X0201 42003-12-22 0000049071 HUMANA INC HUM 0001018656 HIPWELL ARTHUR P HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 0100Sr VP & General CounselHumana Common2003-12-224G08510D98539DHumana Common2003-12-224G03000A300ISee FootnoteHumana Common17350ISee FootnoteOptions17.93752004-01-13Humana Common7500075000DOptions16.93752004-07-20Humana Common2500025000DOptions15.5938Humana Common127264127264DOptions15.59382008-01-15Humana Common43164316DOptions9.59382009-09-09Humana Common5000050000DOptions12.9952012-03-13Humana Common4500045000DOptions9.262013-03-13Humana Common5000050000DPhantom Stock UnitsHumana Common76017601ISee FootnoteEach share of Common Stock contains a Right adopted on March 5, 1987, pursuant to the Company Rights Agreement, as amended and restated on February 14, 1996, and amended as of May 27, 1998 and March 1, 1999, which entitles holders of the Company's Common Stock, in the event certain specified events occur, to acquire 1/100 of a share of Series A Participating Preferred Stock at a price of $145 per fractional share.Shares held on behalf of minor children.Shares held for the benefit of reporting person as of November 30, 2003 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).Right to buy pursuant to the Company's 1989 Stock Option Plan for Employees.Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.Non-Qualified stock options granted to reporting person on 1/13/94 and fully vested on 9/1/99.Non-Qualified stock options granted to reporting person on 7/20/94 and fully vested on 9/1/99.Non-Qualified stock options granted to reporting person on 9/17/98, fully vested on 9/1/99 with 68,800 options expiring on 1/12/05, 36,680 options expiring on 1/9/2007 and 21,784 options expiring on 1/15/2008.Incentive stock options granted to reporting person on 9/17/98 and fully vested on 9/1/99.Incentive and Non-Qualified stock options granted to reporting person on 9/9/99 and fully vested on 9/9/02.Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, vesting in three increments each from 3/13/03 to 3/13/05.Incentive and Non-Qualified stock options granted to reporting person on 3/13/03, NQ options vesting in three increments from 3/13/04 to 3/13/06, and ISO's vesting on 3/13/06.Phantom Stock Units held for the benefit of reporting person as of November 30, 2003, convertible into common stock on a 1-for-1 basis, under the Humana Excess Plan, exempt under Rule 16b-3(d).Arthur P. Hipwell2003-12-22