X0303 4 2008-09-26 0 0001054833 COVENTRY HEALTH CARE INC CVH 0001233184 SOISTMAN FRANCIS S JR 6705 ROCKLEDGE DRIVE SUITE 900 BETHESDA MD 20817 0 1 0 0 Executive Vice President Common Stock Restricted 2008-09-26 4 A 0 30000 0 A 938137 D Time-based restrictions on the stock will lapse in equal annual increments over a four-year period. Award of restricted stock was conditioned upon reporting person entering into a restrictive covenants agreement with Coventry Health Care, Inc. as of the grant date of the award. The restrictive covenants agreement contains non-disclosure, non-compete, non-solicitation and claw-back provisions. Includes the following: Table I-Non-Derivative Securities comprised of 11,527 shares of common stock held directly, 760 shares of common stock held indirectly in trust for minor children, 7,105 shares of common stock held indirectly by managed account (401(k) Plan), and 172,730 shares of restricted common stock, held directly as awards of restricted common stock with restrictions lapsed or lapsing in equal increments over four-year periods; and Table II - Derivative Securities consisting of non-qualified common stock options for 551,138 shares of common stock granted at various times and vesting in equal annual increments over four-year periods, held directly, and 2,755 shares of phantom common stock allocated to reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan. See Footnote 2 for shares held directly and indirectly. Shirley R. Smith on behalf of Francis S. Soistman by Power of Attorney 2008-09-26