AMENDMENT TO THE
COVENTRY HEALTH CARE, INC.
2000 DEFERRED COMPENSATION PLAN
WHEREAS , Coventry Health Care, Inc. (the "Company") established the 2000 Deferred Compensation Plan (the "Plan") for
the benefit of eligible employees;
WHEREAS , the Plan provides that the Company has the right to amend the Plan at any time and from time to time;
WHEREAS, the Board of Directors, at their August 1, 2002 meeting, authorized the amendment of the Plan to provide
Participants a one-time election to defer receipt of their Plan Accounts.
NOW THEREFORE , the Plan is hereby amended as follows:
1. Section 7.01 of the Plan is hereby amended to read as follows:
"7.01 Account Distribution . Except as otherwise provided below, each Participant's Accounts will be distributed in full
within thirty (30) days after becoming vested. The Company may, however, permit a Participant to defer receipt of his or her
Accounts for an additional period of time established by the Company, provided that such election is made at least twelve (12)
months before the Participant is scheduled to become vested in his or her Account, barring an accelerated vesting event
described in Sections 6.01(1) or (2). In the event a Participant elects to defer receipt of his or her Accounts in accordance with
the preceding sentence, the Accounts will be distributed within thirty (30) days of the end of the deferral period, except as may
otherwise be required by Section 12.01 of this Plan. Any Death Benefit under the Plan shall be payable to the beneficiary or
beneficiaries most recently designated by a Participant in accordance with Section 11.02 below."
2. Section 12.01 of the Plan is hereby amended to read as follows:
"12.01 Termination Benefit . In the event a Participant voluntarily terminates his or her employment, or is Terminated
For-Cause by an Employer, at any time prior to the date he or she becomes vested in his Accounts, no benefits will be