X0303 4/A 2010-05-26 2010-05-28 0 0001054833 COVENTRY HEALTH CARE INC CVH 0001282714 CONLIN PAUL C 6705 ROCKLEDGE DR SUITE 900 BETHESDA MD 20817 0 1 0 0 Senior VP, Medicaid Non-Qualified Stock Option (right to buy) 20.46 2010-05-26 4 A 0 30000 0 A 2011-05-26 2020-05-26 Common Stock 30000 110456 D Grant of non-qualified stock options vesting in equal annual increments over a three-year period. Shares vest in three equal annual increments over three years. Includes the following: Table I-Non-Derivative Securities consisting of 456 shares of common stock held indirectly by managed account (401(k) Plan), and 30,000 shares of restricted common stock with restrictions lapsed or lapsing in equal annual increments over four-year periods; and Table II-Derivative Securities consisting of non-qualified stock options for 80,000 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly. See Footnote 3 for shares held directly and indirectly. This amendment is filed to correct the Title in Column 7 of Table II to read "Common Stock" instead of "Non-Qualified Stock Option (right to buy)". Shirley R. Smith on behalf of Paul C. Conlin by Power of Attorney 2010-05-28