UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-K/A
 Amendment No. 1
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 COMMISSION FILE NUMBER 1-16477
 
 COVENTRY HEALTH CARE, INC.
  Delaware
    
    52-2073000(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer Identification Number)
 6705 Rockledge Drive, Suite 900, Bethesda, Maryland 20817
   Title of each class:
    
    Name of each exchange on which registered:Common Stock, $.01 par value
    
    New York Stock Exchange
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  Large accelerated filer þ
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Non-accelerated filer o(Do not check if a smaller reporting company)
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   DOCUMENTS INCORPORATED BY REFERENCE




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EXPLANATORY NOTE
  PART IV
 ITEM 15.
    
    Exhibits, Financial Statement Schedules
 (a) The following documents are filed as part of this Amendment:
 (1) Amended and Restated Exhibit Index
 (2) Exhibits
 Exhibit No.
    
    Description of Exhibit10.7
    
    Employment Agreement between Coventry Health Care, Inc. and
Harvey C. DeMovick, dated as of May 17, 2009, effective as of
February 2, 2009.10.11
    
    Summary of 2010 Executive Management Incentive Plan.10.12
    
    2010 Executive Management Incentive Plan.31.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made
by Allen F. Wise, Chief Executive Officer and Director.31.2
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made
by John J. Stelben, Interim Chief Financial Officer and
Treasurer.




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SIGNATURES
  Date: March 12, 2010
    COVENTRY HEALTH CARE, INC.

(Registrant)/s/ John J. StelbenJohn J. StelbenInterim Chief Financial Officer and Treasurer




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AMENDED AND RESTATED EXHIBIT INDEX
 Exhibit No.
    
    
    
    Description of Exhibit2.1
    
    
    
    Membership Interest Purchase Agreement among Steven
M. Scott and Rebecca J. Scott, as tenants by the
entirety, Rebecca J. Scott FHPA Trust, Florida Health
Plan Administrators, LLC and Coventry Health Care,
Inc, dated as of July 6, 2007 (Incorporated by
reference to Exhibit 2.1 to Coventrys Current Report
on Form 8-K filed July 12, 2007).3.1
    
    
    
    Restated Certificate of Incorporation of Coventry
Health Care, Inc. (Incorporated by reference to
Exhibit 3.1 to Coventrys Quarterly Report on Form
10-Q for the quarter ended June 30, 2006, filed on
August 9, 2006).3.2
    
    
    
    Amended and Restated Bylaws of Coventry Health Care,
Inc. (Incorporated by reference to Exhibit 3. to
Coventrys Current Report on Form 8-K filed on March
10, 2009).4.1
    
    
    
    Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 to Coventrys Annual Report
on Form 10-K for the fiscal year ended December 31,
2005, filed on March 9, 2006).4.2
    
    
    
    Indenture for the 2012 Notes, dated as of January 28,
2005, between Coventry and Wachovia Bank, National
Association, a national banking association, as
Trustee (Incorporated by reference to Exhibit 4.1 to
Coventrys Current Report on Form 8-K filed on
January 28, 2005).4.3
    
    
    
    Form of Note for the 2012 Notes issued pursuant to
the Indenture dated as of January 28, 2005 between
Coventry Health Care, Inc., as Issuer, and Wachovia
Bank, National Association, as Trustee (Incorporated
by reference to Exhibit 4.1 to Coventrys Current
Report on Form 8-K filed on January 28, 2005).4.4
    
    
    
    Indenture for the 2015 Notes, dated as of January 28,
2005, between Coventry and Wachovia Bank, National
Association, a national banking association, as
Trustee (Incorporated by reference to Exhibit 4.2 to
Coventrys Current Report on Form 8-K filed on
January 28, 2005).4.5
    
    
    
    Form of Note for the 2015 Notes issued pursuant to
the Indenture dated as of January 28, 2005 between
Coventry Health Care, Inc., as Issuer, and Wachovia
Bank, National Association, as Trustee (Incorporated
by reference to Exhibit 4.2 to Coventrys Current
Report on Form 8-K filed on January 28, 2005).4.6
    
    
    
