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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.          )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

HUMANA INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

HUMANA INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)

- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------
(3) Filing party:

- --------------------------------------------------------------------------------
(4) Date filed:

- --------------------------------------------------------------------------------
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(1)Set forth the amount on which the filing fee is calculated and state how 
it was determined.

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HUMANA INC.

500 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 26, 1994

TO THE STOCKHOLDERS:

The 1994 Annual Meeting of Stockholders of Humana Inc. (the "Company") will
be held in the Auditorium on the 25th Floor of the Humana Building, 500 West
Main Street, Louisville, Kentucky, on Thursday, May 26, 1994, at 10:00 A.M. for
the following purposes:

1. To elect eight directors of the Company to serve for the ensuing
year and until their successors are elected and qualified;

2. To approve amendments to the Company's 1989 Stock Option Plan for
Employees as follows: (a) approve an increase in the number of authorized
shares of Company Common Stock for which options may be granted, which will
also have the effect of approving the conditional stock options previously
granted thereunder and (b) approve an amendment thereto limiting the number
of stock options which may be granted to any one individual under the plan;

3. To approve amendments to the Company's 1989 Stock Option Plan for
Non-Employee Directors as follows: (a) approve an increase in the number of
authorized shares of Company Common Stock for which options may be granted
and (b) approve an amendment thereto providing for automatic grants of
options to purchase 5,000 shares of Company Common Stock to each
non-employee director on January 3, 1994, and on the first business day of
each January thereafter;

4. To approve a new Executive Management Incentive Compensation Plan;
and

5. To transact such other business as may properly come before the
meeting.

The Board of Directors of the Company has fixed the close of business on
March 28, 1994, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. Only stockholders of record at the close of business on that date will
be entitled to notice of and to vote at the meeting.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED STAMPED
ENVELOPE . A STOCKHOLDER ATTENDING THE MEETING MAY VOTE IN PERSON EVEN IF HE OR
SHE HAS PREVIOUSLY SENT A PROXY CARD.

By Order of the Board of Directors,

WALTER E. NEELY
Vice President, General Counsel
and Secretary
Louisville, Kentucky
March 29, 1994

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HUMANA INC.

500 WEST MAIN STREET
LOUISVILLE, KENTUCKY 40202

PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS
MAY 26, 1994

GENERAL INFORMATION

This Proxy Statement is being furnished to stockholders of Humana Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company (the "Company Board") from
holders of record of the Company's outstanding shares of common stock, par value
$.16 2/3 per share (the "Company Common Stock"), as of the close of business on
March 28, 1994, (the "Annual Meeting Record Date"), for use at the Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held on
Thursday, May 26, 1994, at 10:00 A.M. in the Auditorium on the 25th Floor of the
Humana Building, 500 West Main Street, Louisville, Kentucky, and at any
adjournment or postponement thereof. This Proxy Statement is first being mailed
to the Company's stockholders on or about April 7, 1994. The principal executive
offices of the Company are located at 500 West Main Street, Louisville, Kentucky
40202.

On March 1, 1993, the Company separated its acute-care hospital and managed
care health plan businesses into two independent publicly-held companies (the
"Spinoff"). The Spinoff was effected through the distribution to Humana
stockholders of record as of the close of business on March 1, 1993, of all of
the outstanding shares of common stock of a new hospital company, Galen Health
Care, Inc. ("Galen"). Galen was subsequently merged, through an unrelated
transaction, with a subsidiary of Columbia Healthcare Corporation (now
Columbia/HCA Healthcare Corporation) ("Columbia") and, therefore, became a
wholly-owned subsidiary of Columbia. The Company continues to operate the
managed care health plan business. In conjunction with the Spinoff, the Company
changed its fiscal year end from August 31 to December 31.

PURPOSES OF THE ANNUAL MEETING

At the Annual Meeting, holders of shares of Company Common Stock will be
asked to consider and to vote upon the following matters:

(i) The election of eight directors of the Company for 1994; and

(ii) To approve amendments to the Company's 1989 Stock Option Plan for
Employees as follows: (a) approve an increase in the number of authorized
shares of Company Common Stock for which options may be granted, which will
also have the effect of approving the conditional stock options previously
granted thereunder and (b) approve an amendment thereto limiting the number
of stock options which may be granted to any one individual under the plan
(the "Employee Option Plan Amendments"); and

(iii) To approve amendments to the Company's 1989 Stock Option Plan
for Non-Employee Directors as follows: (a) approve an increase in the
number of authorized shares of Company Common Stock for which options may
be granted and (b) approve an amendment thereto providing for automatic
grants of options to purchase 5,000 shares of Company Common Stock to each
non-employee director on January 3, 1994, and on the first business day of
each January thereafter (the "Director Option Plan

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Amendments"; the Employee Option Plan Amendments and the Director Option
Plan Amendments being hereafter collectively referred to as the "Amendments
to the Option Plans");

(iv) To approve a new Executive Management Incentive Compensation Plan
(the "Executive Management Incentive Compensation Plan"); and

(v) To transact such other business as may properly come before the
meeting.

The Company Board has approved the Amendments to the Option Plans and the
Executive Management Incentive Compensation Plan. The Company Board unanimously
recommends that stockholders vote FOR the election of the Company Board's
nominees for election as directors of the Company, the Amendments to the Option
Plans, and the Executive Management Incentive Compensation Plan. As of the date
of this Proxy Statement, the Company Board knows of no other business to come
before the Annual Meeting.

VOTING RIGHTS AND PROXY INFORMATION

Only holders of record of shares of Company Common Stock as of the close of
business on the Annual Meeting Record Date will be entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof. Such
holders of shares of Company Common Stock are entitled to one vote per share on
any matter which may properly come before the Annual Meeting. The presence,
either in person or by properly executed proxy, of the holders of a majority of
the outstanding shares of Company Common Stock as of the Annual Meeting Record
Date is necessary to constitute a quorum at the Annual Meeting. As of the Annual
Meeting Record Date, there were 160,638,193 shares of Company Common Stock
outstanding and entitled to vote at the Annual Meeting. The affirmative vote of
a plurality of the shares of Company Common Stock represented in person or by
properly executed proxy at the Annual Meeting is required to approve the
election of each of the Company's nominees for election as a director. The
affirmative vote of at least a majority of the shares of Company Common Stock
represented in person or by properly executed proxy at the Annual Meeting is
required to approve each of the Amendments to the Option Plans and the Executive
Management Incentive Compensation Plan.

Abstentions and broker non-votes are counted as shares present in the
determination of whether shares of Company Common Stock represented at the
meeting constitute a quorum. Abstentions and broker non-votes are tabulated
separately. Since only a plurality is required for the election of directors,
abstentions or broker non-votes will have no effect on the election of directors
(except for purposes of determining whether a quorum is present at the Annual
Meeting). As to other matters to be acted upon at the Annual Meeting,
abstentions are treated as AGAINST votes, whereas broker non-votes are not
counted for the purpose of determining whether the proposal has been approved.

All shares of Company Common Stock that are represented at the Annual
Meeting by properly executed proxies received prior to or at the Annual Meeting
and not revoked will be voted at the Annual Meeting in accordance with the
instructions indicated in such proxies. If no instructions are indicated, such
proxies will be voted for approval of (i) the election of the Company Board's
eight nominees for election as directors of the Company, (ii) the Amendments to
the Option Plans and (iii) the Executive Management Incentive Compensation Plan.

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (i) filing
with Mid-America Bank of Louisville & Trust Company in its capacity as transfer
agent for the Company (the "Transfer Agent"), at or before the Annual Meeting, a
written notice of revocation bearing a date later than the proxy, (ii) duly
executing a subsequent proxy relating to the same shares of Company Common Stock
and delivering it to the Transfer Agent at or before the Annual Meeting, or
(iii) attending the Annual Meeting and voting in person (although attendance at
the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any executed proxy or written notice revoking a proxy should be sent to
Mid-America Bank of Louisville & Trust Company, Securities Transfer Department,
500 West Broadway, Louisville, Kentucky 40202.

The Company will bear the cost of the solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to supply proxy material to the beneficial

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owners of Company Common Stock and will reimburse them for their reasonable
expenses in so doing. Certain directors, officers and other employees of the
Company, not specially employed for this purpose, may solicit proxies, without
additional remuneration therefor, by personal interview, mail, telephone,
facsimile or other electronic means. In addition, the Company has retained D.F.
King & Co., Inc., to assist in the solicitation for a fee of $10,000 plus
expenses.

ELECTION OF DIRECTORS OF THE COMPANY FOR 1994

From January 1, 1993, to the consummation of the Spinoff on March 1, 1993,
the Company Board of Directors consisted of K. Frank Austen, M.D.; Michael E.
Gellert; J. David Grissom; John R. Hall; John W. Landrum; W. Ann Reynolds,
Ph.D.; and William T. Young, all outside directors, and Company officers David
A. Jones, Carl F. Pollard and Wayne T. Smith. Immediately after the consummation
of the Spinoff, Messrs. Grissom, Landrum, Young and Pollard resigned from the
Company Board and thereafter served as directors of Galen. In addition, on May
13, 1993, and November 4, 1993, respectively, David A. Jones, Jr. and Irwin
Lerner were elected to the Company Board.

A Board of Directors of the Company consisting of eight members is to be
elected at the Annual Meeting, each director to serve, subject to the provisions
of the By-laws, until his or her successor is duly elected and qualified.

THE COMPANY BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF EACH OF THE COMPANY'S NOMINEES FOR ELECTION AS A DIRECTOR.

Except as listed below, each nominee for director has held the specified
position for the last five years. The names of the nominees proposed for
election as directors, all of whom are presently directors of the Company, are
set forth below:

SERVED IN SUCH    FIRST ELECTED
NAME                  AGE          POSITION         CAPACITY SINCE   OFFICER/DIRECTOR
- -----------------------------------  ---   ----------------------  --------------   ----------------

K. Frank Austen, M.D.(1)(5)(6)       66    Director                     01/90             01/90
Michael E. Gellert(1)(2)(3)(5)       62    Director                     02/68             02/68
John R. Hall(1)(2)(6)                61    Director                     05/92             05/92
David A. Jones, Jr.(2)(6)            36    Director                     05/93             05/93
Irwin Lerner(1)(5)                   63    Director                     11/93             11/93
W. Ann Reynolds, Ph.D.(2)(5)(6)      56    Director                     01/91             01/91
David A. Jones(3)(4)                 62    Chairman of the Board        08/69             09/64
and Chief Executive
Officer
Wayne T. Smith(3)                    48    President and Chief          03/93             06/78
Operating Officer
and Director

- ---------------

(1) Member of the Audit Committee, of which Mr. Gellert is Chairman.
(2) Member of the Investment Committee, of which Dr. Reynolds is Chairwoman.
(3) Member of the Executive Committee, of which Mr. Jones is Chairman.
(4) A director and chief executive officer of a predecessor corporation since
1961.
(5) Member of the Compensation Committee, of which Dr. Austen is Chairman.
(6) Member of the Nominating Committee, of which Mr. Hall is Chairman.

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K. Frank Austen, M.D., is Chairperson of the Department of Rheumatology and
Immunology at Brigham and Women's Hospital in Boston, Massachusetts, having held
that position since 1980. He also serves as professor of medicine on the faculty
of Harvard Medical School. In addition, Dr. Austen is a member of the Board of
Trustees of Amherst College.

Michael E. Gellert is general partner of Windcrest Partners, a private
investment partnership in New York, New York, having held that position since
April 1967. From 1976 until his retirement in October 1989, Mr. Gellert was a
director of Drexel Burnham Lambert Group and served in executive capacities for
its wholly-owned subsidiary, Drexel Burnham Lambert Incorporated, from 1972
until October 1989. Drexel Burnham Lambert Group filed for Chapter 11 bankruptcy
reorganization proceedings in February 1990.

John R. Hall is Chairman of the Board of Directors and Chief Executive
Officer of Ashland Oil, Inc., in Ashland, Kentucky. He is also a member of
American Petroleum Institute Executive Committee, a member of Transylvania
University Board of Trustees and Vanderbilt University Board of Trust.

David A. Jones, Jr., is a principal of Chrysalis Ventures, Inc., a venture
capital firm in Louisville, Kentucky, and is the son of David A. Jones, Chairman
of the Board and Chief Executive Officer of the Company. From October 1992 to
December 1993, Mr. Jones, Jr., was an attorney with the law firm of Hirn, Reed &
Harper in Louisville, Kentucky. He previously served with the U.S. Department of
State from 1988 to 1992, most recently as an attorney-advisor to the Bureau of
East Asian and Pacific Affairs. During 1993, the Company retained the Hirn, Reed
& Harper law firm and paid a total of $591,757 for legal services provided. All
such services were performed at rates comparable to those existing for such
legal services in Louisville, Kentucky.

Irwin Lerner retired on September 1, 1993, as Chairman of the Board and
Executive Committee of Hoffmann-La Roche Inc. From April 1, 1980 to December 30,
1992, Mr. Lerner was Hoffmann-La Roche Inc.'s President and Chief Executive
Officer. He presently serves on the boards of the World Rehabilitation Fund,
Project Hope, the New Jersey Chamber of Commerce and the U.S. Advisory Board of
the Zurich Insurance Company. In addition, he is a principal and director of
Physicians Television Network, a private company. He is a Distinguished
Executive-in-Residence at the Rutgers University Graduate School of Management
in Newark, New Jersey.

W. Ann Reynolds, Ph.D., is Chancellor-City University of New York, in New
York, New York, having held that position since September 1990. She previously
served for eight years as Chancellor of the California State University system.

David A. Jones has been Chairman of the Board and Chief Executive Officer
of the Company since August 1969.

Wayne T. Smith has been President and Chief Operating Officer of the
Company since the consummation of the Spinoff on March 1, 1993. From June 1991
to March 1993, he was Executive Vice President -- Health Care Operations. From
April 1986 until June 1991, he was Executive Vice President and President-Health
Care Division. Mr. Smith has been a director of the Company since September 12,
1991.

Shares of Company Common Stock represented by proxies executed and received
in the accompanying form will be voted for the election of all of the nominees
hereinabove named as directors of the Company to serve for the ensuing year and
until their successors are elected and qualified. The Company Board does not
contemplate that any of the nominees will be unable to accept election as a
director for any reason. However, in the event that one or more of such nominees
is unable or unwilling to serve, the persons named in the proxies or their
substitutes shall have authority, according to their judgment, to vote or to
refrain from voting for other individuals as directors.

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The following is a list of directorships held by directors of the Company
in other companies registered under Section 12 or subject to the requirements of
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") or
registered as an investment company under the Investment Company Act of 1940:

K. Frank Austen, M.D.           Abbott Laboratories and Applied Immune Sciences, Inc.

Michael E. Gellert              Devon Energy Corporation; The Harvey Group, Inc.; Putnam
Trust Company ; Seacor Holdings, Inc.; The Tierco Group,
Inc.; and Regal Cinemas, Inc.

