COVENTRY HEALTH CARE INC
THOMAS ZIELINSKI EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex102_tz.htm
<DESCRIPTION>THOMAS ZIELINSKI EMPLOYMENT AGREEMENT
<TEXT>
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<title>Thomas Zielinski Employment Agreement</title>
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<h3 align="center"> EMPLOYMENT AGREEMENT</H3>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Agreement is made the 10th of July, 2001, effective as of September 1, 2001, by
and between Coventry Health Care, Inc., a Delaware corporation (the
&#147;Company&#148;), and Thomas Zielinski (the &#147;Executive&#148;). </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Executive desires to enter into an employment relationship with the Company and
the Company desires to employ Executive; and </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Executive and the Company desire to set forth in a written agreement the terms
and conditions of such employment. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the mutual covenants contained in this Employment
Agreement, the parties hereby agree as follows: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>1.&nbsp;&nbsp;TERM AND DUTIES</FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1
The term of this Agreement shall commence as of September 1, 2001, and shall
continue through December 31, 2002 and will continue on a year-to-year basis
thereafter in the absence of notice of either party given no later than the
September 30th prior to the expiration, or unless otherwise extended (the
&#147;Term&#148;). </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2
Executive shall serve as Senior Vice President and General Counsel, shall report
to the President and Chief Executive Officer and shall be responsible for broad
executive responsibilities in the legal and general counsel management area,
including, but not limited to, the establishment and implementation of policies
and procedures, formulation of long range plans, goals and objectives, effective
management of employees, and such other powers and duties normally associated
with such position or as may be delegated or assigned to the Executive by the
Company&#146;s President and Chief Executive Officer. Executive&#146;s principal
office will be in the Coventry Health Care of Delaware health plan in
Wilmington, DE, but Executive agrees to travel to the Corporate office in
Bethesda, MD, on a once a week basis. During the term of the Agreement, the
Executive shall also serve without additional compensation in such other offices
of the Company or its subsidiaries or affiliates to which he may be elected or
appointed by the Board of Directors of the Company or its subsidiaries or
affiliates, respectively. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>2.&nbsp;&nbsp;COMPENSATION AND BENEFITS</FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1
The Company shall pay the Executive a base salary (&#147;Base Salary&#148;) of
not less than Three Hundred Fifty Thousand Dollars ($350,000) per annum, subject
to applicable withholdings. The Base Salary shall be payable according to the
customary payroll practices of the Company. The Base Salary shall be reviewed
annually and shall be subject to increase from time to time. </FONT></P>

<P align=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2
The Executive shall be eligible for an annual bonus (&#147;Bonus&#148;) with a
target bonus equal to 50% of base compensation in accordance with the
Company&#146;s annual bonus plan in effect on the date of this Agreement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3
The Executive will be entitled to participate in all employee benefit plans or
programs and receive all benefits and perquisites to which any salaried employee
is eligible under any existing or future plan or program for salaried employees,
including, without limitation, all plans developed for executive officers of the
Company. These plans or programs may include group hospitalization, health care,
dental care, life or other insurance, tax qualified pension, car allowance,
savings, thrift and profit sharing plans, termination pay programs, sick leave
plans, travel or accident insurance, disability insurance, and contingent
compensation plans, including capital accumulation programs, restricted stock
programs, stock purchase programs and stock option plans. Nothing in this
Agreement will preclude the Company from amending or terminating any of the
plans or programs applicable to salaried employees or executive officers. The
Executive will be entitled to four (4) weeks of annual paid vacation. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 The Company will
reimburse the Executive for all
reasonable travel and other expenses incurred by
the Executive in connection with the performance of his duties upon proper
documentation in accordance with Company policies. In addition, Executive shall
be entitled to a discretionary car allowance of $900 per month. To the degree
that the Executive is accountable for any income taxes arising from this
Section, he will have sole responsibility for calculating and paying such taxes. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.5 Executive will be
granted a nonqualified stock option to purchase 100,000 shares of Common Stock
of the Company. The terms and conditions of the grant will be under and in
accordance with an agreement between Executive and the Company and the terms and
provisions of the Company&#146;s 1998 Stock Incentive Plan. The option will vest
at a rate of one-fourth of the shares per year over a four-year vesting period
beginning on the date of grant, or in the event of a Change of Control (as
defined in the 1998 Stock Incentive Plan), the option will become fully vested
in accordance with the terms of the Company&#146;s 1998 Stock Incentive Plan.
The option will expire on the tenth anniversary of the Date of Employment unless
sooner terminated by the Executive terminating his employment hereunder. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6
Executive will be eligible to participate in the Company Deferred Compensation
Plan (the &#147;Plan&#148;) in accordance with and under the terms of the Plan
document. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=2>3.&nbsp;&nbsp;DEATH AND DISABILITY COMPENSATION</FONT></P>