    Registration Rights Agreement for the 2012 Notes,
dated as of January 28, 2005, by and among Coventry
and Lehman Brothers Inc., CIBC World Markets Corp.,
ABN AMRO Incorporated, Banc of America Securities
LLC, Wachovia Securities and Piper Jaffray & Co.
(Incorporated by reference to Exhibit 4.3 to
Coventrys Current Report on Form 8-K filed on
January 28, 2005).4.7
    
    
    
    Registration Rights Agreement for the 2015 Notes,
dated as of January 28, 2005, by and among Coventry
and Lehman Brothers Inc., CIBC World Markets Corp.,
ABN AMRO Incorporated, Banc of America Securities
LLC, Wachovia Securities and Piper Jaffray & Co.
(Incorporated by reference to Exhibit 4.4 to
Coventrys Current Report on Form 8-K filed on
January 28, 2005).4.8
    
    
    
    Indenture dated as of March 20, 2007 between Coventry
Health Care, Inc., as Issuer, and The Bank of New
York, as Trustee (Incorporated by reference to
Exhibit 4.1 to Coventrys Current Report on Form 8-K,
filed on March 20, 2007).4.9
    
    
    
    Officers Certificate pursuant to the Indenture dated
March 20, 2007 (Incorporated by reference to Exhibit
4.2 to Coventrys Current Report on Form 8-K filed on
March 20, 2007).4.10
    
    
    
    Global Note for the 2017 Notes, dated as of March 20,
2007 between Coventry Health Care, Inc., as Issuer
and The Bank of New York, as Trustee (Incorporated by
reference to Exhibit 4.3 to Coventrys Current Report
on Form 8-K filed on March 20, 2007).4.11
    
    
    
    First Supplemental Indenture dated as of August 27,
2007 among Coventry Health Care, Inc., as Issuer and
Union Bank of California, as Trustee (Incorporated by
reference to Exhibit 4.1 to Coventrys Current Report
on Form 8-K filed on August 27, 2007).4.12
    
    
    
    Officers Certificate pursuant to the Indenture dated
August 27, 2007 (Incorporated by reference to Exhibit
4.2 to Coventrys Current Report on Form 8-K filed on
August 27, 2007).4.13
    
    
    
    Global Note for the 2014 Notes, dated as of August
27, 2007 between Coventry Health Care, Inc., as
Issuer and Union Bank of California, as Trustee
(Incorporated by reference to Exhibit 4.3 to
Coventrys Current Report on Form 8-K filed on March
20, 2007).10.1
    
    
    
    Amended and Restated Credit Agreement dated July 11,
2007, by and among Coventry Health Care, Inc., as
borrower, with several banks and other financial
institutions or entities from time to time parties
thereto, Citibank, N.A., as Administrative Agent,
J.P. Morgan Chase Bank, N.A., as Syndication Agent,
Deutsche Bank Securities Inc., Lehman Brothers
Commercial Bank, and The Royal Bank of Scotland PLC,
as Co-Documentation Agents, and Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc., as
Joint Lead Arrangers and Joint Bookrunners
(Incorporated by reference to Exhibit 10.1 to
Coventrys Current Report on Form 8-K filed on July
17, 2007).




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Exhibit No.
    
    
    
    Description of Exhibit10.2*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Dale B. Wolf, dated as of December 19, 2007,
effective January 1, 2008 (Incorporated by reference
to Exhibit 10.1 to Coventrys Current Report on Form
8-K filed on December 20, 2007).10.3*
    
    
    
    Separation of Employment Agreement and General
Release dated May 4, 2009 by and between Dale B. Wolf
and Coventry Health Care, Inc. (Incorporated by
reference to Exhibit 10.1 to Coventrys Current
Report on Form 8-K filed on May 7, 2009).10.4*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Shawn M. Guertin, dated as of December 19,
2007, effective January 1, 2008 (Incorporated by
reference to Exhibit 10.2 to Coventrys Current
Report on Form 8-K filed on December 20, 2007).10.5*
    
    
    
