan Benefit” means the
benefit payable to a Participant or Beneficiary as determined in accordance with the
provisions of this Plan. 




2.22 Plan Year 



“Plan Year” means the
twelve (12) consecutive month period beginning January 1st and ending December
31st, except the initial plan year shall be a short plan year beginning on the
Effective Date and ending on December 31st. 




2.23 Termination of
Service 



“Termination of Service”
means the severance of a Participant’s employment prior to retirement. 




2.24 Trust 



“Trust” means the grantor
trust which is intended to conform to the terms of the model trust as described in Revenue
Procedure 92-64. The Trust has been established by the Employer for the purpose of
accepting contributions which may be made under the Plan and to which interest, dividends,
and investment gains are added and from which the amount of any distributions, investment
losses, and expenses are deducted. 




2.25 Year of Service 



“Year of Service” means a
twelve consecutive month period during which the Employee completes at least 1,000 hours
of service. 




ARTICLE III. 
ELIGIBILITY AND
PARTICIPATION 




3.1 Eligibility 



Eligibility to participate in the
Plan is limited to Eligible Employees. 




3.2 Participation 



An Eligible Employee may become a Participant
by properly executing a Deferred Compensation Agreement and filing such Agreement with the
Investment Committee. The Deferred Compensation Agreement shall be executed before the
first day of the Plan Year during which the Deferred Compensation is otherwise payable and
shall be effective as of the first day of the first payroll period beginning in such Plan
Year. 



Notwithstanding the foregoing, the
first year that an Employee becomes an Eligible Employee, such newly eligible Employee may
become a Participant by properly executing a Deferred Compensation Agreement and filing
such Agreement with the Investment Committee within 30 days after becoming an Eligible
Employee. Such Deferred Compensation Agreement shall be effective as of the first day of
the payroll period beginning after it has been filed with the Investment Committee, or as
soon as administratively practicable thereafter, or the effective date of such Agreement,
if later. 


3


          a.  Amount of Deferral. An Eligible Employee may elect to defer, in whole
          percentages: 

	1% to 15% of his base pay (net of salary deferral
contributions to a cash or deferred  arrangement  under section 401(k) of the Code) per pay period; and
	1% to 100% of his annual management incentive pay



          that
would otherwise become payable during the Plan Year to which his Deferred Compensation
Agreement relates. 


          b.  
Modification of Deferred Compensation Agreements. A Deferred Compensation
          Agreement will remain in effect until a new Deferred Compensation Agreement is
          filed with the Investment Committee in accordance with the terms and conditions
          specified herein or until the date a Participant ceases to be an Eligible
          Employee. 



          A
Deferred Compensation Agreement may only be amended or revoked for a subsequent Plan Year
by filing a new Deferred Compensation Agreement with the Investment Committee at least 15
days (or such shorter period as may be established by the Investment Committee) before the
beginning of the subsequent Plan Year. 




ARTICLE IV.
DEFERRED
COMPENSATION ACCOUNT 




4.1 Deferred Compensation 



The amount of Compensation that a
Participant elects to defer pursuant to a Deferred Compensation Agreement shall be made by
salary reduction and credited to the Participant’s Deferred Compensation Account as
the non-deferred compensation becomes payable. 




4.2 Employer Matching
Contributions 



To the extent a Participant has made
the maximum elective deferral to the Coventry Health Care, Inc. Retirement Savings Plan
(the “401(k) Plan”), the Employer will credit an Employer Matching Contribution
on behalf of the Participant if he is employed on the last day of the Plan Year. The
amount of the Employer Matching Contribution will be equal to the 401(k) Plan Employer
Matching Contribution, as defined in the 401(k) Plan document, applied to the sum of the
Participant’s elective deferrals to the 401(k) Plan for the Plan Year, less matching
contributions made by the Employer to the 401(k) Plan for the Participant. In no event
will the aggregate Employer Matching Contribution to this Plan and the 401(k) Plan exceed
4.5% of the Participant’s Compensation. The Employer Matching Contribution will be
credited to the Participant’s Deferred Compensation Account within 120 days after the
end of the Plan Year. 



