**Exhibit        14**

 

 

**COVENTRY HEALTH CARE**

**COMPLIANCE AND ETHICS PROGRAM**

 

**Code of Business Conduct and Ethics**

 

**Page 1        of 30**

 

| **I.** | **PURPOSE** |
|--------|-------------|

 

Coventry Health Care, Inc., together with all of its subsidiaries        (“**CHC**”), is dedicated to        conducting its business in accordance with the highest standards of ethical conduct. CHC is        committed to conducting its business activities with uncompromising integrity and in full        compliance with the federal, state and local laws governing its business. This commitment        applies to relationships with stockholders**,**customers (enrollees, federal providers, state and local governments),        contractors, vendors, competitors, auditors and all public and government        bodies.

 

To protect CHC’s reputation and to assure uniformity in standards of        conduct, CHC has established this Code of Business Conduct and Ethics        (“**Code of Business Conduct and        Ethics**” or this        “**Code**”) as part of its        Compliance and Ethics Program (“**Compliance and Ethics        Program**”or“**the Program**”). Unless a provision of this        Code states otherwise, this Code shall apply to all directors, officers and employees of        CHC (collectively, “Covered Persons”). For purposes of this Code: (1) the term        “employees” shall mean all persons employed directly by CHC, but shall exclude        all non-management directors; (2) the term “officers” shall mean all persons in        the position of Vice President or any superior position as indicated on CHC’s        organizational chart; and (3) the term “directors” shall mean all management        and non-management directors on CHC’s Board of Directors.

         

Under the Compliance and Ethics Program, a Compliance Officer has been        appointed to ensure compliance with the Program, to serve as a contact for employees to        report any potential violations of laws, regulations or this Program, and to take        appropriate action against violators of any such laws, regulations or this Program. The        intent of this Program is to ensure that every Covered Person understands the proper        standards of conduct and conforms his or her conduct with all applicable laws, rules and        regulations**,**including the standards        issued by the state and federal governmental programs in which CHC participates (e.g.,        Medicare (Parts C and D), Medicaid and Federal Employee Health Benefits        programs.

 

This Code of Ethics exists to provide directors, officers, employees, sales        representatives, stockholders, suppliers and members of the general public with an official        statement of how CHC and its subsidiaries must and will conduct business in the        marketplace. Under this Code, all Covered Persons will conduct themselves in the full        spirit of honest and lawful behavior. In addition, Covered Persons must not cause another        employee or non-employee to act otherwise, whether through inducement, suggestion or        coercion. This Code of Ethics and the policies and procedures of the Compliance and Ethics        Program are not meant to cover all situations. Any doubts whatsoever as to the        appropriateness of a particular situation, whether or not the situation is described within        this Code of Ethics, should be submitted either to your immediate supervisor, manager, the        CHC Compliance

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Officer, a Deputy Compliance Officer, the Medicare Compliance Officer, the        Human Resources Department, the General Counsel or the CHC Comply Line.

 

All employees of CHC are to read, be familiar with, and immediately after        being hired at CHC and at least annually after hire, sign the attached Statement of        Understanding (**Attachment A**) and        complete the Business Transactions With A Party In Interest Questionnaire (Attachment D).        All non-management directors of CHC must also read, be familiar with, and immediately after        being elected or appointed to the Board of Directors of CHC (the        “**Board**”), and at least        annually after such election or appointment, sign the attached Statement of Understanding.        At the discretion of management, other additional individuals may be asked to read and sign        the Statement of Understanding. Only the CHC Compliance Officer (or the Audit Committee in        the case of executive officers and directors of CHC)may make        decisions regarding requests for interpretation of or exceptions to this Code of        Ethics.

 

AnyCovered Person violating any provision of        this Code will be subject to disciplinary action, up to and including separation from the        Company. In addition, promotion of and adherence to this Code and to the Compliance and        Ethics Program will be one criterion used in evaluating the performance of Covered Persons.        To the extent that any additional policies are set forth in any other CHC manual, those        policies should be consistent with this Code. In case of any inconsistency, this Code shall        govern.

 

| **II.** | **CONFLICT OF INTEREST** |
|---------|--------------------------|

 

Covered Persons must avoid situations where their personal interest could        conflict or appear to conflict with their responsibilities, obligations or duties to        further CHC’s interest or present an opportunity for personal gain apart from the        normal compensation provided through employment. Conflicts of interest may not always be        clear-cut so if you have a question, you should consult with the CHC Compliance Officer or        CHC’s General Counsel. Any Covered Person who becomes aware of a conflict or        potential conflict should bring it to the attention ofthe Board (in        the case of a director), an immediate supervisor, manager, the CHC Compliance Officer, a        Deputy Compliance Officer, the Medicare Compliance Officer, the Human Resources Department,        the General Counsel or the CHC Comply Line or consult the procedures described in**Section X. G.**of this Code. The following        guidelines have been developed to help you identify conflicts of interest:

 

|   | **A.** | **Use of Corporate Funds and Assets** |
|--------|--------|---------------------------------------|

 

Covered Persons may not use assets of the organization for their own        personal benefit or gain. All property and business of the organization shall be used in a        manner designed to further CHC’s interest rather than the personal interest of        an

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**COMPLIANCE AND ETHICS PROGRAM**

 

**Code of Business Conduct and Ethics**

 

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individual Covered Person. Covered Persons are prohibited from the        unauthorized use or taking of CHC’s equipment, supplies, software, data, intellectual        property, materials or services. Prior to engaging in any activity on CHC’s time        which will result in remuneration or the use of CHC’s equipment, supplies, materials        or services for personal or non-work related purposes, Covered Persons shall obtain the        approval of their immediate supervisor or manager or other senior management of        CHC.

 

|   | **B.** | **Outside Financial Interests** |
|--------|--------|---------------------------------|

 

Thefollowing is        alistof the types of activities by Covered        Persons, or household members of such Covered Persons, that might cause conflicts of        interest. This list is not exhaustive and any questions regarding activities that may        posea potential conflict of interest        shouldbedirected to the Board (in the case of a        director), an immediate supervisor, manager, the CHC Compliance Officer, a Deputy        Compliance Officer, the Medicare Compliance Officer, a Human Resources Officer, the General        Counsel or the CHC Comply Line.

 

|   | 1. | Ownership in or employment by any outside concern which does                        business with CHC. This does not apply to stock or other investments held                        in a publicly held corporation, provided the value of the stock or other                        investments does not exceed 5% of the corporation’s stock. CHC may,                        following a review of the relevant facts, permit ownership interests which                        exceed these amounts if management concludes such ownership interests will                        not adversely impact CHC’s business interest or the judgment of the                        employee. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | Conduct of any business not on behalf of CHC, with any                        vendor, supplier, contractor, or agency, or any of their officers or                        employees. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | Representation of CHC by a Covered Person in any transaction                        in which he or she or a household member has a substantial personal                        interest. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | Disclosure or use of confidential, special or inside                        information of or about CHC, particularly for personal profit or advantage                        of the**Covered Person**or                        a household member or other. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 5. | Competition with CHC by a Covered Person, directly or                        indirectly, in the purchase, sale or ownership of property or property                        rights or interests, or business opportunities. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Covered Persons who may have a conflict of interest must contact the Board        (in the case of a director), an immediate supervisor, manager, the CHC Compliance Officer,        a Deputy Compliance Officer, the Medicare Compliance Officer, a

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**Code of Business Conduct and Ethics**

 

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Human Resources Officer, the General Counsel or the CHC Comply Line for        guidance.

