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COVENTRY HEALTH CARE, INC. ORGANIZATIONAL CHART (AS OF MAY 31, 2011)

Wellington Management 13,009,059 8.72% Fidelity Management & Research 14,759,627 9.90%

COVENTRY HEALTH CARE, INC. (1) (2) (27) (Delaware Corporation: FEIN 52-2073000; Incorporated December 17, 1997) 149,107,722

JP Morgan Asset Management 7,446,908 4.99%

Other Public Investors 113,007,040 76.38%

Coventry Financial Management Services, Inc. (DE)

Coventry Health Care of Delaware, Inc. (DE) (HMO)

Coventry Health Care of Georgia, Inc. (GA) (HMO)

Group Dental Service, Inc. (MD) (22)

Coventry Health Care of Pennsylvania, Inc. (PA) (HMO)

Coventry Health Care of Iowa, Inc. (IA) (HMO)

Coventry Health Care of Nebraska, Inc. (NE) (HMO)

Coventry Health Care of Louisiana, Inc. (LA) (HMO)

HealthAmerica Pennsylvania, Inc. (PA) (HMO)

HealthAssurance Pennsylvania, Inc. (PA)

Coventry Prescription Management Services, Inc. (NV)

Coventry Health and Life Insurance Company (DE) (Indemnity & PPO) (32)

Group Health Plan of Delaware, LLC (28)

Southern Health Services, Inc. (VA) (HMO)

Coventry Transplant Network, Inc. (DE)

MHP, Inc. (DE) (30)

Group Health Plan, Inc. (MO) (HMO) (23)

HealthCare USA of Missouri, LLC (MO) (Medicaid, HMO)

Coventry Management Services, Inc. (PA) (3) (16)

Carelink Health Plans, Inc. (WV) (HMO)

WellPath Select, Inc. (NC) (HMO) (33)

WellPath of South Carolina, Inc. (SC) (HMO) (6)

Coventry HealthCare Management Corporation (DE)

Coventry Health Care of Texas, Inc. (TX) (40)

Coventry Health Care of Kansas, Inc. (KS) (HMO) (31) (35)

First Health Group Corp. (DE) (See Attached) (4) (5) (21)

PersonalCare Insurance of Illinois, Inc. (IL) (HMO) (7)

OmniCare Health Plan, Inc. (MI) (8) (Medicaid HMO)

Altius Health Plans, Inc. (UT) (HMO) (9)

HealthAssurance Financial Services, Inc. (DE)

HealthCare USA of Tennessee (TN) (10) (11)

CHC Casualty Risk Retention Group, Inc. (VT) (Reinsurance)

MHNet Specialty Services, LLC (MD) (13) (See Attached)

Coventry Health Care National Accounts, Inc. (DE) (14)

Coventry Health Care National Network, Inc. (DE) (15)

Coventry Health Care Workers' Compensation, Inc. (DE) (see Attached) (17) (18) (19)

Florida Health Plan Administrators, LLC (FL) (20) (see Attached)

Coventry Consumer Advantage, Inc. (DE)

(12) (24) (25) (26) (34) (35) (36) (37)(38) (39)

COVENTRY HEALTH CARE, INC. ORGANIZATIONAL CHART (AS OF MAY 31, 2011)