Notwithstanding the above, for Plan
Years beginning on or after January 1, 2003, to the extent a Participant has made the
maximum elective deferral to the 401(k) Plan, exclusive of any Catch-up Contribution such
Participant may be eligible to make to the 401(k) Plan, the Participant shall be eligible
for an Employer Matching Contribution if he is employed on the last day of the Plan Year.
The amount of the Employer Matching Contribution for the Plan Year shall be calculated by
applying the matching contribution formula in the 401(k) Plan, but using Compensation as
defined herein rather than compensation as defined in the 401(k) Plan, to the sum of the
Participant’s elective deferrals to the 401(k) Plan and the Participant’s
Deferred Compensation under this Plan, less any amount contributed by the Employer to the
401(k) Plan as a matching contribution on behalf of the Participant for the same Plan
Year. The Employer Matching Contribution will be credited to the Participant’s
Deferred Compensation Account within 120 days after the end of the Plan Year. 




4.3 Vesting 



A Participant will always be 100%
vested in the balance of his Deferred Compensation Account attributable to his Deferred
Compensation. In the case of a Participant’s Termination of Service, a Participant
shall be vested in the balance of his Deferred Compensation Account attributable to
Employer Matching Contributions in accordance with the following schedule: 


	Years of Service
Vested Percentage 	Vested
Percentage
	1	50%
	2	100%




Notwithstanding the above, a
Participant will be 100% vested in the balance of his Deferred Compensation Account
attributable to Employer Matching Contributions upon his Normal or Late Retirement or if
earlier, upon his death, Disability Retirement, or the Participant’s voluntary or
involuntary Termination of Service following a Change in Control. 


4



4.4 Participant Directed
Investment Options 



Each Participant shall have the
opportunity to direct the deemed investment of his Deferred Compensation Account among the
deemed investment options selected by the Investment Committee in multiples of 10%. In
accordance with the Participant’s direction, deemed interest, dividends and
investment gains and losses will be added to or deducted from his Deferred Compensation
Account. Transfers among investment options may be made on a daily basis throughout the
Plan Year, with the exception of transfers in and out of Coventry Health Care, Inc. stock,
which may only be made during designated window periods. 




4.5 Statement of Account 



The Investment Committee shall submit
to each Participant, within thirty (30) days after the close of each calendar quarter and
at such other time as determined by the Investment Committee, a statement setting forth
the balance of the Participant’s Deferred Compensation Account. 




ARTICLE V.
PLAN BENEFITS 




5.1 Termination Benefits 



The Employer shall pay a Plan Benefit
equal to the amount of the Participant’s vested Deferred Compensation Account to each
Participant who has a Termination of Service. 




5.2 Retirement Benefits 



The Employer shall pay a Plan Benefit
equal to the amount of the Participant’s Deferred Compensation Account to each
Participant who separates from service on account of Disability, Normal or Late
Retirement. 




5.3 Death Benefits 



Upon the death of a Participant, the
Employer shall pay to the Participant’s Beneficiary, in the form elected by the
Participant, an amount determined as follows: 



     	 	a. 	
          If the Participant dies after Plan Benefit payments have commenced, the amount
          payable shall be equal to the remaining unpaid balance of the Participant’s
          Deferred Compensation Account, adjusted for earnings and losses thereon. 



          



     	 	b. 	
          If the Participant dies before Plan Benefit payments have commenced, the amount
          payable shall be the Participant’s Deferred Compensation Account balance as
          of the date of death, adjusted for earnings and losses thereon. 