 

|   | **C.** | **Outside Activities** |
|--------|--------|------------------------|

 

Employees should avoid outside employment or activities that may have a        negative impact upon their job performance with CHC, and all Covered Persons should avoid        outside employment or activities that may conflict with their obligations, loyalties or        fiduciary responsibilities to CHC.

 

|   | **D.** | **Honoraria** |
|--------|--------|---------------|

 

Employees, with the permission of the CEO, may participate as faculty and        speakers at educational programs and functions on behalf of CHC during office hours. Any        honoraria in excess of Five Hundred Dollars ($500) shall be turned over to CHC unless the        employee used time off, paid or unpaid, to attend the program or that portion of the        program for which the honoraria is paid.

 

|   | **E.** | **Participation on Boards of                        Directors/Trustees** |
|--------|--------|--------------------------------------------------------------------------|

 

|   | 1. | An employeemust obtain approval from                        the Senior Line Officer or CHC’s**General                        Counsel**prior to serving as a member of                        the**board of directors/trustees of any                        organization whose interests may conflict with those of CHC. CHC retains                        the right to prohibit membership on any board of directors/trustees where                        such membership might conflict with the best interest of                        CHC.** |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | An employee who is asked, or seeks to serve on the**board of directors/trustees**of                        any organization whose interest would not**have                        an**impact**on**CHC (for example, civic, charitable, fraternal and so forth)                        is not required to obtain such prior approval. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | All compensation received by an employee for**board**services provided during                        normal work time may be retained by the employee. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | An employee, if so required by CHC, must disclose all**board of directors/trustees**activities in CHC’s annual Conflict of Interest                        disclosure statement. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **F.** | **Corporate Opportunities** |
|--------|--------|-----------------------------|

 

Covered Persons are prohibited without the consent of the Board of Directors        from taking for themselves personally opportunities that are discovered through the use of        corporate property, information or position. No Covered Person may

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use corporate property, information, or position for improper personal gain,        and no Covered Person may compete with CHC directly or indirectly without consent of the        Board (or an appropriate committee of the Board)**.**Covered Persons owe a duty to CHC to advance its legitimate interests when        the opportunity to do so arises.

 

|   | **G.** | **Loans** |
|--------|--------|-----------|

 

CHC’s executive officers and directors may never accept loans or        guarantees of obligations from CHC, from other employees, officers or directors of CHC on        behalf of or for the benefit of CHC, or from any other person or entity, including        suppliers and vendors, having or seeking business with CHC, except as permitted by law. No        employee of CHC may accept loans or guarantees of obligations from any person or entity,        including suppliers and vendors, having or seeking business with CHC. If you have any        doubts as to whether a loan is permissible, please contact the CHC Compliance Officer or        CHC’s General Counsel for guidance.

 

| **III.** | **FRAUD AND ABUSE** |
|----------|---------------------|

 

CHC expects all Covered Persons to comply scrupulously with all federal,        state and local laws and government regulations. These laws and regulations prohibit (1)        disguised payments in the submission of false, fraudulent or misleading claims to any        government entity or third party payor, including claims for services not rendered, claims        which characterize the service differently than the service actually rendered, or claims        which do not otherwise comply with applicable program or contractual requirements; and (2)        making false representations to any person or entity in order to gain or retain        participation in a program or to obtain payment for any service. All Covered Persons must        report immediately to the Board (in the case of directors), an immediate supervisor,        manager, the CHC Compliance Officer, a Deputy Compliance Officer, the Medicare Compliance        Officer, the Human Resources Department, the General Counsel or the CHC Comply Line any        actual or perceived violation of this Code, the Compliance and Ethics Program, or any other        CHC policy.

 

|   | **A.** | **Exclusion from Medicare/Medicaid Programs** |
|--------|--------|-----------------------------------------------|

 

|   | 1. | CHC shall review the**Department of                        Health and Human Services’**Office of the                        Inspector General (**OIG**)                        and General Services & Administration (GSA) exclusion lists for all new                        employees and, at least annually, to confirm that Covered Persons have not                        been excluded, sanctioned or otherwise barred from participating in the                        Medicare/Medicaid programs. The OIG maintains a site on the internet                        athttp://exclusions.oig.hhs.govlisting those who have been excluded from the Medicare and                        Medicaid |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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**Code of Business Conduct and Ethics**

 

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programs. The GSA debarred/exclusions lists may be found on the internet        athttp://www.epls.gov. CHC also shall        inform applicants that if employed, CHC will confirm the applicant’s status with the        OIG after the first three (3) months of employment. If any employee has been excluded from        participation in the Medicare/Medicaid programs or is convicted of health care fraud, CHC        will terminate that employee’s employment or contract.

|   | **2.** | Prior to contracting with certain vendors, suppliers and                        agents, CHC will also review the OIG and**GSA                        exclusion lists to confirm that such entities have not been excluded,                        sanctioned or otherwise barred from participating in the federal health                        care programs. If a vendor, supplier or contractor has been excluded,                        sanctioned or barred, CHC will terminate the contract in accordance with                        CHC policy.** |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | As part of the annually executed Statement of                        Understanding**(Attachment****A),**each employee will certify                        annually that he or she has not been convicted of, or charged with, a                        criminal offense related to health care nor has he or she been listed by a                        federal agency as debarred, excluded or otherwise ineligible for                        participation in federally funded health care programs. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| **IV.** | **DEALING WITH THIRD PARTIES** |
|---------|--------------------------------|

 

CHC obtains and keeps its business because of the quality of its products        and services. CHC is committed to providing services that meet all contractual obligations        and CHC’s quality standards. Conducting business, however, with vendors, suppliers,        contractors, providers and customers (subscribers or members) can pose ethical or even        legal problems, especially in activities where differing local customs and market practices        exist. The following guidelines are intended to help all Covered Persons make the        “right” decision in potentially difficult situations.

 

|   | **A.** | **Contract Negotiation** |
|--------|--------|--------------------------|

 

CHC has an affirmative duty to disclose current, accurate and complete cost        and pricing data where such data is required under appropriate federal or state law or        regulation. Employees involved in the pricing of contract proposals or in the negotiation        of a contract must ensure the accuracy, completeness and currency of all data generated and        given to supervisors and other employees. Furthermore, all representations made by CHC        employees to CHC’s customers and suppliers, both government and commercial, must be        accurate, complete and current. The submission to a federal government customer of a        representation, quotation,

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statement or certification that is false, incomplete or misleading can        result in civil and/or criminal liability for CHC, the involved employee and any        supervisors who condone such an improper practice. All Covered Persons should endeavor to        deal fairly with all of CHC’s vendors, suppliers, contractors, providers and        customers, to the extent appropriate under applicable law and consistent with CHC policy        and their duties of loyalty to CHC. It is inappropriate to take unfair advantage of anyone        through manipulation, concealment, abuse of privileged information, misrepresentation of        material facts or any other practice that may be considered unfair-dealing.

 

|   | **B.** | **Marketing and Advertising Activities** |
|--------|--------|------------------------------------------|

 

In conducting all marketing and advertising activities, Covered Persons may        offer only honest, straightforward, fully informative and nondeceptive information. It is        in the best interests of members, CHC and payors alike, for members, physicians and other        referral sources to understand fully the services offered by CHC, and the potential        financial consequences if CHC’s services are ordered. Therefore, Covered Persons        shall not distort the truth, make false claims, engage in comparative advertising or attack        or disparage another competitor. All direct to consumer marketing activities that involve        giving anything of value to a member require compliance with the relevant policies. For        further information on marketing activities, please see all relevant training materials        related to marketing practices in the Center for Learing Technologies on the CHC intranet        athttp://cvtynet.