John R. Hall                    Ashland Oil, Inc.; Banc One Corporation; Reynolds Metals
Company; and Canada Life Assurance Company

David A. Jones                  Abbott Laboratories

Irwin Lerner                    Public Service Enterprise Group and its wholly-owned
subsidiary, Public Electric and Gas Company, and Affymax
N.V.

W. Ann Reynolds, Ph.D.          Abbott Laboratories; American Electric Power Company; Maytag
Corp.; and Owens-Corning Fiberglas Corporation

The information given in this Proxy Statement concerning the nominees is
based upon statements made or confirmed to the Company by or on behalf of such
nominees.

Until December 31, 1993, directors who were not officers of the Company
were paid an annual retainer fee of $22,000 for serving on the Company Board
plus an attendance fee of $1,000 per regular meeting. Prior to December 31,
1993, directors received $4,217 for each special meeting attended. During 1993,
there were six regular meetings and one special meeting held. Effective on
January 1, 1994, the annual retainer fee was raised to $38,000 and the meeting
attendance fee was raised to $2,000 per meeting of the Company Board, which fee
applies to both regular and special meetings of the Company Board. In addition,
the Company matches, on an annual basis, up to $20,000 in charitable
contributions made by each non-employee director.

Effective January 1, 1994, Michael E. Gellert receives an additional $5,000
annually for serving on the Executive Committee of the Company Board. During
1993, he did not receive any additional compensation for serving on the
Executive Committee. The Company Board also has Audit, Compensation, Investment
and Nominating Committees. Commencing with the July 1993 committee meetings
until December 31, 1993, all committee members, except the chairmen, received a
fee of $1,000 per meeting attended. Commencing with the July 1993 committee
meetings until December 31, 1993, committee chairmen received $2,000 per meeting
attended. Prior thereto, the committee chairmen received $1,100 per meeting
attended and all other committee members received a fee of $550 per meeting
attended. Effective January 1, 1994, compensation of committee chairmen and
committee members for meetings attended was abolished. Each committee chairman
will be paid an annual amount of $3,000. Committee members will receive no
additional compensation for their service on committees or attending committee
meetings.

The Audit Committee of the Company Board held five meetings during 1993.
The members of the Audit Committee, none of whom is an employee of the Company,
are Michael E. Gellert, Chairman; K. Frank Austen, M.D.; John R. Hall and Irwin
Lerner, Mr. Lerner having been designated a member of the Audit Committee on
March 10, 1994. The functions of the Audit Committee include review of the
programs of the Company's internal auditors, the results of their audits and the
adequacy of the Company's system of internal controls and accounting practices.
In addition, the Audit Committee reviews the scope of the annual audit by the
Company's independent auditors, Coopers & Lybrand , prior to its commencement,
and reviews the types of services for which the Company retains Coopers &
Lybrand.

The Compensation Committee of the Company Board held seven meetings during
1993. The members of the Compensation Committee, none of whom is an employee of
the Company, are K. Frank Austen, M.D., Chairman; Michael E. Gellert; W. Ann
Reynolds, Ph.D.; and Irwin Lerner, Mr. Lerner having been designated a member of
the Compensation Committee on March 10, 1994. David A. Jones, Jr., was a member
of the Compensation Committee from May 13, 1993, until March 1, 1994, when he
voluntarily resigned. The functions of the Compensation Committee are to
establish the compensation of executive officers and to

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administer the stock option, stock bonus, incentive compensation and retirement
plans in which executive officers of the Company participate.

The Investment Committee of the Company Board held two meetings during
1993. The members of the Investment Committee, none of whom is an employee of
the Company, are W. Ann Reynolds, Ph.D., Chairwoman; Michael E. Gellert; John R.
Hall and David A. Jones, Jr. The functions of the Investment Committee are to
establish objectives and policies, ratify investments, and analyze the
investment performance decisions of the various funds, assets and portfolios of
the Company.

The Nominating Committee of the Company Board held one meeting during 1993.
The members of the Nominating Committee, none of whom is an employee of the
Company, are John R. Hall, Chairman; K. Frank Austen, M.D.; David A. Jones, Jr.
and W. Ann Reynolds, Ph.D. The functions of the Nominating Committee include
developing general criteria regarding the qualifications of nominees and
recommending to the full Board such nominees for election as directors. The
Nominating Committee will consider suggestions from stockholders regarding
possible director candidates. Such suggestions, together with appropriate
biographical information, should be submitted to the Secretary of the Company.

During 1993, John R. Hall attended approximately 66% of the aggregate of
(1) the total number of meetings of the Company Board, and (2) the total number
of meetings held by all committees of the Company Board on which he served. Mr.
Hall was unable to attend certain Company Board and Committee meetings due to
conflicting business commitments. All other directors attended over 75% of their
applicable aggregate number of meetings.

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who beneficially own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (the "Commission") and the New York Stock Exchange,
reports of ownership and changes in ownership of Company Common Stock and other
equity securities of the Company. Executive officers, directors and greater than
ten-percent stockholders are required to furnish the Company with copies of all
such forms they file. To the Company's knowledge, based solely upon review of
copies of such reports and written representations by such persons furnished to
the Company that no other reports were required during the year ended December
31, 1993, all Section 16(a) filing requirements applicable to the Company's
executive officers, directors and greater than ten-percent beneficial owners of
stock were complied with, except W. Ann Reynolds, Ph.D. failed to file timely a
Form 4 reflecting an open market purchase of 1,000 shares of Company Common
Stock in June 1993.

Under the Company's Directors' Retirement Policy (the "Policy"), a director
who is not an employee must retire at the annual meeting following his or her
seventieth birthday, except for the Chairman of the Executive Committee, who
must retire at the annual meeting following his seventy-second birthday. The
retiring director is entitled to receive until death the basic retainer fee in
effect at the time of retirement plus an annual matching charitable contribution
benefit of 50% of the basic retainer fee (which benefits are prorated for any
retiring director who has not served at least ten years on the Company Board).

For a description of the Humana Inc. 1989 Stock Option Plan for
Non-Employee Directors, see "PROPOSED AMENDMENTS TO THE COMPANY'S STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS OF COMPANY COMMON STOCK

PRINCIPAL STOCKHOLDERS OF THE COMPANY

As of the Annual Meeting Record Date, the Company knows of no person who
may be deemed to own beneficially more than 5% of the outstanding Company Common
Stock except for David A. Jones, Chairman of the Board and Chief Executive
Officer of the Company. See "SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE
OFFICERS," below.

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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth, as of March 1, 1994, certain information
with respect to the beneficial ownership of Company Common Stock by each
director of the Company, by each executive officer named in the Summary
Compensation Table (see "EXECUTIVE COMPENSATION OF THE COMPANY"), and by the
Company's directors and executive officers as a group.

COMPANY COMMON
STOCK
BENEFICIALLY
OWNED AS OF            PERCENT OF
MARCH 1, 1994(1)          CLASS(2)
----------------         -----------

K. Frank Austen, M.D.(3)                                              15,300
Michael E. Gellert(4)                                                120,700
John R. Hall(5)                                                       20,000
David A. Jones, Jr.(6)                                               136,366
Irwin Lerner(7)
W. Ann Reynolds, Ph.D.(8)                                             17,400
David A. Jones(9)                                                  8,690,340                5.4%
Wayne T. Smith(10)                                                   431,653
Karen A. Coughlin(11)                                                 52,267
Ronald S. Lankford, M.D.(12)                                          76,383
W. Roger Drury(13)                                                    76,622
All directors and executive officers as a group (15 in
number, including those named above)(14)                         9,904,053                6.1%

- ---------------

(1) Beneficial ownership of shares, for purposes of this Proxy Statement, as
determined in accordance with applicable Commission rules, includes shares
as to which a person has or shares voting and/or investment power. Except
as set forth in the next sentence and in the accompanying footnotes, these
individuals have sole voting power and sole investment power over the
shares beneficially owned by them. The number of shares shown does not
include the interest of certain persons in shares held by family members in
their own right, does not include certain shares held for the benefit of
such individuals by the Humana Retirement and Savings Plan (the "Retirement
and Savings Plan") on February 1, 1994, (the latest date for which such
information is available), over which the employee participant has no
voting or investment power, but does include shares held for the benefit of
such individuals in the Retirement and Savings Plan as of February 1, 1994,
over which the employee participant has no voting power but does have
investment power and further includes shares which may be acquired by such
individuals through the exercise of options, which are exercisable
currently or within 60 days after March 1, 1994, under the Company's 1981
Non-Qualified Stock Option Plan, the 1989 Stock Option Plan for Employees,
and the 1989 Stock Option Plan for Non-Employee Directors (collectively,
the "Company Plans").
(2) Except for Mr. Jones, no individual director or executive officer owns more
than 1% of such class.
(3) Includes 14,600 shares that may be acquired by Dr. Austen through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans.
(4) Excludes 41,600 shares held by members of Mr. Gellert's family and also
excludes 42,000 shares held in trusts for the benefit of Mr. Gellert's
children over which Mr. Gellert has no voting or investment power.
(5) Includes 5,000 shares that may be acquired by Mr. Hall through the exercise
of options which are currently exercisable or become exercisable within 60
days after March 1, 1994, pursuant to the Company Plans.
(6) Excludes 72 shares held by Mr. Jones, Jr.'s wife over which he has no
voting or investment power.
(7) Excludes 1,000 shares held by Mr. Lerner's wife over which he has no voting
or investment power.
(8) Includes 15,000 shares that may be acquired by Dr. Reynolds through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the

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Company Plans. Excludes 87 shares held by Dr. Reynolds' husband over which
she has no voting or investment power.
(9) Includes 19,000 shares that may be acquired by Mr. Jones through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans. Excludes
652,175 shares held by Mr. Jones' wife and 146,245 shares held by one
daughter over which Mr. Jones has no voting or investment power. Also
excludes shares owned by other children of Mr. Jones who are passed the age
of majority over which Mr. Jones has no voting or investment power. Also
includes 196,485 shares held for the benefit of Mr. Jones by the Retirement
and Savings Plan on February 1, 1994, over which Mr. Jones has no voting
power but does have investment power, but excludes 72,661 shares held for
his benefit by the Retirement and Savings Plan on February 1, 1994, over
which he has no voting or investment power.
(10) Includes 240,714 shares that may be acquired by Mr. Smith through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans. Excludes
2,550 shares held in trust for Mr. Smith's daughter over which Mr. Smith
has no voting or investment power, 105,000 shares held by Mr. Smith's wife
and 10,000 shares held by Mr. Smith's wife as custodian for Mr. Smith's
daughter over which Mr. Smith has no voting or investment power. Also
includes 53,386 shares held for the benefit of Mr. Smith by the Retirement
and Savings Plan on February 1, 1994, over which Mr. Smith has no voting
power but does have investment power, but excludes 22,244 shares held for
his benefit by the Retirement and Savings Plan on February 1, 1994, over
which he has no voting or investment power.
(11) Includes 40,750 shares that may be acquired by Ms. Coughlin through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans. Excludes
500 shares held by Ms. Coughlin's daughter over which Ms. Coughlin has no
voting or investment power. Also includes 9,447 shares held for the benefit
of Ms. Coughlin by the Retirement and Savings Plan on February 1, 1994,
over which Ms. Coughlin has no voting power but does have investment power,
but excludes 1,924 shares held for her benefit by the Retirement and
Savings Plan on February 1, 1994, over which she has no voting or
investment power.
(12) Includes 15,666 shares that may be acquired by Dr. Lankford through the
exercise of options which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans. Includes
2,000 shares held by Dr. Lankford as custodian for his minor son, but
excludes 2,000 shares held by Dr. Lankford's wife as custodian for his
other minor son over which Dr. Lankford has no voting or investment power.
Also includes 8,567 shares held for the benefit of Dr. Lankford by the
Retirement and Savings Plan on February 1, 1994, over which Dr. Lankford
has no voting power but does have investment power, but excludes 3,800
shares held for his benefit by the Retirement and Savings Plan on February
1, 1994, over which he has no voting or investment power.
(13) Includes 53,000 shares that may be acquired by Mr. Drury through the
exercise of options, which are currently exercisable or become exercisable
within 60 days after March 1, 1994, pursuant to the Company Plans. Excludes
1,000 shares held by Mr. Drury's daughter over which Mr. Drury has no
voting or investment power. Also includes 6,622 shares held for the benefit
of Mr. Drury by the Retirement and Savings Plan on February 1, 1994, over
which Mr. Drury has no voting power but does have investment power, but
excludes 7,778 shares held for his benefit by the Retirement and Savings
Plan on February 1, 1994, over which he has no voting or investment power.
(14) Includes 581,365 shares that may be acquired by all executive officers and
directors as a group upon the exercise of options which are currently
exercisable or become exercisable within 60 days after March 1, 1994,
pursuant to the Company Plans. Also includes 324,597 shares held for the
benefit of all executive officers as a group by the Retirement and Savings
Plan on February 1, 1994, over which the executive officers individually
have no voting power but do have investment power, but excludes 139,217
shares held for their benefit by the Retirement and Savings Plan on
February 1, 1994, over which they have no voting or investment power.