    Separation and Consulting Agreement dated November
16, 2009 by and between Shawn M. Guertin
(Incorporated by reference to Coventrys Current
Report on Form 8-K filed on November 20, 2009).10.6*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Allen F. Wise, dated as of April 30, 2009,
effective as of January 26, 2009 (Incorporated by
reference to Exhibit 10.1 to Coventrys Current
Report on Form 8-K filed on May 7, 2009).10.7*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Harvey C. DeMovick, dated as of May 17,
2009, effective as of February 2, 2009.10.8*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Francis S. Soistman, dated as of December
19, 2007, effective January 1, 2008 (Incorporated by
reference to Exhibit 10.4 to Coventrys Current
Report on Form 8-K filed on December 20, 2007).10.9*
    
    
    
    Employment Agreement between Coventry Health Care,
Inc. and Thomas C. Zielinski, dated as of December
19, 2007, effective January 1, 2008 (Incorporated by
reference to Exhibit 10.8 to Coventrys Form 10-K for
the fiscal year ended December 31, 2007, filed on
February 28, 2008).10.10*
    
    
    
    Agreement effective as of June 17, 1999, executed by
James E. McGarry and Coventry Health Care, Inc.
(Incorporated by reference to Exhibit 10.3 to the
Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 1999, filed on August 15,
1999).10.11*
    
    
    
    Summary of 2010 Executive Management Incentive Plan.10.12*
    
    
    
    2010 Executive Management Incentive Plan.10.13*
    
    
    
    Compensation Program for Non-Employee Directors,
effective January 1, 2006 (Incorporated by reference
to Exhibit 10.1 to Coventrys Current Report on Form
8-K filed on November 10, 2005).10.14*
    
    
    
    Deferred Compensation Plan for Non-Employee
Directors, effective January 1, 2006 (Incorporated by
reference to Exhibit 10.13 to Coventrys Annual
Report on Form 10-K for the fiscal year ended
December 31, 2005, filed on March 9, 2006).10.15*
    
    
    
    Summary of Non-Employee Directors Compensation.10.16*
    
    
    
    Coventry Health Care, Inc. Amended and Restated 1998
Stock Incentive Plan, amended as of June 5, 2003
(Incorporated by reference to Exhibit 10.15 to
Coventrys Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, filed on March 10,
2004).10.17*
    
    
    
    Coventry Health Care, Inc. Amended and Restated 2004
Incentive Plan (Incorporated by reference to Appendix
A to Coventrys Definitive Proxy Statement filed on
April 10, 2009).10.18*
    
    
    
    Form of Coventry Health Care, Inc. Non-Qualified
Stock Option Agreement (Incorporated by reference to
Exhibit 10.18 to Coventrys Annual Report on Form
10-K for the fiscal year ended December 31, 2004,
filed on March 16, 2005).10.19*
    
    
    
    Form of Amendment to Coventry Health Care, Inc.
Non-Qualified Stock Option Agreement (Incorporated by
reference to Exhibit 10.2 to Coventrys Annual Report
on Form 10-K for the fiscal year ended December 31,
2005, filed on March 9, 2006).10.20*
    
    
    
    Form of Coventry Health Care, Inc. Restricted Stock
Award Agreement (Incorporated by reference to Exhibit
10.19 to Coventrys Annual Report on Form 10-K for
the fiscal year ended December 31, 2004, filed on
March 16, 2005).10.21*
    
    
    
    Form of Amendment to Coventry Health Care, Inc.
Restricted Stock Agreement (Incorporated by reference
to Exhibit 10.3 to Coventrys Annual Report on Form
10-K for the fiscal year ended December 31, 2005,
filed on March 9, 2006).10.22*
    
    
    
    Form of Coventry Health Care, Inc. Performance-Based
Restricted Stock Award Agreement (Incorporated by
reference to Exhibit 10.21 to Coventrys Annual
Report on Form 10-K for the fiscal year ended
December 31, 2005, filed on March 9, 2006).




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Exhibit No.
    
