X0303 4 2010-10-08 0 0001054833 COVENTRY HEALTH CARE INC CVH 0001470329 Bahr Michael D 10421 SOUTH JORDAN GATEWAY SUITE 400 SOUTH JORDAN UT 84095 0 1 0 0 Executive Vice President Common Stock Restricted 2010-10-08 4 A 0 50298 0 A 284709 D Award of restricted common stock vesting in equal increments over a four-year period as follows: 50% of the award, or 25,149 shares, is subject to meeting specific performance criteria based on achievement of the Company's goals set for 2011. If the performance criteris is met, the restrictions on the stock will lapse in equal increments over a four-year period, with the first increment vesting on February 8, 2010, and the remaining three increments vesting annually thereafter on the anniversary of the grant date. The remaining 50%, or 25,149 shares, of this restricted stock award is time-vested and will vest in four equal annual increments on the anniversary of the grant date. Includes the following: Table I-Non-Derivative Securities consisting of 5,500 shares of common stock held directly, 4,963 shares of common stock held indirectly by managed account (401(k) Plan), and 82,862 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 184,375 shares of common stock vested or vesting in equal annual increments over three- and four-year periods, held directly, and 7,009 shares of phantom common stock allocated to the reporting person's account in Coventry's 401(k) Restoration and Deferred Compensation Plan. See Footnote 2 for shares held directly and indirectly. Michael D. Bahr 2010-10-11