<P align=left><FONT sIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1
In the event of the death of the Executive during the Term, payments under this
Employment Agreement shall cease as of the date of death, except for the
following benefits to be paid to the Executive&#146;s beneficiaries: </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any earned but unpaid
base salary and a lump sum payment equal to the annual bonus compensation for
the one (1) calendar year immediately preceding the death of Executive,
pro-rated for the year death occurs; </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) for twelve (12) months
following the date of the Executive&#146;s death, the Company shall reimburse
the Executive&#146;s designated beneficiary for the cost of the designated
beneficiary&#146;s medical and dental insurance as in effect at the date of the
Executive&#146;s death; </FONT></P>

<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) the exercisability of stock options granted to the Executive shall be governed by any applicable stock
option agreements and the terms of the respective stock option plans; and</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) the Executive&#146;s
designated beneficiary will be entitled to receive the proceeds of any life or
other insurance or other death benefit programs provided or referred to in this
Employment Agreement. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2
Notwithstanding the disability of the Executive, the Company will continue to
pay the Executive pursuant to Section 2 hereof during the Term, unless the
Executive&#146;s employment is earlier terminated in accordance with this
Agreement. In the event the disability continues for a period of three (3)
months, the Company may thereafter terminate this Agreement and the
Executive&#146;s employment. Following such termination, the Company will pay
the Executive amounts equal to the following: </FONT></P>

<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) his regular installments of Base Salary, as of the time of termination, for a period
not to exceed the commencement of payments under any Company provided long-term disability plan;</font></p>

<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) a lump sum payment equal to the annual bonus compensation for the one
(1) calendar year immediately preceding the year of termination due to disability,  prorated for the year the
disability occurs;</font></p>

<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) for twelve (12) months following the date of the Executive's termination due to
disability, the Company
shall reimburse the Executive for the cost of the Executive&#146;s medical and
dental insurance as in effect at the date of the Executive&#146;s termination;
and </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) if the Executive is
receiving disability benefits under the Company&#146;s qualified long-term
disability program, the Executive will receive a monthly payment equal to 60%
multiplied by pre-disability earnings (as defined by the qualified long-term
disability plan) less any monthly benefit paid under the qualified long-term
disability program. Such payments shall continue to cessation of payments under
the Company&#146;s qualified long-term disability program. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) the exercisability of
stock options granted to the Executive shall be governed by any applicable stock
option agreements and the terms of the respective stock option plans. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3
During the period the Executive is receiving payments following his disability
and as long as he is physically and mentally able to do so, the Executive will
furnish information and assistance to the Company and from time to time will
make himself available to the Company to undertake assignments consistent with
his position or prior position with the Company and his physical and mental
health. If the Company fails to make a payment or provide a benefit required as
part of this Employment Agreement, the Executive&#146;s obligation to provide
information and assistance will cease. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4
For purposes of this Agreement, the term &#147;disability&#148; will have the
same meaning as is attributed to such term, or any substantially similar term,
in the Company&#146;s long-term disability income plan as in effect from time to
time. The Company&#146;s group long-term disability policy in existence at the
time of disability shall be considered to be a part of this Agreement. </FONT></P>