8

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EXECUTIVE COMPENSATION OF THE COMPANY

CASH COMPENSATION

The following Summary Compensation Table sets forth the cash compensation
for services in all capacities earned for the past three calendar years to (i)
the Chairman of the Board and Chief Executive Officer of the Company at December
31, 1993, and (ii) each of the four other highest compensated executive officers
of the Company serving at December 31, 1993, (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION               NUMBER OF
------------------------------------      SECURITIES          ALL
NAME AND                                           OTHER ANNUAL      UNDERLYING         OTHER
PRINCIPAL POSITION       YEAR    SALARY     BONUS       COMPENSATION      OPTIONS(1)    COMPENSATION(2)
- ---------------------------  ----   --------   --------     ------------     ------------   ---------------

David A. Jones               1993   $790,600   $790,126       $160,388(3)                      $ 583,678
Chairman of the Board and    1992    747,426    250,009        144,317(3)                        140,332
Chief Executive Officer    1991    718,861    439,445        151,707(3)        57,000          185,211

Wayne T. Smith               1993    484,615    483,849         82,452(4)       500,000          209,387
President and Chief          1992    404,615    135,329         71,025(4)                         81,699
Operating Officer          1991    371,616    317,126         66,403(4)        45,000           91,724

Karen A. Coughlin            1993    223,269    216,227         88,008(5)       250,000           80,816
Senior Vice President-       1992    214,289    130,817         53,461(5)                         47,243
Region II                  1991    197,383    146,780         27,650            6,000           39,893

Ronald S. Lankford, M.D.     1993    221,700    208,377          7,830          150,000           67,381
Senior Vice President-       1992    200,386     41,320          6,750                            41,282
Medical Affairs            1991    186,376     57,720          6,500            5,500           42,248

W. Roger Drury               1993    195,800    187,217         15,153          250,000           63,655
Chief Financial Officer      1992    169,439     70,899         10,003                            39,167
1991    146,554     51,676          9,733           12,000           36,696

- ---------------

(1) Includes, for options granted during 1993, both conditional options (the
"Conditional Options") and unconditional options. The Conditional Options
represent shares over the authorized maximum previously approved by the
Company's shareholders under the 1989 Stock Option Plan for Employees. The
award of the Conditional Options is subject to shareholder approval at the
1994 Annual Meeting. See "PROPOSED AMENDMENTS TO THE COMPANY'S STOCK OPTION
PLAN FOR EMPLOYEES".
(2) All other compensation represents amounts contributed or accrued to the
Retirement and Savings Plan, Supplemental Executive Retirement Plan and
Thrift Excess Plan as follows (see "RETIREMENT AND SAVINGS PLANS"):

JONES      SMITH     COUGHLIN   LANKFORD    DRURY
--------   --------   --------   --------   -------

1993
Retirement and Savings Plan              $ 30,000   $ 30,000    $30,000    $30,000   $30,000
Supplemental Executive Retirement Plan    492,306    149,250     40,119     29,250    27,035
Thrift Excess Plan                         61,372     30,137     10,697      8,131     6,620
--------   --------   --------   --------   -------
TOTAL 1993                          $583,678   $209,387    $80,816    $67,381   $63,655
--------   --------   --------   --------   -------
--------   --------   --------   --------   -------
1992
Retirement and Savings Plan              $ 30,000   $ 30,000    $30,000    $30,000   $30,000
Supplemental Executive Retirement Plan     70,105     36,731     13,896      9,323     8,250
Thrift Excess Plan                         40,227     14,968      3,347      1,959       917
--------   --------   --------   --------   -------
TOTAL 1992                          $140,332   $ 81,699    $47,243    $41,282   $39,167
--------   --------   --------   --------   -------
--------   --------   --------   --------   -------

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JONES      SMITH     COUGHLIN   LANKFORD    DRURY
--------   --------   --------   --------   -------

1991
Retirement and Savings Plan               $30,000    $30,000    $30,000    $30,000   $30,000
Supplemental Executive Retirement Plan    115,487     45,731      7,641     10,016     5,904
Thrift Excess Plan                         39,724     15,993      2,252      2,232       792
--------   --------   --------   --------   -------
TOTAL 1991                          $185,211    $91,724    $39,893    $42,248   $36,696
--------   --------   --------   --------   -------
--------   --------   --------   --------   -------

(3) Other annual compensation for Mr. Jones includes Company provided
transportation of $120,675, $108,605 and $121,958 for 1993, 1992 and 1991,
respectively. Mr. Jones also received Company provided executive insurance
of $38,018, $34,152 and $28,062 in 1993, 1992 and 1991, respectively.
(4) Other annual compensation for Mr. Smith includes Company provided
transportation of $43,242, $35,855 and $37,295 for 1993, 1992 and 1991,
respectively. Mr. Smith also received Company provided executive insurance
of $38,018, $34,152 and $28,062 in 1993, 1992 and 1991, respectively.
(5) Other annual compensation for Ms. Coughlin includes a tax reimbursement
related to Company provided housing in the amount of $75,576 and $41,200
for 1993 and 1992, respectively.

1993 STOCK OPTION GRANTS

The following table provides information on stock options granted to the
Named Executive Officers during the year ending December 31, 1993.

POTENTIAL REALIZABLE
NUMBER OF                                                           VALUE AT ASSUMED
SECURITIES      NUMBER OF                                             ANNUAL RATES OF
UNDERLYING     SECURITIES    % OF TOTAL   EXERCISE                      STOCK PRICE
UNCONDITIONAL   UNDERLYING     OPTIONS      PRICE                     APPRECIATION FOR
OPTIONS      CONDITIONAL   GRANTED TO     PER                       OPTION TERM (3)
GRANTED        OPTIONS     EMPLOYEES     SHARE     EXPIRATION   -----------------------
(1)          GRANTED      IN 1993       (2)         DATE          5%          10%
-------------   -----------   ----------   --------   ----------   ----------   ----------

David A. Jones (4)
Wayne T. Smith                   300,000        200,000        7.7%      $6.5625    04/14/03    $2,063,500   $5,229,600
Karen A. Coughlin                150,000        100,000        3.9%       6.5625    04/14/03     1,031,750    2,614,800
Ronald S. Lankford, M.D.          75,000         75,000        2.3%       6.5625    04/14/03       619,050    1,568,880
W. Roger Drury                   150,000        100,000        3.9%       6.5625    04/14/03     1,031,750    2,614,800

- ---------------

(1) Only non-qualified stock options ("NQSOs") were granted in 1993 pursuant to
the 1989 Stock Option Plan for Employees. See "PROPOSED AMENDMENTS TO THE
COMPANY'S STOCK OPTION PLAN FOR EMPLOYEES". No incentive stock options or
stock appreciation rights were granted in 1993. The NQSOs become
exercisable in four annual installments of 25% of the shares, commencing on
the second anniversary of the date of grant and on the next three
anniversary dates thereafter. The date of grant for the NQSOs was April 14,
1993. To the extent not already exercisable and not expired upon Change in
Control, the NQSOs become exercisable upon the later of (i) six months
after its grant date or (ii) the date of a Change in Control. A "Change in
Control" is defined to mean (i) the acquisition by any single entity or
group of affiliated entities of at least fifty percent (50%) of the
outstanding stock of the Company or (ii) the reorganization, merger or
consolidation of the Company in which the Company is not the surviving
corporation, or providing for a sale of all or substantially all of the
assets of the Company to another entity (provided that if approval of the
stockholders is required, the exercise period shall commence on the day
following receipt of such approval). Limited Rights were granted with each
option which trigger in the event of a Change in Control.
(2) The exercise price may be paid in cash or, at the discretion of the
Compensation Committee, in shares of Company Common Stock valued at market
value on the date immediately preceding the date of exercise, or any
combination of the aforementioned.
(3) The dollar amounts in this table represent the potential realizable value of
the stock options granted, assuming that the market price of the shares
appreciate in value from the date of grant to the end of the option term at
annualized rates of 5% and 10%. Therefore, these amounts are not the actual
value of the options granted and are not intended to forecast possible
future appreciation, if any, of Company

10

13

Common Stock prices. No assurances can be given that the stock prices will
appreciate at these rates or experience any appreciation at all.
(4) Mr. Jones declined to accept any stock option grants in 1993 so that some or
all of the options that would have otherwise been awarded to him would be
available to be awarded deeper into the Company's employee ranks than had
been done in the past.

1993 OPTION EXERCISES AND YEAR-END VALUES

The following table provides information as to each exercise of Company
stock options during the year ended December 31, 1993, by the Named Executive
Officers and the year-end values of unexercised options.

NUMBER OF SECURITIES                 VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED               "IN-THE-MONEY" OPTIONS
SHARES                              OPTIONS AT YEAR END                     AT YEAR END(3)
ACQUIRED          VALUE        --------------------------------     --------------------------------
ON EXERCISE     REALIZED(1)     EXERCISABLE     UNEXERCISABLE(2)     EXERCISABLE     UNEXERCISABLE(2)
-----------     -----------     -----------     ----------------     -----------     ----------------

David A. Jones             214,999        $1,278,469        19,000             19,000          $  167,964        $  167,964
Wayne T. Smith                                             240,714            515,000           2,499,065         5,726,353
Karen A. Coughlin                                           40,750            252,000             434,443         2,814,555
Ronald S. Lankford, M.D.                                    15,666            151,833             143,093         1,694,329
W. Roger Drury                                              53,000            254,000             517,751         2,832,236

- ---------------

(1) The Value Realized represents the difference between the market value of the
shares acquired on the date of exercise and the total option exercise
price.
(2) Includes the securities underlying the Unconditional and Conditional Options
granted on April 14, 1993.
(3) The Value of Unexercised "In-the-Money" Options is based on the difference
between the December 31, 1993, closing price of the Company's Common Stock
of $17 3/4, as reported on the New York Stock Exchange Composite Tape, and
the exercise price of the options.

In connection with the Spinoff, each outstanding stock option to purchase
shares of historical Humana Common Stock was bifurcated into two separate
options, one to purchase Company Common Stock (an "Adjusted Humana Option") and
one to purchase Galen common stock (an "Adjusted Galen Option"). The per share
exercise price of each stock option was adjusted to give effect to the Spinoff
by allocating the exercise price of the pre-Spinoff stock option between the
Adjusted Humana Option and the Adjusted Galen Option based on the relative
market values of the underlying Company Common Stock and Galen common stock for
a specified period after the Spinoff. The percentages used to adjust the per
share exercise price were 37.8% for Company Common Stock and 62.2% for Galen
common stock.

As a result of the Columbia merger, each Adjusted Galen Option was
converted into an option to acquire .775 of a share of Columbia common stock.
The Columbia options held by Company employees expire on the earlier to occur of
(a) two (2) years from the date of the Spinoff or (b) the expiration of the
exercise period of the original option.

During the period subsequent to the Spinoff, the Named Executive Officers
exercised all of their Columbia/Galen options with the following results and
accordingly no longer hold any such options:

SHARES ACQUIRED                VALUE
ON EXERCISE               REALIZED(1)
---------------             -----------

David A. Jones                         196,074                  $1,693,504
Wayne T. Smith                         198,178                   2,238,949
Karen A. Coughlin                       40,050                     170,346
Ronald S. Lankford, M.D.                13,561                     124,102
W. Roger Drury                          44,174                     460,538

- ---------------
(1) The Value Realized represents the difference between the market value of the
shares acquired on the date of exercise and the total option exercise
price.

11

14

INCENTIVE COMPENSATION PLANS

During 1993, the Company had in effect incentive compensation plans (the
"Incentive Compensation Plans") pursuant to which certain employees, some of
whom are directors and executive officers, were able to earn annual awards.
Under the Incentive Compensation Plans, funds are payable to recipients in
amounts equal to a percentage of their annual base salary (for 1993 ranging up
to a maximum of 100% depending on the particular Incentive Compensation Plan),
which percentage is determined by performance of the Company, the region, or the
market, as the case may be, in relation to financial or other performance
objectives established annually by the Compensation Committee of the Company
Board. No director, officer or employee is eligible to participate in more than
one Incentive Compensation Plan. Amounts paid under the Incentive Compensation
Plans to the Named Executive Officers are shown under the Bonus column in the
Summary Compensation Table, above. The Compensation Committee and the Company
Board have adopted a new Executive Management Incentive Compensation Plan which
initially will cover only the Chief Executive Officer and the Chief Operating
Officer of the Company. See "NEW EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION
PLAN." The Company will continue to have Incentive Compensation Plans pursuant
to which certain employees, some of whom are executive officers, are able to
earn annual awards.

RETIREMENT AND SAVINGS PLANS

The Company currently has in effect retirement and savings plans covering
the Named Executive Officers. The 1993 Company contributions for such
individuals to the defined contribution Humana Retirement and Savings Plan
(which is qualified and funded) and its two supplemental plans known as the
Humana Supplemental Executive Retirement Plan and the Humana Thrift Excess Plan
(which are non-qualified and not funded) are shown under "All Other
Compensation" in the Summary Compensation Table, above.

Humana Retirement and Savings Plan

The Company sponsors a defined contribution plan, the Humana Retirement and
Savings Plan (the "Retirement and Savings Plan"), for eligible employees. The
Retirement and Savings Plan, which prior to January 1, 1994, included a
Retirement Account and a Thrift Account, is the result of the merger of two
prior plans: the Humana Basic Retirement Plan and the Humana Thrift Plan.
Effective December 31, 1993, no further contributions were accepted into the
Thrift Account as a new pre-tax 401(k) Plan Account (the "New Account") was
established effective January 1, 1994. All Thrift Account balances on December
31, 1993, remain in the Retirement and Savings Plan.

Under the continuing Retirement Account, the Company contributes 4% of an
eligible participant's gross pay (after consideration of certain exclusions),
plus an additional 4% of any pay over the Social Security taxable wage base for
that plan year. As a qualified plan, the Company's contributions and investment
earnings are not taxable to participants until withdrawn.

Under the Thrift Account, after satisfying all eligibility requirements, a
participant could have invested up to 10% of his gross pay each biweekly pay
period. Payroll deductions to a maximum of 6% of the participant's eligible
compensation were considered "regular contributions." Deduction amounts of more
than 6% to a maximum of 10% of the participant's eligible compensation were
considered "voluntary contributions." The Company matched 50% of the
participant's regular contributions. Contributions by participants were made
with after-tax dollars, but investment earnings and Company matching
contributions accumulate tax free until withdrawn from the plan.

Participant contributions to the Thrift Account, along with the Company's
Retirement Account contributions, could have been invested in three different
funds, an Interest Income Fund, a Stock Index Fund and a Company Common Stock
Fund. A participant could divide his investments in 25% increments in one or
more of these funds (effective January 1, 1994, this restriction was waived).
However, a participant could not invest more than 25% of the Company's
contribution to his Retirement Account in the Company Common Stock Fund
(effective January 1, 1994, this restriction was also waived). The Company's 50%
matching contribution to the Thrift Account was automatically invested solely in
the Company Common Stock Fund.

12

15

The New Account is similar to the previous Thrift Account but allows
employee contributions on a pre-tax basis up to 14% of annual compensation.
Participant contributions to the New Account, Company contributions to the
Retirement Account and Thrift Account balances may be directed by the
participant to the Humana Common Stock Fund, an Interest Income Fund, Stock
Index Fund and/or any of four stock mutual funds involving varying degrees of
investment risk. Company contributions to the New Account remain at 50% of the
participant's first 6% of contributions which is consistent with the previous
Thrift Account and continues to be automatically invested solely in the Company
Common Stock Fund.

Supplemental Plans

The Company has in effect two supplemental plans that provide employee
benefits equal to the benefit the employee would have realized if the Internal
Revenue Code (the "Code") did not limit the amount of contributions that could
be made on their behalf to the Retirement and Savings Plan. These supplemental
plans are the Humana Supplemental Executive Retirement Plan, which credits
employees with benefits that cannot be contributed to the Retirement Account in
the Retirement and Savings Plan, and the Humana Thrift Excess Plan, which
previously credited employees with benefits that could not be contributed to the
Thrift Account and will credit employees with benefits that now cannot be
contributed to the New Account in the Retirement and Savings Plan.