          




5.4 Hardship Distributions 



Upon a finding that a Participant or
Beneficiary, as the case may be, has suffered an unforeseeable emergency that is caused by
an event beyond the control of the Participant or Beneficiary that would result in a
severe financial hardship if a distribution were not otherwise permitted, the Investment
Committee may, in its sole discretion, allow a distribution from the Participant’s
vested Deferred Compensation Account prior to the time specified for payment of benefits
under the Plan. The amount of such distribution shall be limited to the amount reasonably
necessary to meet the emergency. Following a hardship distribution, a Participant’s
Deferred Compensation Agreement will be cancelled and no further Compensation will be
deferred for the remainder of the Plan Year. In order to resume contributions, a
Participant must submit a new Deferred Compensation Agreement before the beginning of a
subsequent Plan Year. 




5.5 Election of Form of
Benefit Payment 



The Plan Benefit shall be paid in one
of the forms provided in Paragraph 5.6 as elected by the Participant. The Participant
shall elect the form of benefit payment prior to filing his initial Deferred Compensation
Agreement with the Investment Committee. A Participant who fails to elect the form of
benefits payment shall be deemed to have elected a Plan Benefit in the form of a lump-sum
payment. The Participant’s form of benefit election shall be irrevocable. Plan
Benefits payable pursuant to paragraph 5.3 shall be paid in the same form as prior to the
Participant’s death. 


5



5.6 Form of Benefit
Payments 



     	 	a. 	
          A lump sum payment. 



          



     	 	b. 	
          Monthly installments over a period of sixty (60) months paid each month. The
          monthly payment amount will be determined by dividing the balance in the
          Participant’s Deferred Compensation Account by sixty (60), and adjusted
          each January 1 thereafter to reflect the then remaining number of months in the
          payment period. The last monthly payment will be equal to the remaining balance
          in the Participant’s Deferred Compensation Account. 



          



     	 	c. 	
          A combination of (a) and (b) above. The Participant shall designate the
          percentage payable under each option, pursuant to the terms and conditions of
          Section 5.5. 



          




5.7 Withholding for
Payroll Taxes 



The Employer shall withhold from Plan
Benefits or from a Participant’s wages, income and/or employment taxes required to be
withheld. 




5.8 Commencement of
Payments 



Payment shall commence within thirty
(30) days of the end of the calendar quarter in which a Participant becomes eligible for a
Plan Benefit. 




5.9 Full Payment of
Benefits 



Notwithstanding any other provision
of this Plan, the payment of all of a Participant’s Plan Benefits shall be completed
no later than sixty (60) months following the commencement of payment of such Plan
Benefits. 




5.10 Payment to Guardian 



If a Plan Benefit is payable to a
minor or a person declared incompetent or to a person incapable of handling the
disposition of property, the Investment Committee may direct payment of such Plan Benefit
to the guardian, legal representative or person having the care and custody of such minor
or incompetent person. The Investment Committee may require proof of incompetency,
minority, incapacity or guardianship as it may deem appropriate prior to distribution of
the Plan Benefit. Such distribution shall completely discharge the Investment Committee
and the Employer from all liability with respect to such Plan Benefit. 




ARTICLE VI.
BENEFICIARY
DESIGNATION 




6.1 Beneficiary
Designation 



Each Participant shall have the
right, at any time, to designate any person or persons as his Beneficiary or Beneficiaries
(both primary and contingent) to whom payment under this Plan shall be paid in the event
of death prior to complete distribution of the Participant’s Plan Benefit. Each
Beneficiary Designation shall be in a written form prescribed by the Investment Committee
and will become effective only when filed with the Investment Committee during the
Participant’s lifetime. Such Beneficiary Designation shall remain in force from the
date filed with the Investment Committee unless and until it is superseded by a new
Beneficiary Designation filed with the Investment Committee. 




6.2 Amendments 



Any Beneficiary Designation may be
changed by a Participant without the consent of any designated Beneficiary by the filing
of a new Beneficiary Designation with the Investment Committee. The filing of a new
Beneficiary Designation form will cancel all Beneficiary Designations previously filed. 




