Exhibit 10.12



Coventry Health Care, Inc. (Coventry)



Summary of Director Compensation



Non-employee directors of Coventry are compensated pursuant to  the 2006 Directors Compensation Program for non-employee directors, previously filed as Exhibit 10.13 to Coventry Current Report on Form 8-K, filed on November 10, 2005 (the Program), which authorizes Coventry to make certain compensatory awards to non-employee directors pursuant to Coventrys 2004 Incentive Plan and allows non-employee directors to defer portions of their compensation in accordance with Coventrys Deferred Compensation Plan for Non-Employee Directors.  The following table summarizes the components and amounts of the compensation package paid offered to eligible non-employee directors in 2006 and 2007.



Compensation Components
        Board or Committee
        CompensationAnnual Compensation for Attendance at Regular Board Meetings1(paid/vested/deferred quarterly in arrears in accordance with the Program and includes compensation for five regularly scheduled Board meetings)
        Board
        $                   225,000Annual Committee Chair Retainer(Paid annually in arrears)
        Lead Director
        $                     10,000Chair of Audit Committee
        10,000Chair of Comp Committee
        10,000Chair of N/CG Committee
        5,000Attendance at In-Person Special Meeting
        Board
        $                       3,000Audit Committee
        3,000Comp Committee
        3,000N/CG Committee
        1,500Participation in a Special Telephonic Meeting
        Board
        $                       1,000Audit Committee
        1,000Comp Committee
        1,000N/CG Committee
        500Reimbursement of Reasonable Travel Expenses
        All Directors
        Actual CostsNew Director Stock Option Grant
        New Director
        10,000 options to acquire shares which vest in equal amounts over four yearsHealth and Basic Life Insurance Coverage
        All Non-employee Directors(voluntary participation)




Subject to the terms of the Program, non-employee directors may elect the form and the timing of their compensation on an individual basis as summarized in the table below. All elections of the form of payment must be made in multiples of 25%.  The table below summarizes the forms of compensation each individual non-employee director may select as well as certain material terms related to those forms of compensation.





Payment
Form2
        Maximum Allocation
        Payment
Current
        Payment
Deferred
        VestingCash
        50%3
        Paid at the end of each quarter
        Credited at the end of each quarter4
        None




_________________________

1Any non-employee directors who become eligible to participate in the Program after January 1 will receive a pro rata portion of the Annual Compensation.

2  Value of stock options, restricted stock awards and stock units determined in accordance with SFAS 123R.

3Percentage limit may be waived with the approval of the Chairman of the Compensation Committee

4Deferred cash will be credited quarterly with interest based on the Companys borrowing rate set at the beginning of each year (2005 rate is approximately 5%)



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Restricted Stock/Stock Units
        100%
        Granted at beginning of year
        Stock Units deferred until termination of service or unforeseeable emergency
        Quarterly over the year of serviceStock Options
        100%
        Granted at beginning of year
        Exercisable when vested and subject to a 10 year term
        Quarterly over the year of service