         

|   | **C.** | **Antitrust and Competition** |
|--------|--------|-------------------------------|

         

Antitrust and competitionlaws apply to all commercial        and federal domestic transactions conducted by CHC(and in some        casesforeign transactions). These laws are designed to ensure that        competition exists and to preserve the free enterprise system. These laws generally        prohibit agreements to fix prices or participation in unfair practices that may reduce        competition in the marketplace. The antitrust laws applicable to CHC are complex and        Covered Persons should consult the CHC Compliance Officer or CHC’s General Counsel if        any questions arise as to the applicability of these laws to any activities conducted by        Covered Persons. At a minimum, antitrust laws prohibit Covered Persons from engaging in the        following activities:

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|   | 1. | Discussions or agreements with competitors of CHC regarding                        price fixing, stabilization or discrimination. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------|

         

|   | 2. | Discussions or agreements with suppliers or customers of CHC                        that unfairly restrict trade or exclude other competitors from the                        marketplace. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | 3. | Discussions or agreements with competitors of CHC to                        allocate territories, markets or customers. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------|

         

|   | 4. | Discussions or agreements with competitors of CHC to boycott                        suppliers, customers or providers. |
|--------|----|------------------------------------------------------------------------------------------------------------------------|

         

|   | 5. | Requiring customers of CHC to buy from CHC through the use                        ofcoercion, express or implied. |
|--------|----|-------------------------------------------------------------------------------------------------------------------|

Employees responsible for areas of the business of CHC that may implicate        the antitrust and competition laws must be aware of the laws in the jurisdictions in which        CHC conducts business and the applicability of those laws. Many countries have antitrust        and competition laws that differ from the U.S. laws and employees must be aware of the        specific laws in the jurisdictions in which they conduct the business of CHC.

 

|   | **D.** | **Anti-kickback and False Claims Issues** |
|--------|--------|-------------------------------------------|

         

Federal and state laws generally prohibit CHC and Covered Persons from        offering or paying anything of value to induce the referral of patients for health care        items or services when such items or services are reimbursable by federal health care        programs. These laws also prohibit soliciting or accepting anything of value under similar        circumstances. In addition, CHC and Covered Persons are subject to various state and        federal laws prohibiting the filing of false claims. False claims laws prohibit, among        other activities, filing claims for services not rendered ornot        rendered as describedin the claim, or otherwise submitting false data        to a state or federal health care program and upon which reimbursement may be based in        whole or in part. For a more detailed description of state and Federal laws which prohibit        the filing of false claims, please refer to the CHC Policy        Center**(**http://policycenter**).**Anti-kickback and false claims laws are complex        andCovered Persons should consult the CHC Compliance Officer or        CHC’s General Counsel when questions arise as to the applicability of these laws to        any activities conducted by Covered Persons. Covered Persons should be aware that these        laws mayapply outside of the Medicare and Medicaid contexts as        well.

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CHC has adopted various policies designed to ensure compliance with federal        and state anti-kickback and false claimslaws. For further information        please refer to the CHC Policy Center (http://policycenter) or the Center for Learning        Technologies (http://cvtynet) on the CHC intranet and all other relevant        policies.

|   | **E.** | **Gifts and Entertainment** |
|--------|--------|-----------------------------|

 

|   | 1. | To avoid both the reality and the appearance of improper                        relations with vendors, suppliers, contractors, providers or customers                        (subscribers or members), the following standards apply to receipt of gifts                        and entertainment by CHC employees. In addition to the standards listed                        here, CHC employees are required to sign the “Pharmaceutical Company                        Relationships Employee Acknowledgment” Form**(Attachment C)**. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | a. | CHC employees may not accept gifts of money under any                        circumstances nor may they solicit non-monetary gifts, gratuities or any                        other personal benefit or favor of any kind from vendors, suppliers,                        contractors or customers (subscribers or members). |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

CHC employees and their immediate families may accept unsolicited,        non-monetary gifts from a business firm or individual doing or seeking to do business with        CHC only if: (1) the gift is no more than the nominal value of $100 per calendar year; or        (2) the gift is advertising or promotional material that has a fair market value of no more        than $100. Gifts of more than $100 per calendar year may be accepted if protocol, courtesy        or other special circumstances exist. However, all such gifts with a fair market value of        more than $100must firstbe reported to        the CHC Compliance Officer and CHC’s General Counsel, who will determine if the CHC        employee may accept the gift or must return it.

 

|   | b. | CHC employees may not encourage or solicit entertainment                        from any individual or company with whom CHC does business. From time to                        time, CHC employees may offer and/or accept entertainment, but only if the                        entertainment is reasonable, occurs infrequently and does not involve                        lavish expenditures. CHC employees who have questions or concerns about                        entertainment must contact their Senior Line Officer, the CHC Compliance                        Officer, or CHC’s**General                        Counsel**. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | The purpose of business entertainment and gifts in a                        commercial setting is to create good will and sound working relationships,                        not to gain unfair |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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advantage with customers. No gift or entertainment should ever be offered,        given, or provided by any CHC employees, family member of a CHC employee or agent to a CHC        customer unless it: (1) is not a cash gift, (2) is consistent with customary business        practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and        (5) does not violate any laws or regulations. Please discuss with your immediate        supervisor, manager, the CHC Compliance Officer, a Deputy Compliance Officer, a Human        Resources Officer, the General Counsel or the CHC Comply Line any gifts or proposed gifts        which you are not certain are appropriate.

 

|   | **F.** | **Payments to Third Parties** |
|--------|--------|-------------------------------|

 

Agreements with agents, sales representatives, vendors, consultants and        other contractors should be in writing and should be clearly and accurately set forth the        services to be performed, the basis for payment and the applicable rate or fee. Payments        should be reasonable in amount, not excessive in light of common practice and equal to the        value of the products or services. Third parties should be advised that the agreement may        be publicly disclosed.

 

|   | **G.** | **No Payments to Government Employees** |
|--------|--------|-----------------------------------------|

 

No CHC employee may offer or makeavailable in any        amount, directly or indirectly**,**any        payment of money, gifts, services, entertainment or anything of value to any federal, state        or local government official or employee.

 

|   | **H.** | **Billing and Reimbursement** |
|--------|--------|-------------------------------|

 

CHC is committed to ensuring that its billing and reimbursement practices        comply with all federal and state laws, regulations, guidelines and policies and that all        bills are correct and reflect current payment methodologies. CHC is committed further to        ensuring that all members and customers receive timely and accurate bills and that all        questions regarding billing are answered promptly and accurately.

 

| **V.** | **FINANCIAL REPORTING AND INTERNAL                        CONTROL** |
|--------|---------------------------------------------------------------------|

 

False or misleading entries may not be made in the financial books or        employment records of CHC for any reason. No Covered Person may engage in any actions that        result in or create false or misleading entriesin CHC’s books        and records.

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No payment or receipt on behalf of CHC may be approved or made with the        intention or understanding that any part of the payment or receipt is to be used for a        purpose other than that described in the documents supporting the transaction. “Slush        funds” or similar funds or accounts where no accounting for receipts or expenditures        is made on CHC records are strictly prohibited.

 

|   | **A.** | **Personnel Records** |
|--------|--------|-----------------------|

 

Salary, benefit and other personal information relating to employees shall        be treated as confidential. Personnel files, payroll information, disciplinary matters and        similar information shall be maintained in a manner designed to ensure confidentiality in        accordance with applicable laws. Covered Persons will exercise due care to prevent the        release or sharing of information beyond those persons who may need such information to        fulfill their job function.

 

|   | **B.** | **Internal Control** |
|--------|--------|----------------------|

 

CHC has established control standards and procedures to ensure that assets        are protected and properly used and that financial records and reports are accurate and        reliable. All Covered Persons share the responsibility for maintaining and complying with        required internal controls.