6.3 No Beneficiary
Designation 



If any Participant fails to designate
a Beneficiary in the manner provided above, or if the Beneficiary designated by a deceased
Participant predeceases the Participant, the Investment Committee shall direct the
Employer to distribute such Participant’s Plan Benefit (or the balance thereof) as
follows: 



     	 	a. 	
          To the Participant’s surviving spouse, if any; or 



          


6


     	 	b. 	
          If the Participant shall have no surviving spouse, then to the
          Participant’s children in equals shares by right of representation; or 



          



     	 	c. 	
          If the Participant shall have no surviving spouse or children, then to the
          Participant’s estate; or 



          



     	 	d. 	
          In the absence of a will in accordance with the intestate statute of the
          Participant’s domicile. 



          




6.4 Effect of Payment 



Payment to the Beneficiary, or as
provided in Section 6.3 above, shall completely discharge Employer’s obligations
under this Plan. 




6.5 Death of Beneficiary 



In the event of the death of a
Beneficiary to whom a Plan Benefit is being paid in installments, any remaining
installments shall be distributed: 



     	 	a. 	
          As designated by the Beneficiary in a written form prescribed by the Investment
          Committee, if such designation is filed with the Investment Committee during the
          Beneficiary’s lifetime; or 



          



     	 	b. 	
          If the Beneficiary shall not have made such designation, then to the
          Beneficiary’s estate. 



          




ARTICLE VII.
ADMINISTRATION 




7.1 Investment Committee 



This Plan shall be administered by
the Investment Committee. Members of the Investment Committee may be Participants under
the Plan. The Investment Committee shall have full power and discretionary authority to
administer, interpret and construe this Plan, to determine and review claims for benefits
under this Plan, to establish rules and regulations, to delegate responsibilities to
others to assist it in administering this Plan, to establish investment guidelines, and to
perform all other acts it believes reasonable and proper in connection with the
administration of this Plan. The Investment Committee shall rely on records of the
Employer in determining benefits hereunder. The Plan shall be administered and interpreted
consistent with the intention that the Plan shall constitute a plan which, for purposes of
ERISA, is unfunded and maintained for a select group of management of highly compensated
employees. 




7.2 Agents 



The Investment Committee may appoint
an individual to be the Investment Committee’s agent with respect to the day-to-day
administration of the Plan. In addition, the Investment Committee may, from time to time,
employ other agents and delegate to them such administrative duties as it sees fit, and
may from time to time consult with counsel who may be counsel to the Employer. 




7.3 Binding Effect of
Decisions 



The decision or action of the
Investment Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and binding upon all persons having any interest in
the Plan. 




7.4 Indemnity of
Investment Committee 



The Employer shall indemnify and hold
harmless each of the members of the Investment Committee against any and all claims, loss,
damage, expense or liability arising from any action or failure to act with respect to
this Plan, except in the case of gross negligence or willful misconduct by such members of
the Investment Committee. 


7



ARTICLE VIII.
CLAIMS PROCEDURE 




8.1 Claim Submission 



Claims for benefits under the Plan
shall be submitted in writing to the Investment Committee on a form prescribed for such
purpose. Within 90 days after receipt of a claim for benefits under the Plan, or within 45
days in the case of a claim for benefits based upon disability, the Investment Committee
shall give written notice to the claimant of its decision on the claim unless the
Investment Committee determines that special circumstances require an extension of time
for processing the claim. 



     	 	a. 	
          If an extension of time is needed for processing a claim, other than a claim for
          benefits based upon disability, a written notice shall be furnished to the
          claimant within the 90-day period referred to above. The notice shall state the
          special circumstances requiring the extension and the date by which a decision
          can be expected. In no event, however, shall such decision be made more than 180
          days from the date the claim was filed. 



          



     	 	b. 	
          If an extension of time is needed for processing a claim for benefits based upon
          disability, a written notice shall be furnished to the claimant within the
          45-day period referred to above. The notice shall state the special
          circumstances requiring the extension and the date by which a decision can be
          expected. In no event shall such date by which a decision is expected to be
          rendered be more than 75 days from the date the claim is received. If prior to
          the end of the 30-day extension period, the Investment Committee determines that
          due to reasons beyond its control a decision cannot be given within the 30-day
          extension period, the decision period may be extended for an additional 30 days. 



