UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported)

~~March 12~~May 1, 2013 (~~March~~April 630, 2013)

LOGO

COVENTRY HEALTH CARE, INC.

(Exact name of registrant as specified in its charter).

Delaware	1-16477	52-2073000
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6720-B Rockledge Drive, Suite 700, Bethesda, Maryland 20817

(Address of principal executive offices) (Zip Code)

(301) 581-0600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ ¨ Pre-–commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ ¨ Pre-–commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2013, the Company entered into an agreement with Harvey C. DeMovick to amend Mr. DeMovick’s employment agreement with the Company. The amendment clarifies the intended meaning of a provision relating to severance. Pursuant to the amendment, if Mr. DeMovick suffers a qualifying termination of employment (eas provided for in the employment agreement) ~~2013~~after a change in control (as defined in the employment agreement), his lump sum cash severance payment will equal his base salary for the lesser of one year or the balance of the then-current contract term plus his target annual incentive bonus under the Company’s Executive Management Incentive ~~Plan~~Program for the year in which the termination occurs.

On March 6, 2013, the Compensation Committee (the “Compensation Committee”) of Coventry Health Care, Inc. (the “Company”) approved the Company’s 2013 Executive Management Incentive Plan (the “2013 EMIP”). The ~~2013~~foregoing ~~EMIP~~description ~~is administered by the Compensation Committee~~ of the ~~Company~~amendment ~~and is subject~~ to ~~the Company~~Mr. DeMovick’s ~~Amended~~employment ~~and~~agreement ~~Restated~~is ~~2004~~qualified ~~Incentive~~in ~~Plan. Subject~~its toentirety ~~the~~by ~~terms of~~ the ~~2013 EMIP, the Compensation Committee has~~ full power and authority to determine the eligible participants under the 2013 EMIP, the applicable performance thresholds and the performance measurements that apply to each award. The Compensation Committee text of the Company determined that all named executive officers of the Company are eligible to participate in the 2013 EMIP. The 2013 EMIP provides that performance measurements for executive officers may be based on the achievement of one or more of the following six financial objectives: earnings per share (“EPS”)amendment, ~~revenue,~~which ~~operating~~is ~~earnings,~~attached ~~membership~~hereto ~~growth,~~as ~~selling,~~Exhibit ~~general and administrative expense (“SG&A”) and earnings growth~~10. ~~The Compensation Committee has determined that the performance measurements for 2013 will be based on revenue~~1, ~~SG&A~~ and ~~EPS~~is ~~(subject~~incorporated toby ~~certain~~reference ~~limited exceptions)~~herein. ~~The~~ ~~2013 EMIP provides the Compensation Committee with full authority to amend, suspend or waive such rules and regulations as it deems appropriate in administering the 2013 EMIP.~~

InItem 9.01 ~~connection~~Financial ~~with~~Statements ~~the adoption of the 2013 EMIP, the Compensation Committee established the following target awards with respect to the Company’s principal executive officer, principal financial officer~~ and ~~each other named executive officer of the Company (all percentages refer to a percentage of such officer’s annual base salary for fiscal year 2013)~~Exhibits.

Name	Target Award *
Allen F. Wise	200	%
Randy P. Giles	100	%
Michael D. Bahr	100	%
Thomas C. Zielinski	75	%
Harvey C. DeMovick, Jr.	75	%

(d)

Exhibits.

* PayoutsExhibitNumber ~~may~~10.1 beAmendment ~~below~~No. or2 into ~~excess~~Employment ofAgreement, ~~100%~~dated ofApril ~~the~~30, ~~Target Award based on the achievement of performance criteria.~~2013

~~Any amounts paid out under the 2013 EMIP are subject to recoupment from participants in accordance with the Company’~~Signature(s) ~~Executive Incentive Compensation Recoupment Policy.~~

~~The~~Pursuant ~~foregoing~~to ~~summary~~the requirements of the ~~2013~~Securities ~~EMIP~~Exchange isAct ~~qualified~~of in1934, ~~its~~the ~~entirety~~Registrant byhas ~~reference~~duly tocaused ~~the~~this ~~2013~~Report ~~EMIP,~~to ~~which~~be issigned ~~attached~~on toits ~~this~~behalf ~~Current~~by ~~Report~~the onundersigned ~~Form~~hereunto ~~8-K~~duly ~~as Exhibit 10~~authorized.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS


COVENTRY HEALTH CARE, INC.

By:		/s/ John J. Ruhlmann
		John J. Ruhlmann
		Senior Vice President and Corporate Controller

Dated: May 1, 2013

~~ITEM 9.01 - Financial Statements and~~ Exhibits

~~(d) Exhibits~~ExhibitNumber 10.1 Amendment No. 2 to Employment Agreement, dated April 30, 2013

Exhibit No.			Description of Exhibit
10.1			2013 Coventry Health Care, Inc. Executive Management Incentive Plan

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COVENTRY HEALTH CARE, INC.
	By:	/s/ John J. Ruhlmann
	Name:	John J. Ruhlmann
	Title:	Senior Vice President and Corporate Controller
	Dated:	March 12, 2013

Exhibit Index

Exhibit No.			Description of Exhibit
10.1			2013 Coventry Health Care, Inc. Executive Management Incentive Plan

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