 

|   | **C.** | **Financial Reporting** |
|--------|--------|-------------------------|

 

All financial reports, accounting records, research reports, expense        accounts, time sheets and other documents must accurately and clearly represent the        relevant facts or the true nature of a transaction. Employees who submit timesheets must be        careful to do so in a complete, accurate and timely manner. The employee’s signature        on a timesheet is a representation that the timesheet accurately reflects the number of        hours worked on the specified project. Improper or fraudulent accounting, documentation or        financial reporting is contrary to the policy of CHC and may be in violation of applicable        laws.

 

|   | **D.** | **Expense Accounts** |
|--------|--------|----------------------|

 

Many CHC employeesregularly use CHC business expense        accounts, which must be for legitimate business purposes and documented and recorded        accurately. The submission of false, inappropriate or inaccurate expenses for reimbursement        will result in disciplinary action up to, and including dismissal, and may result in civil        action or criminal charges. If you are not sure whether a certain expense is for a        legitimate business purpose, ask your supervisor.

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|   | **E.** | **Protection and Proper Use of Company                        Assets** |
|--------|--------|------------------------------------------------------------------------|

 

Covered Persons are expected to use good judgment in the utilization of CHC,        customer and supplier property. The use of CHC assets, facilities or services for any        unlawful, improper or unauthorized purpose is strictly prohibited. The use of CHC assets        for non-CHC purposes is appropriate only when specifically authorized by CHC policy or        procedure or when the user receives express authorization from his or her supervisor. Any        personal use of a CHC resource must not result in added cost, disruption of business        processes, or any other disadvantage to CHC. Supervisors are responsible for the resources        assigned to their respective departments and are empowered to resolve issues concerning        their proper use.

         

The theft or misuse of any property or services by any Covered Persons will        result in that person being disciplined, discharged or possibly subjected to civil and        criminal penalties. CHC’s equipment, systems, facilities, corporate credit cards and        supplies must be used only for conducting CHC business or for purposes authorized by        management.

 

| **VI.** | **COMMUNICATION PRACTICES** |
|---------|-----------------------------|

 

|   | **A.** | **Confidential Information** |
|--------|--------|------------------------------|

 

Covered Persons may have access to confidential information about CHC, its        customers, suppliers and competitors or other information that might be of use to        competitors or harmful to CHC or its customers, if disclosed. Until released to the public,        this information should not be disclosed to fellow Covered Persons, who do not have a        business need to know such information, or to non-employees for any reason, except in        accordance with established CHC procedures. Confidential information of this kind includes,        among other things, information or data on products, business strategies, corporate        manuals, processes, systems or procedures. Please refer to the separate CHC policy        regarding confidential information entitled “Coventry Health Care, Inc. Statement of        Policy Regarding Insider Trading and Confidentiality.” Please also see the        Proprietary Information and Confidentiality Agreement found in**Attachment B**to this Code.

 

|   | **B.** | **Honest Communication and Fair and Accurate                        Disclosure** |
|--------|--------|----------------------------------------------------------------------------------|

 

CHC requires candor and honesty from Covered Persons in the performance of        their responsibilities and in communication with our attorneys and auditors. No Covered        Person shall make false or misleading statements to any member, person or entity doing        business with CHC about other members, persons or entities doing

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business or competing with CHC, or about the products or services of CHC or        its competitors.

         

In drafting and filing periodic reports or other documents filed with the        Securities and Exchange Commission and in other public communications, Covered Persons        should take all steps necessary to ensure full, fair, accurate, timely and complete        disclosure. Such steps should include going beyond the minimum requirements to convey a        fair and accurate financial picture of the Company to public investors.

         

Business records and communications often become public, and Covered Persons        should always avoid exaggeration, derogatory remarks, guesswork, or inappropriate        characterizations of people and companies that can be misunderstood. This applies equally        to e-mail, internal memos, and formal reports.

         

|   | **C.** | **Misappropriation of Proprietary                        Information** |
|--------|--------|------------------------------------------------------------------------|

 

Covered Persons shall not misappropriate confidential or proprietary        information belonging to another person or entity nor utilize any publication, document,        computer program, information or product in violation of a third party’s interest in        such product. All Covered Persons are responsible to ensure they do not improperly copy for        their own use documents or computer programs in violation of applicable copyright laws or        licensing agreements. Covered Persons shall not utilize confidential business information        obtained from competitors, including customer lists, price lists, contracts or other        information in violation of a covenant not to compete, prior employment agreement or in any        other manner likely to provide an unfair or illegal competitive advantage to        CHC.

 

|   | **D.** | **Privacy Issues Regarding Written and Electronic                        Mail** |
|--------|--------|---------------------------------------------------------------------------------|

         

Use of CHC’s e-mail systems involves additional considerations and        requires special care. Covered persons must bear in mind that e-mail is not private, and        its source is clearly identifiable. E-mail messages may remain part of CHC’s business        records long after they have supposedly been deleted. Covered Persons must ensure that        their personal e-mail does not adversely affect CHC or its public image or that of its        customers, partners, associates or suppliers. E-mail may not be used for external broadcast        messages or to send or post chain letters, messages of a political or religious nature, or        messages that contain obscene, profane, racial or otherwise offensive language or material.        Violations of this policy will result in disciplinary action up to, and including        dismissal.

         

CHC reserves the right, subject to applicable laws, to monitor and review        all written and electronic communications that Covered Persons send or receive        at

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work or using CHC’s systems, including electronic mail, voicemail,        envelopes, packages or messages marked “personal and confidential.”

 

|   | **E.** | **Requests for Information** |
|--------|--------|------------------------------|

 

Employees should only respond to inquiries or questions from third parties,        either directly or indirectly, if such employee is certain that he or she is authorized to        do so. Even if the employee is authorized by CHC regulations to provide such information,        if there is a designated spokesperson or coordinated approach to dealing with that        information the employee must refer the third party to the appropriate source within CHC.        Requests for information from financial and security analysts or investors should always be        directed to the Chief Executive Officer or Chief Financial Officer as should requests for        information from the media. Requests from an attorney for information or to interview a        Covered Personshould be directed to CHC’s General        Counsel.

 

|   | **F.** | **Maintenance of Company Records and Files** |
|--------|--------|----------------------------------------------|

 

All Covered Persons must follow CHC policy regarding the retention, disposal        or destruction of any CHC records or files. Laws and regulations require retention of        certain CHC records for various periods of time, particularly in the tax, personnel, health        and safety, environment, contract, customs and corporate structure areas. Records should        always be retained or destroyed according to CHC’s record retention policies. The        Record Retention and Destruction Policy and state schedules may be accessed in two        locations on the CHC intranet. For access, go to the***Coventry        today***home page and click on        “**Human Resources**” and        then “**Policies**” or        click on “**essentials**”        and select the topic “**Compliance,        General**”. Those policies should always be strictly        adhered to. In accordance with those policies, in the event of litigation or governmental        investigation, please consult CHC’s General Counsel.

 

| **VII.** | **POLITICAL ACTIVITIES AND                        CONTRIBUTIONS** |
|----------|-------------------------------------------------------------------|

 

CHC encourages each of its Covered Persons to be good citizens and to fully        participate in the political process. Covered Persons should, however, be aware that: (1)        federal law and the laws of most states prohibit corporate contributions to political        candidates, political parties or party officials; and (2) Covered Persons who participate        in partisan political activities must ensure that they do not leave the impression that        they speak or act for or on behalf of CHC.

 

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| **VIII.** | **DISCRIMINATION** |
|-----------|--------------------|

 

CHC believes that the fair and equitable treatment of employees,        subscribers, members and other persons is critical to fulfilling its vision and        goals.