(1) Total shares outstanding assumed to be approximately 149,107,722Common Stock issued and outstanding. Balance held in Treasury: 43,789,704. Unexercised Options outstanding are not included in the calculation of outstanding shares. (2) Incorporated in Georgia on January 20, 2005. SouthCare HMO, Inc. merged into its parent Coventry Health Care, Inc. (DE) on December 29, 2006. (3) First Health Benefits Administrators Corp. merged into Coventry Management Services, Inc. on November 30, 2005. Effective December 31, 2010 Coventry Product Services, Inc. and Coventry Services, Inc. were merged into Coventry Management Services, Inc. (4) Coventry Merger Sub Inc. was incorporated in Delaware on October 12, 2004. On 1/28/05, First Health Group Corp merged into Coventry Merger Sub Inc. and changed its name to First Health Group Corp. See First Health Group Corp Organizational Chart for breakdown of its subsidiaries. (5) First Health Insurance Services, Inc. and SouthCare PPO, Inc. merged into First Health Group Corp on 12/31/2007 with First Health Group Corp being the surviving corporation. (6) WellPath of South Carolina, Inc. was incorporated in South Carolina on April, 6, 2006. (7) PersonalCare Health Management, Inc. merged into its subsidiary PersonalCare Insurance of Illinois, Inc. on September 30, 2006. (8) Incorporated in Michigan on April 22, 2004. Effective on October 1, 2004, Coventry Health of Michigan, Inc. changed its name to OmniCare Health Plan, Inc. and operates Medicaid HMO in the State of Michigan. (9) Altius Health Administrators Inc. (UT) merged into its parent Altius Health Plans Inc. (UT) on March 31, 2006. (10) CHCCares, Inc. was incorporated in Tennessee on March 2, 2006. (11) CHCCares, Inc changed name to HealthCare USA on November 17, 2007 with a D/B/A HealthCare USA. (12) Provider Synergies, LLC, an Ohio LLC, was acquired on January 1, 2006. On 07/31/2009 Provider Synergies LLC was sold to Magellan Health Services, Inc. Please see Footnote (24) for additional details. (13) On February 14, 2008, Coventry Specialty Services, LLC changed its name to MHNet Specialty Services, LLC. Please see MHNet Specialty Services, LLC chart for breakdown of its subsidiaries. (14) Coventry Health Care National Accounts, Inc. was incorporated in Delaware on November 16, 2006. (15) Coventry Merger Holdings, Inc. was incorporated in Delaware on May 12, 2006 and changed its name to Coventry Health Care National Network, Inc. on 10/27/06. (16) Coventry Product Services, Inc. was incorporated in Delaware on January 18, 2007. Effective December 31, 2010 Coventry Product Services, Inc. and Coventry Services, Inc. were merged into Coventry Management Services, Inc. (17) Coventry Health Care Workers' Compensation, Inc. was incorporated in Delaware on January 18, 2007. On April 2, 2007 CHC, Inc. Acquire five entities from Concentra: MetraComp, Inc., Medical Examination of NY, P.C., FOCUS Healthcare Management, Inc. (the parent company of FHM Business Corporation of which was also acquired) and First Script Network Services, Inc. See Coventry Health Care Workers Compensation, Inc. Organizational Chart for breakdown of its subsidiaries. (18) First Health Priorities Services, Inc., a California corporation, merged into Coventry Health Care Workers Compensation on December 31, 2007. (19) FHM merged with and into Coventry Health Care Workers Compensation on August 1, 2008. (20) Coventry Health Care, Inc. acquired all membership interests of Florida Health Plan Administrators, LLC on September 10, 2007, which includes its subsidiaries Vista Healthplan, Inc., Vista Healthplan of South Florida, Inc., Vista Insurance Plan, Inc. and Summit Healthplan, Inc. upon receipt of all required regulatory approvals and satisfaction of closing conditions set forth in the Membership Interest Purchase Agreement dated July 6, 2007. (See Florida Health Plan Administrators, LLC Organizational Chart for breakdown of subsidiaries.) (21) SouthCare PPO, Inc. merged into First Health Group Corp. on December 31, 2007 with First Health Group Corp being the surviving corporation. (22) Group Dental Services, Inc. was acquired by Coventry Health Care, Inc. on May 14, 2008. See Group Dental Services, Inc. organizational charts for breakdown of subsidiaries. (23) Group Health Plan, Inc., through the authority of the sole shareholder, Coventry Health Care, Inc. formulated a subsidiary, Group Health Plan of Delaware, LLC on September 20, 2008. See Group Health Plan, Inc. organizational chart for breakdown of subsidiaries. (24) On 07/31/2009 Provider Synergies LLC , and Ohio limited liability company, FHC, Inc. an Ontario Corporation, First Health Services Corporation, a VA corporation, First Health Services of Florida, Inc., a DE corporation, and First Health Services of Montana, Inc., a DE corporation were sold to Magellan Health Services, Inc. (25) On 12/14/2009 Coventry PDP Rebate Administrators, LLC was dissolved, (26) On 12/14/2009 Coventry Pharmacy Rebate Administrators, LLC was dissolved. (27) On December 23, 2009 Coventry Health Care Investment Corporation was merged into Coventry Health Care, Inc. (28) On December 28, 2009 Group Health Plan distributed via an extraordinary dividend its interests in Group Health Plan of Delaware, LLC. Group Health Plan of Delaware, LLC is now a wholly owned subsidiary of Coventry Health Care, Inc. (29) On February 1, 2010, Coventry Health Care, Inc. acquired Preferred Health Systems, Inc. including 5 subsidiaries: Preferred Health Systems Insurance Company, Preferred Plus of Kansas, Inc., Preferred Health Care, Inc., Kansas Health Plan, Inc. and Preferred Benefits Administrator, Inc., each a Kansas corporation. See Preferred Health Systems, Inc. page for organizational chart of the new subsidiaries.

COVENTRY HEALTH CARE, INC. ORGANIZATIONAL CHART (AS OF MAY 31, 2011)

(30) On October 1, 2010, Coventry Health Care, Inc. acquired MHP, Inc., a Delaware corporation and 4 subsidiaries: Mercy Health Plans, Mercy Health Plans of Missouri, Inc. ForeSee Health, Inc. and Premier Benefits, Inc. Effective May 1, 2011 Mercy Health Plans merged into Coventry Health and Life Insurance Company. Effective May 1, 2011 Mercy Health Plans of Missouri, Inc. was merged into Group Health Plan, Inc. Effective June 1, 2011 ForeSee Health, Inc. was merged into Group Health Plan, Inc. and effective June 1, 2011 Premier Benefits was merged into Coventry Management Services, Inc. (31) On December 31, 2010 Preferred Plus of Kansas, Inc. was merged into Coventry Health Care of Kansas, Inc. (32) On December 31, 2010 Preferred Health Systems Insurance Company was merged into Coventry Health and Life Insurance Company. (33) On December 31, 2010 WellPath Preferred Services, Inc. was merged into WellPath Select, Inc. (34) On April 1, 2011 Preferred Health Systems, Inc. was merged into Coventry Health Care of Kansas, Inc. (35) Due to the April 1, 2011 merger of Preferred Health Systems, Inc. into Coventry Health Care of Kansas, Inc., the Company's 3 subsidiaries, Kansas Health Plan, Inc., Preferred Health Care, Inc. and Preferred Benefits Administration, Inc. became wholly owned subsidiaries of Coventry Health Care of Kansas, Inc. (36) On May 1, 2011 Mercy Health Plans was merged into Coventry Health and Life Insurance Company. (37) On May 1, 2011 Mercy Health Plans of Missouri was merged into Group Health Plan, Inc. (38) On June 1, 2011 Foresee Health, Inc. was merged into Group Health Plan, Inc. (39) On June 1, 2011 Premier Benefits, Inc. was merged into Coventry Management Services, Inc. (40) On June 7, 2011 Coventry Health Care of Texas, Inc. was incorporated in Texas.

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