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www.coventryhealth.com

 Notice of Annual Meeting

The annual meeting of shareholders will be held on June 6, 2002, at 9:30 a.m., Daylight Savings Time,
at the offices of Epstein Becker & Green, P.C., 1227 25th Street NW, Washington, DC

 Form 10-K
  Coventry Health Care has filed an Annual Report on Form 10-K for the year ended December 31, 2001 with the Securities and
Exchange Commission. Shareholders may obtain a copy of this report, without charge, by writing:
Investor Relations Department, Coventry Health Care, 6705 Rockledge Drive, Suite 900, Bethesda, MD 20817

 Common Stock
 Coventry Health Care common stock is traded on the New York Stock Exchange under the symbol “CVH”.
The following table shows the quarterly range of high and low closing prices of the common stock during the calendar year indicated

 As of March 12, 2002, Coventry Health Care had approximately 302 shareholders of record not including
 beneficial owners of shares held in nominee name. On March 12, 2002, the Company’s closing stock price was $25.20.

     Dividend Policy

Coventry Health Care has not paid a dividend over the past two years. The Company’s ability to pay dividends is
 restricted as discussed in the Liquidity and Capital Resources section of Management’s Discussion
and Analysis of Financial Condition and Results of Operations.

Disclaimer

This annual report contains forward–looking information. These forward–looking statements are made pursuant to the safe
 harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward–looking statements may be significantly
 impacted by certain risks and uncertainties described herein and in the Company’s Annual Report on Form 10–K filed with the
 Securities and Exchange Commission for the year ended December 31, 2001.