 

It is a policy of CHC to enroll subscribers and members without regard to        the race, color, religious belief, sex, ethnic background, national origin, alienage,        ancestry, citizenship status, age, marital status, pregnancy, sexual orientation, veteran        status or physical or mental disability or history of disability of such person, or any        other classification prohibited by law.

 

It is a policy of CHC to recruit, hire, train, promote, assign, transfer,        layoff, recall and terminate employees based on their own ability, achievement, experience        and conduct without regard to race, color, religious belief, sex, ethnic background,        national origin, alienage, ancestry, citizenship status, age, marital status, pregnancy,        sexual orientation, veteran status or physical or mental disability or history of        disability of such person or any other classification prohibited by law.

 

No form of harassment or discrimination on the basis of race, color,        religious belief, sex, ethnic background, national origin, alienage, ancestry, citizenship        status, age, marital status, pregnancy, sexual orientation, veteran status or physical or        mental disability or history of disability or any other classification prohibited by law        will be permitted. Each allegation of harassment or discrimination will be promptly        investigated in accordance with applicable human resource policies and        procedures.

 

| **IX.** | **IMPLEMENTATION** |
|---------|--------------------|

 

Strict adherence to this Code of Business Conduct and Ethics is vital.        Management is responsible for ensuring that Covered Persons are aware of the provisions of        the Code of Business Conduct and Ethics. For clarification or guidance on any point in the        Code of Business Conduct and Ethics, please consult the CHC Compliance Officer or        CHC’s GeneralCounsel.

         

To ensure that proper dissemination and understanding of this Code is        achieved, the following implementation will be followed: Employees will furnish a signed        Statement of Understanding, attached to the Code as**Attachment        A**, both at the time of hire and then on a yearly basis. Human        Resources shall be responsible for making sure each employee signs the Statement of        Understanding on an annual basis. Signing of this Statement of Understanding shall be done        in conjunction with the training requirements set forth in CHC’s Policy on Employee        Training (see below). New employees shall sign the Statement of Understanding immediately        after being hired at CHC.

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|   | **A.** | **Covered Persons** |
|--------|--------|---------------------|

 

Covered Persons are to report dishonest or illegal activities described        within this Code of Business Conduct and Ethics. Failure to report dishonest or illegal        activities or reporting false information is a very serious violation of this Code of        Business Conduct and Ethics and could be cause for immediate termination of employment. The        reporting of a suspected Code violation may be made verbally or in writing, but preferably,        in writing containing a description of the factual basis for the suspected dishonest or        illegal activities (e.g., documents, events, meetings) and, preferably, should be signed.        See**Section X.**below for the procedure        to follow for reporting suspected violations of this Code. It is a serious Code violation        for any CHC employee to initiate or encourage reprisal action against an employee or other        person who in good faith reports known or suspected Code violations.

 

|   | **B.** | **Board of Directors** |
|--------|--------|------------------------|

 

|   | 1. | The Audit Committee of the Board of Directors is generally                        responsible for assuring that the business of CHC is conducted in                        accordance with the Code. The Audit Committee will assure that the Code is                        properly administered. If willful violations are discovered, the Audit                        Committee shall assure that the legal rights of individuals are protected,                        that CHC’s legal obligations are fulfilled and that proper                        disciplinary and legal actions are taken. The Audit Committee will further                        see that corrective measures and safeguards are instituted to prevent                        recurrence of violations. |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | 2. | Only the Audit Committee has the authority to waive any                        provision of this Code with respect to an executive officer or director of                        CHC. If a waiver of this Code is granted for a director or executive                        officer, such waiver must be promptly and accurately disclosed as required                        by law or applicable stock exchange rule. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | **C.** | **Training** |
|--------|--------|--------------|

 

On an annual basis, each employee must attend at least one in-service or        seminar dealing with compliance with laws, the Compliance and Ethics Program and/or this        Code. This attendance will be documented.*See*CHC’s Policy on Employee Training. In addition, employees directly        involved in a government program shall receive additional compliance training in accordance        with other government program training policies.

         

The CHC Compliance Officer shall establish such other training or        dissemination of information to all Covered Persons concerning the necessity to comply with        all

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applicable laws and with this Code, including the continuation of existing        compliance program such as Medicare/Medicaid compliance and compliance with securities law        reporting.

         

The CHC Compliance Officer shall make periodic reports to CHC’s Chief        Executive Officer and Board of Directors concerning compliance with the above training        requirements.

         

|   | **D.** | **CHC Officers and Managers** |
|--------|--------|-------------------------------|

 

All officers and managers are responsible for reporting any actual or        suspected material Code violations. The procedures for reporting actual or suspected        violations are set forth in**Section X.**below. All officers and managers are also responsible for reviewing this        Code with each of their employees and ensuring that it is countersigned annually and placed        in the employee’s personnel file. New employees shall read and sign the Statement of        Understanding (**Attachment** **A**) upon employment.

         

Officers and**managers**may        be sanctioned for failing to instruct adequately their subordinates or for failing to        detect non-compliance with applicable policies and legal requirements, where reasonable        diligence on the part of the officer ormanager would have led to the        discovery of any problems or violations and given CHC the opportunity to correct them        earlier.

         

| **X.** | **PROCEDURES FOR REPORTING SUSPECTED VIOLATIONS                        (WHISTLEBLOWER POLICY)** |
|--------|-------------------------------------------------------------------------------------------------|

 

The Company has adopted this policy to promote the reporting or disclosure        of Violations and potential Violations. The Company does not encourage frivolous        complaints, but it does want any Covered Person or vendor, supplier or agent of the Company        (each an “Affected Person”) who knows of a Violation or potential Violation to        contact a representative of the Company through one of the methods contained in**Section** **X.G.**A “Violation” includes the        following:

|   | (1) | violations of law, including any rule of the Securities and                        Exchange Commission, federal laws related to fraud against the                        Company’s**stockholders**, and the laws and                        regulations of any jurisdiction in which the Company operates; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | violations of Company policies (including this Code of                        Business Conduct and Ethics) and statutory or other requirements for good                        corporate governance; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | (3) | improper accounting entries, violations of internal                        accounting controls or improper auditing matters; |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------|

|   | (4) | any other matter, which in the good faith belief of any                        Affected Person, could cause harm to the business or public position of the                        Company; or |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5) | any attempt to conceal a Violation or evidence of a                        potential Violation. |
|--------|-----|-------------------------------------------------------------------------------------------------|

|   | **A.** | **General Policy.** |
|--------|--------|---------------------|

Any Affected Person who, in Good Faith, reports a Violation is referred to        as a “Whistleblower” and is protected from any retaliation by the Company.        “Good Faith” means that the Affected Person has a reasonably held belief that        the disclosure is true and has not been made either for personal gain or for any ulterior        motive.

The Company notes that Sections 806 and 1107 of the Sarbanes-Oxley Act of        2002 provides certain legal protection to whistleblowers. Under Section 806, the Company        and its officers, employees, contractors, subcontractors and agents cannot discharge,        demote, suspend, threaten, harass, or in any other manner discriminate (collectively,        “Retaliate”) against employees who provide information in investigations        – including internal investigations – into certain types of violations of the        securities laws and regulations, or who file proceedings relating to similar violations.        Additionally, under Section 1107, any person who

knowingly, with the intent to retaliate, takes any action harmful to any        person, including interference with the lawful employment or livelihood of any person, for        providing a law enforcement officer any truthful information relating to the commission or        possible commission of any Federal offense, shall be fined under this title or imprisoned        not more than 10 years, or both.

|   | **B.** | **Purpose of the Whistleblower Policy.** |
|--------|--------|------------------------------------------|

The Company has adopted this whistleblower policy in order to:

|   | (a) | cause Violations to be disclosed before they can disrupt the                        business or operations of the Company, or lead to serious loss, |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (b) | promote a climate of accountability with respect to Company                        resources, including its employees, and |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------|

|   | (c) | ensure that no Affected Person should feel at a disadvantage                        in raising legitimate concerns. |
|--------|-----|---------------------------------------------------------------------------------------------------------------------|

This policy provides a means whereby Affected Persons can safely raise,        internally and at a high level, serious concerns and disclose information that the Affected        Person believes in good faith could constitute a Violation.