Officers' Target Retirement Plan

The Company also has in effect the Officers' Target Retirement Plan
("OTRP"), which is a non-qualified, unfunded plan providing supplemental
retirement benefits to each Company officer and other designated key employees.
Annual benefits, at age 65, based on the participant's highest average
compensation ("Average Participating Compensation") as defined in the OTRP using
the highest three plan years of the participant's last five years of full-time
employment coincident with or preceding the normal retirement date, are
calculated as follows: (1) 1.67% of Average Participating Compensation
multiplied by the participant's years of service up to 30 years; (2) less an
amount equal to the life annuity equivalent of the participant's account
balances in the Retirement Account and the Supplemental Executive Retirement
Plan; and (3) less the participant's Social Security benefits, provided that, in
the case of early retirement, the reduction applies only at the time the
participant is eligible to receive an unreduced Social Security benefit. For Mr.
Jones and Mr. Smith, Average Participating Compensation is calculated using the
greater of (1) the three highest years in effect as of June 18, 1992, or (2) the
three highest years of any five years of employment preceding the date of
retirement. Early retirement benefits may be paid at age 55 if certain
conditions are met but are subject to a further reduction for each year prior to
age 65 at which retirement occurs. The OTRP also provides that in the event a
participant has ten or more years of service and has attained age 55, a death
benefit is payable.

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16

The following table illustrates the estimated maximum annual benefit which
would be payable at age 65 to a participant, at various average compensation
levels for specified years of credited service, under the OTRP:

ESTIMATED OTRP MAXIMUM ANNUAL BENEFIT AT AGE 65
FOR YEARS OF CREDITED SERVICE SHOWN(1)(2)

AVERAGE RATE
OF
COMPENSATION     10 YEARS     15 YEARS     20 YEARS     25 YEARS     30 YEARS
- ------------     --------     --------     --------     --------     --------

$   75,000      $ 12,525     $ 18,788     $ 25,050     $ 31,313     $ 37,575
100,000        16,700       25,050       33,400       41,750       50,100
200,000        33,400       50,100       66,800       83,500      100,200
300,000        50,100       75,150      100,200      125,250      150,300
400,000        66,800      100,200      133,600      167,000      200,400
500,000        83,500      125,250      167,000      208,750      250,500
600,000       100,200      150,300      200,400      250,500      300,600
700,000       116,900      175,350      233,800      292,250      350,700
1,000,000       167,000      250,500      334,000      417,500      501,000
1,500,000       250,500      375,750      501,000      626,250      751,500

- ---------------

(1) These estimates are based on the assumption that (a) the OTRP will be
continued under its present terms; (b) the participant will continue with
the Company until, and retire at, age 65; and (c) the participant elected
to receive an annual distribution instead of a lump sum payment.
(2) The amounts shown above are subject to reductions with respect to benefits
received under the Retirement Account in the Retirement and Savings Plan,
the Supplemental Executive Retirement Plan and Social Security benefits as
described above.

Under the OTRP, the benefits will be based on salary and incentive
compensation. The years of credited service for each of the Named Executive
Officers are as follows: David A. Jones - 32; Wayne T. Smith - 20; Karen A.
Coughlin - 14; Ronald S. Lankford, M.D., - 6; and W. Roger Drury - 14.

CERTAIN AGREEMENTS

In April 1987, the Company Board deemed it in the best interest of the
Company to have employment agreements with certain members of executive
management. Named Executive Officers with employment agreements are David A.
Jones and Wayne T. Smith. Pursuant to these agreements, in the event of
termination of employment other than for cause, the Company will continue to pay
the individual his base salary for one year following termination and any
amounts earned prior to such termination under any of the Company's Incentive
Compensation Plans. The individual is also entitled to continued coverage at the
Company's expense during the one-year period under the Company's life, health
and disability plans, if applicable.

The Company has entered into agreements with all officers, including the
Named Executive Officers, and key management employees which provide certain
benefits upon termination or in connection with a change in responsibilities
following a Change in Control. Pursuant to the agreements, these individuals are
entitled to receive severance pay based on their base salaries. The severance
pay is to be determined by multiplying such individual's annual base salary
(effective March 10, 1994, these agreements were amended for all officers and
two key management employees, excluding Mr. Jones, to provide for severance
payments to include the maximum incentive compensation payable to them in
addition to base salary) by three for Mr. Smith; by two as to all Senior Vice
Presidents and one key management employee; and by one as to all other covered
individuals. The resulting amount would be multiplied by a fraction (not to
exceed one), the numerator of which is such individuals' years of service with
the Company and the denominator of which is twelve. Approximately 65 individuals
are covered by Change in Control agreements which include base salary while
approximately 25 employees are covered by Change in Control agreements that
include base salary and

14

17

maximum incentive compensation. The agreements also provide that if any funds
received by these individuals as employees subject them to a federal excise tax
pursuant to Section 4999 of the Internal Revenue Code, then the payments will be
grossed up to permit them to receive a net amount equal to what would have been
received had the excise tax not been imposed (the "Gross Up Payment"). The
agreement with Mr. Jones (who declined the opportunity to receive any severance
payment based upon salary) provides only for a Gross Up Payment with respect to
any other funds he receives which are subject to a federal excise tax.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

On March 1, 1993, after the consummation of the Spinoff, the members of the
Compensation Committee were K. Frank Austen, M.D.; Michael E. Gellert and W. Ann
Reynolds, Ph.D. On May 13, 1993, David A. Jones, Jr., was appointed to the
Committee. Prior to the consummation of the Spinoff, the Compensation Committee
consisted of William T. Young, Chairman; J. David Grissom; Mr. Gellert and Dr.
Reynolds. The following report with respect to certain compensation paid or
awarded to the Company's executive officers during 1993 is furnished by the
post-Spinoff Compensation Committee.

All members of the post-Spinoff Compensation Committee are non-employee
directors and none has any direct or indirect material interest in or a
relationship with the Company, other than stockholdings as discussed above and
as related to his or her position as director. Mr. Jones, Jr., is the son of
David A. Jones, Chairman of the Board and Chief Executive Officer of the
Company. During 1993, none of the executive officers of the Company has served
on the board of directors or compensation committee of any other entity of which
any executive officer served either on the Company Board or Compensation
Committee. During 1993, while Mr. Jones, Jr., was an attorney with the Hirn,
Reed & Harper law firm, the Company paid that firm a total of $591,757 for legal
services provided (which were performed at rates comparable to those existing
for such legal services in Louisville, Kentucky).

Currently the members of the Compensation Committee are K. Frank Austen,
M.D.; Michael E. Gellert; W. Ann Reynolds, Ph.D.; and Irwin Lerner. Mr. Lerner
was designated a member of the Compensation Committee on March 10, 1994. Mr.
Jones, Jr. voluntarily resigned from the Compensation Committee on March 1,
1994.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company Board has furnished the following
report on executive compensation for 1993:

EXECUTIVE OFFICER COMPENSATION POLICIES AND 1993 RESULTS

Subject to Board of Directors' approval, the Compensation Committee
administers the Company's executive officer compensation program, which
generally consists of base salary, incentive compensation, other miscellaneous
compensation and stock option awards. The executive officer compensation program
rewards executive officers for short-term and long-term performance. The
compensation program has also been designed to attract and retain key executive
officers. Executive officers are compensated in the short-term on a performance
oriented basis through the use of incentive compensation which is awarded based
on achieving annual Company goals. Stock options are included in the
compensation program to reward executive officers for longer-term strategic
actions which increase Company value. The use of stock options in the
compensation program links executive officer rewards to increases in shareholder
value.

The executive officer compensation program is designed to allow the Company
to be competitive in the marketplace. The Compensation Committee considers the
entire compensation package when setting any one component of compensation.

BASE COMPENSATION

The Compensation Committee evaluates Company executive officer base
compensation relative to the marketplace, with the assistance of outside
consultants. Generally, the marketplace is defined as both

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(1) general industry companies near the Company's revenue size and (2) specific
companies in the managed care industry. The Compensation Committee believes this
definition of the marketplace reflects the talent pool from which the Company
might draw, and provides the benchmark for competitiveness for the Company's
current executives. Base compensation adjustments consider overall Company
performance, executive officer performance and changes in executive officer
responsibilities. In addition to these tangible performance measurements, the
Compensation Committee also evaluates executive officer contributions in such
areas as employee development, industry leadership and community involvement.
The analysis of executive officer performance is subjective, and does not lend
itself to weightings or formulas.

INCENTIVE COMPENSATION

The Company's incentive compensation plans are designed to reward all
officers and designated key employees for the attainment of financial goals and
other performance objectives established annually by the Compensation Committee.
The chief executive officer's and chief operating officer's incentive
compensation for 1993 was based on the attainment of Company consolidated
earnings per share objectives. From 30% to 60% of other executive officers'
incentive compensation was based on the attainment of Company consolidated
earnings per share objectives. In addition, certain officers, including in some
cases the executive officers, are assigned various regional or departmental
goals focusing on financial results. The Compensation Committee and management
believe all of the financial goals used in the determination of incentive
compensation are important measures reflective of the success of the Company.

In connection with the March 1, 1993, separation of the health plan
business from the hospital business, the Company changed its fiscal year end
from August 31 to December 31. As a result of the change, incentive compensation
was earned and paid for the six-month period ended February 28, 1993. In
addition, incentive compensation was earned for the ten-month period March 1,
1993, to December 31, 1993. During both of these periods, the Company performed
at or near its targets, resulting in 1993 payments near maximum.

STOCK OPTIONS

The Company uses stock options to reward executive officers for long-term
performance and as a method to attract and retain key executive officers. The
use of stock options in the executive officer compensation program also
encourages executive officers to obtain and hold Company stock, thus providing a
vital link between executive officers and Company stockholders. In determining
the size of current grants, the Compensation Committee did not consider existing
stockholdings of executive officers.

Ranges for annual option awards are determined by the Compensation
Committee through review of stock option programs at companies in similar
industries with the assistance of outside consultants. The 1993 stock option
awards represent a three-year award (1992-1994). The aggregate number of options
granted approximates 4% of the Company's outstanding common stock which compares
favorably with that of similar companies. Those companies' average annual grant
approximates 1.3% to 1.7% of the individual company's outstanding common stock.

The Compensation Committee believes that making a three-year award of
grants provides considerably more retention and motivation potential than three
years of annual grants totaling the same amount. The Compensation Committee does
not presently intend to make additional grants to those employees receiving
grants under the 1993 stock option awards until April 1995, absent promotions or
other significant circumstances.

Mr. Jones declined to accept any stock option grants in 1993 so that some
or all of the options that would have otherwise been awarded to him would be
available to be awarded deeper into the Company's ranks than had been done in
the past.

EXECUTIVE COMPENSATION TAX DEDUCTIBILITY

The Omnibus Budget Reconciliation Act of 1993 (the "Budget Act"), generally
provides that, commencing in 1994, compensation paid by publicly-held
corporations to the chief executive officer and the

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four most highly paid senior executive officers in excess of $1 million per year
per executive will be deductible by the Company only if paid pursuant to
qualifying performance-based compensation plans approved by stockholders of the
Company. Compensation as defined by the Budget Act includes, among other things,
base salary, incentive compensation and gains on stock option transactions. The
Company establishes individual compensation based primarily upon Company
performance and competitive considerations in the industry in which the Company
operates. As a result, executive compensation may exceed $1 million in a given
year. The Company believes it has performed the necessary steps to qualify the
Company's performance-based compensation plans for tax deductibility.

CHIEF EXECUTIVE OFFICER COMPENSATION

Mr. David A. Jones, the Chairman of the Board and Chief Executive Officer
of the Company, received an increase in base salary to $800,000 early in 1993.
With the assistance of outside consultants, the Compensation Committee
established the base compensation for Mr. Jones by comparing base compensation
of chief executive officers in other managed care companies. The Compensation
Committee considered Mr. Jones' long distinguished leadership of the Company,
including the original vision in forming the Company and various timely
strategic changes in direction. The Compensation Committee also considered Mr.
Jones' leadership on the national scene helping to shape health care policy as
well as his distinguished civic involvement.

Mr. Jones' incentive compensation was based on the Company's attaining
consolidated earnings per share objectives. In that these objectives were
exceeded in 1993, Mr. Jones earned the maximum possible incentive compensation
amount of 100% of his base compensation. Mr. Jones' base salary and incentive
compensation for 1993 were established by the Compensation Committee before his
son, David A. Jones, Jr., was designated a member of the Compensation Committee
on May 13, 1993. Mr. Jones, Jr. was a member of the Compensation Committee until
March 1, 1994, when he voluntarily resigned.

As mentioned previously, the Compensation Committee did not award any stock
options to Mr. Jones in 1993 at his specific request in order to enable option
awards to be made deeper into the Company ranks than had ever been done in the
past.

Compensation Committee
K. Frank Austen, M.D.
Michael E. Gellert
David A. Jones, Jr.
W. Ann Reynolds, Ph.D.

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COMPANY STOCK PERFORMANCE

The following performance graph compares the performance of the Company's
Common Stock to the Standard & Poor's Composite 500 Stock Index and a Peer Group
(described below) for the 10 months ended December 31, 1993. The graph assumes
an investment of $100 in each of the Company's Common Stock, the Standard &
Poor's Composite 500 Stock Index and the Peer Group on March 1, 1993, (the date
the Company separated into two independently held companies) and reinvestment of
all dividends. The investment in the constituent companies in the Peer Group is
weighted on the basis of the respective market capitalization of each company.

Measurement Period
(Fiscal Year Covered)         Humana Inc.       S&P 500       Peer Group

3/1/93                               100             100             100
3/31/93                              107             102             108
6/30/93                              153             102             119
9/30/93                              175             104             120
12/31/93                             241             105             135

The Peer Group of managed care companies used for the graph above consists
of FHP International Corporation; Foundation Health Corporation; PacifiCare
Health Systems, Inc.; United Healthcare Corporation; U.S. Healthcare, Inc.; and
WellPoint Health Networks Inc.

The Company believes any comparisons of the price of the Company's Common
Stock before March 1, 1993, is misleading since the value of the Company's
Common Stock prior to that date included the value of the hospital business
which was distributed to the Company's stockholders in the Spinoff. On March 1,
1993, the date on which the Spinoff was consummated, the closing price of the
post-Spinoff Company Common Stock was $7.75 and the closing price of the common
stock of Galen was $12.125. On February 26, 1993, the last trading day prior to
the consummation of the Spinoff, the closing price of historical combined Humana
common stock was $19.375.

PROPOSALS FOR VOTE

PROPOSED AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN FOR EMPLOYEES

During 1993, the Company had in effect two option plans under which shares
were available for grant. These were the Humana Inc. 1989 Stock Option Plan for
Employees (the "Employee Plan") and the Humana Inc. 1989 Stock Option Plan for
Non-Employee Directors (the "Directors' Plan") (collectively referred to as the
"1989 Option Plans"). Each plan was approved by both the Company Board and the
stockholders of the Company. Prior to the actions described below, options to
purchase an aggregate of 6,600,000 shares of Company Common Stock were
authorized for grant under the 1989 Option Plans.

