HUMANA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 26th, 2006 • Humana Inc • Hospital & medical service plans • New York
Humana Inc., a Delaware corporation (the “Company”), proposes to sell $500,000,000 in aggregate principal amount of the Company’s 6.450% Senior Notes due 2016 (the “Notes”). The Notes are to be issued pursuant to an Indenture, dated as of August 5, 2003 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, to be dated as of May 31, 2006 (the “Supplemental Indenture”; the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”), to be entered into between the Company and The Bank of New York Trust Company, N.A. (as successor to 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”).
