HUMANA INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2008 • Humana Inc • Hospital & medical service plans • New York
Humana Inc., a Delaware corporation (the “Company”), proposes to sell (i) $500,000,000 in aggregate principal amount of the Company’s 7.20% Senior Notes due 2018 (the “Ten-Year Notes”) and (ii) $250,000,000 in aggregate principal amount of the Company’s 8.15% Senior Notes due 2038 (the “Thirty-Year Notes” and, together with the Ten-Year Notes, the “Notes”). The Ten-Year Notes are to be issued pursuant to an Indenture, dated as of August 5, 2003 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, to be dated as of June 5, 2008 (the “Ten-Year Notes Supplemental Indenture”; the Base Indenture, as supplemented by the Ten-Year Notes Supplemental Indenture, the “Ten-Year Notes 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”), and the Thirty-Year Notes are to be issued pursuant to the Base Indenture, as supplemented by the Fourth Supplemental Indenture, t
