November 1, 2006 COVENTRY HEALTH CARE, INC. AUDIT COMMITTEE CHARTER Purpose of the Audit Committee The Board of Directors has established the Audit Committee to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company's internal audit function and independent auditors. The Committee shall also prepare an audit committee report to be included in the Company’s annual proxy statement as required by, and in accordance with, applicable rules and regulations. The Company’s Code of Business Conduct and Ethics covers the Company's Chief Executive Officer and senior financial officers, and the Committee shall monitor compliance with that code. Members of the Audit Committee The Committee must be comprised of at least three and no more than five members of the Board. A director that serves on the audit committees of more than three public companies (including the Company) may serve on the Committee only if the Board affirmatively determines that the director is able to effectively serve on the Committee (in which the Company must disclose such determination in its annual proxy statement). The Committee must be comprised solely of independent directors, as defined below. An independent director must not be an officer or employee of ...