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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported)    November 30, 2004

Humana Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-5975                                          61-0647538
(Commission File Number)                      (IRS Employer Identification No.)

 

500 West Main Street, Louisville, KY                          40202
(Address of Principal Executive Offices)                         (Zip Code)

502-580-1000
(Registrant's Telephone Number, Including Area Code)

 

(Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
      o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
      o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
      o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01   Entry Into a Material Definitive Agreement.

                   The compensation of the Humana Inc. Board of Directors will change effective January 1, 2005 as described in the attached Exhibit 99.

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibits:

Exhibit No.                                          Description                                                                  

       99              Board of Directors' Compensation Schedule

 

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC. BY:    /s/  Arthur P. Hipwell                                Arthur P. Hipwell            Senior Vice President            and General Counsel

 

Dated:    November 30, 2004

INDEX TO EXHIBITS

Exhibit No.                                          Description                                                                  

       99              Board of Directors' Compensation Schedule

Exhibit 99

Annual Retainer - 2005	$75,000
Chairman of the Board Annual Retainer	$225,000
Vice Chairman of the Board: 1.  Annual Retainer 2.  Annual Office Expense Reimbursement	1.  $75,000 - Same as Non-Chairman annual retainer listed above 2.  $30,000
Committee Chairman annual fee: 1.  Audit Committee Chair 2.  Compensation Committee Chair 3.  All other Committee Chairs	1.  $9,000 2.  $9,000 3.  $6,000
Executive Committee Member fees (same for all incl. Chairman)	$7,200 Annually
Common Stock Shares (awarded first business day each January; vests immediately, but held during Board tenure)	$100,000 in stock (variable # of shares)
Charitable Contributions Matching Annual	Up to $20,000
Group Life and Accidental Death Insurance (1)	$175,000
Group Life and Accidental Death Insurance - Chairman only (2)	$450,000
Business Travel Accident Insurance (same for all including Chairman)	$250,000
Certain Local Taxes Paid	Based upon annual compensation
Medical & Dental Benefits	Eligible to participate at employee rates
Retirement	$38,000 annually - only available for Directors who served at 1997; no new directors participate
Restricted Stock (vests immediately, but held during Board tenure; granted initial date of election)	7,500 Shares
(1)  Each director has $175,000 basic life and an additional $175,000 if death is accidental.
(2)  The Chairman has $450,000 basic life and an additional $450,000 if death is accidental.