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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The financial statements, financial statement schedule and exhibits set forth below are filed as part of this
report
(1) Financial Statements—The response to this portion of Item 15 is submitted as Item 8 of Part 11 of this
report.
(2) The following Consolidated Financial Statement Schedule is included herein:
Schedule I—Parent Company Financial Information
All other schedules have been omitted because they are not applicable.
(3) Exhibits:
3(a) Restated Certificate of Incorporation filed with the Secretary of State of Delaware on
November 9, 1989, as restated to incorporate the amendment of January 9, 1992, and the
correction of March 23, 1992. Exhibit 4(i) to the Company’s Post-Effective Amendment to
the Registration Statement on Form S-8 (Reg. No. 33-49305) filed February 2, 1994, is
incorporated by reference herein.
(b) By-laws, as amended. Exhibit 3(b) to the Company’s Annual Report for the fiscal year ended
December 31, 1997, is incorporated by reference herein.
4(a) Form of Amended and Restated Rights Agreement dated February 14, 1996, between
Humana Inc. and Mid-America Bank of Louisville and Trust Company. Exhibit 1.3 to the
Registration Statement (File No. 1-5975) on Form 8-A/A dated February 14, 1996, is
incorporated by reference herein.
(b) Amendment No. 2 to the Amended and Restated Rights Agreement. Exhibit 4.3 to the
Registration Statement (File No. 1-5975) on Form 8-A/A dated March 1, 1999, is
incorporated by reference herein.
(c) Indenture dated as of August 2001 covering the Company’s 71/4% Senior Notes due 2006.
Exhibit 4.1 to Registration Statement No. 333-63384 is incorporated by reference herein.
(d) There are no instruments defining the rights of holders with respect to long-term debt in
excess of 10 percent of the total assets of the Company on a consolidated basis. Other
long-term indebtedness of the Company is described herein in Note 7 to Consolidated
Financial Statements. The Company agrees to furnish copies of all such instruments
defining the rights of the holders of such indebtedness to the Commission upon request.
10(a)* 1989 Stock Option Plan for Employees. Exhibit A to the Company’s Proxy Statement
covering the Annual Meeting of Stockholders held on January 11, 1990, is incorporated by
reference herein.
(b)* Amendment No. 1 to the 1989 Stock Option Plan for Employees. Annex B to the Company’s
Proxy Statement covering the Annual Meeting of Stockholders held on February 18, 1993,
is incorporated by reference herein.
(c)* Amendment No. 2 to the 1989 Stock Option Plan for Employees. Exhibit 10(e) to the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993, is
incorporated by reference herein.
* Exhibits 10(a) through and including 10(w) are compensatory plans or management contracts
89