**Exhibit        10.11**

 

 

 

**COVENTRY HEALTH CARE, INC. ("COVENTRY")**

 

**Summary of Named Executive Officers’ Compensation**

 

**Base        Salary**

 

The        following table sets forth the current annual base salaries provided to Coventry’s        Chief Executive Officer, Chief Financial Officer, and three other most highly compensated        executive officers (“Named Executive Officers”):

 

 

| **Executive Officer**                                                                                        | **Current Salary** |
|--------------------------------------------------------------------------------------------------------------|--------------------|
| Dale B. Wolf, Chief Executive Officer                                                                        | $965,000           |
| Shawn M. Guertin, Executive Vice President, Chief Financial                        Officer, and Treasurer    | $570,000           |
| Thomas P. McDonough, President                                                                               | $885,000           |
| Francis S. Soistman, Jr., Executive Vice President,                        Government & Individual Plans | $600,000           |
| Thomas C. Zielinski, Executive Vice President and General                        Counsel                     | $475,000           |

 

 

**Executive Management Incentive Plan**

 

**2007        Criteria and Incentives**

 

Coventry’s Chief Executive Officer, Chief Financial Officer, and three        other most highly compensated officers were eligible in 2007 to receive a non-equity        incentive award under Coventry’s 2007 Executive Management Incentive Plan (the        “2007 EMIP”) which was previously filed as Exhibit 10.1 to        Coventry’s Current Report on Form 8-K filed on November 7, 2006. For fiscal year        2007, incentives under the 2007 EMIP were based on the attainment of budgeted EPS (earnings        per share) and year-over-year EPS growth. The incentives paid to Coventry’s Chief        Executive Officer and other named executive officers for performance in fiscal year 2007        are set forth below:

 

 

| **Executive Officer**                                                                                        | **Incentive for 2007** |
|--------------------------------------------------------------------------------------------------------------|------------------------|
| Dale B. Wolf, Chief Executive Officer                                                                        | $2,100,000             |
| Shawn M. Guertin, Executive Vice President, Chief Financial                        Officer, and Treasurer    |  

$ 600,000      |
| Thomas P. McDonough, President                                                                               | $ 400,000              |
| Francis S. Soistman, Jr., Executive Vice President,                        Government & Individual Plans | $ 850,000              |
| Thomas C. Zielinski, Executive Vice President and General                        Counsel                     | $ 405,000              |

 

 

**2008        Criteria**

 

Pursuant to        Coventry’s 2008 Executive Management Incentive Plan (the “2008 EMIP”),        which was previously filed as Exhibit 10.1 to Coventry’s Current Report on Form 8-K,        filed on December 18, 2007, the Compensation Committee of Coventry’s Board of        Directors approved the incentive criteria for fiscal year 2008 under the 2008 EMIP. For        fiscal year 2008, as with fiscal year 2007, incentives under the 2008 EMIP will be        predicated on budgeted earnings per share targets and year-over-year EPS growth.

**2006        Mid-Term Executive Retention Program**

 

In addition        to their base salaries and incentives, Coventry’s Chief Executive Officer, Chief        Financial Officer, and three other most highly compensated executive officers were also        eligible to receive an annual cash and stock equivalent allocation to an account under the        2006 Mid-Term Executive Retention Program, effective July 1, 2006, a copy of which is filed        as Exhibit 10.1 to Coventry’s Current Report on Form 8-K filed on May 24, 2006. The        amount of the allocation was a percentage of base salary and incentive earned for the prior        year and ranges from 0% to 55%, based on performance. Each account will fully vest on July        1, 2009 and will be paid out in cash, subject to the attainment of pre-established        performance criteria for each performance period. In the event the performance criteria are        not met in any period, the award for that period is forfeited. For the twelve-month period        ended December 31, 2007, the performance criteria were based on the attainment of budgeted        EPS. The performance criteria for the twelve months ended December 31, 2007 were met,        and the participants were credited the following amounts in accounts under the 2006        Mid-Term Executive Retention Program:

 

 

| **Executive Officer**                                                                                        | **2007 Allocation** | **2007 Stock Equivalent Allocation** |
|--------------------------------------------------------------------------------------------------------------|---------------------|--------------------------------------|
| Dale B. Wolf, Chief Executive Officer                                                                        | $1,275,000          | $446,226                             |
| Shawn M. Guertin, Executive Vice President, Chief Financial                        Officer, and Treasurer    | $ 390,000           | $136,486                             |
| Thomas P. McDonough, President                                                                               | $ 634,000           | $221,907                             |
| Francis S. Soistman, Jr., Executive Vice President,                        Government & Individual Plans | $ 490,000           | $171,489                             |
| Thomas C. Zielinski, Executive Vice President and General                        Counsel                     | $ 271,250           | $ 94,952                             |

 

Coventry        intends to make a similar allocation to each account in 2008, with such allocations to be        subject to similar vesting and performance criteria.

 

**Other        Benefit Plans and Arrangements**

 

Coventry’s Chief Executive Officer, Chief Financial Officer, and three        other most highly compensated executive officers are also eligible to:

         

|   | **•** | Participate in Coventry’s long-term incentive plan                        under its 2004 Incentive Plan, as amended, a copy of which is filed as                        Exhibit 10.1 to Coventry’s Quarterly Report on Form 10-Q for the                        quarter ended September 30, 2006, filed on November 8, 2006, which can be                        in the form of stock options, stock appreciation rights, restricted stock,                        performance awards, other stock-based awards or cash; and |
|--------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

         

|   | **•** | Participate in Coventry’s 401(k) Restoration and                        Deferred Compensation Plan, as amended, a copy of which is filed as Exhibit                        10.31 to Coventry’s Annual Report on Form 10-K for the fiscal year                        ended December 31, 2004, filed on March 16, 2005, Exhibit 10 to                        Coventry’s Quarterly Report on Form 10-Q for the quarter ended June                        30, 2005, filed on August 9, 2005, and Exhibit 10.29.3 to Coventry’s                        Annual Report on Form 10-K for the fiscal year ended December 31, 2006,                        filed herewith. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|