0000049071-03-000065 Sample Contracts

HUMANA INC.
Underwriting Agreement • August 5th, 2003 • Humana Inc • Hospital & medical service plans • New York

Humana Inc., a Delaware corporation (the "Company"), proposes to sell $300,000,000 in aggregate principal amount of the Company's 6.30% Senior Notes due 2018 (the "Notes"). The Notes are to be issued pursuant to an Indenture, dated as of August 5, 2003, as supplemented by the First Supplemental Indenture, dated as of August 5, 2003 (as supplemented, the "Indenture"), to be entered into between the Company and The Bank of New York, as trustee (the "Trustee"). This is to confirm the agreement concerning the purchase of the Notes from the Company by the Underwriters named in Schedule 1 hereto (the "Underwriters").

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HUMANA INC., Issuer THE BANK OF NEW YORK, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 5, 2003
Humana Inc • August 5th, 2003 • Hospital & medical service plans • New York

THIS FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture") is made the 5th day of August, 2003, between HUMANA INC., a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 500 West Main Street, Louisville, Kentucky 40202 (hereinafter called "the Company"), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (hereinafter called the "Trustee").

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