X0202 4 2005-02-24 0000049071 HUMANA INC HUM 0001133713 BLOEM JAMES H HUMANA INC. 500 WEST MAIN STREET LOUISVILLE KY 40202 0 1 0 0 Sr. VP, CFO & Treasurer Humana Common 82157 D Humana Common 1349 I See Footnote Options 12.20 2011-02-01 Humana Common 8470 8470 D Options 9.70 2011-07-12 Humana Common 8333 8333 D Options 32.70 2005-02-24 4 A 0 80000 32.70 A 2012-02-24 Humana Common 80000 80000 D Options 12.995 2012-03-13 Humana Common 20000 20000 D Options 9.26 2013-03-13 Humana Common 70000 70000 D Options 21.275 2014-02-24 Humana Common 70000 70000 D Each 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. Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees. Shares held for reporting person's benefit as of January 31, 2005 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). Stock options granted to reporting person on 2/1/01 with the remaining unexercised options vesting as follows: 8,470 non-qualified stock options - 2/1/04. Non-qualified stock options granted to reporting person on 7/12/01 with the remaining unexercised options vesting on 7/12/04. Stock options granted to reporting person on 3/13/02 with the remaining unexercised options vesting as follows: 10,000 non-qualified stock options on 3/13/04 and 2,305 on 3/13/05, and 7,695 incentive stock options on 3/13/05. Stock options granted to reporting person on 3/13/03 to vest as follows: 59,201 non-qualified stock options to vest in three increments - 23,334 on 3/13/04, 23,333 on 3/13/05 and 12,534 on 3/13/06, respectively, and 10,799 incentive stock options on 3/13/06. Right to buy pursuant to the Company's 2003 Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ options vesting in three increments from 2/24/05 to 2/24/07, and ISO's vesting on 2/24/07. Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08. James H. Bloem 2005-02-25