Form of Coventry Health Care, Inc. Restricted Stock Award Agreement.



Exhibit 10.19



RESTRICTED STOCK AWARD
AGREEMENT 
ENTERED INTO UNDER 
 THE 2004 STOCK
INCENTIVE PLAN 
 OF 
 COVENTRY HEALTH CARE,
INC. 


     THIS  RESTRICTED  STOCK AWARD  AGREEMENT  (“Agreement”)  is made and  entered  into as of the _____ day of
_____,  20___  by  and  between  COVENTRY  HEALTH  CARE,  INC.,  a  Delaware   corporation,   (the  “Company”)  and
_______________ (“Holder”).



         1.       
          Restricted Stock Award. The Company hereby awards Holder _________ shares
          (the “Restricted Stock,” which term shall include any additional
          shares or other securities received in respect of the Restricted Stock through
          stock splits or stock dividends pursuant to Section 3 below or otherwise
          pursuant to the Company’s 2004 Incentive Plan (the “2004 Incentive
          Plan”)) of the Company’s Common Stock (the “Common Stock”),
          subject to the terms and conditions of this Agreement and the terms and
          conditions of the 2004 Incentive Plan. In the event the terms of this Agreement
          conflict with or are inconsistent with the provisions of the 2004 Incentive
          Plan, the provisions of the 2004 Incentive Plan shall be controlling. 



         2.       
          Restrictions and Conditions: 



         (a)       
          Commencing with the date hereof, the Holder agrees that Holder has no right to,
          and shall not, sell, transfer, pledge or assign, in whole or in part, the
          Restricted Shares; provided, however, that the foregoing restrictions shall
          lapse and be no longer in force and effect, in annual, cumulative increments of
          one-______ the number of Restricted Stock granted herein over a ____-year
          period, beginning with the first increment on _______, 20___. 



        From
and after each annual date, the shares as to which restrictions have lapsed shall be owned
by Holder free and clear of all restrictions or limitations of this Agreement. As soon as
reasonably practicable after the date the restrictions shall lapse, the Company shall
deliver to Holder a certificate for the unrestricted shares. 



         (b)       
          Except as provided in this Agreement to the contrary, the Holder shall have,
          with respect to the Restricted Stock, all of the rights of a shareholder of the
          Company, including the right to vote the shares and the right to receive any
          cash dividends. Pursuant to Section 3 below, stock or other security dividends
          or stock splits issued with respect to Restricted Stock shall be treated as
          additional Restricted Stock that are subject to the same restrictions and other
          terms and conditions that apply to the Restricted Stock with respect to which
          such dividends or splits are issued. 



         (c)       
          Upon termination of Holder’s service as an executive officer for any reason
          during the term of this Agreement, all shares still subject to restriction will
          be forfeited, unless such termination is the result of Holder’s death or
          Disability, in which case the Restricted Stock subject to restriction will
          immediately vest. 



         (d)       
          In the event of a Change in Control or Potential Change in Control of the
          Company, Restricted Stock as to which restrictions have not lapsed will vest as
          of the date the Change in Control or Potential Change in Control, as applicable,
          is deemed to have occurred. 



         3.       
          Adjustments. In the event of any merger, reorganization, consolidation,
          recapitalization, extraordinary cash dividend, stock dividend, stock split or
          other change in corporate structure affecting the Common Stock, such
          substitution or adjustment shall be made in the maximum number of Restricted
          Stock as may be determined to be appropriate by the Committee, in its sole
          discretion, provided that the number of shares subject to any award shall always
          be a whole number. 



         4.       
          Restricted Account/Stock Legend. Holder acknowledges that the Company
          will either issue the Restricted Shares covered by this Agreement in the name of
          Holder to be held in an uncertificated restricted account or will issue a stock
          certificate for the Restricted Shares covered by this Agreement registered in
          the name of Holder, which certificate bear will bear the legend set forth below
          and any additional legend required by applicable securities law or by the New
          York Stock Exchange or any exchange on which the Common Stock may be listed: 



	  	
The
shares evidenced by this certificate are subject to the terms and conditions of a
Restricted Stock Agreement dated ________, 20___ between Coventry Health Care, Inc. and
the registered holder hereof. 






Holder acknowledges that the
certificates evidencing the Restricted Stock, whether certificated or uncertificated,
shall be held in the custody of the Company in the name of the Holder until the
restrictions lapse and that it is a condition to the effectiveness of this Agreement and
the award of the Restricted Stock that Holder deliver to the Company the stock power
attached hereto as Exhibit A, endorsed in blank. 



         5.       
          Non transferability. The Holder’s rights hereunder shall not be
          transferable otherwise than as provided in the 2004 Incentive Plan, and the
          terms thereof shall be binding on the executors, administrators, heirs and
          successors of Holder. 



         6.       
          Defined Terms. Defined terms used herein and not defined shall have the
          meanings ascribed to them in the 2004 Incentive Plan. 



         7.       
          Amendment: Choice of Law. This Agreement may be amended as provided in
          the Plan. This Agreement shall be governed by Maryland law. 


COVENTRY HEALTH CARE, INC.                   HOLDER:

By:                                                                                                                          


                                                                              #                                                 









EXHIBIT “A” 




IRREVOCABLE STOCK OR
BOND POWER 



FOR VALUE RECEIVED, the undersigned
does hereby sell, assign and transfer to: 


Coventry Health Care, Inc.



Social security or taxpayer
identifying no.: 52–2073000


	IF STOCK, COMPLETE	_______ shares of the Common Stock of Coventry Health Care, Inc.
	THIS PORTION	represented by Certificate (s) No (s)      inclusive, registered in the 
name(s)
of _____________________.







	IF BONDS, COMPLETE	       bonds of Coventry Health Care, Inc. in the principal amount of
	THIS PORTION	$     inclusive, registered in the name(s) of           .








The undersigned does (do) hereby
irrevocably constitute and appoint                  attorney to transfer the said stock or bond (s), as the
case may be, on the books of said Company, with full power of substitution in the
premises. 


By:      ____________________________________________________


Dated:   ____________________________________________________