<p align=center><font size=2>4.&nbsp;&nbsp;TERMINATION OF EMPLOYMENT</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.1
Except in the case of the one year period following a Change in Control (as
hereinafter defined), if the Executive suffers a Termination Without Cause
(hereinafter defined) or a Constructive Termination (as hereinafter defined),
the Company will continue to pay the Executive the following: </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) for a period of twelve
(12) months after Termination Without Cause or Constructive Termination, a
monthly amount equal to the sum of the Executive&#146;s combined (i) Base Salary
in effect at the time of the termination and (ii) the average Bonus for the two
(2) calendar years immediately preceding the year of termination, divided by
twelve (12); and </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) for twelve (12) months
following such Termination Without Cause or Constructive Termination, the
Company shall reimburse the Executive for the cost of the Executive&#146;s
medical and dental insurance as in effect at the date of termination or will
maintain coverage in the Company&#146;s medical and dental plans for such
period. However, if Executive obtains employment with another employer during
such twelve (12) month period, such coverage or reimbursement will cease as of
the date Executive, his spouse and family can be covered under the plans of the
new employer without exclusion for preexisting conditions, if earlier than the
end of the 12-month period. In addition, the Executive will receive twelve (12)
months additional vesting credit for all stock options and restricted stock
awards, if applicable. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.2
If the Executive suffers a Termination Without Cause or Constructive Termination
within one (1) year following a Change in Control, the Company will pay to the
Executive the following: </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
in a lump sum upon such termination an amount equal to the sum of (i) the
Executive&#146;s combined (A) Base Salary as in effect at the time of the termination and (B) average
Incentive Bonus for the two (2) calendar years immediately preceding the year of
termination, and (ii) to the extent that such foregoing amount or any other
payment in the nature of compensation (within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder (&#147;Section 280G&#148;)) to or for the benefit to the Executive
(or any part of such amount or other payment) constitutes an &#147;excess
parachute payment&#148; within the meaning of Section 280G, the amount, if any,
of (A) such &#147;excess parachute payment&#148; multiplied by a fraction, the
numerator of which is the number one (1.00) and the denominator of which is (I)
the number (1.00) minus (II) the effective tax rate under Section 280G
applicable to the Executive expressed as decimal, minus (B) the amount of such
&#147;excess parachute payment&#148;; </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) for twelve (12) months following such Termination Without Cause or Constructive
Termination following a Change of Control, the Company shall reimburse the Executive for the cost of the
Executive&#146;s medical and dental insurance as in effect at the date of
termination; and </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) all stock options and all restricted stock granted to the Executive shall vest in full
upon a Change of Control.</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.3
If the Executive suffers a Termination with Cause or the Executive terminates
his employment with the Company not due to a Constructive Termination, death or
disability (as defined in Section 3.4) (a &#147;Voluntary Termination&#148;),
then the Company will not be obligated to pay the Executive any amounts of
compensation or benefits following the date of termination, except earned but
unpaid Base Salary through the date of termination, which will be paid in a lump
sum. The exercisability of stock options granted to the Executive shall be
governed by any applicable stock option agreements and plans. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.4
For purposes of this Employment Agreement, the following terms have the
following meanings: </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
A &#147;Change in Control&#148; shall occur if at any time, substantially all of
the assets of the Company are sold or transferred by sale, merger or otherwise,
to an entity which is not a direct or indirect subsidiary of the Company, or if
any &#147;person&#148; (as such term is used in Sections 13(d) or 14 (d) of the
Securities Exchange Act of 1934, as amended) is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 50% or more of
the combined voting power of the then existing outstanding securities of the
Company. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
&#147;Constructive Termination&#148; means termination by the Executive which
follows (a) a reassignment of duties, responsibilities, title, or reporting
relationships that are not at least the equivalent of his then current position
as set forth in Section 1.2 or the compensation and benefits provided herein,
(b) the intentional or material breach by the Company of this Agreement, or (c)
a reassignment, after a Change of Control, to a geographic location more than
fifty miles from Wilmington, Delaware. The Executive shall have a period of
ninety (90) days after termination of his employment to assert against the
Company that he suffered a Constructive Termination, and after the expiration of
such ninety (90) day period, the Executive shall be deemed to have irrevocably
waived the right to such assertion. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
&#147;Termination With Cause&#148;: means termination by the Company, acting in
good faith, by written notice to the Executive specifying the event relied upon
for such termination, due to the Executive&#146;s conviction for a felony, the
Executive&#146;s intentional perpetration of a fraud, embezzlement or other act
of dishonesty or the Executive&#146;s intentional breach of a trust or fiduciary
duty which materially adversely affects the Company or its shareholders. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) &#147;Termination Without Cause&#148; means termination by the Company other than due to the
Executive's death or disability or Termination With Cause.</font></p>