          



	 	  	
If
an additional 30-day extension is needed for processing a claim for benefits based upon
disability, a written notice shall be furnished to the claimant within the initial 30-day
extension, referred to above. The notice shall state the circumstances requiring the
additional extension and the date by which a decision is expected. In no event shall the
date by which a decision is expected to be rendered be later than: 105 days after the date
on which the claim was filed. 






	 	  	
In
the event an extension of time is needed for processing a claim for benefits based upon
disability, the notice of extension shall specifically explain: 






               	 	1. 	  	
                    the standards on which entitlement to a benefit is based; 



                    



               	 	2. 	  	
                    the unresolved issues that prevent a decision on the claim; 



                    



               	 	3. 	  	
                    the additional information needed to resolve those issues; and 



                    



               	 	4. 	  	
                    that the claimant shall be afforded 45 days within which to provide the
                    specified information. 



                    



               	 	5. 	  	
                    If the claimant must provide additional information to allow the Investment
                    Committee to make a decision on a claim for benefits based on disability, the
                    period the Investment Committee has for making a determination on the claim
                    shall be tolled until the date the claimant responds to the request for
                    additional information. 



                    




8.2 Denial of Claim 



If a claim for benefits, including a
claim for benefits based upon disability, is wholly or partially denied, the Investment
Committee shall provide the claimant with written or electronic notice, setting forth in a
manner calculated to be understood by that individual: 



               	a. 	  	
                    the specific reason or reasons for the denial of benefits; 



                    



               	b. 	  	
                    specific references to the Plan provisions upon which the denial is based; 



                    



               	c. 	  	
                    a description of any additional material or information which may be needed to
                    perfect the claim, including an explanation of why such material or information
                    is necessary; and 



                    



               	d. 	  	
                    an explanation of the Plan’s claim review procedures and the time limits
                    applicable to such procedures, including a statement of the claimant’s
                    right to bring a civil action under Section 502(a) of ERISA if the claim is
                    denied following review on appeal; and 



                    


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               	e. 	  	
                    in the case of a notice of denial of a claim for benefits based upon disability,
                    the following: 



                    



               	 	1. 	  	
                    if an internal rule, guideline, protocol or other similar criterion was relied
                    upon in making the adverse determination, either the specific rule, guideline,
                    protocol, or other similar criterion; or a statement that such a rule,
                    guideline, protocol, or other similar criterion was relied upon in making the
                    adverse determination and that a copy of such rule, guideline, protocol, or
                    other similar criterion will be provided free of charge to the claimant upon
                    request; and 



                    



               	 	2. 	  	
                    if the adverse determination is based on a medical necessity or experimental
                    treatment or similar exclusion or limit, either an explanation of the scientific
                    or clinical judgment for the determination, applying the terms of the Plan to
                    the claimant’s medical circumstances, or a statement that such explanation
                    will be provided free of charge upon request. 



                    




8.3 Review of Claim 



Any claimant whose claim for benefits
is denied by the Investment Committee may appeal to the Investment Committee for review of
the denial by making a written request therefore within 60 days of receipt of a
notification of denial, or within 180 days in the case of a claim for benefits based upon
disability. Any such request may include any written comments, documents, records and
other information relating to the claim and may include a request for “relevant”
documents to be provided free of charge. The claimant may, if he or she chooses, request a
representative to make such written submissions on his or her behalf. 



     	 	a. 	
          Except in the case of claim for benefits based upon disability as set forth in
          (ii) below, the Investment Committee shall notify the claimant in writing within
          60 days after the request for an appeal of its final decision. If, however, the
          Investment Committee determines that special circumstances require additional
          time for processing, the Investment Committee may extend such 60-day period, but
          not by more than an additional 60 days and shall notify the claimant in writing
          of such extension. 