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The Compensation Committee of the Company Board, at meetings on April 14,
April 21 and May 13, 1993, granted a total of 6,437,500 nonqualified options to
purchase Company Common Stock to 495 employees, 2,600,000 of which represented
options which had been authorized to be issued under the Employee Plan
("Unconditional Options") and 3,837,500 of which represented options in excess
of the authorized maximum of 6,600,000 (the "Conditional Options"), and
therefore were granted subject to Company Board and stockholder approval. The
Conditional Options and prices and terms thereof granted to the Named Executive
Officers are shown on the 1993 Stock Option Grants table (see "1993 STOCK OPTION
GRANTS"). The Unconditional Options and Conditional Options provide for a
vesting schedule of one-fourth (1/4) of the amount of shares granted on the
second anniversary of the date of grant and the balance in equal installments on
each anniversary date thereafter. The Unconditional Options and Conditional
Options expire 10 years from the date of grant if not exercised before such
time. Further, in the event of a Change in Control, the options become
immediately exercisable upon the later of (i) six months after grant or (ii) the
date of a Change in Control. On May 13, 1993, subject to stockholder approval,
the Board amended the Employee Plan to increase the total number of shares for
which options could be granted from an amount not to exceed 6,600,000 to an
amount not to exceed 10,437,500, thereby including the Conditional Options.

At a meeting on January 13, 1994, the Compensation Committee granted an
additional 294,500 non-qualified options to purchase Company Common Stock to an
additional 30 employees. These options also represented options over the
authorized maximum of 6,600,000, and therefore are part of the "Conditional
Options" granted subject to Company Board and stockholder approval. The vesting
and expiration provisions of these options are the same as the options described
above. At its meeting on January 13, 1994, subject to stockholder approval, the
Company Board further amended the Employee Plan to increase the total number of
shares for which options could be granted to an amount not to exceed 13,600,000
shares not only to cover the Conditional Options but also to enable the Company
to make future grants under the Employee Plan and, as described below, to
establish a cap on the number of options that could be granted to any individual
employee. The Compensation Committee does not presently intend to make any
additional grants to the original 495 grantees or the 30 additional grantees
until April 1995, absent promotions or other special circumstances.

The table below indicates the Conditional Options issued under the Employee
Plan as amended.

AMENDED PLAN AND BENEFITS

HUMANA INC. 1989 STOCK
OPTION PLAN FOR EMPLOYEES
-------------------------
NUMBER OF
CONDITIONAL
NAME                                 OPTIONS
-----------------------------------------------  -------------------------

Wayne T. Smith                                             200,000
Karen A. Coughlin                                          100,000
Ronald S. Lankford, M.D.                                    75,000
W. Roger Drury                                             100,000
Executive Officers as a Group                              750,000
Non-Executive Officer Employee Group                     3,382,000

On December 15, 1993, the Internal Revenue Service ("IRS") released
proposed regulations (the "Proposed Regulations") under Section 162(m) of the
Internal Revenue Code (the "Code"), which was adopted as part of the Budget Act.
For all years commencing on or after January 1, 1994, Section 162(m) denies a
federal income tax deduction to publicly held corporations for compensation in
excess of $1 million (the "Cap") paid to certain designated officers of these
corporations, generally being the chief executive officer on the last day of the
taxable year and the four other most highly paid senior executive officers who
are so employed on the last day of the taxable year unless such compensation
meets certain exceptions, including as a result of being paid pursuant to
qualified performance-based compensation plans established by a compensation
committee consisting solely of two or more outside directors, the material terms
of which are disclosed to and approved by the Company's stockholders before
payment. Special rules apply to stock options, in part requiring that they be
granted pursuant to a plan approved by the stockholders which limits the number
of shares for which options may be granted to any one individual during a
specified period. The Proposed Regulations provide transition rules (the
"Transition Rules") which, among other things, treat plans

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which satisfy the stockholder approval requirements of Section 16(b)-3 of the
Exchange Act as having satisfied the Section 162(m) stockholder approval
requirement until the earlier of (i) the termination or a material modification
of the plan or (ii) the date of the first shareholder meeting after December 31,
1996. In addition, for exempted plans, the individual limit requirement will be
treated as having been met for the transition period by plans which establish an
aggregate number of shares for which options or rights can be granted.

The Company believes that any compensation arising out of the 2,600,000
Unconditional Options granted by the Compensation Committee in April and May
1993 which represented authorized shares for which options could be granted will
qualify for full deductibility by virtue of the Transition Rules. With respect
to the Conditional Options, the Company Board intended, subject to receipt of
stockholder approval, to bring the Employee Plan into compliance with Section
162(m) of the Code by passing on January 13, 1994, an amendment to the plan
limiting the number of shares of the Company Common Stock for which options
could be granted to any one individual on a cumulative basis during the term of
the Employee Plan to 15% of the cumulative number of shares authorized and
available for option grants on and after February 17, 1993. The Company believes
that if this amendment is approved by the stockholders at the 1994 Annual
Meeting, together with the amendment increasing the number of authorized shares
under the Employee Plan, the IRS should recognize any compensation arising as a
result of the Conditional Options as qualifying for full deductibility; but
there is no assurance that this will be the case.

Description of the Employee Plan As Amended

The following description of the Employee Plan is qualified by reference to
the complete text of such plan, which is set forth on EXHIBIT A. The underlined
language in the text of the Employee Plan in EXHIBIT A represents the amendments
for which stockholder approval is being sought at the 1994 Annual Meeting.

The Employee Plan is administered by the Compensation Committee. Members of
the Compensation Committee are not eligible to receive options pursuant to the
Employee Plan. Selected employees, including officers and directors who are
employees, are eligible to receive options pursuant to the Employee Plan.

The Compensation Committee may grant options pursuant to the Employee Plan
which are intended to meet the requirements of an incentive stock option as
defined in Section 42 of the Code ("ISOs") or options not intended to be ISOs
(non-qualified options). Options are granted under the Employee Plan at a per
share exercise price equal to 100% of the market value of a share of Company
Common Stock on the date of grant. The Compensation Committee determines the
dates on which options initially become exercisable (which date must be more
than six months from the date of grant). The Compensation Committee may, at its
discretion, accelerate the exercise date of previously granted options. Prior to
January 13, 1994, there was no stated maximum or minimum number of shares that
may be granted to an individual under the Employee Plan except that pursuant to
the Code, there is a $100,000 limit on the market value (as of the date of
grant) of stock for which ISOs may vest in any one year. No ISO may be granted
to an individual who, at the time of the grant, owns, directly or indirectly,
stock representing more than 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries (a "10% stockholder") unless
the option is granted at a per share exercise price which is at least 110% of
the market value of such stock on the date of grant.

Under the Employee Plan options expire 10 years from the date of grant,
except that ISOs granted to a 10% stockholder expire in five years.

Under the Employee Plan the Compensation Committee may and has granted a
limited right (the "Limited Right") in regard to each option, including the
Conditional Options (the "Related Option") granted thereunder. For each Related
Option unexercised (whether exercisable or not), the Limited Right becomes
exercisable for a 30-day period following the occurrence of an event involving
acquisition of or Change in Control of the Company; but in no case is the
Limited Right exercisable within six months from the grant of the Related
Option. Upon exercise of a Limited Right, the holder is entitled to receive an
amount equal to the product of (i) the excess of the market value per share of
Company Common Stock on the date of exercise over the per share exercise price
under the Related Option, and (ii) the number of shares as to which such Limited
Right is being exercised. Upon exercise of a Limited Right, the Related Option
is canceled.

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Federal Income Tax Consequences

Counsel for the Company has advised that the federal income tax treatment
under the Code, as presently in effect, of options granted under the Employee
Plan and the Directors' Plan (as described below) are as follows:

Incentive Stock Options

An optionee will not recognize any taxable income at the time an ISO is
granted and the Company will not be entitled to a federal income tax deduction
at that time. No ordinary income will be recognized by the holder of an ISO at
the time of exercise. The excess of the market value of the shares of the
Company Common Stock at the time of exercise over the aggregate option price
will be an adjustment to alternative minimum taxable income for purposes of the
federal "alternative minimum tax" at the date of exercise. If the optionee holds
the shares of Company Common Stock acquired upon the exercise of the ISO for the
greater of two years after the date the option was granted or one year after the
acquisition of such shares of the Company Common Stock, the difference between
the aggregate option price and the amount realized upon disposition of the
shares of the Company Common Stock will constitute a long-term capital gain or
loss, as the case may be, and the Company will not be entitled to a federal
income tax deduction. If the shares of the Company Common Stock are disposed of
in a sale, exchange or other "disqualifying disposition" within two years after
the date of grant or within one year after date of exercise, the optionee will
realize taxable ordinary income in an amount equal to the excess of the market
value of the shares of the Company Common Stock at the time of exercise, over
the aggregate option price. The Company will be entitled to a federal income tax
deduction equal to such amount. Special rules may apply in the case of an
optionee who is subject to Section 16(b) of the Exchange Act.

Non-Qualified Stock Options

The granting of a non-qualified stock option does not produce taxable
income to the recipient or a tax deduction to the Company. Taxable ordinary
income will be recognized by the holder at the time of such exercise in an
amount equal to the excess of the market value of shares of Company Common Stock
purchased at the time of such exercise over the aggregate option price. The
Company will be entitled to a corresponding federal income tax deduction.
Special rules may apply in the case of an optionee who is subject to Section
16(b) of the Exchange Act. Upon a subsequent taxable disposition of the shares
of the Company Common Stock, the optionee will generally recognize taxable
capital gain or loss based upon the difference between the per share market
value at the time of exercise and the per share selling price. Taxable income at
the time of exercise will constitute wages subject to the withholding of income
tax and the Company will be required to make whatever arrangements are necessary
to insure that funds equalling the amount of tax required to be withheld are
available for payment. The tax basis for the shares of Company Common Stock
acquired is the option price plus the taxable income recognized.

Special Rules

To the extent an optionee pays all or part of the option price of a
non-qualified stock option by tendering shares of Common Stock owned by the
optionee, the tax consequences described above apply except that the number of
shares received upon such exercise which is equal to the number of shares
surrendered in payment of the option price shall have the same basis and tax
holding period as the shares surrendered. If the shares surrendered had
previously been acquired upon the exercise of an ISO, the surrender of such
shares of the Company Common Stock may be a disqualifying disposition of such
shares. The additional shares of the Company Common Stock received upon such
exercise have a tax basis equal to the amount of ordinary income recognized on
such exercise and holding period which commences on the date of exercise. Under
proposed Treasury regulations, if an optionee exercises an ISO by tendering
shares of the Company Common Stock previously acquired on the exercise of an
ISO, a disqualifying disposition may occur and the optionee may recognize income
and be subject to other basis allocation and holding period requirements.

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Upon the exercise of a Limited Right, an employee will recognize ordinary
income in the amount of cash received at the time and the Company will receive
an income tax deduction in the same amount.

A favorable vote of a majority of the shares present at the Annual Meeting
in person or by proxy is required for approval of this proposal to approve
amendments to the Employee Plan as follows: (a) approve an increase in the
number of authorized shares of the Company Common Stock for which options may be
granted, which will also have the effect of approving the Conditional Options
and (b) approve an amendment thereto limiting the number of stock options which
may be granted to any one individual under the plan. The approval of this
proposal has the effect of rendering the Conditional Options unconditional and,
the Company believes, fully tax deductible by the Company, but as stated before
there is no assurance the IRS will agree. THE COMPANY BOARD RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THIS PROPOSAL.

PROPOSED AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS

On May 13, 1993, the Company Board, subject to the approval of the
stockholders, amended the Directors' Plan, referenced above, to provide (i) that
automatic grants of non-qualified options to purchase 5,000 shares of Company
Common Stock be made commencing January 3, 1994, and on the first business day
of each January thereafter (the "Date of Grant") to each non-employee director
who has been a director continuously for at least the full calendar year prior
thereto, and (ii) that each such automatic grant of options be at the market
value (as defined in the Directors' Plan) on its Date of Grant and vest and
become exercisable one year after its Date of Grant.

Also, since the Directors' Plan shares the same group of shares of Company
Common Stock for which options may be granted with the Employee Plan, at its
meeting on January 13, 1994, when it increased the authorized shares of Company
Common Stock under the Employee Plan to 13,600,000, the Company Board passed an
amendment to the Directors' Plan increasing the number of authorized shares of
Company Common Stock for which options could be granted to 13,600,000 to agree
with the Employee Plan.

The table below indicates conditional options issued under the Directors'
Plan as amended.

AMENDED PLAN BENEFITS

HUMANA INC. 1989 STOCK OPTION
PLAN FOR NON-EMPLOYEE
DIRECTORS
-----------------------------
NUMBER OF
NAME                                 OPTIONS
-------------------------------------------  -----------------------------

Non-Executive Officer Director Group                     20,000(1)

- ---------------

(1) Will increase annually at 5,000 options per non-employee director on the
first business day each January for each such director that served in such
capacity for at least the preceding full calendar year.

Description of the Directors' Plan As Amended

The following description of the Directors' Plan is qualified by reference
to the complete text of such plan, which is set forth on EXHIBIT B. The
underlined language in the text of the Directors' Plan in EXHIBIT B represents
the amendments for which stockholder approval is being sought at the 1994 Annual
Meeting. In addition to the annual grant to purchase 5,000 shares of Company
Common Stock, the Directors' Plan provides that each non-employee director is
granted options to purchase 15,000 shares of Company Common Stock on the date
the non-employee director is initially elected or appointed to the Company
Board. During 1993, a total of 30,000 options were granted to two new board
members. The per share exercise price of each such option is 100% of the market
value of a share of Company Common Stock as of the grant date. The options
granted under the Directors' Plan are not intended to be ISOs. Each option
currently outstanding under the Directors' Plan includes a Limited Right (see
"PROPOSED AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN FOR EMPLOYEES").

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Subject to the approval of the stockholders, automatic grants of
non-qualified options to purchase 5,000 shares of Company Common Stock, at an
option price of $17.625 per share, were conditionally made on January 3, 1994,
by virtue of the amendment described in the first paragraph of this section to
each of Dr. Austen, Mr. Gellert, Mr. Hall and Dr. Reynolds.

A favorable vote of a majority of the shares present at the meeting in
person or by proxy is required for approval of this proposal to increase the
number of shares of Company Common Stock for which options may be granted under
the Directors' Plan and provide for automatic annual grants as described above.
The approval of this proposal has the effect of making unconditional the grants
made on January 3, 1994, as described above. THE COMPANY BOARD RECOMMENDS THAT
STOCKHOLDERS VOTE FOR THIS PROPOSAL.

NEW EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN

Section 162(m) of the Code and the Proposed Regulations (see "PROPOSED
AMENDMENTS TO THE COMPANY'S STOCK OPTION PLAN FOR EMPLOYEES") requires that in
order for bonus or incentive compensation to be tax deductible by the Company,
it must be granted pursuant to a performance-based plan approved by the
stockholders containing objective performance goals established by a
compensation committee of independent directors in advance of services rendered,
with such committee certifying the eventual attainment of such objective
performance goals prior to payment. The only two employees for which the Cap may
be exceeded for 1994 are David A. Jones and Wayne T. Smith. In order to enable
the Company to meet certain exceptions to the non-deductibility rule contained
in Section 162(m), on January 13, 1994, the Compensation Committee and the
Company Board, subject to the approval of the stockholders, passed the Executive
Management Incentive Compensation Plan -- Group A (the "Executive Incentive
Plan"). On March 10, 1994, the Executive Incentive Plan was amended to (1)
provide that in no event could incentive compensation payable to any participant
for any year be greater than $1 million, and (2) limit potential participants in
the Plan to the executive officers of the Company as chosen by the Compensation
Committee.