    
    
    Description of Exhibit10.23*
    
    
    
    Form of Restricted Stock Award Agreement
(Incorporated by reference to Exhibit 10.1 to
Coventrys Current Report on Form 8-K, filed on
October 2, 2008).10.24*
    
    
    
    Form of Restrictive Covenants Agreement (Incorporated
by reference to Exhibit 10.2 to Coventrys Current
Report on Form 8-K, filed on October 2, 2008).10.25*
    
    
    
    Form of Coventry Health Care, Inc. Restricted Stock
Award Agreement (Incorporated by reference to Exhibit
10.1 to Coventrys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2009, filed on August 7,
2009).10.26*
    
    
    
    Form of Coventry Health Care, Inc. Restricted Stock
Award Agreement (Incorporated by reference to Exhibit
10.2 to Coventrys Quarterly Report on Form 10-Q for
the quarter ended June 30, 2009, filed on August 7,
2009).10.27*
    
    
    
    Form of Coventry Health Care, Inc. Performance Stock
Units Agreement (Incorporated by reference to Exhibit
10.1 to Coventrys Quarterly Report on Form 10-Q for
the quarter ended September 30, 2009, filed on
November 6, 2009, which such form superseded and
replaced the prior such form filed as Exhibit 10.3 to
the Companys Quarterly Report on Form 10-Q for the
quarter ended June 30, 2009, filed on August 7,
2009).10.28*
    
    
    
    2006 Mid-Term Executive Retention Program
(Incorporated by reference to Exhibit 10.1 to
Coventrys Current Report on Form 8-K filed on May
25, 2006).10.29*
    
    
    
    Coventry Health Care, Inc. Supplemental Executive
Retirement Plan, as amended and restated effective
January 1, 2003, including the First Amendment
effective as of January 1, 2004 (Incorporated by
reference to 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).10.30*
    
    
    
    Second Amendment to Coventry Health Care, Inc.
Supplemental Executive Retirement Plan, as amended
and restated effective January 1, 2003, including the
First Amendment effective as of January 1, 2004,
effective May 18, 2005 (Incorporated by reference to
Exhibit 10 to Coventrys Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, filed on
August 9, 2005).10.31*
    
    
    
    Third Amendment to Coventry Health Care, Inc.
Supplemental Executive Retirement Plan (now known as
the 401(k) Restoration and Deferred Compensation
Plan), effective as of December 1, 2006 (Incorporated
by reference to Exhibit 10.28.3 of Coventrys Annual
Report on Form 10-K for the fiscal year ended
December 31, 2006, filed on February 28, 2007).12
    
    
    
    Computation of Ratio of Earnings to Fixed Charges.14
    
    
    
    Code of Business Conduct and Ethics initially adopted
by the Board of Directors of Coventry on February 20,
2003, as amended on March 3, 2005 and November 1,
2006 (incorporated by reference to Exhibit 14 to
Coventrys Annual Report on Form 10-K for the fiscal
year ended December 31, 2007, filed on February 28,
2008).21
    
    
    
    Subsidiaries of the Registrant.23
    
    
    
    Consent of Ernst & Young LLP.31.1
    
    
    
    Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to section 302 of the Sarbanes-Oxley
Act of 2002 made by Allen F. Wise, Chief Executive
Officer and Director.31.2
    
    
    
    Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to section 302 of the Sarbanes-Oxley
Act of 2002 made by John J. Stelben, Interim Chief
Financial Officer and Treasurer.32
    
    
    
    Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 made by Allen F. Wise, Chief Executive
Officer and Director and John J. Stelben, Interim
Chief Financial Officer and Treasurer.
 
 *
    
    Indicates management compensatory plan, contract or arrangement.




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Reg. S-K: Item 601
  Exhibit No.
    
    Description of Exhibit10.7
    
    Employment Agreement between Coventry Health Care, Inc. and
Harvey C. DeMovick, dated as of May 17, 2009, effective as of
February 2, 2009.10.11
    
    Summary of 2010 Executive Management Incentive Plan.10.12
    
    2010 Executive Management Incentive Plan.10.15
    
    Summary of Non-Employee Directors Compensation.12
    
    Computation of Ratio of Earnings to Fixed Charges.21
    
    Subsidiaries of the Registrant.23
    
    Consent of Ernst & Young LLP.31.1
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made
by Allen F. Wise, Chief Executive Officer and Director.31.2
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to section 302 of the Sarbanes-Oxley Act of 2002 made
by John J. Stelben, Interim Chief Financial Officer and
Treasurer.32
    
    Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to section 906 of the Sarbanes-Oxley Act of 2002 made
by Allen F. Wise, Chief Executive Officer and Director and
John J. Stelben, Interim Chief Financial Officer and
Treasurer.