          



     	 	b. 	
          In the case of claim for benefits based upon disability, the Investment
          Committee shall notify the claimant in writing within 45 days after the request
          for an appeal of its final decision. If, however, the Investment Committee
          determines that special circumstances require an additional time for processing,
          the Investment Committee may extend the 45-day period by furnishing a written
          notice to the claimant before the termination of the initial 45-day period. The
          written notice shall specify the reasons for the extension and when the review
          shall be completed, provided such review shall be completed within 90 days after
          the date on which the request for review was filed. A review of a denial of a
          claim for benefits based upon disability: 



          



     	 	 	1. 	
          shall not be conducted by individuals who made the initial adverse
          determination, nor a subordinate of such individuals; 



          



     	 	 	2. 	
          shall be conducted, if the claim is based, in whole or in part, on a medical
          judgment, upon consultation with a health care professional who has appropriate
          experience in the field of medicine involved in the medical judgment and who has
          neither consulted in connection with the initial adverse determination, nor is a
          subordinate of the individuals who made the initial adverse determination; and 



          



     	 	 	3. 	
          shall provide for the identification of medical or vocational experts whose
          advice was obtained on behalf of the Plan in connection with the claimant’s
          adverse benefit determination, without regard to whether the advice was relied
          upon in making the benefit determination. 



          



     	 	c. 	
          If the period of time is extended due to a claimant’s failure to submit
          information necessary to decide the claim, the period for making the
          determination on appeal shall be tolled from the date on which the notification
          of the extension is sent to the claimant until the date on which the claimant
          responds to the request for additional information. 



          



     	 	d. 	
          In the case of an adverse benefit determination on appeal, the Investment
          Committee will provide written notification to the claimant, set forth in a
          manner calculated to be understood by the claimant, of: 



          



     	 	 	1. 	
          the specific reason or reasons for the adverse determination on appeal; 



          



     	 	 	2. 	
          the specific Plan provisions on which the denial of the appeal is based; 



          



     	 	 	3. 	
          a statement that the claimant is entitled to receive, upon request and free of
          charge, reasonable access to, and copies of all documents, records, and other
          information “relevant” to the claimant’s claim for benefits; and 



          



     	 	 	4. 	
          a statement of the claimant’s right to bring a civil action under ERISA
          Section 502(a); and 



          



     	 	 	5. 	
          in the case of an adverse determination on appeal for a claim for benefits based
          upon disability, the following: 



          



     	 	 	A. 	
          the same information as in the initial benefit determination notice regarding
          internal rules, documents, guidelines, protocols, or other similar criterion (or
          the claimant’s access to that information); 



          


9


     	 	 	B. 	
          the same statement as in the initial benefit determination notice regarding
          denials based on medical necessity or experimental treatments; 



          



     	 	 	C. 	
          a description of the claimant’s right to obtain additional information upon
          request about voluntary appeal procedures and the following statement: “You
          and your Plan may have other voluntary alternative dispute resolution options,
          such as mediation. One way to find out what may be available is to contact your
          local U.S. Department of Labor Office and your State insurance regulatory
          agency. 



          



     	 	e. 	
          For purposes of this Article VIII, a document, record or other information shall
          be considered “relevant” to a claimant’s claim if such document,
          record or other information: (i) was relied upon in making the benefit
          determination; (ii) was submitted, considered, or generated in the course of
          making the benefit determination, without regard to whether such document,
          record, or other information was relied upon in making the benefit
          determination; or (iii) demonstrates compliance with the administrative
          processes and safeguards required in making the benefit determination.” 



          




8.4 Final Decision 



A decision on review shall be final
and binding on all persons for all purposes. If a claimant shall fail to file a request
for appeal according to the procedures herein outlined, such claimant shall have no rights
to review and shall have no right to bring action in any court, and the denial of the
claim shall become final and binding on all persons for all purposes. 




ARTICLE IX.
AMENDMENT, MERGER
AND TERMINATION OF PLAN 




9.1 Amendment of Plan 



The Board may at any time amend the
Plan in whole or in part, provided, however, that no amendment shall be effective to
decrease or restrict any Deferred Compensation Account maintained pursuant to any existing
Deferred Compensation Agreement under the Plan. 