Description of the Executive Plan

The following description of the Executive Incentive Plan is qualified by
reference to the complete text of such plan, which is set forth in EXHIBIT C.
The Executive Incentive Plan includes as participants only the Chief Executive
Officer and the Chief Operating Officer (i.e. Messrs. Jones and Smith) for 1994
but may include in the future other executive officers of the Company as chosen
by the Compensation Committee. The maximum incentive compensation for any year
to any participant may not exceed one hundred percent (100%) of the
participant's base salary at the beginning of that year, exclusive of any bonus
or fringe benefits paid or accrued during such year but in no event can exceed
$1 million. The exact percentage earned will be based on a schedule of target
consolidated net income goals which for 1994 were established by the
Compensation Committee at its January 13, 1994, meeting. The Compensation
Committee is required to administer the Executive Incentive Plan, with final
authority to construe, interpret and administer the plan. The Compensation
Committee is also required to certify in writing whether and to what extent the
targeted performance goals have been satisfied prior to payment.

The table below indicates amounts which may be received for 1994 under the
Executive Incentive Plan.

NEW PLAN BENEFITS

EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN -- GROUP A
-------------------------------------------------------------------
NAME                         DOLLAR VALUE($)
----------------------------------------------  -------------------

David A. Jones                                  Maximum of $900,000
Wayne T. Smith                                  Maximum of $675,000

A favorable vote of a majority of the shares present at the meeting, in
person or by proxy, is required for approval of the Executive Incentive Plan
which the Company believes will render amounts paid under the plan

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tax deductible. THE COMPANY BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THIS
PROPOSAL.

OTHER INFORMATION

APPOINTMENT OF INDEPENDENT ACCOUNTANTS TO AUDIT THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS

The Company Board, in accordance with the recommendation of its Audit
Committee, the members of which are not employees of the Company, has appointed
Coopers & Lybrand, Louisville, Kentucky, as independent accountants to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1994. Representatives of Coopers & Lybrand will be present at the
Annual Meeting and will be afforded the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.

STOCKHOLDER PROPOSALS

Stockholder proposals for inclusion in the proxy materials relating to the
1995 Annual Meeting of stockholders must be received by the Company no later
than November 29, 1994.

LEGAL PROCEEDING

On April 22, 1993, an alleged stockholder of the Company filed a purported
shareholder derivative action in the Court of Chancery of the State of Delaware,
County of New Castle, styled Lewis v. Austen, et al., Civil Action No. 12937.
The action was purportedly brought on behalf of the Company and Galen against
all of the directors of both companies at the time of the Spinoff alleging,
among other things, that the defendants had improperly amended the Company's
existing stock option plans in connection with the Spinoff. The plaintiff claims
that the amendment to the stock option plans constituted a waste of corporate
assets to the extent that employees of each company received options in the
stock of the other company. (The challenged amendment to the plans was approved
by the Company's stockholders at the 1993 Annual Meeting of Stockholders.) The
plaintiff requests, among other things, an injunction prohibiting the exercise
of Galen (now Columbia) stock options by the Company's personnel and the
exercise of Company stock options by Galen (now Columbia) personnel and an award
of damages. On June 14, 1993, the defendants filed a motion to dismiss the
plaintiff's complaint. That motion is still pending. The Company believes that
the complaint is without merit.

OTHER MATTERS

The Board of Directors does not intend to present any item of business at
the Annual Meeting other than those specifically set forth in the notice of the
meeting. However, if other matters are presented for a vote, the proxies will be
voted for such matters in accordance with the judgment of the persons acting
under the proxies.

By Order of the Board of Directors,

By:  /s/ WALTER E. NEELY
----------------------------------
Walter E. Neely, Vice President,
General Counsel and Secretary

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EXHIBIT A
HUMANA INC.

1989 STOCK OPTION PLAN FOR EMPLOYEES
AS AMENDED

1. PURPOSE.  The purpose of this plan (the "Plan") is to aid Humana Inc., a
Delaware corporation, and its subsidiaries (collectively the "Company") in
attracting capable executives and to provide a long-range inducement for
employees to remain in the management of the Company, to perform at increasing
levels of effectiveness, to acquire a permanent stake in the Company with the
interest and outlook of an owner and to realize an economic benefit from any
future appreciation in the price of the Company's common stock. These objectives
will be promoted through the granting to employees of options to acquire shares
of common stock of the Company pursuant to the terms of the Plan.

2. DEFINITIONS AND INTERPRETATION.

2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as in effect
from time to time, or any successor thereto, together with rules,
regulations and interpretations promulgated thereunder.

(c) "Committee" shall mean the Compensation Committee of the Board or
such other committee of the Board that is designated by the Board to
administer the Plan. The Committee shall be constituted to permit the Plan
to comply with Rule 16(b) promulgated under the Exchange Act or any
successor rule and shall initially consist of not less than two (2) members
of the Board, all of whom are Disinterested Persons and are ineligible to
receive awards under the Plan.

(d) "Disability" shall mean total disability as determined by the
Committee in accordance with standards and procedures similar to those
under the Company's long-term disability plan.

(e) "Disinterested Person" shall mean a person who qualifies as a
"disinterested person" under Section 16 of the Exchange Act.

(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute, together
with rules, regulations and interpretations promulgated thereunder.

(g) "Fair Market Value" as of any date shall mean the average of the
highest and lowest price of the Stock in the reported consolidated trading
of the New York Stock Exchange-listed securities. If there are no Stock
transactions reported for such date, the determination shall be made as of
the last immediately preceding date on which Stock transactions were
reported. If there shall be any material alteration in the present system
of reporting sales prices of the Stock, or if the Stock shall no longer be
listed on the New York Stock Exchange, or if the Internal Revenue Service
shall otherwise define "fair market value," the Fair Market Value of the
Stock as of a particular date shall be determined in such a method as shall
be determined by the Committee.

(h) "Incentive Stock Option" shall mean any option granted under the
Plan intended to meet the requirements of an incentive stock option as
defined in Section 422A of the Code as amended or any statutory provision
that may replace such section.

(i) "Non-Qualified Option" shall mean any option not intended to be an
Incentive Stock Option.

(j) "Option" shall mean an option to purchase Shares pursuant to this
Plan.

(k) "Option Agreement" shall mean an agreement between the Company and
an employee setting forth the terms and conditions of the Option.

28

(l) "Retirement" shall mean retirement from active employment with the
Company and its subsidiaries on or after the normal retirement date
specified in the Company's retirement plan or such earlier retirement date
as approved by the Committee for the purposes of this Plan.

(m) "Shares" shall mean shares of Stock.

(n) "Stock" shall mean the common stock, $.16 2/3 par value per share
of the Company.

2.2 GENDER AND NUMBER.  Except when otherwise indicated by context,
reference to the masculine gender shall include the feminine gender and any term
used in the singular shall also include the plural.

3. ADMINISTRATION.  The Board shall appoint the Committee to administer the
Plan. The members of the Committee shall not be eligible to receive Options and
shall be Disinterested Persons. In accordance with and subject to the provisions
of the Plan, the Committee shall select the employees to whom Options shall be
granted; shall determine the type of Option and the number of shares to be
included in each Option, the time at which the Option is to be granted, the
Option period and when Options may be exercised; and shall establish such other
provisions of the Option Agreement as the Committee may deem necessary or
desirable. From time to time the Committee may adopt such rules and regulations
for carrying out the Plan as it may deem proper and in the best interest of the
Company. The interpretation of any provision of the Plan by the Committee shall
be final.

4. ELIGIBILITY.  Any employee ("Employee") of the Company whose judgment,
initiative and efforts contribute or may be expected to contribute materially to
the successful performance of the Company shall be eligible to receive Options
under the Plan.

5. STOCK AVAILABLE FOR OPTIONS.  The Stock to be subject to Options under
the Plan may be either authorized and unissued or held in the Treasury of the
Company. The total amount of Shares for which Options may be granted under the
Plan shall not exceed 13,600,000 shares. This number will be reduced by any
----------
Options granted under the 1989 Stock Option Plan for Non-Employee Directors.
Such number of Shares is subject to adjustment as provided in Section 13. In the
event that an Option granted under the Plan to any Employee expires or is
terminated, any unexercised shares covered thereby shall be available for the
granting of Options under the Plan.

6. TYPE OF OPTION.  The Committee shall determine the type or types of
Options to be made to each Employee and shall set forth in a related Option
Agreement the terms, conditions and limitations applicable to each grant,
including but not limited to those specified in the Plan.

7. OPTION PRICE.  The Option exercise price per Share purchasable under an
Option shall be determined by the Committee at the time of grant, but in no
event shall the exercise price of an Option be less than one hundred percent
(100%) of the Fair Market Value of the Stock on the date of the grant of such
Option.

8. OPTION TERM.  The term of each Option shall be fixed by the Committee,
except that the term of Incentive Stock Options shall not exceed ten (10) years
after the date the Incentive Stock Option is granted.

9. EXERCISE OF OPTION.  The Committee shall have full authority in its
discretion to determine when Options may be exercised, including the ability to
accelerate exercise dates of Options previously granted under the Plan. However,
in no event shall an Option be exercisable within six (6) months of the date of
grant in the case of an Employee subject to Section 16(b) of the Exchange Act.
The purchase price of the Shares as to which an Option shall be exercised shall
be paid in full at the time of exercise at the election of the holder of an
Option (a) in cash or currency of the United States of America, (b) by tendering
to the Company Shares then owned having a Fair Market Value equal to the cash
exercise price of the Option being exercised, or (c) a combination of (a) and
(b). Such Fair Market Value for the tendered Shares shall be determined as of
the close of the business day immediately preceding the day on which the Option
is exercised. The right to purchase Shares shall be cumulative so that when the
right to purchase any Shares has accrued such Shares or any part thereof may be
purchased at any time thereunder until the expiration or termination of the
Option.

A-2

29

10. TAX WITHHOLDING.  With respect to any Option the Committee may, in its
discretion and subject to such rules as the Committee may adopt, permit an
Employee to satisfy, in whole or in part, any withholding tax obligation which
may arise in connection with the exercise of such option by electing to (a) have
the Company collect or withhold cash; or (b) deliver to the Company, on the date
on which the amount of tax to be withheld is determined (the "Tax Date"), Shares
owned prior to such Option exercise having a Fair Market Value equal to the
amount of the withholding tax; or (c) a combination of (a) and (b).

11. TERMINATION OF EMPLOYMENT, DEATH OR DISABILITY.  If the employment of
an Employee by the Company is terminated for cause, all the Option rights of
such Employee, whether or not exercisable, under any then outstanding Option
shall terminate immediately. If the employment of the Employee is terminated for
any reason other than for cause, Retirement, death or Disability, an Option
shall be exercisable by such Employee or a personal representative at any time
prior to the expiration date of the Option or within ninety (90) days after the
date of such termination, whichever is the shorter period, but only to the
extent of the accrued right to exercise at the date of such termination. In the
event of Retirement, an Option shall be exercisable by such Employee at any time
prior to the expiration date of the Option or within two (2) years after the
date of such Retirement, whichever is the shorter period, but only to the extent
of the accrued right to exercise at the date of Retirement. In the event of
death or Disability of an Employee while in the employ of the Company, all
Options of such Employee then outstanding shall become immediately exercisable.
In the event of death of an Employee, all Options of such Employee shall be
exercisable by the person or the persons to whom those rights pass by will or by
the laws of descent and distribution or, if appropriate, by the legal
representative of the estate of the deceased Employee at any time within two (2)
years after the date of such death, regardless of the expiration date of the
Option. In the event of Disability of an Employee all Options of such Employee
shall be exercisable by the Employee or, if incapacitated, by a legal
representative at any time within two (2) years of the date of determination of
Disability regardless of the expiration date of the Options.

12. RESTRICTIONS ON TRANSFER.  No Option granted under the Plan shall be
transferable by an Employee other than by will or, if the Employee dies
intestate, by the laws of descent and distribution of the state of such
Employee's domicile at the time of death. An Option shall be exercisable during
the lifetime of an Employee only by such Employee or, if incapacitated because
of Disability, by a legal representative.

13. CAPITAL ADJUSTMENTS AFFECTING STOCK.

13.1 GENERAL.  In the event of a capital adjustment resulting from a stock
dividend, stock split, reverse stock split, reorganization, merger,
consolidation, combination or exchange of stock, spinoff or other change in
corporate structure or capitalization affecting the Stock, the number of Shares
or other Stock or securities subject to the Plan and the number of Shares or
other Stock or securities subject to Options shall be adjusted in a manner
consistent with such capital adjustment. The purchase price of the Shares, Stock
or other securities subject to Options shall be adjusted so that there will be
no material change in the aggregate purchase price payable upon exercise of any
such Options or other options or rights granted; provided, however, that such
adjustments shall be made in a manner which preserves, without exceeding, the
then existing value of the Option.

13.2 1993 RESTRUCTURING.

(a) In connection with the Distribution [as defined in the Distribution
Agreement between the Company and Galen Health Care, Inc. ("Galen") dated as of
January 19, 1993 (the "Distribution Agreement"), effective immediately prior to
the Distribution Date, as defined in the Distribution Agreement], each
outstanding Option shall be adjusted so as to represent two (2) separately
exercisable options; one to purchase Company common stock (an "Adjusted Humana
Option"), and the other to purchase Galen common stock (an "Adjusted Galen
Option") (collectively the "Adjusted Options"). Each Adjusted Option shall be
exercisable for a number of shares equal to the number of Shares subject to
purchase under the unexercised portion of the related Option at the time the
Adjusted Option is issued, and except as set forth in this Section 13.2, each
Adjusted Option shall continue to be subject to the terms and conditions that
applied to the related Option. The exercise price of each Adjusted Option shall
be adjusted to reflect the Distribution by allocating the aggregate exercise
price of the related Option between the Adjusted Humana Option and the

A-3

30

Adjusted Galen Option proportionately such that the exercise price per Share
purchasable under each Adjusted Humana Option shall be equal to the product of
the exercise price per Share under the related Option multiplied by a fraction,
the numerator of which is the Fair Market Value of a Share and the denominator
of which is the sum of the Fair Market Value of one (1) Share and one (1) share
of Galen common stock. For this purpose, the Fair Market Value of a Share of
Company common stock and Galen common stock shall be the average of the closing
sales prices per share of such Company common stock and Galen common stock,
respectively, as quoted on the New York Stock Exchange Composite Tape for each
of the twenty (20) trading days beginning on the tenth (10th) day following the
Distribution Date. If there is no closing sale price reported on the New York
Stock Exchange Composite Tape for either the Shares or Galen common stock for
one (1) or more days during such period, the determination shall be made
utilizing the earliest twenty (20) days following the tenth (10th) day following
the Distribution on which closing sales prices are reported for such stock.

