Coventry Health Care (CVH)

MISCELLANEOUS

The establishment of this Plan shall not be construed as conferring any legal or other rights upon any Employee or any person for a continuation of employment, nor shall it interfere with the rights of an Employer to discharge any Employee or refuse to rehire a former Employee or otherwise act with relation to him or her. Each Employer may take any action (including discharge or refusal to rehire) with respect to any Employee or former Employee or other person and may treat him or her without regard to the effect that such action or treatment might have upon him or her as a Participant in this Plan.

The titles and headings of the respective Articles and Sections are inserted merely for convenience and shall be given no legal effect.

MISCELLANEOUS

18.01     Withholding. The Administrative Committee shall determine whether or not federal and state income tax withholding is required with respect to any distribution hereunder. The Company may withhold from any distribution under the Program any federal, state, or local income or employment tax that the Company reasonably determines to be due with respect to the distribution. The Company may deduct from the undistributed portion of a Participant’s Accounts any employment tax that the Company reasonably determines to be due with respect to the account under the Federal Insurance Contributions Act (FICA), and to pay the income tax withholding related to such FICA tax. Alternatively, the Company may require the Participant or Beneficiary to remit to the Company or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participant’s Accounts. The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to the Accounts. In no event shall any Employer or the Committee be liable be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax.

18.02    Article and Section Headings. The titles or headings of the respective Articles and Sections in this Program are inserted merely for convenience and shall be given no legal effect.

18.03     Unfunded Status of the Program. Any and all payments made to the Participant pursuant to the Program shall be made only from the general assets of the Company. All Accounts under the Program shall be for bookkeeping purposes only and shall not represent a claim against specific assets of the Company.

18.04     Compliance With Tax Deferral Requirements. The Program is intended, and shall be construed, to comply with the requirements of Code Section 409A. The Company does not warrant that the Program will comply with Code Section 409A with respect to any Participant or with respect to any payment, however. In no event shall any Employer or the Administrative Committee be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Program’s failure to satisfy the requirements of Code Section 409A, or as a result of the Program’s failure to satisfy any other applicable requirements for the deferral of tax.

18.05     Applicable Law. THIS PROGRAM SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND TO THE EXTENT NOT PREEMPTED BY APPLICABLE FEDERAL LAW.