Exhibit 4.2.4 - Amendment No. 3 To Rights Agreement



AMENDMENT NO. 3 TO RIGHTS AGREEMENT


     Amendment No. 3 to Rights Agreement
(this “Amendment“) is made as of March
5, 2003 by and among Coventry Health Care, Inc., a Delaware corporation
(the “Company“), and Mellon Investor
Services LLC, formerly known as ChaseMellon Shareholder Services, L.L.C.,
(the “Rights Agent”). Reference is made herein to that certain Rights
Agreement, dated as of March 30, 1998, by and among
the Company and the Rights Agent, as amended by Amendment No. 1 to Rights
Agreement dated as of December 18, 1998 and by Amendment
No. 2 to Rights Agreement dated as of May 5, 2000 (as amended, the
“Rights Agreement”). Capitalized terms not herein
defined shall have the meanings ascribed thereto in the Rights Agreement.


     WHEREAS, the Rights Agreement may
be amended by the parties hereto pursuant to Section 27; and


     WHEREAS, the Company and the
Rights Agent wish to amend the Rights Agreement;


     NOW, THEREFORE, in consideration
of the premises and other good and valuable
consideration, the parties hereby agree as follows:


     1.    Amendment
of Section 1(a).  Section 1(a) of the Rights Agreement is hereby
amended and restated in its entirety to read as follows:


     (a) “Acquiring Person”
means any Person which (or which together with all its Affiliates and Associates)
shall be the Beneficial Owner of 20% or more of the shares of Common Stock then
outstanding. Notwithstanding the foregoing, (x) the term “Acquiring
Person” shall not include the Company, any Subsidiary of the Company, any
employee benefit plan maintained by the Company or
any of its Subsidiaries, or any trustee or fiduciary with respect to such plan
acting in such capacity; and (y) no Person shall become an “Acquiring
Person” as the result of (A) the acquisition of Common Stock (or other
securities convertible into shares of Common Stock or other rights with respect
to Common Stock) directly from the Company, or (B) an acquisition of Common
Stock by the Company which, by reducing the number of shares outstanding,
increases the proportionate number of shares Beneficially
Owned by such Person (alone or together with all Affiliates and Associates)
to 20% or more of the Shares of Common Stock then
outstanding; provided, however, that if a Person (together with its Affiliates
or Associates) becomes the Beneficial Owner of 20%
or more of the Common Stock then outstanding by reason of share purchases by
the Company, and such Person (or an Affiliate or
Associate) subsequently becomes the Beneficial Owner of any additional Common
Stock, then such Person shall be deemed to be an
“Acquiring Person.” Notwithstanding the foregoing, if the Board of
Directors of the Company determines in good faith that
a Person who would otherwise be an “Acquiring Person,” as defined
pursuant to the foregoing provisions of this paragraph
(a) has become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of shares of Common Stock
so that such Person would no longer be an “Acquiring Person”
as defined pursuant to the foregoing provisions of this
paragraph (a), then any such Person shall not be deemed to be an
“Acquiring Person” for purposes of this Agreement.
Notwithstanding anything to the contrary in this Agreement, none of Warburg,
Pincus Ventures, L.P., a Delaware limited partnership,
Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership,
Warburg, Pincus Netherlands Equity Partners I, C.V., a
Netherlands limited partnership, Warburg, Pincus Netherlands Equity Partners
II, C.V., a Netherlands limited partnership, Warburg,
Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership
(collectively, “Warburg”) and any
Affiliate or Associate of Warburg shall be deemed an “Acquiring Person”
hereunder for so long as none of Warburg and any Affiliate or Associate thereof
shall have breached, in any material respect, any provision of Sections 1(a)
or 2 of that certain Shareholder's Agreement dated as of May 5, 2000 by and
among Warburg and the Company (the “Warburg Shareholders
Agreement”) and, after the Warburg Shareholders Agreement shall no longer
be effective, until such time as Warburg and any of
its Affiliates and Associates shall Beneficially Own less than 20% of the
Common Stock.


     2.   Amendment
to Section 7(a).  Section 7(a) of the Rights Agreement is hereby
amended and restated in its entirety to read as follows:


     (a) At any time after the
Exercisability Date and prior to the earlier of (i) the Close of Business
on February 7, 2006  (provided, however,  that this date may be
extended by amendment  hereof in accordance  with Section 27
below for a period of time not to exceed  three (3)  years,  if prior to
February  7, 2006 the  Independent  Directors  Committee (as defined below)
determines that, after review and evaluation of this Rights  Agreement,
the maintenance and continuance of this Rights Agreement is in the best
interests of the Company and its stockholders)  (the “Final  Expiration
Date”), or (ii) the time at which the Rights are  redeemed  as  provided
in Section 23 hereof (the  “Redemption  Date”)  (the  earlier of
(i) and (ii) being the  “Expiration Date”),  the registered  holder
of any Rights  Certificate may,  subject to the provisions of Section 7(e)
hereof,  exercise the Rights evidenced  thereby  in whole or in part upon
surrender  of the Rights Certificate,  with the form of  election  to  purchase
and the certificate  on the reverse side  thereof duly  executed,  to the
Rights  Agent at the office of the Rights Agent  designated  for such purpose,
together with payment of the aggregate Exercise
Price (as hereinafter  defined) for the number of shares of Common Stock
(or, following a Triggering Event,  other securities, cash or other assets,
as the case may be) for which such surrendered  Rights are then exercisable.
For purposes of this Section 7(a), the “Independent Directors Committee”
shall mean the audit committee of the Board or, at the  discretion  of the
Board, another committee comprised solely of directors of the Company
that meet the independence requirements of the New York Stock Exchange,
Section 10A(m)(3) of the Exchange Act and the rules and regulations
of the Securities and Exchange Commission.


     3.   Rights
Agreement Otherwise Unamended.   The terms of the Rights Agreement
not amended hereby shall, except as the context unambiguously requires,
remain in full force and effect.


     4.   Rights
Agreement Otherwise Unamended.   This Amendment, together with
the provisions of the Rights Agreement not amended hereby, constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof and supersede all other prior agreements, whether written or oral,
between the parties hereto.


     5.   Counterparts.
  This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall
constitute one and the same document.


     IN WITNESS WHEREOF, each of the
parties hereto has caused this Amendment to be executed in its respective
corporate name by one of its duly authorized officers, all as of the date
first above written.


	 	COVENTRY HEALTH CARE, INC.
	 	 
	 	By: /s/ Allen F. Wise
	 	

	 	Name:   Allen F. Wise
	 	Title:    President and Chief Executive Officer
	 	 
	 	MELLON INVESTOR SERVICES LLC
	 	 
	 	By: /s/ Kathy Gallagher
	 	

	 	Name:   Kathy Gallagher
	 	Title:    Vice President