(b) Notwithstanding anything to the contrary contained in the Plan or any
Option Agreement, each Adjusted Humana Option held by a Galen Holder (as defined
in the Employee Benefits Allocation Agreement between the Company and Galen) on
the Distribution Date shall be fully, one hundred percent (100%) exercisable and
shall remain exercisable until its expiration on the earlier of (i) the date on
which the Galen Holder's related Adjusted Galen Option expires or terminates
pursuant to its terms, or (ii) the date which is the second (2nd) anniversary of
the Distribution Date. For this purpose, the term Galen Holder refers to any
person who, immediately following the Distribution, is an employee or director
of Galen.

14. CORPORATE MERGERS, ACQUISITIONS, ETC.  The Committee may grant Options
or, with the consent of the Option holder, modify Options under the Plan to
include such provisions as it deems necessary and in the best interest of the
Company and the Employee to preserve for the Employee the benefits of any
appreciation of the underlying Stock during the term of the Option, which
benefits might otherwise be lost as a result of (a) the acquisition by any
single entity or group of affiliated entities of at least fifty (50%) percent of
the outstanding Company Stock, or (b) a reorganization, merger or consolidation
of the Company as a result of which the Company is not the surviving
corporation, or (c) a sale of all or substantially all of the assets of the
Company to another entity. The Committee may also grant Options having terms and
provisions which vary from those specified in the Plan, provided that any
Options granted pursuant to this Section 14 are granted in substitution for or
in connection with the assumption of existing Options granted by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company is a party.

15. LIMITED RIGHTS.  The Committee may grant a limited right (a "Limited
Right") to the holder of any Option granted under the Plan (the "Related
Option") with respect to all or some of the Shares covered by such Related
Option. A Limited Right may be exercised only at least six (6) months after its
date of grant and during the period beginning on the first day following (a) the
acquisition by any single entity or group of affiliated entities (other than the
Company or any of its subsidiaries) of at least fifty (50%) percent of the
outstanding Company Stock, or (b) receipt of stockholder approval of a
definitive agreement providing for the reorganization, merger or consolidation
of the Company in which the Company is not the surviving corporation, or
providing for a sale of all or substantially all of the assets of the Company to
another entity, and ending seven (7) months following such date. Upon exercise
of a Limited Right, the Related Option shall cease to be exercisable to the
extent of the Shares with respect to which such Limited Right is exercised but
shall be considered to have been exercised to that extent for purposes of
determining the number of Shares available for the grant of further Options
pursuant to the Plan.

The term "Spread" as used in this Section shall mean with respect to the
exercise of any Limited Right an amount equal to the product of (a) the excess
of the Fair Market Value per Share of the Company's Stock on the date of
exercise over the per Share exercise price under the Related Option times (b)
the number of Shares with respect to which such Limited Right is being
exercised.

Upon exercise of a Limited Right, the holder thereof shall receive an
amount equal to the value of such Spread.

A-4

31

The Committee may impose such additional conditions or limitations on
Limited Rights as it deems necessary or desirable to secure for the holders
thereof the benefits of Section 16 of the Exchange Act or any successor
provision in effect at the time of grant or exercise of such rights, or as it
may otherwise deem advisable.

No Limited Right shall be transferable except by will or by the laws of
descent and distribution. During the life of a holder of a Limited Right, the
Limited Right shall be exercisable only by that person.

16. INCENTIVE STOCK OPTIONS.  Notwithstanding anything to the contrary in
this Plan, in the case of an Incentive Stock Option, each Option Agreement shall
be subject to any term, condition or provision as the Committee determines are
necessary or desirable in order to qualify the Option as an Incentive Stock
Option.

17. AMENDMENT TO THE PLAN.  The Board shall have the right to amend,
suspend or terminate the Plan at any time without the approval of Stockholders
of the Company, to the extent such approval is not required pursuant to the
Exchange Act.

18. EFFECTIVE DATE AND TERM OF THE PLAN.  The effective date of the Plan is
March 2, 1989. No Options may be granted under the Plan after March 1, 1999.

19. MAXIMUM OPTIONS TO AN INDIVIDUAL EMPLOYEE.  Commencing on February 18,
--------------------------------------------------------------------------
1993 (the "Commencement Date") and continuing thereafter for the remaining term
- -------------------------------------------------------------------------------
of the Plan, no individual employee may be granted Options to purchase Shares in
- --------------------------------------------------------------------------------
excess of fifteen percent (15%) of the sum of 2,917,459 Shares (the number of
- -----------------------------------------------------------------------------
Shares available under the Plan on the Commencement Date) plus all increases in
- -------------------------------------------------------------------------------
the total number of Shares authorized under the Plan over 6,600,000 (the total
- ------------------------------------------------------------------------------
authorized Shares at the Commencement Date).
- -------------------------------------------- 

(Note: Underlined portions indicate the effect of amendments to the Plan to
be approved by the stockholders at the 1994 Annual Meeting.)

A-5

32

EXHIBIT B

HUMANA INC.

1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
AS AMENDED

1. PURPOSE.  The purpose of this plan (the "Plan") is to aid Humana Inc., a
Delaware corporation (the "Company"), in attracting capable individuals to serve
on the Company's Board of Directors and to provide a long-range inducement for
such individuals to continue to serve on the Board, to acquire a permanent stake
in the Company with the interest and outlook of an owner, and to realize an
economic benefit from any future appreciation in the price of the Company's
common stock. These objectives will be promoted through the granting to such
individuals of Options to acquire Shares of common stock of the Company pursuant
to the terms of the Plan.

2. DEFINITIONS AND INTERPRETATION.

2.1 The following terms, whenever used in this Plan, shall have the
meanings set forth below:

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as in effect
from time to time, or any successor thereto, together with rules,
regulations and interpretations promulgated thereunder.

(c) "Committee" shall mean the Compensation Committee of the Board or
such other committee of the Board that is designated by the Board to
administer the Plan. The Committee shall be constituted to permit the Plan
to comply with Rule 16(b) promulgated under the Exchange Act or any
successor rule and shall initially consist of not less than two (2) members
of the Board, all of whom are Disinterested Persons and are ineligible to
receive awards under the Plan.

(d) "Disability" shall mean total disability as determined by the
Committee in accordance with standards and procedures similar to those
under the Company's long-term disability plan.

(e) "Disinterested Person" shall mean a person who qualifies as a
"disinterested person" under Section 16 of the Exchange Act.

(f) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended and in effect from time to time, or any successor statute, together
with rules, regulations and interpretations promulgated thereunder.

(g) "Fair Market Value" as of any date shall mean the average of the
highest and lowest price of the Stock in the reported consolidated trading
of the New York Stock Exchange-listed securities. If there are no Stock
transactions reported for such date, the determination shall be made as of
the last immediately preceding date on which Stock transactions were
reported. If there shall be any material alteration in the present system
of reporting sales prices of the Stock, or if the Stock shall no longer be
listed on the New York Stock Exchange, or if the Internal Revenue Service
shall otherwise define "fair market value," the Fair Market Value of the
Stock as of a particular date shall be determined in such a method as shall
be determined by the Committee.

(h) "Non-Qualified Option" shall mean any option not intended to be an
Incentive Stock Option.

(i) "Option" shall mean an option to purchase Shares pursuant to this
Plan.

(j) "Option Agreement" shall mean an agreement between the Company and
an Optionee setting forth the terms and conditions of the Option.

33

(k) "Retirement" shall mean retirement from the Board of the Company
on or after the normal retirement date specified in the Company's
retirement policy for members of the Board or such earlier retirement date
as approved by the Committee for the purposes of this Plan.

(l) "Shares" shall mean shares of Stock.

(m) "Stock" shall mean the common stock, $.16 2/3 par value per share
of the Company.

2.2 GENDER AND NUMBER.  Except when otherwise indicated by context,
reference to the masculine gender shall include the feminine gender and any
term used in the singular shall also include the plural.

3. ADMINISTRATION.  The Board shall appoint the Committee to administer
the Plan. The members of the Committee shall not be eligible to receive Options
and shall be Disinterested Persons. In accordance with and subject to the
provisions of the Plan, the Committee shall grant Options in accordance with the
formula established in Section 6, determine the Option period, and when Options
may be exercised, and shall establish such other provisions of the Option
Agreement as the Committee may deem necessary or desirable. From time to time
the Committee may adopt such rules and regulations for carrying out the Plan as
it may deem proper and in the best interest of the Company. The interpretation
of any provision of the Plan by the Committee shall be final.

4. ELIGIBILITY.  Each non-employee individual who for the first time
becomes a member of the Board ("Optionee") shall be eligible to receive Options
under the Plan. At no time will an Option be granted to an individual who is not
a Disinterested Person at the time of grant.

5. STOCK AVAILABLE FOR OPTIONS.  The Stock to be subject to Options under
the Plan may be either authorized and unissued or held in the Treasury of the
Company. The total amount of Shares for which Options may be granted under the
Plan shall not exceed 13,600,000 shares. This number will be reduced by any
----------
Options granted under the 1989 Stock Option Plan for Employees. Such number of
Shares is subject to adjustment as provided in Section 14. In the event that an
Option granted under the Plan to any Optionee expires or is terminated, any
unexercised shares covered thereby shall be available for the granting of
Options under the Plan.

6. OPTION FORMULA.  Options granted pursuant to the Plan may occur only
once per Optionee upon the initial date of election to the Board. The number of
shares granted shall be fifteen thousand (15,000) at the Fair Market Value of
such initial date of election.

7. TYPE OF OPTION.  The Committee shall determine the type or types of
Options to be made to each Optionee and shall set forth in a related Option
Agreement the terms, conditions and limitations applicable to each grant,
including but not limited to those specified in the Plan.

8. OPTION PRICE.  The Option exercise price per Share purchasable under an
Option shall be determined by the Committee at the time of grant, but in no
event shall the exercise price of an Option be less than one hundred percent
(100%) of the Fair Market Value of the Stock on the date of the grant of such
Option.

9. OPTION TERM.  The term of each Option shall be ten (10) years.

10. EXERCISE OF OPTION.  The Committee shall have full authority in its
discretion to determine when Options may be exercised, including the ability to
accelerate exercise dates of Options previously granted under the Plan. The
purchase price of the Shares as to which an Option shall be exercised shall be
paid in full at the time of exercise at the election of the holder of an Option
(a) in cash or currency of the United States of America, (b) by tendering to the
Company Shares then owned by having a Fair Market Value equal to the cash
exercise price applicable to the purchase price of the Shares as to which an
Option is being exercised, or (c) partly in cash and partly in Shares valued at
Fair Market Value. Such Fair Market Value for the tendered Shares shall be
determined as of the close of the business day immediately preceding the day on
which the Option is exercised. Fractional Shares will not be issued. The right
to purchase Shares shall be cumulative so that when the right to purchase any
Shares has accrued such Shares or any part thereof may be purchased at any time
thereunder until the expiration or termination of the Option.

B-2

34

11. TAX WITHHOLDING.  With respect to any Option the Committee may, in its
discretion and subject to such rules as the Committee may adopt, permit an
Optionee to satisfy, in whole or in part, any withholding tax obligation which
may arise in connection with the exercise of such option by electing to (a) have
the Company withhold or collect cash; or (b) deliver to the Company on the date
on which the amount of tax to be withheld is determined (the "Tax Date") Shares
owned prior to such Option exercise having a Fair Market Value equal to the
amount of the withholding tax; or (c) a combination of (a) and (b).

12. RESIGNATION, RETIREMENT, DEATH OR DISABILITY.  If an Optionee is
removed from the Board for cause, all of the Option rights of such Optionee,
whether or not exercisable, under any then outstanding Option shall terminate
immediately. If Optionee resigns for any reason other than for cause,
Retirement, death or Disability, an Option shall be exercisable by such Optionee
or personal representative at any time prior to the expiration date of the
Option or within ninety (90) days after the date of such termination, whichever
is the shorter period, but only to the extent of the accrued right to exercise
at the date of such termination. In the event of Retirement, an Option shall be
exercisable by such Optionee at any time prior to the expiration date of the
Option or within two (2) years after the date of such Retirement, whichever is
the shorter period, but only to the extent of the accrued right to exercise at
the date of Retirement. In the event of death or Disability of an Optionee while
serving on the Board of the Company, all Options of such Optionee then
outstanding shall become immediately exercisable. In the event of death of an
Optionee, all Options of such Optionee shall be exercisable by the person or the
persons to whom those rights pass by will or by the laws of descent and
distribution or, if appropriate, by the legal representative of the estate of
the deceased Optionee at any time within two (2) years after the date of such
death, regardless of the expiration date of the Options. In the event of
Disability of an Optionee all Options of such Optionee shall be exercisable by
the Optionee or if incapacitated, by a legal representative at any time within
two (2) years of the date of determination of Disability regardless of the
expiration date of the Options.

13. RESTRICTIONS ON TRANSFER.  No Option granted under the Plan shall be
transferable by an Optionee other than by will or, if the Optionee dies
intestate, by the laws of descent and distribution of the state of such
Optionee's domicile at the time of death. An Option shall be exercisable during
the lifetime of an Optionee only by such Optionee or, if incapacitated because
of Disability, by a legal representative.

14. CAPITAL ADJUSTMENTS AFFECTING STOCK.

14.1 GENERAL.  In the event of a capital adjustment resulting from a stock
dividend, stock split, reverse stock split, reorganization, merger,
consolidation, combination or exchange of stock, spinoff or other change in
corporate structure or capitalization affecting the stock, the number of Shares
or other Stock or securities subject to the Plan and the number of Shares or
other Stock or securities subject to Options shall be adjusted in a manner
consistent with such capital adjustment. The purchase price of the Shares, Stock
or other securities subject to Options shall be adjusted so that there will be
no material change in the aggregate purchase price payable upon exercise of any
such Options or other options or rights granted; provided, however, that such
adjustments shall be made in a manner which preserves, without exceeding, the
then existing value of the Option.