9.2 Merger of Plan 



The Board may at any time merge the
Plan and its related Trust with another non-qualified plan maintained by the Employer or
any member of a controlled group of corporation as defined in Code Section 1563 or a
member of an affiliated service group as defined under Code Section 414(m). 




9.3 Termination of Plan 



The Board may at any time terminate
the Plan with respect to new deferral elections, as to any Eligible Employee or in its
entirety if, in its judgment, the tax, accounting, or other effect of the continuance of
the Plan, or any potential payment thereunder would not be in the best interest of the
Employer. If the Plan is terminated in its entirety or as to any Eligible Employee, each
affected Participant shall be 100% vested in the value of his Deferred Compensation
Account. Upon such termination, each Participant will receive the value of his Deferred
Compensation Account in the form of a lump-sum payment to be made no later than 120 days
following the termination date. 




ARTICLE X.
MISCELLANEOUS 




10.1 Unfunded Plan 



This Plan is intended to be an
unfunded Plan maintained primarily to provide Deferred Compensation benefits for a select
group of management employees or highly compensated employees. This Plan is not intended
to create an investment contract, but to provide tax planning opportunities and retirement
benefits to Eligible Employees who have elected to participate in the Plan. 




10.2 Unsecured General
Creditor 



Participants have the status of
unsecured general creditors of the Corporation. The Employer’s obligation under the
Plan shall be merely that of an unfunded and unsecured promise of Employer to make benefit
payments in the future. 


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10.3 Nonassignability 



Neither a Participant nor any other
person shall have any right to alienate, commute, sell, assign, transfer, pledge,
anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of
actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and
all right to which are, expressly declared to be unassignable and non-transferrable. No
part of the amounts payable shall, prior to actual payment, be subject to seizure,
attachment, garnishment by creditors or separation for the payment of any other person,
nor be transferable by operation of law in the event of a Participant’s or an other
person’s bankruptcy or insolvency. 




10.4 Not a Contract of
Employment 



The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Employer and the
Participant, and except as may otherwise be specifically provided herein. Moreover,
nothing in this Plan shall be deemed to give the Participant the right to be retained in
the service of the Employer or to interfere with the right of the Employer to discipline
or discharge the Participant at any time. 




10.5 Participant
Cooperation 



A Participant will cooperate with the
Employer by furnishing any and all information requested by the Employer in order to
facilitate the payment of benefits hereunder and such other action as may be requested by
the Employer. 




10.6 Terms 



Whenever any words are used herein in
the masculine, they shall be construed as though they were used in the feminine in all
cases where they would so apply; and wherever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the plural or the
singular, as the case may be, in all cases where they would so apply. 




10.7 Captions 



The captions of articles, sections
and paragraphs of the Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions. 




10.8 Governing Law 



The provisions of the Plan shall be
construed and interpreted according to the laws of the State of Maryland. 




10.9 Validity 



In case any provision of this Plan
shall be held illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and enforced as if
such illegal and invalid provision had never been inserted herein. 




10.10 Notice 



Any notice or filing required or
permitted to be given to the Investment Committee under the Plan shall be sufficient if in
writing and hand delivered, or sent by registered or certified mail, to any member of the
Investment Committee, the President of the Employer, or the Employer’s Statutory
Agent. Such notice shall be deemed given as of the date of delivery or, if delivery is
made by mail, as of three (3) days following the date shown on the postmark or on the
receipt for registration or certification. 



10.11 Successors 


The provisions of this Plan shall
bind and inure to the benefit of the Employer and its successor and assigns. The term
successors as used herein shall include any corporate or other business entity which
shall, whether by merger, consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the Employer, and successors of any such
corporation or other business entity. 



        IN
WITNESS WHEREOF, and pursuant to resolution of the Board of Directors of the undersigned
corporation, such corporation has caused this instrument to be executed by its duly
authorized officer effective as of January 1, 2003. 


COVENTRY HEALTH
CARE, INC.
By:
    /s/ Patrisha L. Davis                 

11