<p align=center><font size=2>5.&nbsp;&nbsp;OTHER DUTIES OF THE EXECUTIVE</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.1 The Executive shall
devote substantially all of his working time to the business of the Company and
during the Term shall not take, directly or indirectly, an active role in any
other business without the prior written consent of the Company; but except as
provided in Section 5.3, this Section shall not prevent the Executive from
serving as a director of other entities not affiliated with the Company, from
making real estate or other investments of a passive nature or from
participating in the activities of a charitable organization where such
participation does not adversely affect the Executive&#146;s ability to perform
his duties under this Agreement. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.2 The Executive will,
upon reasonable notice, during or after the Term of this Employment Agreement,
furnish information as may be in his possession and cooperate with the Company
as may reasonably be requested in connection with any claims or legal actions in
which the Company is or may become a party. The Executive shall receive
reasonable compensation for the time expended by him pursuant to this Section
5.2 after the Term. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.3 The Executive
acknowledges that certain information pertaining to the business and operations
of the Company such as strategic plans, product development, financial costs,
pricing terms, sales data or new or developing business opportunities
(&#147;Confidential Information&#148;), is confidential and is a unique and
valuable asset of the Company. Access to and knowledge of this Confidential
Information are essential to the performance of the Executive&#146;s duties
under this Agreement. The Executive will not during the term of this Agreement
or following termination of his employment except to the extent reasonably
necessary in the performance of his duties under this Agreement, give to any
person, firm, association, corporation or governmental agency any Confidential
Information except as required by law. The Executive will not make use of this
Confidential Information for his own purposes or for the benefit of any person
or organization other than the Company. The Executive will also use his best
efforts to prevent the disclosure of this Confidential Information by others.
All records, memoranda, etc. relating to the business of the Company whether
made by the Executive or otherwise coming into his possession will remain the
property of the Company. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.4 The Executive will not
Compete with the Company (as hereinafter defined) at any time while he is
employed by the Company. Except after a Change in Control or after non-renewal
under Section 1.1, in the event of Termination Without Cause or Constructive
Termination pursuant to Section 4.1, the Executive will not Compete with the
Company for a period of one (1) year from the date of such termination. In the
event of a termination after a Change in Control that gives rise to payments to
Executive under Section 4.2, the Executive will not Compete with the Company for
one (1) year from the date of termination. In the event of a Voluntary
Termination in which the Executive only receives payment as defined under
Section 4.3, or which follows a Company non-extension notice under Section 1.1,
there will be no restriction on the Executive&#146;s right to Compete with the
Company after the date his employment terminates. For the purposes of this
Section 5.4, the term &#147;Compete with the Company&#148; means action by the
Executive, direct or indirect, either as an officer, director, stockholder,
owner, partner, employee or in any other capacity, resulting in the Executive
having any legal or equitable ownership or other financial or non-financial
interest in or employment with, any HMO, managed care or health insurance
business within a fifty mile radius of any location where the Company or any
subsidiary or affiliate of the Company conducts such business at the date of a
termination of the Executive&#146;s employment; provided, however, that the term
&#147;Compete with the Company&#148; shall not preclude the Executive, in the
event of Termination under Section 4.1 or 4.2, from providing legal services or
advice to an HMO, managed care or health insurance business in connection with
engaging in the private practice of law and shall not include ownership (without
any more extensive relationship) of a less than a five percent (5%) interest in
any publicly-held corporation or other business entity. The Executive
acknowledges that the covenants contained herein are reasonable as to geographic
and temporal scope. The Executive acknowledges that his breach or threatened or
attempted breach of any provision of Section 5.4 may cause irreparable harm to
the Company not compensable in monetary damages and that the Company may be
entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of
Section 5.4. </FONT></P>

<p align=center><font size=2>6.&nbsp;&nbsp;INDEMNIFICATION OF EXECUTIVE</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.1 The Company shall
indemnify the Executive and shall reimburse the Executive&#146;s expenses under
the circumstances described, and to the maximum extent provided under the
mandatory and the permissive indemnification and expense reimbursement
provisions of Delaware law. The provisions of this Section 6.1 shall continue in
full force and effect after Executive ceases to serve as an officer, director,
employee or in any other capacity with the Company or any of its affiliates, and
shall inure to the benefit of his heirs, executors or administrators. </FONT></P>