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For a more detailed description of state and Federal laws which prohibit the        filing of false claims and that protect Whistleblowers under such laws, please refer to the        CHC Policy Center (http://policycenter).

|   | **C.** | **Affected Persons Protected.** |
|--------|--------|---------------------------------|

This procedure offers protection to Affected Persons, who disclose matters        that are, or could give rise to, Violations, provided the disclosure is made:

|   | **•** | In good faith, |
|--------|------------|----------------|

|   | **•** | In the reasonable belief of the individual making the                        disclosure that the conduct or matter disclosed could give rise to a                        Violation, and |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | Pursuant to the procedures contained in**Section X.G.**below. |
|--------|------------|---------------------------------------------------------------|

No complaint that satisfies these conditions will result in dismissal or        disciplinary action or any other form of discrimination for the complainant. Any acts of        Retaliation against a Whistleblower shall be treated by the Company as a serious        disciplinary matter and could result in dismissal.

|   | **D.** | **Confidentiality of Disclosure.** |
|--------|--------|------------------------------------|

The Company will treat all such disclosures as confidential and privileged        to the fullest extent permitted by law. The Company will exercise particular care to keep        confidential the identity of any Affected Person, making an allegation under this procedure        until a formal investigation is launched. Thereafter, the identity of the Affected Person        making the allegation may be kept confidential, if requested, unless such confidentiality        is incompatible with a fair investigation or unless there is an overriding reason for        disclosure. In this instance, the Affected Person making the disclosure will be so        informed. Where disciplinary proceedings are invoked against any individual following a        complaint under this procedure, the Company will normally require the name of the Affected        Person to be disclosed to the person subject to such proceedings.

The Company encourages individuals to put their name to any disclosure they        make, but any Affected Person may also make anonymous disclosure as provided in**Section X.G.5.**below. In responding to an        anonymous complaint, the Company will pay due regard to fairness to any individual named in        the complaint, the seriousness of the issue raised, the credibility of the complaint and        will undertake to conduct an effective investigation and discovery of evidence.

Investigations will be conducted as quickly as possible, taking into account        the nature and complexity of the disclosure.

|   | **E.** | **Unsubstantiated Allegations.** |
|--------|--------|----------------------------------|

If an Affected Person makes an allegation in good faith, which is not        confirmed by subsequent investigation, no action will be taken against that individual.        In

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making a disclosure, all individuals should exercise due care to ensure the        accuracy of the information.

If after investigation a matter raised under this procedure is found to be        without substanceandto have been made        for malicious or frivolous reasons, the Affected Person could become the subject of        disciplinary action.

Where an allegation is not substantiated (a) the conclusions of the        investigation will be made known both to the Affected Person who made the allegation and to        the person against whom the allegation was made and (b) all papers relating to the        allegation and investigation will be removed from the record.

|   | **F.** | **Follow-Up.** |
|--------|--------|----------------|

The General Counsel will deliver a report of all substantiated disclosures        and any subsequent actions taken to the Board of Directors.

The conclusion of the investigation will be communicated to the person or        persons against whom the complaint or allegation is made and to the Affected Person who        made the complaint or allegation.

         

|   | **G.** | **Procedures** |
|--------|--------|----------------|

|   | 1. | Any disclosure made by a Affected Person under this policy                        must be reported to one of the following as appropriate: |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------|

|   | (a) | to the Affected Person’s immediate supervisor or                        manager, |
|--------|-----|----------------------------------------------------------------------------------------|

|   | (b) | to the Chief Compliance Officer, a Deputy Compliance Officer                        or the Medicare Compliance Officer of the Company, |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------|

|   | (c) | to a Human Resources Officer, |
|--------|-----|-------------------------------|

|   | (d) | to the General Counsel, |
|--------|-----|-------------------------|

|   | (e) | to the Chief Financial Officer if the allegation relates to                        financial, accounting or auditing matters, or |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------|

|   | (f) | if an employee wishes to remain completely anonymous, by                        calling the Company’s anonymous reporting hotline,**“The Comply Line” at 1-877-242-5463, which is                        staffed twenty-four hours a day and seven days a                        week**. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Affected Persons are expected to report any suspected Violations.

The Comply Line number shall be posted in all work locations. All reports        must contain sufficient information for the CHC Compliance Officer to investigate the        concerns raised. CHC will attempt to treat such reports confidentially and to protect the        identity of the**individual**who has made        a report to the maximum extent possible and as may be permitted under applicable        law.

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|   | 2. | All reports will be investigated. Upon receipt of credible                        reports of suspected violations or irregularities, the CHC Compliance                        Officer shall see that appropriate corrective action takes place                        immediately. CHC will weigh relevant facts and circumstances, including,                        but not limited to, the extent to which the behavior was contrary to the                        express language or general intent of the Code, the seriousness of the                        behavior, the**person**’s history with CHC                        and other factors which CHC deems relevant. No adverse action or                        retribution of any kind will be taken by CHC against an Affected Person                        solely because he or she reports in good faith a suspected Violation. Proof                        of Violations may result in discipline ranging from warnings and reprimands                        to discharge or, where appropriate, the filing of a civil or criminal                        complaint. Disciplinary decisions will be made by operating management,                        subject to review by the CHC Compliance Officer, the Vice-President of                        Human Resources and CHC’s General Counsel. Individuals will be                        informed of the charges against them and will be given the opportunity, as                        appropriate, to state their position before any disciplinary action is                        imposed. |
|--------|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

If CHC’s General Counsel determines that a violation of this Code or        law has occurred, the General Counsel will report such violation to the Board or the        appropriate committee of the Board together with any reports or analysis that the General        Counsel or any member of the Board determines is necessary or appropriate for the Board to        review.

An Affected Person must wait at least two weeks for a response after        reporting the Violation or potential Violation, unless the Affected Person believes in good        faith that conditions warrant a quicker reply, in which case the Affected Person shall        detail those conditions as part of his or her initial report.

|   | 3. | An Affected Person, who is not satisfied with the response                        after following the procedure set out in**Section****X.G.1.**or who has not received a response in the time period                        contained in**Section                        X.G.2**., may invoke this Section. The Affected                        Person must continue to discuss any issues with the persons identified.                        However, the disclosure shall thereafter also be directed, in writing, and                        confidentially, to the Chair of the Board of Directors. The Chair of the                        Board of Directors shall then make a preliminary investigation of such                        concerns and report in writing to the General Counsel, with a request that                        the General Counsel investigate further and report to the Board in a period                        of time specified by the Chair of the Board of Directors. The General                        Counsel may appoint another person to undertake the preliminary                        investigation, provided that the findings and conclusions of the person so                        appointed shall be reported to, and endorsed by, the General Counsel before                        the report is made to the Board. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | 4. | If on preliminary examination the complaint or allegation is                        judged to be wholly without substance or merit, it shall be dismissed and                        the Affected Person informed of the decision and the reasons for such                        dismissal. If it is judged that a*prima                        facie*case may exist, the matter shall be dealt                        with in accordance with the Company’s normal disciplinary procedures                        or as otherwise may be deemed appropriate according to the nature of the                        case. The outcome of the investigation will be reported to the Affected                        Person. |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 5. | Subject to**Section                        X.G.4.**, if any allegation of a Violation relates                        to a director or executive officer of the Company, the Chair of the Board                        of Directors may retain independent counsel to investigate the matter and                        to make a report to the Board. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