14.2 1993 RESTRUCTURING.  In connection with the Distribution [as defined
in the Distribution Agreement between the Company and Galen Health Care, Inc.
("Galen") dated as of January 19, 1993 (the "Distribution Agreement") effective
immediately prior to the Distribution Date, as defined in the Distribution
Agreement], each outstanding Option shall be adjusted so as to represent two (2)
separately exercisable options; one to purchase Company common stock (an
"Adjusted Humana Option"), and the other to purchase Galen common stock (an
"Adjusted Galen Option") (collectively the "Adjusted Options"). Each Adjusted
Option shall be exercisable for a number of shares equal to the number of Shares
subject to purchase under the unexercised portion of the related Option at the
time the Adjusted Option is issued, and except as set forth in this Section
14.2, each Adjusted Option shall continue to be subject to the terms and
conditions that applied to the related Option. The exercise price of each
Adjusted Option shall be adjusted to reflect the Distribution by allocating the
aggregate exercise price of the related Option between the Adjusted Humana
Option and the Adjusted Galen Option proportionately such that the exercise
price per Share purchasable under each Adjusted Humana Option shall be equal to
the product of the exercise price per Share under the

B-3

35

related Option multiplied by a fraction, the numerator of which is the Fair
Market Value of a Share and the denominator of which is the sum of the Fair
Market Value of one (1) Share and one (1) share of Galen common stock. For this
purpose, the Fair Market Value of a Share of Company common stock and Galen
common stock shall be the average of the closing sales prices per share of such
Company common stock and Galen common stock, respectively, as quoted on the New
York Stock Exchange Composite Tape for each of the twenty (20) trading days
beginning on the tenth (10th) day following the Distribution Date. If there is
no closing sale price reported on the New York Stock Exchange Composite Tape for
either the Shares or Galen common stock for one (1) or more days during such
period, the determination shall be made utilizing the earliest twenty (20) days
following the tenth (10th) day following the Distribution on which closing sales
prices are reported for such stock.

15. CORPORATE MERGERS, ACQUISITIONS, ETC.  The Committee may grant Options
or, with the consent of the Option holder, modify Options under the Plan to
include such provisions as it deems necessary and in the best interest of the
Company and the Optionee to preserve for the Optionee the benefits of any
appreciation of the underlying Stock during the term of the Option which
benefits might otherwise be lost as a result of (a) the acquisition by any
single entity or group of affiliated entities of at least fifty percent (50%) of
the outstanding Company Stock, or (b) a reorganization, merger or consolidation
of the Company as a result of which the Company is not the surviving
corporation, or (c) a sale of all or substantially all of the assets of the
Company to another entity. The Committee may also grant Options having terms and
provisions which vary from those specified in the Plan provided that any Options
granted pursuant to this Section 15 are granted in substitution for or in
connection with the assumption of existing Options granted by another
corporation and assumed or otherwise agreed to be provided for by the Company
pursuant to or by reason of a transaction involving a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation to which the Company is a party.

16. LIMITED RIGHTS.  The Committee may grant a limited right (a "Limited
Right") to the holder of any Option granted under the Plan (the "Related
Option") with respect to all or some of the Shares covered by such Related
Option. A Limited Right may be exercised only at least six (6) months after its
date of grant and during the period beginning on the first (1st) day following
(a) the acquisition by any single entity or group of affiliated entities (other
than the Company or any of its subsidiaries) of at least fifty percent (50%) of
the outstanding Company Stock, or (b) receipt of stockholder approval of a
definitive agreement providing for the reorganization, merger or consolidation
of the Company in which the Company is not the surviving corporation, or
providing for a sale of all or substantially all of the assets of the Company to
another entity, and ending seven (7) months following such date. Upon exercise
of a Limited Right, the Related Option shall cease to be exercisable to the
extent of the Shares with respect to which such Limited Right is exercised but
shall be considered to have been exercised to that extent for purposes of
determining the number of Shares available for the grant of further Options
pursuant to the Plan.

The term "Spread" as used in this Section shall mean, with respect to the
exercise of any Limited Right, an amount equal to the product of (a) the excess
of the Fair Market Value per Share of the Company's Stock on the date of
exercise over the per Share exercise price under the Related Option times (b)
the number of Shares with respect to which such Limited Right is being
exercised.

Upon exercise of a Limited Right, the holder thereof shall receive an
amount equal to the value of such Spread.

The Committee may impose such additional conditions or limitations on
Limited Rights as it deems necessary or desirable to secure for the holders
thereof the benefits of Section 16 of the Exchange Act or any successor
provision in effect at the time of grant or exercise of such rights, or as it
may otherwise deem advisable.

No Limited Right shall be transferable except by will or by the laws of
descent and distribution. During the life of a holder of a Limited Right, the
Limited Right shall be exercisable only by that person.

17. AUTOMATIC GRANTS.  In addition to the one-time grants which shall be
------------------------------------------------------------------------
made hereunder pursuant to Section 3, commencing on January 3, 1994 and on the
- ------------------------------------------------------------------------------
first (1st) business day of each January
- ----------------------------------------

B-4

36

thereafter, grants of Options to purchase five thousand (5,000) Shares of
- -------------------------------------------------------------------------
Company Stock will automatically be made to each non-employee director of the
- -----------------------------------------------------------------------------
Company who has been a director continuously for at least the full calendar year
- --------------------------------------------------------------------------------
prior thereto. Each such automatic grant will be for Non-Qualified Options at
- -----------------------------------------------------------------------------
the Fair Market Value of the Stock on date of grant and will vest and become
- ----------------------------------------------------------------------------
exercisable one (1) year thereafter. The term of each such Option shall be ten
- ------------------------------------------------------------------------------
(10) years.
- -----------

18. AMENDMENT TO THE PLAN.  The Board shall have the right to amend,
suspend or terminate the Plan at any time without the approval of stockholders
of the Company, to the extent such approval is not required pursuant to the
Exchange Act.

19. EFFECTIVE DATE AND TERM OF THE PLAN.  The effective date of the Plan is
March 2, 1989. No Options may be granted under the Plan after March 1, 1999.

(NOTE: Underlined portions indicate the effect of amendments to the Plan to
be approved by the stockholders at the 1994 Annual Meeting.)

B-5

37

EXHIBIT C

HUMANA INC.

EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN -- GROUP A
CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
CORPORATE

I. OBJECTIVES

The objectives of the Humana Inc. Executive Management Incentive
Compensation Plan (the "Plan") are:

A. To reward executive management for their efforts in optimizing the
profitability and growth of Humana Inc. (the "Company") consistent with the
Company's mission of achieving unequaled, measurable quality and
productivity and with other goals of the Company, its stockholders and its
employees.

B. To provide significant opportunity for those members of executive
management who have major profit responsibility within the Company.

II. ELIGIBILITY AND AWARDS

A. Membership in this Plan will consist of the Chief Executive Officer
and the Chief Operating Officer of the Company (the "Participants") plus
any other executive officers as chosen by the Compensation Committee of the
Board of Directors of the Company (the "Compensation Committee"). The
Compensation Committee will notify Participants of their selection prior to
the commencement of each fiscal year.

B. Incentive compensation will be computed by measuring (i) the
Company's achievement of actual consolidated net income ("Consolidated Net
Income") for each fiscal year against Consolidated Net Income objectives
established by the Compensation Committee for each fiscal year prior to the
commencement thereof, or (ii) such other performance goals as may be
established by the Compensation Committee from time to time and approved by
the Company's shareholders in accordance with Internal Revenue Service
regulations promulgated under Section 162(m) of the Internal Revenue Code.

C. Incentive compensation for a fiscal year shall be based on the
Participant's salary at the beginning of such fiscal year exclusive of any
bonus or fringe benefits paid or accrued during such fiscal year
("Salary"). The maximum incentive compensation paid for any fiscal year to
any Participant shall not exceed one hundred percent (100%) of Salary; the
precise percentage earned shall be based upon a schedule of target goals as
to Consolidated Net Income established pursuant to Section II(B) above. The
Compensation Committee may not increase this maximum but may, in its sole
discretion, decrease the amount of incentive compensation to be paid for
any fiscal year to an amount less than would be payable based on the
Company's actual performance for that year. Notwithstanding anything herein
to the contrary, the maximum incentive compensation paid for any fiscal
year to any Participant may not exceed One Million Dollars ($1,000,000).

D. The Company's actual Consolidated Net Income for each fiscal year
will be determined in accordance with generally accepted accounting
principles; provided, however, that (i) the effects of accounting policy
changes from the prior fiscal year and unusual non-recurring gains and
losses will be excluded, and (ii) incentive compensation generated pursuant
to incentive plans of the Company, including this Plan, shall be accrued
and deducted as an expense for such fiscal year.

E. Incentive compensation is earned in addition to consideration for
merit and promotional increases under the Company's wage and salary
program. Incentive compensation will be paid to Participants on or before
March 15 following the close of the fiscal year in respect of which it was
earned.

38

III. ADMINISTRATION OF THIS PLAN

This Plan shall be administered by the Compensation Committee, which shall
have full power and final authority to construe, interpret and administer the
Plan. Following the close of a fiscal year and before any payments are made
hereunder for that fiscal year, the Compensation Committee must certify in
writing whether and to what extent the performance goals have been satisfied. No
member of the Compensation Committee shall be personally liable for damage, in
the absence of bad faith, for any act or omission with respect to service on the
Committee.

IV. ELIGIBILITY DURING FISCAL YEAR

Subject to the discretion of the Compensation Committee as set forth in
Section II(C) of this Plan, an individual who becomes a Participant in this Plan
due to employment, transfer or promotion during the fiscal year will be eligible
to receive partial incentive compensation based upon the Participant's Salary
for the period of time eligible and the level of achievement in relation to
targeted goals for the entire fiscal year. In no event, however, will partial
payments be made for any period of time of less than two (2) months.

V. INELIGIBILITY DURING FISCAL YEAR

A Participant in this Plan who becomes ineligible during the fiscal year
due to transfer or change of position shall cease to be eligible for further
participation in this Plan on the date of transfer or change to the ineligible
position. Subject to the discretion of the Compensation Committee as set forth
in Section II(C) of this Plan, if the Participant, prior to the date of transfer
or change, has been a Participant in the Plan for a minimum of two (2) calendar
months of the fiscal year, the Participant will be eligible to receive partial
incentive compensation based upon the Participant's Salary for such period of
time and the level of achievement in relation to targeted goals for the entire
fiscal year.

VI. TERMINATION OF EMPLOYMENT; LEAVE OF ABSENCE

Subject to the discretion of the Compensation Committee as set forth in
Section II(C) of this Plan, a Participant who has been employed (i) during the
entire fiscal year for which incentive compensation is to be paid, but whose
employment is terminated, voluntarily or involuntarily (other than for cause),
or who is granted a leave of absence after the end of such fiscal year and prior
to the payment date therefor will be eligible to receive his/her full incentive
compensation with respect to such fiscal year as determined in accordance with
the provisions of this Plan, or (ii) through the first two (2) calendar months
of any fiscal year, but whose employment is terminated, voluntarily or
involuntarily (other than for cause), or who is granted a leave of absence after
the end of the first two (2) calendar months of any fiscal year but prior to the
end of such fiscal year will be eligible to receive partial incentive
compensation with respect to such fiscal year based upon the Participant's
Salary for the period of time he/she was a Participant at the level of
achievement in relation to targeted goals for the entire fiscal year. A
Participant whose employment is terminated for cause or whose employment is
terminated for any other reason prior to the end of the first two (2) calendar
months of such fiscal year shall not be eligible to receive any incentive
compensation under this Plan other than those amounts which have been paid to
him/her prior to the date he/she is terminated.

VII. DEFERRED COMPENSATION

A Participant in this Plan may irrevocably elect to defer receipt of any
amount earned pursuant to this Plan, provided such election is made in writing.
The terms of any deferred compensation arrangement must be approved in writing
by the Chairman of the Compensation Committee and the Participant. Any amount
deferred pursuant to this Plan will bear interest at a rate determined by the
Compensation Committee.

VIII. COMPANY'S RIGHT TO TERMINATE

The Company shall have the right to terminate this Plan, with or without
notice, in whole or in part, at any time.

C-2

39

IX. GENERAL PROVISIONS

A. No person has any claim or right to be included in this Plan or to
be granted incentive compensation under this Plan until such individual has
been declared a Participant and received an official written notice thereof
in accordance with the procedures as set forth in this Plan. In addition,
all of the requirements and applicable rules and regulations of this Plan
must have been met including, but not limited to the availability of funds
for incentive compensation awards and the determination by the Compensation
Committee of the extent to which targeted goals have been met.

B. The designation of an individual as a Participant under this Plan
does not in any way alter the nature of the Participant's employment
relationship.

X. SHAREHOLDER APPROVAL

Notwithstanding anything herein to the contrary, this Plan is subject to
and conditioned upon the approval of the Company's shareholders at the May 26,
1994 annual meeting of shareholders.

C-3

40
HUMANA INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR 1994 ANNUAL MEETING OF
STOCKHOLDERS

The undersigned hereby appoints David A. Jones and Wayne T. Smith, and each of
them, their attorneys and agents, with full power of substitution to vote as
Proxy for the undersigned, as herein stated, at the annual meeting (the
"MEETING") of stockholders of Humana Inc. to be held in the Auditorium on the
25th Floor of the Humana Building, 500 West Main Street, Louisville, Kentucky on
Thursday, the 26th day of May, 1994 at 10 A.M., and at any postponements or
adjournments thereof, according to the number of votes the undersigned would be
entitled to vote if personally present on the proposals set forth below.

The Board of Directors recommends a vote FOR the following proposals:

1. FOR / / the election of K. Frank Austen, M.D., Michael E. Gellert, John R.
Hall, David A. Jones, David A. Jones, Jr., Irwin Lerner, W. Ann Reynolds,
Ph.D. and Wayne T. Smith as Directors except as indicated below, or WITHHOLD
AUTHORITY / / to vote for all nominees in such election. INSTRUCTION: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH
THE NOMINEE'S NAME ABOVE .

2. Proposal to amend the Company's 1989 Stock Option Plan for Employees as more
fully described in the Proxy Statement relating to the Meeting (the "PROXY
STATEMENT").
FOR  / /            AGAINST  / /            ABSTAIN  / /

3. Proposal to amend the Company's 1989 Stock Option Plan for Non-Employee
Directors as more fully described in the Proxy Statement .
FOR  / /            AGAINST  / /            ABSTAIN  / /

4. Proposal to approve the new Executive Management Incentive Compensation Plan
as more fully described in the Proxy Statement.
FOR  / /            AGAINST  / /            ABSTAIN  / /

5. In their discretion, the Proxies are authorized to vote upon such other
matters as may come before the Meeting.

41

THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED.               PLEASE COMPLETE, DATE, SIGN
IF NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED                   AND RETURN THIS PROXY IN THE
IN FAVOR OF THE PROPOSALS.                                ACCOMPANYING ENVELOPE.
The undersigned hereby revokes any proxy heretofore given to vote             Date:                          , 1994
or act with respect to the Meeting.                            ________________________________
SIGNATURE
________________________________
SIGNATURE (if held jointly)
Signatures of stockholders should
correspond exactly with the names
shown on this proxy card. Attorneys,
trustees, executors, administrators,
guardians and others signing in a
representative capacity should
designate their full titles. When
shares are held by joint tenants,
both should sign. If a corporation,
please sign in full corporate name by
authorized officer. If a partner-
ship, please sign in partnership name
by authorized person.