<p align=center><font size=2>7.&nbsp;&nbsp;MISCELLANEOUS</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.1 This Agreement contains
the entire understanding between the Company and the Executive with respect to
the subject matter and supersedes any prior employment or severance agreements
between the Company and its affiliates, and the Executive. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.2 This Agreement may not
be modified or amended except in writing signed by the parties. No term or
condition of this Employment Agreement will be deemed to have been waived except
in writing by the party charged with waiver. A waiver shall operate only as to
specific term or condition waived and will not constitute a waiver for the
future or act on anything other than that which is specifically waived. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.3 Should any part of this
Agreement be declared invalid for any reason, such invalidity shall not affect
the validity of any remaining portion hereof and such remaining portion shall
continue in full force and effect as if this Employment Agreement had been
originally executed without including the invalid part. Should any covenant of
this Employment Agreement be unenforceable because of its geographic scope or
term, its geographic scope or tem shall be modified to such extent as may be
necessary to render such covenant enforceable. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.4 Titles and captions in
no way define, limit, extend or describe the scope of this Agreement nor the
intent of any provision thereof. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.5 This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.6 This Employment
Agreement has been executed and delivered in the State of Maryland and its
validity, interpretation, performance and enforcement shall be governed by the
laws of that state. Any dispute among the parties hereto shall be settled by
arbitration in Bethesda, Maryland, in accordance with the rules then obtaining
of the American Arbitration Association and judgment upon the award rendered may
be entered in any court having jurisdiction thereof. All provision hereof are
for the protection and are intended to be for the benefit of the parties hereto
and enforceable directly by the binding upon each party. Each party hereto
agrees that the remedy at law of the other for any actual or threatened breach
of this Employment Agreement would be inadequate and that the other party shall
be entitled to specific performance hereof or injunctive relief or both, by
temporary or permanent injunction or such other appropriate judicial remedy,
writ or orders as may be decided by a court of competent jurisdiction in
addition to any damages which the complaining party may be legally entitled to
recover. </FONT></P>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.7 All notices, requests,
consents and other communications hereunder shall be in writing and shall be
deemed to have been made when delivered or mailed first-class postage prepaid by
registered mail, return receipt requested, or when delivered if by hand,
overnight delivery service or confirmed facsimile transmission to the following: </FONT></P>

<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If to the  Company,  at 6705  Rockledge  Drive,  Suite 900,  Bethesda,  Maryland,  20817,
        Attention:  Chairman of the Compensation Committee, or at such other address as may have been furnished
        to the Executive by the Company in writing; or</font></p>


<p align=left><font size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
If to the Executive, at 6705 Rockledge Drive, Suite 900, Bethesda, Maryland,
20817 or 621 Cornerstone Lane, Bryn Mawr, PA, 19010, or such other address as
may have been furnished to the Company by the Executive in writing. </FONT></p>


<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.8 This Employment Agreement shall be binding on the parties&#146; successors, heirs and assigns.</font></p>

<P align=left><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of
the date first above written. </FONT></P>

<table align=left width=75% cellpadding=2>
<tr valign="bottom">
<td width=50% align=left><font size=2><b>COVENTRY HEALTH CARE, INC.</b></font></td>
<td width=50% align=left><font size=2><b>EXECUTIVE:</b></font></td>
</tr>
<tr valign="bottom">
<td width=50% align=left><font size=2><b>By: /s/ Allen F. Wise</b></font></td>
<td width=50% align=left><font size=2><b>By: /s/ Thomas C. Zielinski</b></font></td>
</tr>
<tr valign="bottom">
<td width=50% align=left><hr size=2></td>
<td width=50% align=left><hr size=2></td>
</tr>
<tr valign="bottom">
<td width=50% align=left><font size=2>Allen F. Wise</font></td>
<td width=50% align=left><font size=2>Thomas C. Zielinski</font></td>
</tr>
<tr>
<td width=50% align=left><font size=2>President &amp; CEO</font></td>
</tr>
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