THIS        CODE SETS FORTH GENERAL GUIDELINES ONLY AND MAY NOT INCLUDE ALL CIRCUMSTANCES THAT WOULD        FALL WITHIN THE INTENT OF THE CODE AND BE CONSIDERED A VIOLATION THAT SHOULD BE REPORTED.        AFFECTED PERSONS SHOULD REPORT ALL SUSPECTED DISHONEST OR ILLEGAL ACTIVITIES WHETHER OR NOT        THEY ARE SPECIFICALLY ADDRESSED IN THE CODE.

|   | **H.** | **Website Publication** |
|--------|--------|-------------------------|

This Code of Business Conduct and Ethics shall be posted on the        Company’s website.

|   | **I.** | **Annual Review.** |
|--------|--------|--------------------|

This procedure will be reviewed annually by the Board after consultation        with the Compliance Officer, taking into account the effectiveness of the policy in        promoting proper disclosure, but with a view to minimizing the opportunities to cause        improper investigations.

 

| **XI.** | **LIMITATION ON EFFECT OF CODE OF BUSINESS CONDUCT AND                        ETHICS** |
|---------|----------------------------------------------------------------------------------------|

 

Nothing contained in this Code of Business Conduct and Ethics is to be        construed or interpreted to create a contract of employment, either express or implied, nor        is anything contained in this Code of Business Conduct and Ethics intended to alter a        person’s status of “employment-at-will” with CHC to any other        status.

 

| **XII.** | **RESERVATION OF RIGHTS** |
|----------|---------------------------|

 

CHC reserves the right to amend the Code of Business Conduct and Ethics, in        whole or in part, at any time and solely at its discretion.

 

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**ATTACHMENTS:**

         

| Attachment A: | Statement of Understanding of and Compliance with                        CHC’s Code of Business Conduct and Ethics |
|---------------|--------------------------------------------------------------------------------------------------------------------------|

 

| Attachment B: | Proprietary Information, Confidentiality and                        Non-Solicitation Agreement |
|---------------|------------------------------------------------------------------------------------------------|

 

| Attachment C: | Pharmaceutical Company Relationships Employee                        Acknowledgement |
|---------------|--------------------------------------------------------------------------------------|

         

| Attachment D: | Business Transactions With a Party in Interest |
|---------------|------------------------------------------------|

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**ATTACHMENT A**

**STATEMENT OF UNDERSTANDING OF AND COMPLIANCE WITH**

**CHC’S CODE OF BUSINESS CONDUCT AND ETHICS**

 

I certify that I have read and understand CHC’s Code of Business        Conduct and Ethics and relevant other sections of the Compliance and Ethics Program and        agree to abide by it during the entire term of my employment at CHC. I acknowledge        that:

 

|   | (1) | I understand how the Code applies to me and agree to fully                        comply with each of its provisions; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------|

|   | (2) | I further understand that CHC expects each person to whom                        this Code applies to abide by its terms and conditions and to conduct the                        business and affairs of CHC in a manner consistent with its general                        statement of principles; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | I further understand that failure to abide by this Code or                        the guidelines for behavior which the Code represents may lead to                        disciplinary action; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (4) | I have a duty to report any alleged or suspected violation                        of any laws, regulations, the Code of Business Conduct and Ethics or the                        Compliance and Ethics Program toimmediate                        supervisor, manager, the CHC Compliance Officer, a Deputy Compliance                        Officer, the Medicare Compliance Officer, a Human Resources Officer, the                        General Counsel or the CHC Comply Line; |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (5) | Unless otherwise noted below, I am not aware of any possible                        violation of the Code of Business Conduct and Ethics or the Compliance and                        Ethics Program; |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (6) | Neither I nor a family member has been convicted of, or                        charged with, a criminal offense related to health care nor have I or a                        family member been listed by a federal agency as debarred, excluded or                        otherwise ineligible for participation in federally funded health care                        programs; and |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (7) | I have received compliance training either within this past                        year (for existing employees) or, if a new hire, within the first thirty                        (30) days of hire. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (8) | I know of no situation in which my personal interest or the                        personal interest of a household member could conflict with or appear to                        conflict with CHC’s interests. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**[For        Existing Employees Only]**

 

Further, I certify that:

 

|   | (1) | I am not aware of any additional circumstances, other than                        those disclosed below, that could represent a potential violation of any                        law, regulation, the Code of Business Conduct and Ethics or the Compliance                        and Ethics Program; |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (2) | I will report any potential violation of which I become                        aware promptly to myimmediate supervisor, manager,                        the CHC Compliance Officer, a Deputy Compliance Officer, the Medicare                        Compliance Officer, a Human Resources Officer, the General Counsel or the                        CHC Comply Line; and |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | (3) | I understand that any violation of any laws, regulations,                        the Code of Business Conduct and Ethics, the Compliance and Ethics Program,                        or any other corporate compliance policy or procedure is grounds for                        disciplinary action, up to and including discharge from                        employment. |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | Yes | No |
|--------|-----|----|

 

|   | _______ | _______ |
|--------|---------|---------|

 

If no, please explain any extenuating circumstances:

 

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

 

Circumstances that could represent a potential violation of any law,        regulation, the Code of Business Conduct and Ethics or the Compliance and Ethics        Program:

 

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

 

**[For        Government Programs Personnel Only]**

 

Icertify that I have received additional compliance        training during the last year as required by relevant Compliance and Ethics Programs        policies.

 

|   | Yes | No |
|--------|-----|----|

 

|   | _______ | _______ |
|--------|---------|---------|

 

If no, please explain any extenuating circumstances:

 

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

 

**[For        Managers and Supervisors Only]**

 

Icertify that I have personally:

 

|   | (1) | discussed with each employee under my direct supervision the                        content and application of the Compliance and Ethics Program and ensured                        that each employee completed the required training; |
|--------|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|   | (2) | informed each employee that compliance with the Compliance                        and Ethics Program is a condition of employment; and |
|--------|-----|----------------------------------------------------------------------------------------------------------------------------------------|

|   | (3) | informed each employee that CHC will take appropriate                        disciplinary action, including termination, for violation of any laws,                        regulations, the Code of Business Conduct and Ethics, the Compliance and                        Ethics Program or any other corporate compliance policy or                        procedure. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | Yes | No |
|--------|-----|----|

 

|   | _______ | _______ |
|--------|---------|---------|

 

If no, please explain any extenuating circumstances:

_________________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

 

Please        check the appropriate box:

 

oI certify that this is my first review of        the Code of Business Conduct and Ethics following my initial employment.

 

oI certify that this is my annual review of        the Code of Business Conduct and Ethics.

         

| ______________ | ___________________________________________________ |
|----------------|-----------------------------------------------------|

| Date | Signature |
|------|-----------|

|   | ___________________________________________________ |
|--------|-----------------------------------------------------|

Print/Type Name

|   | ___________________________________________________ |
|--------|-----------------------------------------------------|

Position

         

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**ATTACHMENT B**

 

**PROPRIETARY INFORMATION, CONFIDENTIALITY**

**AND        NON-SOLICITATION AGREEMENT**

 

You may        have access to or be made aware of confidential or proprietary information. This could        include, as examples, information about members, employer groups, providers, company        financials, internal strategic plans, employee records including salary information, or        similarly sensitive data.

