Exhibit 10.26

COVENTRY HEALTH CARE, INC.
2004 MID-TERM EXECUTIVE RETENTION PROGRAM

ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE PROGRAM

        1.01 Establishment of the Program . Coventry Health Care, Inc. (the “Company”) desires to adopt and establish a two-year executive retention program for a select group of its key management and highly compensated employees and their beneficiaries to be administered pursuant to the Coventry Health Care Inc. 2004 Incentive Plan (the “2004 Incentive Plan”). Subject to the approval of the 2004 Incentive Plan by the Company’s shareholders, the Company shall by execution of this document create a Program known as the “Coventry Health Care, Inc. 2004 Mid-Term Executive Retention Program” which shall be effective as of July 1, 2004 (the “Effective Date”).

        1.02 Purpose . The purpose of the Program is to attract and retain senior executive officers possessing outstanding ability and to motivate such officers to achieve corporate and individual goals by means of long-term incentives.

        1.03 Administration . The Program shall be administered by the Administrative Committee. Awards paid to Covered Officers will be made pursuant to the 2004 Incentive Plan and are governed by the terms of the 2004 Incentive Plan. In the event of any inconsistency between the terms of this Program with respect to such awards and the 2004 Incentive Plan, the terms of the 2004 Incentive Plan shall govern.

        It is the intention of the Company that the Program meet all of the requirements necessary or appropriate to be an unsecured retention and deferred compensation program for a select group of management or highly compensated employees within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(l), which is not a qualified retirement plan under the Code. It is the further intention of the Company that all Awards hereunder to Covered Officers shall qualify for the “performance-based exception” to the deduction limitation imposed by Section 162(m) of the Code. All provisions hereof shall be interpreted accordingly.

ARTICLE II
DEFINITIONS

        As used in the Program:

        2.01 “Accounts” shall mean the Company Cash Account and Stock Account maintained by the Administrative Committee under Articles IV and V or any other section of the Program to reflect a Participant’s interest (or the undistributed interest of a Beneficiary) under the Program to the extent such Account has been created for a Participant or Beneficiary.

        2.02 “Administrative Committee” shall mean the committee provided for in Section 14.01 hereof.

        2.03 “Beneficiary” shall mean any person, persons and/or entity entitled to receive benefits which are payable pursuant to Article XI hereof upon or after a Participant’s death.

        2.04 “Bonus” or “Bonuses” shall mean amounts paid to a Participant under any bonus program or arrangement of the Employer during the one year period immediately prior to the Effective Date and for each Program Year thereafter but shall not include amounts paid under the Program.

        2.05 “Calendar Year” shall mean January 1 through December 31.

        2.06 “Change in Control” means the happening of any of the following:

        2.07 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. References to any Section of the Internal Revenue Code shall include any successor provisions thereto.

        2.08 “Company” shall mean Coventry Health Care, Inc. or any company that is a successor thereto as a result of a merger, consolidation, liquidation, transfer of assets or other reorganization.

        2.09 “Company Cash Allocation” shall mean the amounts credited to the Participant in the Company Cash Account by the Company in accordance with Section 4.01 hereof.

        2.10 “Company Cash Account” shall mean the Account maintained for each Participant to record the amounts of the Company Cash Allocation credited to the Participant pursuant to Section 4.01 hereof, as adjusted in accordance with the provisions of the Program.

        2.11 “Compensation” shall mean the Base Salary and Bonus paid to the Employee, including amounts that are not includible in the gross income of the Participant under a salary reduction agreement by reason of the application of Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.

Compensation shall not include the following:

                2.11 (1)       Amounts credited or paid under the Program or deferred into a Participants Account.

                2.11 (2)       Amounts included in an Employee’s income for federal income tax purposes upon the exercise of a non-qualified stock option or upon receipt or vesting of any restricted stock or other property.

                2.11 (3)       Amounts included in an Employee’s income for federal income tax purposes upon the sale, exchange or disposition of stock acquired upon exercise of an incentive stock option.

                2.11 (4)       Any expense allowance, car allowance, fringe benefits (cash and non-cash), non-cash payments, reimbursed expenses, group-term life insurance or excess group-term life insurance, contributions by the Company to any Supplemental Executive Retirement Plan (SERP) or 401(k) plans or other similar items which are not included in the Participant’s Salary (other than bonuses), whether or not such amounts are includible in the Employee’s gross income.

        2.12 “Covered Officer” shall have the meaning set forth in the 2004 Incentive Plan.

        2.13 “Date of Employment” or “Date of Reemployment” shall mean the day on which an Employee first commences employment, or first commences reemployment following Termination of Employment with the Employer.

        2.14 “Disability” shall mean disability as determined by the Administrative Committee pursuant to Section 10.02.

        2.15 “Effective Date” shall mean July 1, 2004.

        2.16 “Eligible Employee” shall mean those Employees who are selected for participation in the Program by the Administrative Committee of the Program.

        2.17 “Employee” shall mean any person who is employed by one or more Employers, and is on an Employer's payroll.

        2.18 “Employer” shall mean the Company or any affiliated company or subsidiary of the Company that adopts the Program.

        2.19 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. References to any Section of ERISA shall include any successor provision thereto.

        2.20 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.

        2.21 “Fiscal Year” shall mean the fiscal year of an Employer. The Fiscal Year of the Company ends on December 31.

        2.22 “Model Portfolio” shall mean the investment vehicles established by the Company for the purpose of crediting earnings or losses to Company Cash Accounts.

        2.23 “Participant” shall mean an Eligible Employee who participates in the Program as provided in Article III hereof.

        2.24 “Program” shall mean this Coventry Health Care, Inc. 2004 Mid-Term Executive Retention Program as set forth in this document, and as hereafter amended.

        2.25 “Program Year” shall mean the twelve (12) consecutive month period ending on June 30.

        2.26 “Salary” shall mean the annual base salary paid to a Participant according to the Company’s normal payroll practices computed immediately prior to the Effective Date and on each June 30 thereafter.

        2.27 “Stock Account” shall mean the Account established for each Participant to record the amounts of stock credits, equal in value to the price of the Company’s common stock, and credited to the Participant, pursuant to Section 5.01 hereof.

        2.28 “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

        2.29 “Termination For-Cause” shall mean termination of employment with an Employer resulting from (i) a felony conviction of a Participant or the failure of a Participant to contest prosecution for a felony, or (ii) a Participant’s willful misconduct or dishonesty, which is directly and materially harmful to the business or reputation of the Company or any Employer.

        2.30 “Termination Not-for-Cause” shall mean the termination of employment with an Employer (where the Employee does not remain employed by another Employer), whether voluntary or involuntary, other than by reason of the Participant’s Death or Termination For-Cause as defined herein.

        2.31 “Valuation Date” shall mean the last day of the respective month.

        2.32 “Valuation Period” shall mean a calendar month.

        2.33 “Year of Service” shall mean a Program Year during which the Participant remains in the full time employment of an Employer.

ARTICLE III
REQUIREMENTS FOR ELIGIBILITY AND PARTICIPATION

        3.01 Eligibility . Each Eligible Employee in the employ of the Company on the Effective Date shall become a Participant on the Effective Date, subject to the provisions of Section 3.03. Any Employee who first becomes an Eligible Employee after the Effective Date will become a Participant on the date he or she becomes an Eligible Employee, subject to the provisions of Section 3.03.

        3.02 Cessation of Eligible Employee Status . If any Participant who does not incur a Termination of Employment ceases to be an Eligible Employee as defined in Section 2.15 hereof, then during the period that such Participant is not an Eligible Employee: (i) such Participant shall not receive any further allocation of any Company Contributions, if any, under the Program, and (ii) such Participant’s Account shall continue to be adjusted as provided in Article IX hereof.

        3.03 Participation in the Program . Each Eligible Employee shall become a Participant only after receiving a notification letter which shall define both the initial level of the Company’s Cash Allocation credited to the Company Cash Account and the number of shares of stock credits, equal in value to the price of the Company’s common stock, credited to the Stock Account for such Participant, and the performance goals and targets applicable to each such Award for the first Program Year.

ARTICLE IV
COMPANY CONTRIBUTIONS

        4.01 Company Cash Allocations . The Company will make an initial Company Cash Allocation to the Program for a Participant as disclosed in a notification letter for the initial Program Year as of the Effective Date. For the Initial Company Cash Allocation to the Program and for the subsequent Program Year beginning July 1, 2005, the Company Cash Allocation for each Participant and the performance targets to which such Awards are subject, will be determined by the Administrative Committee and approved by the Compensation Committee, prior to the beginning of the Program Year, and a notification letter will be issued to each Participant evidencing such allocation and performance criteria. The Company Cash Allocation for the Covered Officers shall be determined by the Compensation Committee for each Program Year and shall be subject to the performance goals adopted by the Compensation Committee. The performance goals and targets applicable to Awards for all Participants for the Program Year beginning July 1, 2004 shall be as set forth on Exhibit A hereto. Subject to any lower limitation set forth in the 2004 Incentive Plan, the maximum Company Cash Allocation for the Chief Executive Officer will be determined by the Compensation Committee. Subject to any lower limitation set forth in the 2004 Incentive Plan, the maximum Company Cash Allocation for the Chief Operating Officer, the Chief Financial Officer and the SVP, CSO and CIO of the Company, shall be forty percent (40%) of Compensation for each Program Year. The maximum Company Cash Allocation for any other Eligible Employee shall be twenty five percent (25%) of Compensation for each Program Year.

        4.02 Timing of Company Cash Allocations. Company Cash Allocations will be made on July 1 of each year.

        4.03 Company Cash Allocations in the Event of a Change-of-Control . In the event of a Change-of-Control, and coincident with the effective time of the Change-of-Control, the Company will make an additional Company Cash Allocation in an amount equal to the initial Company Cash Allocation multiplied by the number of years in the program remaining for which no allocation has yet been made. A zero Company Cash Allocation for a Participant shall be deemed an allocation for purposes of the forgoing calculation.

ARTICLE V
STOCK

        5.01 Stock Allocation . On July 1, 2004 and July 1, 2005, each Participant will be eligible to receive additional credits to his or her Stock Account as of such date in an amount equal to the number of shares determined by dividing thirty five percent (35%) of the Participant’s Company Cash A