X0303 4/A 2010-05-26 2010-05-28 0 0001054833 COVENTRY HEALTH CARE INC CVH 0001320086 Davis Patrisha L 6705 ROCKLEDGE DRIVE #900 BETHESDA MD 20817 0 1 0 0 Senior VP & Chief HR Officer Non-Qualified Stock Option (right to buy) 20.46 2010-05-26 4 A 0 15000 0 A 2011-05-26 2020-05-26 Common Stock 15000 258865 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 1,000 shares of common stock held directly, 2,005 shares of common stock held indirectly by managed account (401(k) Plan), and 30,968 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 222,875 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly, and 2,017 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan. 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 Patrisha L. Davis by Power of Attorney 2010-05-28