 

You are        expected to use such information to perform your duties and to keep it totally        confidential. You are not to discuss or share confidential information with anyone inside        or outside Coventry Health Care, Inc., its subsidiaries and affiliated entities        (collectively,**“CHC”**), who        does not have a direct need-to-know involvement. Violation of confidentiality is grounds        for immediate release. You will also not discuss or share any confidential information        after your employment with CHC ends, except as required by law.

 

Computer        data security is as much a concern as safeguarding other confidential materials and        information. The computer resources of CHC are vital to our operations. They contain        confidential data about members, employer groups, providers, CHC and employees. It is our        policy to protect this information, use it only for the purposes intended, and make it        available only to those who need it. In this effort, we will be guided by the following        principles:

 

|   | 1. | The computer resources of CHC are to be used only for                        authorized, legitimate purposes. |
|--------|----|---------------------------------------------------------------------------------------------------------------|

|   | 2. | Our computer data is to be used only for the business needs                        of CHC and its subsidiaries. |
|--------|----|-----------------------------------------------------------------------------------------------------------------|

|   | 3. | A password will be required to access our computer records.                        A password is private information and is to be used only by the person to                        whom it is issued. |
|--------|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | Each of us must recognize the need to protect CHC’s                        computer data. Report suspected abuses or violations of security to                        animmediate supervisor, manager, the CHC Compliance                        Officer, a Deputy Compliance Officer, a Human Resources Officer, the                        General Counsel or the CHC Comply Line, immediately. |
|--------|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

During employment with Coventry Health Care, Inc., and for the one-year        period following termination of employment, you agree not to hire away any then-current        employee of Coventry Health Care, Inc. or any of its subsidiaries, or to persuade any such        employee to leave employment with Coventry Health Care, Inc. or any of its        subsidiaries.

 

**I have read and understand the above confidentiality policy, and I        will abide by this company policy****.**

 

_____________________________________________________________________________

|   | Name | Date |
|--------|------|------|

**COVENTRY HEALTH CARE**

**COMPLIANCE AND ETHICS PROGRAM**

 

**Code of Business Conduct and Ethics**

 

**Page 28        of 30**

 

**ATTACHMENT C**

 

**PHARMACEUTICAL COMPANY RELATIONSHIPS**

**EMPLOYEE ACKNOWLEDGMENT**

 

It is        the policy of Coventry Health Care, Inc., its subsidiaries and other affiliated entities        (collectively,**“CHC”**) that        all employees maintain certain standards of ethics and conduct as described herein with        respect to the possible acceptance of any gifts from any pharmaceutical manufacturers,        vendors, suppliers or contractors (each a**“Pharmaceutical        Company”**), regardless of whether CHC currently does        business with the Pharmaceutical Company (**“Employee Gift        Policy”**). This Employee Gift Policy also is applicable to        the immediate family members (spouse and children) of the CHC Employee.

 

Any CHC        Employee violating this Employee Gift Policy will be subject to disciplinary action that        may include termination from CHC employment. CHC also may elect to pursue any and all legal        remedies available against any violator of this Employee Gift Policy.

 

***Money Gifts.***CHC Employeesmay notaccept gifts of money from a        Pharmaceutical Company under any circumstance.

 

***Non-Money Gifts.***CHC Employeesmay notsolicit from a Pharmaceutical Company        non-monetary gifts, gratuities or any other personal benefits. CHC Employeesmayaccept unsolicited, non-monetary gifts from        a Pharmaceutical Company only if: (1) the gift is no more than the nominal value of $100        per calendar year and is reported to the CHC legal department; or (2) the gift is        advertising or promotional material that has a fair market value no greater than $100.        Gifts of more than $100 in value per calendar year may only be accepted if protocol,        courtesy or other special circumstances exist; provided however, that CHC employeesmustfirstreport        and receive prior approval of all such gifts from CHC’s CEO or a CHC Compliance        Officer, and the CHC legal department before accepting gifts of more than $100 in value per        calendar year.

 

***Entertainment.***CHC Employeesmay notencourage or solicit entertainment from        a Pharmaceutical Company. From time to time, CHC Employees may accept from a Pharmaceutical        Company entertainment; provided however, that such entertainment is reasonable, occurs        infrequently and does not involve lavish expenditures. CHC Employees who have questions or        concerns regarding the appropriateness of accepting entertainmentmustcontact theirimmediate supervisor, manager, the CHC Compliance Officer, a Deputy        Compliance Officer, a Human Resources Officer, the General Counsel or the CHC Comply        Line.

 

***Trips.***CHC Employeesmay notaccept from a Pharmaceutical Company an        offer of a free or discounted trip, including plane fare, lodging, associated meals,        entertainment, honorariums or meeting registration. If a CHC Employee would otherwise        attend the proposed meeting because of its educational value, the CHC Employee should        request funding from the CHC health plan budget after receiving approval to do so from        his/her supervisor. For a limited number of legally appropriate circumstances, there may be        an exception to this general prohibition. Under such circumstances, the CHC Employeemustfirstreport        and receive prior approval from two people—at least one of the following persons: the        Senior Vice President, Human Resources; the Chief Operating Officer; or the Chief Medical        Officer; and one person from the CHC Legal Department.

**COVENTRY HEALTH CARE**

**COMPLIANCE AND ETHICS PROGRAM**

 

**Code of Business Conduct and Ethics**

 

**Page 29        of 30**

 

***PHARMACEUTICAL COMPANY RELATIONSHIPS EMPLOYEE ACKNOWLEDGMENT page        2***

 

***Monetary Sponsorship of CHC Educational Meetings.***CHC Employeesmayaccept        a Pharmaceutical Company’s offer to underwrite expenses for a CHC in-house joint        educational or training meeting designed by CHC and the Pharmaceutical Company to improve        the quality of healthcare delivered to CHC enrollees; provided that the financial support        to be received from the Pharmaceutical Company is limited to meeting room rental and        CHC’s publication of educational or training materials. Other financial support,        including hotel accommodations, entertainment or travel expense, is prohibited. Each CHC        Employeemustfirstreport and receive prior approval for all such sponsorship from two        people—at least one of the following persons: the Chief Operating Officer; the Chief        Medical Officer; or the Senior Vice President, Human Resources; and one person from the CHC        Legal Department.

 

***I        understand that each CHC employee must execute this Employee Gift Policy and return it to        the CHC Director of Human Resources or his/her designee in order to be made a part of my        permanent CHC employee personnel file. Further, I have read, understand and agree to abide        by the terms of this Employee Gift Policy during my tenure at CHC.***

 

| **PRINT NAME:** | _______________________________________________ |
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| **SIGNATURE:** | _______________________________________________ |
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| **DATE:** | _______________________________________________ |
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**COVENTRY HEALTH CARE**

**COMPLIANCE AND ETHICS PROGRAM**

 

**Code of Business Conduct and Ethics**

 

**Page 30        of 30**

 

**ATTACHMENT D**

 

**BUSINESS TRANSACTIONS**

**WITH A        PARTY IN INTEREST**

 

**Any business transaction(s) between CHC and/or any of its subsidiaries        and**

 

|   | **(i)** | **an individual who is an officer, director or employee of                        CHC or its subsidiaries, or** |
|--------|---------|-----------------------------------------------------------------------------------------------------------------|

         

|   | **(ii)** | **the spouse, child or parent of an individual who is an                        officer, director or employee of CHC or its subsidiaries,** |
|--------|----------|---------------------------------------------------------------------------------------------------------------------------------------------|

 

**that has a total value exceeding $25,000 in any calendar year must be        reported to CHC’s Compliance Officer immediately.**

 

In the        space provided below, please describe any current or potential business transactions that        fall within the above definition: