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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(MARK ONE)
(X)              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

OR

(  )           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM             TO
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COMMISSION FILE NUMBER 1-5975

HUMANA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                      61-0647538
(STATE OF INCORPORATION)                           (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
500 WEST MAIN STREET
LOUISVILLE, KENTUCKY                                  40202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 502-580-1000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                            ON WHICH REGISTERED
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COMMON STOCK, $.16 2/3 PAR VALUE                                    NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

NONE

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
YES    X                       NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of the Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in the Registrant's definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
-----
The aggregate market value of voting stock held by non-affiliates of the
Registrant as of March 1, 1994, was $2,933,544,705 calculated using the average
price on such date of $19.50. The number of shares outstanding of the
Registrant's Common Stock as of March 1, 1994, was 160,534,362.

DOCUMENTS INCORPORATED BY REFERENCE

Part II and portions of Part IV incorporate herein by reference the
Registrant's 1993 Annual Report to Stockholders; a portion of Part III
incorporates herein by reference the Registrant's Proxy Statement to be filed
pursuant to Regulation 14A covering the Annual Meeting of Stockholders scheduled
to be held May 26, 1994.
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PART I

ITEM 1.  BUSINESS

GENERAL

Humana Inc. is a Delaware corporation organized in 1961. Its principal
executive offices are located at 500 West Main Street, Louisville, Kentucky
40202, and its telephone number at that address is (502) 580-1000. As used
herein, the term "the Company" includes Humana Inc. and its subsidiaries.

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.

Since 1983, the Company has offered managed health care products which
integrate financing and management with the delivery of health care services
through a network of providers who share financial risk or who have incentives
to deliver cost-effective medical services. These products are marketed
primarily through health maintenance organizations ("HMOs") and preferred
provider organizations ("PPOs") that encourage, and in most HMO products
require, use of contracting providers. HMOs and PPOs also control health care
costs by various other means, including the use of utilization controls such as
pre-admission approval for hospital inpatient services and pre-authorization of
outpatient surgical procedures.

The HMO and PPO products of the Company are primarily marketed to employer
and other groups ("Commercial") and Medicare-eligible individuals. The products
marketed to Medicare-eligible individuals are either HMO products that provide
health care services which include all Medicare benefits, and in certain
circumstances, additional health care services that are not included in Medicare
benefits ("Medicare risk") or indemnity insurance policies that supplement
Medicare benefits ("Medicare supplement"). Since 1983, the growth in the
Company's HMO business has been primarily attributable to acquisitions, while
the growth in its PPO business has been exclusively from internally produced
sales.

COMMERCIAL PRODUCTS

HMOs

An HMO provides prepaid health care services to its members through primary
care and specialty physicians employed by the HMO at facilities owned by the
HMO, or through a network of independent primary care and specialty physicians
and other health care providers who contract with the HMO or the primary care
physician to furnish such services. Primary care physicians include internists,
family practitioners and pediatricians. Generally, access to specialty
physicians and other health care providers must be approved by the member's
primary care physician. These other health care providers include, among others,
hospitals, nursing homes, home health agencies, pharmacies, mental health and
substance abuse centers, diagnostic centers, optometrists, outpatient surgery
centers, dentists, urgent care centers, and durable medical equipment suppliers.
Because access to these other health care providers must be approved by the
primary care physician, the HMO product is the most restrictive form of managed
care.

At December 31, 1993, the Company owned and operated ten HMOs, which
contract with approximately 27,400 physicians (including approximately 5,900
primary care physicians) and 480 hospitals. In addition, the Company has
approximately 1,300 contracts with other providers to provide services to HMO
members. The Company also employed approximately 450 physicians in its HMOs.

An HMO member pays a monthly fee which generally covers, with minimal
co-payments, health care services received or approved by the member's primary
care physician. For the year ended December 31, 1993, Commercial HMO premium
revenues totaled approximately $1.4 billion or 43 percent of the Company's

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premium revenues of $3.1 billion. Approximately $168 million of the Company's
premium revenues for the year ended December 31, 1993, were derived from
contracts with the United States Office of Personnel Management ("OPM") under
which the Company provides health care benefits to approximately 122,700 federal
civilian employees and their dependents. Pursuant to these contracts, payments
made by OPM may be retrospectively adjusted downward by OPM if an audit
discloses that a comparable product was offered by the Company to a similarly
sized subscriber group using a rating formula which resulted in a lower premium
rate than that offered to OPM.

PPOs

PPO products include many elements of managed health care. In a PPO, the
enrollee is encouraged, through financial incentives, to use preferred health
care providers which have contracted with the PPO to provide services at
favorable rates. PPOs are also similar to traditional health insurance because
they provide an enrollee with the freedom to choose a physician or other health
care provider.

At December 31, 1993, approximately 24,300 physicians and 480 hospitals
contracted with the Company to provide services to PPO enrollees. In addition,
the Company has approximately 1,300 contracts with other providers to provide
services to PPO enrollees.

For the year ended December 31, 1993, premium revenues from Commercial PPOs
totaled $357 million or 11 percent of the Company's premium revenues of $3.1
billion.

MEDICARE PRODUCTS

Medicare is a federal program that provides persons age 65 and over and
some disabled persons certain hospital and medical insurance benefits, which
include hospitalization benefits for up to 90 days per incident of illness plus
a lifetime reserve aggregating 60 days. Each Medicare eligible individual is
entitled to receive inpatient hospital care (Part A) without the payment of any
premium, but is required to pay a premium to the federal government, which is
annually adjusted, to be eligible for physician and other services (Part B).

Even though participating in both Part A and Part B of Medicare,
beneficiaries are still required to pay certain deductible and co-insurance
amounts. They may, if they choose, supplement their Medicare coverage by
purchasing policies which pay these deductibles and co-insurance amounts. Many
of these policies also cover other services (such as prescription drugs) which
are not included in Medicare coverage. These policies are known as Medicare
supplement policies.

Certain managed care companies which operate HMOs contract with the federal
government's Health Care Financing Administration ("HCFA") to provide medical
benefits to Medicare-eligible individuals residing in the geographic areas in
which their HMOs operate in exchange for a fixed monthly payment from HCFA per
enrollee. Individuals who elect to participate in these Medicare risk programs
are relieved of the obligation to pay some or all of the deductible or
co-insurance amounts but are required to use exclusively the services provided
by the HMO. Other than the Part B premium paid by the enrollee to the Medicare
program, the enrollee does not pay the HMO a premium for these services except
where the benefits provided by the HMO exceed the benefits provided by the
Medicare program.

Medicare Risk

As discussed above, a Medicare risk product involves a contract between an
HMO and HCFA pursuant to which HCFA makes a fixed monthly payment to the HMO on
behalf of each Medicare-eligible individual who chooses to enroll for coverage
by the HMO. Enrollment may be terminated by the member upon 30 days' notice. The
fixed monthly payment is determined and adjusted annually by HCFA, and takes
into account, among other things, the cost of providing medical care in the
geographic area where the member resides.

The Company markets a variety of Medicare risk HMO products. All of these
products provide an enrolled individual with all of the benefits covered by the
Medicare program but relieve the enrolled individual of the obligation to pay
deductibles and co-insurance that would otherwise apply. Some of these products
also

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provide additional benefits not covered by Medicare, such as vision and dental
care services and prescription drugs.

Where competitive conditions permit, the Company also charges a premium to
members (in addition to the payment from HCFA) for some of the Medicare risk
products. At December 31, 1993, approximately 73,300 members in nine markets
were paying premiums which totaled $51 million for the year ended December 31,
1993.

The Company provides Medicare risk services under seven contracts with HCFA
("HCFA Contracts") in 10 markets. At December 31, 1993, HCFA Contracts covered
approximately 270,800 Medicare risk members for which the Company received HCFA
revenues of approximately $1.2 billion or 40 percent of the Company's premium
revenues for the year ended December 31, 1993, of $3.1 billion. At December 31,
1993, one such HCFA Contract covered approximately 210,000 members in Florida.
For the year ended December 31, 1993, this Florida HCFA Contract accounted for
$1 billion or 80 percent of the Company's HCFA revenues of approximately $1.2
billion or 32 percent of the Company's total premium revenues. Each HCFA
Contract is renewed each December 31 unless HCFA or the Company terminates it
upon at least 90 days' notice prior thereto. Management believes termination of
the HCFA Contract covering the members in Florida would have a material adverse
effect on the Company's revenues, profitability and business prospects.
Moreover, changes in the Medicare risk program, such as reduction in payments by
HCFA or mandated increases in benefits without corresponding increases in
payments, could also have a material adverse effect on the Company's revenues,
profitability and business prospects.

Effective January 1, 1994, payments under the Company's HCFA Contracts
increased by an average of approximately 3 percent. Although annual increases
have varied significantly, increases have averaged approximately 7 percent over
the last five years, including the increase of January 1994.

Medicare Supplement

The Company's Medicare supplement product is an insurance policy which pays
for hospital deductibles, co-payments and co-insurance for which the Medicare
program participant is responsible.

Under the terms of existing Medicare supplement policies, the Company may
not reduce or cancel the benefits contracted for by policyholders. These
policies are annually renewable by the insured at the Company's prevailing
rates, which may increase subject to approval by appropriate state insurance
regulators.

At December 31, 1993, the Company provided Medicare supplement benefits to
approximately 153,600 members. Premium revenues derived from this product for
the year ended December 31, 1993, totaled $132 million.

PROVIDER ARRANGEMENTS

The Company's HMOs contract with individual or groups of primary care
physicians, generally for an actuarially determined, fixed, per-member-per-month
fee called a "capitation" payment. These contracts typically obligate primary
care physicians to provide or arrange for the provision of all covered health
care services to HMO members, including health care services provided by
specialty physicians and other health care providers. The capitation payment
does not vary with the nature or extent of health care services arranged for or
provided to the member and is generally designed to shift all or part of the
HMO's financial risk to the primary care physician. However, the degree to which
the Company shifts its risk varies by provider. The Company remains financially
responsible for the provision of or payment for such health care services if a
primary care physician fails to perform his or her obligations under the
contract. The Company also employs 450 physicians in markets where it operates
staff model HMOs. The Company is directly responsible for all health care
services provided by these employed physicians. In order to control costs,
improve quality and create comprehensive networks, the Company also contracts
with medical specialists and other providers to which a primary care physician
may refer a member. Typically, payments by the Company to these specialists and
other providers reduce the ultimate payment that otherwise would be made to a
primary care physician.

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The Company's HMOs and PPOs contract for hospital services generally under
a per diem payment arrangement for inpatient hospital services and a discounted
fee-for-service payment arrangement for outpatient services. The Company's PPOs
contract on a per diem or discounted basis with other health care providers.

Many of the physicians who contract with the Company's HMOs also contract
with its PPOs to provide services to enrollees at discounted fees. In addition,
in a number of markets the Company's PPOs contract with physicians who have not
contracted with its HMOs.

Physician participation in the Company's HMOs and PPOs is conditioned upon
meeting its HMOs' and PPOs' requirements concerning the physician's professional
qualifications.

Effective with the consummation of the Spinoff, the Company entered into a
three-year operating agreement with Galen whereby the Company will use the
services of Galen's hospitals guaranteeing certain minimum utilization levels.
The rate increases charged for such services are defined under the terms of the
agreement. Commercial rate increases are limited to the lesser of the increase
in the hospital Consumer Price Index or the Company's premium rate increases,
less 1 percent. The Medicare risk rate increases are equal to the percentage
adjustment in HCFA's market specific hospital payment rate to the Company.
During the year ended December 31, 1993, 16 percent of the Company's total
medical costs were incurred in Galen's hospitals.

MARKETING

Individuals become members of the Company's Commercial HMOs and PPOs
through their employer or other groups which typically offer employees or
members a selection of health care products, pay for all or part of the premiums
and make payroll deductions for any premiums payable by the employees. The
Company attempts to become an employer's or group's exclusive source of health
care benefits by offering HMO and PPO products that provide cost-effective
quality care consistent with the health care needs and expectations of the
employees or members.

The Company uses various methods to market its Commercial and Medicare
products, including television, radio, telemarketing and mailings. At December
31, 1993, the Company used approximately 2,000 independent licensed brokers and
agents and 160 licensed employees to sell its Commercial products. Many employer
groups are represented by insurance brokers and consultants who assist these
groups in the design and purchase of health care products. The Company generally
pays brokers a commission based on premiums, with commissions varying by market
and premium volume. At December 31, 1993, approximately 260 independent licensed
brokers and 430 employed sales representatives, who are each paid a salary
and/or per member commission, marketed the Company's Medicare products.

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The following table lists the Company's Commercial, Medicare risk and
Medicare supplement membership at December 31, 1993, by market and product:

MEMBERS
---------------------------------------------------------------------
COMMERCIAL
---------------------       MEDICARE        MEDICARE
MARKET            PPO           HMO           RISK         SUPPLEMENT         TOTAL
----------------------  -------       -------       --------       ----------       ---------

Chicago, IL              25,900       266,900         23,700             100          316,600
Corpus Christi, TX       11,200        21,400          5,200           3,900           41,700
Daytona, FL               4,100        15,800         18,000           3,500           41,400
Kansas City, MO           3,000        84,900          6,700           5,100           99,700
Las Vegas, NV             7,600        14,100                          4,600           26,300
Lexington, KY            38,400        35,400                          7,600           81,400
Louisville, KY           15,300       177,300          2,600          28,000          223,200
Orlando, FL               7,400        30,700         22,300           3,700           64,100
Phoenix, AZ               2,900        19,700         12,400           3,900           38,900
San Antonio, TX          28,700        60,600         10,200           5,600          105,100
South Florida, FL(1)     53,900       152,200        107,600           3,300          317,000
Tampa, FL                15,100        66,300         62,100           6,100          149,600
Others                   14,500        40,700                         78,200          133,400
-------       -------       --------       ----------       ---------
TOTAL                   228,000       986,000        270,800         153,600        1,638,400
-------       -------       --------       ----------       ---------
-------       -------       --------       ----------       ---------

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(1) Includes Dade, Broward and Palm Beach counties.

The Company acquired an HMO in Washington, D.C., with approximately 125,000
members for $55 million on February 28, 1994.

The Company's 25 largest group contracts at December 31, 1993, accounted
for approximately 33 percent of total Commercial membership. No one group
contract accounted for as much as 5 percent of the Company's Commercial product
premium revenues; however, certain employer groups accounted for a significant
percentage of Commercial insurance premiums in some markets. The loss of one or
more of these contracts in a particular market could have a material adverse
effect on the Company's operations in that market.

CONTROL OF HEALTH CARE COSTS

The focal point for cost control in the Company's HMOs is the primary care
physician, whether employed or under contract, who provides services and
controls utilization of services by directing or approving hospitalization and
referrals to specialists and other health care providers. Cost control in the
Company's PPOs is achieved through obtaining discounts from participating health
care providers. With respect to both HMO and PPO products, cost control is
further achieved through use of a utilization review system managed by the
Company designed to reduce unnecessary hospital admissions and lengths of stay
and unnecessary or inappropriate medical procedures.

New technologies (which typically require substantial expenditures),
inflation, increasing hospital costs and numerous other external factors may
adversely affect the ability of the Company to control health care costs in the
future.

RISK MANAGEMENT

Through the use of internally developed underwriting criteria, the Company
determines the risk it is willing to assume and the amount of premium to charge
for its Commercial products. Employer and other groups must meet the Company's
underwriting standards in order to qualify to contract with the Company for
coverage. Underwriting techniques are not employed in connection with Medicare
risk HMO products

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because of HCFA regulations that require the Company to accept all eligible
Medicare applicants regardless of their health or prior medical history.

COMPETITION

The health care benefit industry is highly competitive and contracts for
the sale of Commercial products are generally bid or renewed annually. The
Company's competitors vary by local market and include Blue Cross/Blue Shield
(including HMOs and PPOs owned by Blue Cross/Blue Shield plans), national
insurance companies and other HMOs and PPOs. Many of the Company's competitors
have larger enrollments in local markets or greater financial resources. The
Company's ability to sell its products and to retain customers is influenced by
such factors as benefits, pricing, contract terms, number and quality of
participating physicians and other health care providers, utilization review,
claims processing and administrative efficiency.

GOVERNMENT REGULATION

Of the Company's 13 licensed HMO subsidiaries, six are qualified under the
Federal Health Maintenance Organization Act of 1973, as amended. Four of these
six subsidiaries are parties to HCFA Contracts to provide Medicare risk HMO
products in 10 markets.

An HMO which is federally qualified may require employers with more than 25
employees that offer health insurance benefits to include federally qualified
HMO products as an option available to their employees. To obtain federal
qualification, an HMO must meet certain requirements, including conformance with
financial criteria, a standard method of rate setting, a comprehensive benefit
package, and prohibition of medical underwriting of individuals. In certain
markets, and for certain products, the Company operates HMOs that are not
federally qualified because this provides greater flexibility with respect to
product design and pricing than is possible for federally qualified HMOs.

HCFA audits Medicare risk HMOs at least biannually and may perform other
reviews more frequently to determine compliance with federal regulations and
contractual obligations. These audits include review of the HMOs' administration
and management (including management information and data collection systems),
fiscal stability, utilization management and incentive arrangements, health
services delivery, quality assurance, marketing, enrollment activity, claims
processing and complaint systems. HCFA regulations require quarterly and annual
submission of financial statements and restrict the number of Medicare risk
enrollees to no more than the HMO's Commercial enrollment in a specified service
area. HCFA regulations also require independent review of medical records and
quality of care, review and approval by HCFA of all advertising, marketing and
communication materials, and independent review of all denied claims and service
complaints which are not resolved in favor of a member.

Laws in each of the states in which the Company operates its HMOs and PPOs
regulate its operations, including the scope of benefits, rate formula, delivery
systems, utilization review procedures, quality assurance, enrollment
requirements, claim payments, marketing and advertising. The PPO products
offered by the Company are sold under insurance licenses issued by the
applicable state insurance regulators. The Company's HMOs and PPOs are required
to be in compliance with certain minimum capital requirements. These
requirements must be satisfied by investing in approved investments that
generally cannot be used for other purposes. Under state laws, the Company's
HMOs and PPOs are audited by state departments of insurance for financial and
contractual compliance, and its HMOs are audited for compliance with health
services standards by respective state departments of health.

Management believes that the Company is in substantial compliance with all
governmental laws and regulations affecting its business.

NATIONAL HEALTH CARE REFORM

Congress is in the process of evaluating a number of legislative proposals
that would effect major changes in the United States health care system. Among
the proposals under consideration are government imposed cost controls, measures
to increase the availability of group health insurance coverage to employees,
and the

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creation of statewide health alliances that would cover individuals and families
not enrolled in large employer health plans. Legislative reform is not
anticipated before the latter part of 1994 and implementation of any reform
package could take several additional years. In general, managed care is being
considered as a means by which health care costs may be reduced. Although
management believes the Company is well positioned to take advantage of the
opportunities which will be afforded by national health care reform, it is not
possible to predict the final form these proposals will take or the affect these
proposals may have on the Company's operations.

STATE HEALTH CARE REFORM

During 1993, the State of Florida adopted health care reform legislation
which, among other things, established a mechanism through which small employers
and self-employed individuals may acquire health care coverage through state
chartered non-profit entities known as Community Health Purchasing Alliances
(CHPAs). It is intended the CHPAs will also be used to acquire insurance for
state employees and Medicaid beneficiaries in the future. The legislation
divides the state into 11 geographic areas and establishes a separate CHPA in
each area. Humana intends to offer products in each of these geographic areas.

In order to sell health care coverage to CHPA membership, an entity must
register as an Accountable Health Partnership (AHP). An AHP may be either an
insurer or an HMO and must specify in which geographic areas it wishes to offer
its product. There are other requirements relating to organization, grievance
procedures, terminations and product offerings for AHPs. Applicable Company HMOs
and PPOs are in the process of registering as AHPs.

Certain other states in which the Company operates are also actively
pursuing health care reform; however, at this time it is not possible to predict
the ultimate impact on the Company's operations.

OTHER RELATED PRODUCTS

The Company offers administrative services to employers who self-insure
their employee health benefits. At December 31, 1993, the Company provided
claims processing, utilization review and other administrative services to 40
self-insured employer groups, for approximately 63,700 employees and employee
dependents. For the year ended December 31, 1993, revenues from these services
totaled approximately $5 million.

The Company operates a prescription drug management service which
administers drug benefit programs for various HMOs and PPOs, including those of
the Company. For the year ended December 31, 1993, prescription drug management
service revenues from third-party customers totaled approximately $3 million.

On June 30, 1993, the Company acquired the operations of a dental services
company which provides dental products to employer groups, HMOs and PPOs,
including those of the Company. Since the acquisition, dental service revenues
from third-party customers totaled approximately $2 million.

On March 3, 1994, the Company acquired a minority interest in a mental
health HMO, which will provide services to the Company's members in certain
markets as well as to third-party customers.

OTHER BUSINESSES

Hospital

The Company operates a 170-bed hospital in Lexington, Kentucky, which was
contributed to the Company by Galen in connection with the Spinoff. The hospital
provides care primarily to members of the Company's managed care plans in
Lexington. The Company is currently reviewing alternatives for the ultimate sale
or third-party management of the hospital.

Captive Insurance Company

The Company insures substantially all professional liability risks through
a wholly-owned subsidiary (the "Captive Subsidiary") which was incorporated in
January 1993 in the State of Vermont. Previous to the Captive Subsidiary
beginning operations in February 1993, professional liability risks were insured
by a

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subsidiary of Galen. In connection with the Spinoff, the Captive Subsidiary and
the Galen subsidiary entered into a loss portfolio reinsurance agreement whereby
the Captive Subsidiary will indemnify the Galen subsidiary, subject to aggregate
limits, against all liabilities incurred by the Galen subsidiary related to the
professional liability risks of the Company prior to September 1, 1993.

Centralized Management Services

Centralized management services are provided to each health plan from the
Company's headquarters. These services include management information systems,
financing, personnel, development, accounting, legal advice, public relations,
marketing, insurance, purchasing, risk management, actuarial, underwriting and
claims processing.

EMPLOYEES

As of December 31, 1993, the Company and its subsidiaries had approximately
8,800 full-time employees.

ITEM 2.  PROPERTIES

The Company owns its principal executive office, which is located in the
Humana Building, 500 West Main Street, Louisville, Kentucky 40202.

The Company provides medical services in medical centers owned or leased
ranging in size from approximately 1,200 to 80,000 square feet. The Company's
administrative market offices are generally leased, with square footage ranging
from 1,000 to 75,000. The following chart lists the location of properties used
in the operation of the Company at December 31, 1993:

MEDICAL       ADMINISTRATIVE           
CENTERS          OFFICES               
--------------   --------------           
STATES AND DISTRICTS      OWNED   LEASED   OWNED   LEASED   TOTAL   
---------------------------  -----   ------   -----   ------   -----   

Alabama                                                  2        2    
Arizona                                                  2        2    
District of Columbia                                     2        2    
Florida                         7      51               16       74    
Illinois                        7      19                5       31    
Indiana                         1                                 1    
Kansas                          1       5                         6    
Kentucky                        8       3                1       12    
Missouri                        2       8                1       11    
Nevada                                           1                1    
Ohio                                                     1        1    
Texas                           5       2                4       11    
-----     --     -----     --     -----   
TOTAL                31      88        1      34      154    
-----     --     -----     --     -----   
-----     --     -----     --     -----   

In addition, the Company owns buildings in Louisville, Kentucky, and San
Antonio, Texas, and leases a facility in Jacksonville, Florida, which are used
for customer service and claims processing. The Louisville facility also
performs enrollment processing and other corporate functions.

The Company also owns a hospital and medical office building in Lexington,
Kentucky.

ITEM 3.  LEGAL PROCEEDINGS

1. A class action law suit styled Mary Forsyth, et al v. Humana Inc., et al,
Case #CV-5-89-249-PMP(L.R.L.), was filed on March 29, 1989, in the United
States District Court for the District of Nevada (the "Forsyth" case). The
claims asserted by plaintiffs included an ERISA count seeking $49,440,000 of
damages plus approximately $15,396,000 of interest, a RICO count seeking
$103,562,165 of damages (before trebling) plus approximately $31,800,000 of
interest, and an antitrust count for an unspecified

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amount of damages which appears to be similar to those sought in the RICO
count. Despite allegations made by the plaintiffs, the Company considered the
substance of these claims to be a dispute concerning the calculation of
health insurance benefits and believed the claimed damages were greatly in
excess of any possible recovery even if plaintiffs were successful on every
claim asserted.

On July 21, 1993, summary judgment was entered in favor of the Company on all
counts, although the court granted the co-payer class until August 24, 1993,
to file a third amended complaint in which its members could seek to recover
the difference between their co-insurance payments and what those payments
would have been if co-insurance obligations of the co-payer class had
originally been based on the discounted payments made by Humana Health
Insurance Company of Nevada to Sunrise Hospital and Medical Center, Las
Vegas, Nevada, (now owned by Columbia).

On August 24, 1993, a third amended complaint styled Marietta Cade, et al vs.
Humana Health Insurance of Nevada, Inc., et al was filed seeking damages as
described above. On January 28, 1994, summary judgment was entered in favor
of plaintiffs on this third amended complaint. A subsequent hearing will
ascertain the amount of damages suffered by the co-payer class. The Company
believes the final resolution of this litigation will not have a material
adverse effect on its operations or financial position.

2. 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 plan 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.

Damages for claims for personal injuries and medical benefit denials are
usual in the Company's business. Personal injury claims are covered by insurance
from the Captive Subsidiary and excess carriers, except to the extent that
claimants seek punitive damages, which may not be covered by insurance if
awarded. Punitive damages generally are not paid where claims are settled and
generally are awarded only where there has been a willful act or omission to
act. The Company does not believe that any pending actions will have a material
adverse effect on its consolidated financial condition.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

9

11

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below are names and ages of all of the current executive officers
of the Company as of March 1, 1994, their positions, date of election to such
position and the date first elected an officer of the Company:

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

David A. Jones(1)               62    Chairman of the Board and Chief    08/69     09/64
Executive Officer
Wayne T. Smith                  48    President and Chief Operating      03/93     06/78
Officer and Director
W. Larry Cash                   45    Senior Vice                        09/91     09/82
President -- Finance and
Operations
Karen A. Coughlin               46    Senior Vice President -- Region    02/93     09/88
II
W. Roger Drury                  47    Chief Financial Officer            05/92     09/83
Philip B. Garmon                50    Senior Vice President -- Region    09/88     11/82
I
Ronald S. Lankford, M.D.        42    Senior Vice                        03/93     08/87
President -- Medical Affairs
James E. Murray(2)              40    Vice President and Controller      03/93     08/90
Walter E. Neely                 50    Vice President, General Counsel    03/93     09/88
and Secretary

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

(1) Elected an officer of a predecessor corporation in 1961.
(2) Mr. Murray was appointed Controller of the Company at the time of the
Spinoff, previous to which he served in the capacity of Vice President and
Controller -- Health Plans since August 1990 and Controller -- Health Care
Division since October 1989. From October 1985 to October 1989, he was a
Certified Public Accountant with Coopers & Lybrand.

Executive officers are elected annually by the Company's Board of Directors
and serve until their successors are elected or until resignation or removal.
There are no family relationships among any of the directors or executive
officers of the Company, except that Mr. Jones is the father of David A. Jones,
Jr., a director of the Company. Except for Mr. Murray, all of the above-named
executive officers have been employees of the Company for more than five years.

10

12

PART II

Information for Items 5 through 8 of this Report which appears in the 1993
Annual Report to Stockholders as indicated on the following table is
incorporated by reference in this report:

ANNUAL REPORT
TO
STOCKHOLDERS
PAGE
-------------

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED               
STOCKHOLDER MATTERS                                           37

ITEM 6.    SELECTED FINANCIAL DATA                                       18

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL               
CONDITION AND RESULTS OF OPERATIONS                        19-22

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:                    
Consolidated Financial Statements.                         23-33
Quarterly Financial Information.                              34

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item other than the information set forth
in Part I under the Section entitled "EXECUTIVE OFFICERS OF THE COMPANY", is
herein incorporated by reference from the Registrant's Proxy Statement for the
Annual Meeting of Stockholders scheduled to be held on May 26, 1994, appearing
under the caption "ELECTION OF DIRECTORS OF THE COMPANY FOR 1994" on pages 3
through 6 of the Proxy Statement.

ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item is herein incorporated by reference
from the Registrant's Proxy Statement for the Annual Meeting of Stockholders
scheduled to be held on May 26, 1994, appearing under the caption "EXECUTIVE
COMPENSATION OF THE COMPANY" on pages 9 through 15 of the Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is herein incorporated by reference
from the Registrant's Proxy Statement for the Annual Meeting of Stockholders
scheduled to be held on May 26, 1994, appearing under the caption "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF COMPANY COMMON STOCK" on pages 6
through 8 of the Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

11

13

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The financial statements, financial statement schedules and exhibits set forth below are
filed as part of this report.
(1)  Financial Statements -- The response to this portion of Item 14 is submitted as Item 8
of this report.

(2)  Index to Consolidated Financial Statement Schedules:

Consolidated schedules as of and for the years ended December 31, 1993, December 31,
1992, August 31, 1992, and August 31, 1991, and the four months ended December 31,
1992:
II    Amounts Receivable from Related Parties and Underwriters, Promoters and
Employees Other Than Related Parties
III   Parent Company Financial Information
VIII  Valuation and Qualifying Accounts

All other schedules have been omitted because they are not applicable, not required
or because the required information is contained in the Consolidated Financial
Statements or notes thereto.

(3) Exhibits:

3(a)      Restated Certificate of Incorporation filed with the Secretary of State
of Delaware on November 9, 1989, as restated pursuant to Item 102(c) of
regulation S-T to incorporate the amendment of January 9, 1992, and the
correction of March 23, 1992. Exhibit 4.(i) to the Company's
Post-Effective Amendment to the Registration Statement on Form S-8 (Reg.
No. 33-49305) filed February 2, 1994, is incorporated by reference
herein.
(b)      By-laws, as amended. Exhibit 3(a) to the Company's Current Report on Form
8-K (File No. 1-5975) filed March 5, 1993, is incorporated by reference
herein.
4(a)      Restated Certificate of Incorporation as amended and corrected and
By-laws as amended. (See 3(a) and (b) above.)
(b)      Form of Rights Agreement dated March 5, 1987, between Humana Inc. and
Mid-America Bank of Louisville and Trust Company (the "Rights
Agreement"). Exhibit 1 to the Form SE for the Registration Statement
(File No. 1-5975) on Form 8-A dated March 9, 1987, is incorporated by
reference herein.
(c)      Amendment No. 1, dated December 7, 1992, to the Rights Agreement. Exhibit
1.1 to the Company's Form 8 (File No. 1-5975) filed December 16, 1992, is
incorporated by reference herein.
(d)      Amendment No. 2, dated March 2, 1993, to the Rights Agreement. Exhibit
1.2 to the Company's Form 8 (File No. 1-5975) filed March 2, 1993, is
incorporated by reference herein.
(e)      There are no instruments defining the rights of holders with respect to
long-term debt in excess of 10% of the total assets of the Company and
its subsidiaries on a consolidated basis. Other long-term indebtedness of
the Company is described in Note 7 of Notes to Consolidated Financial
Statements. The Company agrees to furnish copies of all such instruments
defining the rights of the holders of such indebtedness to the Commission
upon request.
10(a)*     1981 Non-Qualified Stock Option Plan, as amended. Exhibit 10(c) to Form
SE filed on November 25, 1987, is incorporated by reference herein.
(b)*     Amendment No. 2 to the 1981 Non-Qualified Stock Option Plan, as amended.
Annex A to the Company's Proxy Statement covering the Annual Meeting of
Stockholders on February 18, 1993, is incorporated by reference herein.
(c)*     1989 Stock Option Plan for Employees. Exhibit A to the Proxy Statement
covering the Annual Meeting of Stockholders on January 11, 1990, is
incorporated by reference herein.
(d)*     Amendment No. 1 to the 1989 Stock Option Plan for Employees. Annex B to
the Company's Proxy Statement covering the Annual Meeting of the
Stockholders on February 18, 1993, is incorporated by reference herein.
(e)*     Amendment No. 2 to the 1989 Stock Option Plan for Employees, filed
herewith.

12

14

10(f)*     1989 Stock Option Plan for Non-Employee Directors. Exhibit B to the Proxy
Statement covering the Annual Meeting of the Stockholders on January 11,
1990, is incorporated by reference herein.
(g)*     Amendment No. 1 to the 1989 Stock Option Plan for Non-Employee Directors.
Annex C to the Company's Proxy Statement covering the Annual Meeting of
Stockholders on February 18, 1993, is incorporated by reference herein.
(h)*     Amendment No. 2 to the 1989 Stock Option Plan for Non-Employee Directors,
filed herewith.
(i)*     Executive Management Incentive Compensation Plan -- Group A, Corporate,
filed herewith.
(j)*     Executive Management Incentive Compensation Plan -- Group I, Corporate,
filed herewith.
(k)*     Regional Incentive Compensation Plan -- Group I, Regional Senior Vice
President, filed herewith.
(l)*     Senior Management Incentive Compensation Plan -- Group II, Corporate,
filed herewith.
(m)*     Stock Bonus Plan. Exhibit A to the Company's Proxy Statement covering the
Annual Meeting of Stockholders on January 10, 1991, is incorporated by
reference herein.
(n)*     Agreement providing for termination benefits in the event of a change of
control, filed herewith.
(o)*     First Amendment to the change of control agreement, filed herewith.
(p)*     Employment Agreement as amended. Exhibit 10(m) to the Company's Annual
Report on Form 10-K filed for the fiscal year ended August 31, 1991,
(File No. 1-5975) is incorporated by reference herein.
(q)*     Directors' Retirement Policy as amended. Exhibit 10(m) to the Company's
Annual Report on Form 10-K filed for the fiscal year ended August 31,
1992, (File No. 1-5975) is incorporated by reference herein.
(r)*     Humana Officers' Target Retirement Plan as amended. Exhibit 10(n) to the
Company's Annual Report on Form 10-K for the fiscal year ended August 31,
1992, (File No. 1-5975) is incorporated by reference herein.
(s)*     Form Letter Agreement concerning Officer's Target Retirement Plan dated
June 18, 1992 for Messrs. Jones and Smith, filed herewith.
(t)*     Humana Thrift Excess Plan. Exhibit 10(hh) to Form SE filed on November
29, 1989, is incorporated by reference herein.
(u)*     Humana Supplemental Executive Retirement Plan. Exhibit 10(ii) to Form SE
filed on November 29, 1989, is incorporated by reference herein.
(v)      Indemnity Agreement. Appendix B to the Proxy Statement covering the
Annual Meeting of the Stockholders held on January 8, 1987, is
incorporated by reference herein.
(w)      Agreement between The Secretary of the Department of Health and Human
Services and Humana Medical Plan, Inc., filed herewith.
(x)      Humana Inc. $200 million Credit Agreement dated January 12, 1994, filed
herewith.
(y)      Operating Agreement between the Company and Galen Health Care, Inc., now
known as Columbia/HCA Healthcare Corporation ("Galen"). Exhibit 10(d) to
the Company's Current Report on Form 8-K filed on March 5, 1993, (the
"8-K"), is incorporated by reference herein.
(z)      Form of Hospital Services Agreement between the Company, Galen and
certain of their respective subsidiaries. Exhibit 10(e) to the 8-K is
incorporated by reference herein.
(aa)     Medicare Supplement Agreement between the Company and Galen. Exhibit
10(f) to the 8-K is incorporated by reference herein.
(bb)     Assumption of Liabilities and Indemnification Agreement between the
Company and Galen. Exhibit 10(g) to the 8-K is incorporated by reference
herein.

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

* Exhibits 10(a) through and including 10(u) are compensatory plans or
management contracts.

13

15

(cc)     Employee Benefits Allocation Agreement between the Company and Galen.
Exhibit 10(h) to the 8-K is incorporated by reference herein.
(dd)     Tax Sharing and Indemnification Agreement between the Company and Galen.
Exhibit 10(i) to the 8-K is incorporated by reference herein.
(ee)     Loss Portfolio Reinsurance Agreement between Health Care Indemnity, Inc.
and Managed Care Indemnity, Inc. Exhibit 10(j) to the 8-K is incorporated
by reference herein.
10(ff)    Lease Agreement between the Company and Galen regarding 500 West Main
Street, Louisville, Kentucky. Exhibit 10(k) to the 8-K is incorporated by
reference herein.
(gg)     Lease Agreement between the Company and Galen regarding 516 West Main
Street, Louisville, Kentucky. Exhibit 10(l) to the 8-K is incorporated by
reference herein.
(hh)     Lease Agreement between the Company and Galen regarding 101 West Main
Street, Louisville, Kentucky. Exhibit 10(m) to the 8-K is incorporated by
reference herein.
(ii)     Lease Agreement between the Company and Galen regarding 708 West Magazine
Street, Louisville, Kentucky. Exhibit 10(n) to the 8-K is incorporated by
reference herein.
(jj)     Lease Agreement between the Company and Galen regarding 8119 Data Point
Drive, San Antonio, Texas. Exhibit 10(o) to the 8-K is incorporated by
reference herein.
(kk)     Intellectual Property Agreement between the Company and Galen. Exhibit
10(p) to the 8-K is incorporated by reference herein.
(ll)     Aircraft Management Agreement between the Company and Galen. Exhibit
10(q) to the 8-K is incorporated by reference herein.
(mm)     Aircraft Interchange Agreement between the Company and Galen. Exhibit
10(r) to the 8-K is incorporated by reference herein.
(nn)     Information Systems Split Agreement between the Company and Galen.
Exhibit 10(s) to the 8-K is incorporated by reference herein.
(oo)     Intercompany Information Systems Agreement between the Company and Galen.
Exhibit 10(t) to the 8-K is incorporated by reference herein.
(pp)     Intercompany Communications Agreement between the Company and Galen.
Exhibit 10(u) to the 8-K is incorporated by reference herein.
(qq)     Alternative Dispute Resolution Agreement between the Company and Galen
dated March 8, 1993, filed herewith.
(rr)     Workers Compensation Administrative Services Agreement between Humana
Health Insurance Company of Florida, Inc., a wholly-owned subsidiary of
the Company, and Galen. Exhibit 10(w) to the 8-K is incorporated by
reference herein.
(ss)     Administrative Services Agreement between Humana Insurance Company, a
wholly-owned subsidiary of the Company, and Galen. Exhibit 10(x) to the
8-K is incorporated by reference herein.
12         Statement re Computation of Ratio of Earnings to Fixed Charges.
13         1993 Annual Report to Stockholders. The Annual Report shall not be deemed
to be filed with the Commission except to the extent that information is
specifically incorporated herein by reference.
21         List of Subsidiaries, filed herewith.
23         Consent of Coopers & Lybrand, filed herewith.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed by the Company during the last quarter of
the period covered by this report.

14

16

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.

HUMANA INC.

By:      /s/  W. ROGER DRURY

------------------------------------
W. Roger Drury
Chief Financial Officer

Date: March 29, 1994

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.

SIGNATURES                                 TITLE                    DATE
- ---------------------------------------------  -------------------------------  ---------------

/s/  JAMES E. MURRAY           Vice President and Controller    March 29, 1994
- ---------------------------------------------    (Principal Accounting
James E. Murray                   Officer)

/s/  DAVID A. JONES          Chairman of the Board and Chief  March 29, 1994
- ---------------------------------------------    Executive Officer
David A. Jones

/s/  WAYNE T. SMITH           President and Chief Operating    March 29, 1994
- ---------------------------------------------    Officer and Director
Wayne T. Smith

/s/  K. FRANK AUSTEN, M.D.         Director                         March 29, 1994
- ---------------------------------------------
K. Frank Austen, M.D.

/s/  MICHAEL E. GELLERT          Director                         March 29, 1994
- ---------------------------------------------
Michael E. Gellert

/s/  JOHN R. HALL           Director                         March 29, 1994
- ---------------------------------------------
John R. Hall

/s/  DAVID A. JONES, JR.         Director                         March 29, 1994
- ---------------------------------------------
David A. Jones, Jr.

/s/  IRWIN LERNER           Director                         March 29, 1994
- ---------------------------------------------
Irwin Lerner

/s/  W. ANN REYNOLDS, Ph.D.         Director                         March 29, 1994
- ---------------------------------------------
W. Ann Reynolds, Ph.D.

15

17

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
Humana Inc.

We have audited the consolidated financial statements and the financial
statement schedules of Humana Inc. as listed in Item 14(a) of this Form 10-K.
These financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedules based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Humana Inc. as
of December 31, 1993, and 1992, and the consolidated results of operations and
cash flows for the years ended December 31, 1993, December 31, 1992, August 31,
1992, and August 31, 1991, and for the four-month period ended December 31,
1992, in conformity with generally accepted accounting principles. In addition,
in our opinion the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.

As discussed in Note 2 to the consolidated financial statements, Humana
Inc. adopted the provisions of Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes", effective September 1, 1991, and the
provisions of Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities", effective December 31,
1993.

COOPERS & LYBRAND

Louisville, Kentucky
January 31, 1994

16

18

HUMANA INC.

SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES
AND UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
FOR THE YEARS ENDED DECEMBER 31, 1993, DECEMBER 31, 1992, AUGUST 31, 1992, AND
AUGUST 31, 1991,
AND THE FOUR MONTHS ENDED DECEMBER 31, 1992
(DOLLARS IN THOUSANDS)

BALANCE AT
BALANCE AT                                  END OF PERIOD
BEGINNING                   AMOUNTS     ----------------------
OF PERIOD     ADDITIONS    COLLECTED    CURRENT    NOT CURRENT
----------    ---------    ---------    -------    -----------

Year ended August 31, 1991:
David K. Jarboe                                $            $ 283        $ 223       $            $  60
----------    ---------    ---------    -------    -----------
$            $ 283        $ 223       $            $  60
----------    ---------    ---------    -------    -----------
----------    ---------    ---------    -------    -----------
Year ended August 31, 1992:
David K. Jarboe                                $ 60                                               $  60
Michael McCallister                                         $ 188        $           $ 188
----------    ---------    ---------    -------    -----------
$ 60         $ 188        $           $ 188        $  60
----------    ---------    ---------    -------    -----------
----------    ---------    ---------    -------    -----------
Four months ended December 31, 1992:
David K. Jarboe                                $ 60                                               $  60
Michael McCallister                             188         $            $ 188       $
----------    ---------    ---------    -------    -----------
$248         $            $ 188       $            $  60
----------    ---------    ---------    -------    -----------
----------    ---------    ---------    -------    -----------
Year ended December 31, 1992:
David K. Jarboe                                $ 60                                               $  60
Michael McCallister                                         $ 188        $ 188       $
----------    ---------    ---------    -------    -----------
$ 60         $ 188        $ 188       $            $  60
----------    ---------    ---------    -------    -----------
----------    ---------    ---------    -------    -----------
Year ended December 31, 1993:
David K. Jarboe                                $ 60                                               $  60(a)
George E. Bennett                                           $ 125        $           $              125(b)
----------    ---------    ---------    -------    -----------
$ 60         $ 125        $           $            $ 185
----------    ---------    ---------    -------    -----------
----------    ---------    ---------    -------    -----------

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

(a)  Noninterest bearing ; collateralized by deed of trust on personal
residence; payable either in periodic installments or upon termination of
employment, sale of residence or default on any collateral instrument
having priority over Humana Inc.'s deed of trust.

(b)  Bears interest at the rate of three percent; collateralized by second
mortgage on personal residence; payable upon sale of residence, termination
of employment or default on any other financing arrangement which is
secured by a mortgage on the residence.

17

19

HUMANA INC.

SCHEDULE III -- PARENT COMPANY FINANCIAL INFORMATION(A)
CONDENSED BALANCE SHEET
DECEMBER 31, 1993 AND 1992
(DOLLARS IN MILLIONS)

ASSETS                              DECEMBER 31,   
--------------- 

1993      1992 
------     ---- 

Cash and cash equivalents                                                     $   27     $
Marketable securities                                                            103        5
Other current assets                                                             168      158
------     ----
Total current assets                                                   298      163

Property and equipment, net                                                      125      142
Investments in subsidiaries                                                      509      271
Long-term marketable securities                                                  110
Other                                                                             35        5
------     ----
TOTAL ASSETS                                                        $1,077     $581
------     ----
------     ----
LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Current liabilities                                                           $  164     $195
Other                                                                             24       10
------     ----
Total liabilities                                                      188      205
Contingencies(b)

Common stock 16 2/3 cents par; authorized 300,000,000 shares; issued
and outstanding 160,343,788 shares -- December 31, 1993                         27
Other stockholders' equity                                                       862      376
------     ----
Total common stockholders' equity                                      889      376
------     ----
TOTAL LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                   $1,077     $581
------     ----
------     ----

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

(a) Parent company financial information has been derived from the consolidated
financial statements of the Company and excludes the accounts of all
operating subsidiaries. This information should be read in conjunction with
the consolidated financial statements of the Company.

(b) In the normal course of business the parent company indemnifies certain of
its subsidiaries for their health plan obligations.

18

20

HUMANA INC.

SCHEDULE III -- PARENT COMPANY FINANCIAL INFORMATION(A)
CONDENSED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1993, DECEMBER 31, 1992,
AUGUST 31, 1992, AND AUGUST 31, 1991,
AND THE FOUR MONTHS ENDED DECEMBER 31, 1992
(DOLLARS IN MILLIONS)

YEARS ENDED        FOUR MONTHS          YEARS ENDED
DECEMBER 31,          ENDED              AUGUST 31,
----------------     DECEMBER 31,       ----------------
1993       1992          1992           1992        1991
----       -----     ------------       -----       ----

Revenues:
Management fees charged to operating
subsidiaries                         $121       $  87         $ 38           $  71       $ 54
Interest income                           14                                        1          1
----       -----          ---           -----       ----
135          87           38              72         55
----       -----          ---           -----       ----
Expenses:
Selling, general and administrative      147         101           30             116        117
Depreciation and amortization             18          19            6              19         12
Restructuring and unusual charges                     58                           58
Interest expense                          16          11            2              13         12
----       -----          ---           -----       ----
181         189           38             206        141
----       -----          ---           -----       ----
Loss before income taxes and equity in
income (loss) of subsidiaries            (46)       (102)                        (134)       (86)
Income tax benefit                          17          34                           45         31
----       -----          ---           -----       ----
Loss before equity in income (loss) of
subsidiaries                             (29)        (68)                         (89)       (55)
Equity in income (loss) of subsidiaries    118         (39)           9             (25)        64
----       -----          ---           -----       ----
Net income (loss)                         $ 89       $(107)        $  9           $(114)      $  9
----       -----          ---           -----       ----
----       -----          ---           -----       ----

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

(a)  Parent company financial information has been derived from the consolidated
financial statements of the Company and excludes the accounts of all
operating subsidiaries. This information should be read in conjunction with
the consolidated financial statements of the Company.

19

21

HUMANA INC.

SCHEDULE III -- PARENT COMPANY FINANCIAL INFORMATION(A)
CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1993, DECEMBER 31, 1992,
AUGUST 31, 1992, AND AUGUST 31, 1991,
AND THE FOUR MONTHS ENDED DECEMBER 31, 1992
(DOLLARS IN MILLIONS)

YEARS ENDED             FOUR            YEARS ENDED
DECEMBER 31,         MONTHS ENDED         AUGUST 31,
---------------       DECEMBER 31,       --------------
1993      1992            1992           1992     1991
-----     -----       ------------       ----     -----

Net cash provided by (used in) operating
activities                              $  20     $ (79)          $(64)          $  9     $ (34)
-----     -----         ------           ----     -----
Cash flows from investing activities:
Net change in property and equipment       (1)        3              5            (18)      (74)
Change in marketable securities          (208)        6             30             (7)       (5)
Parent funding of operating
subsidiaries                          (160)      (19)            (9)           (77)     (103)
Dividends from operating subsidiaries      40        24                            24        44
Other                                     (21)      (39)            18
-----     -----         ------           ----     -----
Net cash (used in) provided by
investing activities           (350)      (25)            44            (78)     (138)
-----     -----         ------           ----     -----
Cash flows from financing activities:
Equity funding from Galen                 383        72                            74       176
Other                                     (26)       32             20             (5)       (4)
-----     -----         ------           ----     -----
Net cash provided by financing
activities                      357       104             20             69       172
-----     -----         ------           ----     -----
Increase in cash and cash equivalents        27
Cash and cash equivalents at beginning
of period
-----     -----         ------           ----     -----
Cash and cash equivalents at end of
period                                  $  27     $               $              $        $
-----     -----         ------           ----     -----
-----     -----         ------           ----     -----

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

(a) Parent company financial information has been derived from the consolidated
financial statements of the Company and excludes the accounts of all
operating subsidiaries. This information should be read in conjunction with
the consolidated financial statements of the Company.

20

22

HUMANA INC.

SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, DECEMBER 31, 1992,
AUGUST 31, 1992, AND AUGUST 31, 1991,
AND THE FOUR MONTHS ENDED DECEMBER 31, 1992
(DOLLARS IN MILLIONS)

ADDITIONS
BALANCE AT   CHARGED TO                   BALANCE
BEGINNING    COSTS AND     DEDUCTIONS    AT END OF
OF PERIOD     EXPENSES    OR WRITEOFFS    PERIOD
----------   ----------   ------------   ---------

Allowance for loss on premiums receivable:

Year ended August 31, 1991                        $ 10          $3           $ (4)         $ 9
Year ended August 31, 1992                           9           7             (5)          11
Four months ended December 31, 1992                 11           3                          14
Year ended December 31, 1992                        10           8             (4)          14
Year ended December 31, 1993                        14           4             (1)          17

21

23

Exhibit Index

Exhibit No.                               Description
-----------                               -----------

3(a)      Restated Certificate of Incorporation filed with the Secretary of State
of Delaware on November 9, 1989, as restated pursuant to Item 102(c) of
regulation S-T to incorporate the amendment of January 9, 1992, and the
correction of March 23, 1992. Exhibit 4.(i) to the Company's
Post-Effective Amendment to the Registration Statement on Form S-8 (Reg.
No. 33-49305) filed February 2, 1994, is incorporated by reference
herein.
(b)      By-laws, as amended. Exhibit 3(a) to the Company's Current Report on Form
8-K (File No. 1-5975) filed March 5, 1993, is incorporated by reference
herein.
4(a)      Restated Certificate of Incorporation as amended and corrected and
By-laws as amended. (See 3(a) and (b) above.)
(b)      Form of Rights Agreement dated March 5, 1987, between Humana Inc. and
Mid-America Bank of Louisville and Trust Company (the "Rights
Agreement"). Exhibit 1 to the Form SE for the Registration Statement
(File No. 1-5975) on Form 8-A dated March 9, 1987, is incorporated by
reference herein.
(c)      Amendment No. 1, dated December 7, 1992, to the Rights Agreement. Exhibit
1.1 to the Company's Form 8 (File No. 1-5975) filed December 16, 1992, is
incorporated by reference herein.
(d)      Amendment No. 2, dated March 2, 1993, to the Rights Agreement. Exhibit
1.2 to the Company's Form 8 (File No. 1-5975) filed March 2, 1993, is
incorporated by reference herein.
(e)      There are no instruments defining the rights of holders with respect to
long-term debt in excess of 10% of the total assets of the Company and
its subsidiaries on a consolidated basis. Other long-term indebtedness of
the Company is described in Note 7 of Notes to Consolidated Financial
Statements. The Company agrees to furnish copies of all such instruments
defining the rights of the holders of such indebtedness to the Commission
upon request.
10(a)*     1981 Non-Qualified Stock Option Plan, as amended. Exhibit 10(c) to Form
SE filed on November 25, 1987, is incorporated by reference herein.
(b)*     Amendment No. 2 to the 1981 Non-Qualified Stock Option Plan, as amended.
Annex A to the Company's Proxy Statement covering the Annual Meeting of
Stockholders on February 18, 1993, is incorporated by reference herein.
(c)*     1989 Stock Option Plan for Employees. Exhibit A to the Proxy Statement
covering the Annual Meeting of Stockholders on January 11, 1990, is
incorporated by reference herein.
(d)*     Amendment No. 1 to the 1989 Stock Option Plan for Employees. Annex B to
the Company's Proxy Statement covering the Annual Meeting of the
Stockholders on February 18, 1993, is incorporated by reference herein.
(e)*     Amendment No. 2 to the 1989 Stock Option Plan for Employees, filed
herewith.

24

Exhibit No.                           Description
-----------                           -----------

10(f)*     1989 Stock Option Plan for Non-Employee Directors. Exhibit B to the Proxy
Statement covering the Annual Meeting of the Stockholders on January 11,
1990, is incorporated by reference herein.
(g)*     Amendment No. 1 to the 1989 Stock Option Plan for Non-Employee Directors.
Annex C to the Company's Proxy Statement covering the Annual Meeting of
Stockholders on February 18, 1993, is incorporated by reference herein.
(h)*     Amendment No. 2 to the 1989 Stock Option Plan for Non-Employee Directors,
filed herewith.
(i)*     Executive Management Incentive Compensation Plan -- Group A, Corporate,
filed herewith.
(j)*     Executive Management Incentive Compensation Plan -- Group I, Corporate,
filed herewith.
(k)*     Regional Incentive Compensation Plan -- Group I, Regional Senior Vice
President, filed herewith.
(l)*     Senior Management Incentive Compensation Plan -- Group II, Corporate,
filed herewith.
(m)*     Stock Bonus Plan. Exhibit A to the Company's Proxy Statement covering the
Annual Meeting of Stockholders on January 10, 1991, is incorporated by
reference herein.
(n)*     Agreement providing for termination benefits in the event of a change of
control, filed herewith.
(o)*     First Amendment to the change of control agreement, filed herewith.
(p)*     Employment Agreement as amended. Exhibit 10(m) to the Company's Annual
Report on Form 10-K filed for the fiscal year ended August 31, 1991,
(File No. 1-5975) is incorporated by reference herein.
(q)*     Directors' Retirement Policy as amended. Exhibit 10(m) to the Company's
Annual Report on Form 10-K filed for the fiscal year ended August 31,
1992, (File No. 1-5975) is incorporated by reference herein.
(r)*     Humana Officers' Target Retirement Plan as amended. Exhibit 10(n) to the
Company's Annual Report on Form 10-K for the fiscal year ended August 31,
1992, (File No. 1-5975) is incorporated by reference herein.
(s)*     Form Letter Agreement concerning Officer's Target Retirement Plan dated
June 18, 1992 for Messrs. Jones and Smith, filed herewith.
(t)*     Humana Thrift Excess Plan. Exhibit 10(hh) to Form SE filed on November
29, 1989, is incorporated by reference herein.
(u)*     Humana Supplemental Executive Retirement Plan. Exhibit 10(ii) to Form SE
filed on November 29, 1989, is incorporated by reference herein.
(v)      Indemnity Agreement. Appendix B to the Proxy Statement covering the
Annual Meeting of the Stockholders held on January 8, 1987, is
incorporated by reference herein.
(w)      Agreement between The Secretary of the Department of Health and Human
Services and Humana Medical Plan, Inc., filed herewith.
(x)      Humana Inc. $200 million Credit Agreement dated January 12, 1994, filed
herewith.
(y)      Operating Agreement between the Company and Galen Health Care, Inc., now
known as Columbia/HCA Healthcare Corporation ("Galen"). Exhibit 10(d) to
the Company's Current Report on Form 8-K filed on March 5, 1993, (the
"8-K"), is incorporated by reference herein.
(z)      Form of Hospital Services Agreement between the Company, Galen and
certain of their respective subsidiaries. Exhibit 10(e) to the 8-K is
incorporated by reference herein.
(aa)     Medicare Supplement Agreement between the Company and Galen. Exhibit
10(f) to the 8-K is incorporated by reference herein.
(bb)     Assumption of Liabilities and Indemnification Agreement between the
Company and Galen. Exhibit 10(g) to the 8-K is incorporated by reference
herein.

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

* Exhibits 10(a) through and including 10(u) are compensatory plans or
management contracts.

25

Exhibit No.                         Description
-----------                         -----------

(cc)     Employee Benefits Allocation Agreement between the Company and Galen.
Exhibit 10(h) to the 8-K is incorporated by reference herein.
(dd)     Tax Sharing and Indemnification Agreement between the Company and Galen.
Exhibit 10(i) to the 8-K is incorporated by reference herein.
(ee)     Loss Portfolio Reinsurance Agreement between Health Care Indemnity, Inc.
and Managed Care Indemnity, Inc. Exhibit 10(j) to the 8-K is incorporated
by reference herein.
10(ff)    Lease Agreement between the Company and Galen regarding 500 West Main
Street, Louisville, Kentucky. Exhibit 10(k) to the 8-K is incorporated by
reference herein.
(gg)     Lease Agreement between the Company and Galen regarding 516 West Main
Street, Louisville, Kentucky. Exhibit 10(l) to the 8-K is incorporated by
reference herein.
(hh)     Lease Agreement between the Company and Galen regarding 101 West Main
Street, Louisville, Kentucky. Exhibit 10(m) to the 8-K is incorporated by
reference herein.
(ii)     Lease Agreement between the Company and Galen regarding 708 West Magazine
Street, Louisville, Kentucky. Exhibit 10(n) to the 8-K is incorporated by
reference herein.
(jj)     Lease Agreement between the Company and Galen regarding 8119 Data Point
Drive, San Antonio, Texas. Exhibit 10(o) to the 8-K is incorporated by
reference herein.
(kk)     Intellectual Property Agreement between the Company and Galen. Exhibit
10(p) to the 8-K is incorporated by reference herein.
(ll)     Aircraft Management Agreement between the Company and Galen. Exhibit
10(q) to the 8-K is incorporated by reference herein.
(mm)     Aircraft Interchange Agreement between the Company and Galen. Exhibit
10(r) to the 8-K is incorporated by reference herein.
(nn)     Information Systems Split Agreement between the Company and Galen.
Exhibit 10(s) to the 8-K is incorporated by reference herein.
(oo)     Intercompany Information Systems Agreement between the Company and Galen.
Exhibit 10(t) to the 8-K is incorporated by reference herein.
(pp)     Intercompany Communications Agreement between the Company and Galen.
Exhibit 10(u) to the 8-K is incorporated by reference herein.
(qq)     Alternative Dispute Resolution Agreement between the Company and Galen
dated March 8, 1993, filed herewith.
(rr)     Workers Compensation Administrative Services Agreement between Humana
Health Insurance Company of Florida, Inc., a wholly-owned subsidiary of
the Company, and Galen. Exhibit 10(w) to the 8-K is incorporated by
reference herein.
(ss)     Administrative Services Agreement between Humana Insurance Company, a
wholly-owned subsidiary of the Company, and Galen. Exhibit 10(x) to the
8-K is incorporated by reference herein.
12         Statement re Computation of Ratio of Earnings to Fixed Charges.
13         1993 Annual Report to Stockholders. The Annual Report shall not be deemed
to be filed with the Commission except to the extent that information is
specifically incorporated herein by reference.
21         List of Subsidiaries, filed herewith.
23         Consent of Coopers & Lybrand, filed herewith.

1

Exhibit 10(e)

AMENDMENT NUMBER TWO TO HUMANA INC.
1989 STOCK OPTION PLAN FOR EMPLOYEES

This AMENDMENT NUMBER TWO TO HUMANA INC. 1989 STOCK OPTION PLAN FOR
EMPLOYEES ("AMENDMENT") is hereby adopted by HUMANA INC., a Delaware
corporation (the "COMPANY").

WHEREAS, the Company maintains the Humana Inc. 1989 Stock Option Plan
for Employees (the "PLAN"); and

WHEREAS, the Plan has been amended by Amendment Number One dated
December 7, 1992; and

WHEREAS, the Board of Directors has determined that it is desirable to
increase the total amount of Shares for which Options may be granted under the
Plan by 7,000,000 Shares, i.e. from 6,600,000 Shares (the total current
authorized Shares) to 13,600,000 Shares; and

WHEREAS, the Board of Directors has also determined that it is
desirable to establish a maximum number of Options which may be granted to an
individual employee from February 18, 1993 for the remaining term of the Plan
in order to enable the Plan to meet certain exceptions to the non-deductibility
rule contained in Section 162(m) of the Internal Revenue Code.

NOW, THEREFORE, pursuant to the right to amend as set forth in Section
17 of the Plan, effective upon approval by the stockholders of the Company at
the 1994 Annual Meeting of Stockholders, the Plan is hereby amended as
hereinafter set forth.

1.      The second sentence of Section 5 entitled "Stock Available for
Options" is hereby amended by substituting the number "13,600,000" for the
number "4,400,000" (currently adjusted to 6,600,000 due to a 3 for 2 stock
split on July 1, 1991) so that the sentence now reads as follows:

"The total amount of Shares for which Options may be granted
under the Plan shall not exceed 13,600,000 shares."

2.      A new Section 19 is hereby added to the Plan as follows:

"19. MAXIMUM OPTIONS TO AN INDIVIDUAL EMPLOYEE. Commencing on
February 18, 1994 (the "Commencement Date") and continuing thereafter
for the remaining term of the Plan, no individual employee may be

2
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)."

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date set forth below.

HUMANA INC.

Date: January 13, 1994                                      BY: /s/ David A. Jones
------------------
Chairman of the Board
and Chief Executive Officer

2

1

Exhibit 10(h)
AMENDMENT NUMBER TWO TO HUMANA INC.
1989 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

This AMENDMENT NUMBER TWO TO HUMANA INC. 1989 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS ("AMENDMENT") is hereby adopted by HUMANA INC., a
Delaware corporation (the "COMPANY").

WHEREAS, the Company maintains the Humana Inc. 1989 Stock Option Plan
for Non-Employee Directors (the "PLAN"); and 

WHEREAS, the Plan has been amended by Amendment Number One dated
December 7, 1992; and 

WHEREAS, the Board of Directors has determined that it is desirable to
increase the total amount of Shares for which Options may be granted under the
Plan from 6,600,000 Shares (the total current authorized Shares) to 13,600,000
Shares and to provide for automatic grants of Non-Qualified Options to
non-employee directors, all as more fully hereinafter set forth.

NOW, THEREFORE, pursuant to the right to amend as set forth in Section
17 of the Plan, effective upon approval by the stockholders of the Company at
the 1994 Annual Meeting of Stockholders, the Plan is hereby amended as
hereinafter set forth.

1.      The second sentence of Section 5 entitled "Stock Available for
Options" is hereby amended by substituting the number "13,600,000" for the
number "4,400,000" (currently adjusted to 6,600,000 due to a 3 for 2 stock
split on July 1, 1991) so that the sentence now reads as follows:

"The total amount of Shares for which Options may be granted
under the Plan shall not exceed 13,600,000 shares."

2.      A new Section 17 is hereby added to the Plan as follows:

"17. AUTOMATIC GRANTS. In addition to the
onetime 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 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

2

will vest and become exercisable one (1) year thereafter.
The term of each such Option shall be ten (10) years."

3 .     The present Sections 17 and 18 of the Plan entitled "Amendment
to the Plan" and "Effective Date and Term of the Plan," respectively, are
hereby renumbered Sections 18 and 19, respectively.

IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as of the date set forth below.

HUMANA INC.

Date: January 13, 1994

BY: /s/ David A. Jones
------------------
Chairman of the Board and
Chief Executive Officer

2

1
Exhibit 10(i)

HUMANA INC.

EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN - GROUP A

CHIEF EXECUTIVE OFFICER & CHIEF OPERATING OFFICER

CORPORATE

I.       OBJECTIVES

The objectives of the Humana Inc. Executive Management Incentive
Compensation 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.

(1)

2
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 ($1,000,000) dollars.

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 (a) the effects
of accounting policy changes from the prior fiscal year and
unusual non-recurring gains and losses will be excluded, and
(b) 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.

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 his service on the
Committee.

(2)

3
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 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 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 (a)
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 (b) through the first
two 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 calendar
months of

(3)

4
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 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.

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.

(4)

5
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.

(5)

1
Exhibit 10(j)
HUMANA INC.

EXECUTIVE MANAGEMENT INCENTIVE COMPENSATION PLAN - GROUP I

CORPORATE

I.    OBJECTIVES

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

A.     To optimize the profitability and growth of Humana
Inc. (the "Corporation") consistent with Humana's
mission of achieving unequaled, measurable quality
and productivity and with other goals of the 
Corporation, its stockholders and its employees.

B.     To promote teamwork among members of corporate
management, foster cooperation between corporate and
field management, as well as to encourage excellence in
the performance of individual responsibilities.

C.     To provide significant opportunity for those members of
corporate management who have major profit
responsibility within the Corporation.

II.    ELIGIBILITY AND AWARDS

A.      Membership in this Plan will be approved by the Chief
Executive Officer. Individuals selected to participate (a
"Participant") will be notified in writing by the Vice
President of Human Resources.

B.      Incentive compensation funds will be generated by the
Corporation's performance against annual objectives
established by the Compensation Committee. Except as
hereinafter provided, the attainment of such objectives shall
be determined by comparing them against the actual results as
certified by the Corporation's independent accountants. A
Participant's incentive compensation will be earned pursuant
to a schedule attached hereto of target goals established for
each fiscal year by the Compensation Committee (the
"Schedule"). The target goals in the Schedule will be based
upon the Corporation's approved annual business plan.

C.      Incentive compensation shall be based on the Participant's
paid salary, exclusive of any bonus or fringe benefits.  The
maximum incentive compensation paid shall not exceed
one-hundred percent (100%) of such paid salary.

(1)

2

D.      The Board of Directors of the Corporation reserves the right
to pass upon the quality of earnings and to adjust earnings
prior to calculation of incentive compensation awards if such
earnings are not in accordance with the assumptions included
in the Corporation's business plan.

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

III.            EARNINGS PER SHARE OBJECTIVE

The minimum earnings per share objective shall be set by the
Compensation Committee so as to always require an increase in
earnings per share over the prior fiscal year before any
incentive compensation whatsoever may be earned pursuant to
this Plan. That is, should earnings per share decline in any
fiscal year, for whatever reason, there shall be no incentive
compensation paid for such fiscal year. In determining whether
earnings per share objectives have been achieved, incentive
compensation generated for all Incentive Plans shall be
accrued and deducted as an expense for the fiscal year.

IV.            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. No member of the Committee
shall be personally liable for damage, in the absence of bad
faith, for any act or omission with respect to his service on
the Committee.

V.            ELIGIBILITY DURING FISCAL YEAR

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 paid 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 months.

(2)

3

VI.            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. If the
Participant, prior to the date of transfer or change, has been
a Participant in the Plan for a minimum of two calendar months
of the fiscal year, the Participant will be eligible to
receive partial incentive compensation based upon the
Participant's paid salary for such period of time and the
level of achievement in relation to targeted goals for the
entire fiscal year.

VII.            TERMINATION

Except as specifically provided herein to the contrary, in
order to be eligible for incentive compensation, a Participant
must be an active employee at the time incentive compensation
is paid. Termination, voluntary or involuntary, prior to the
date of payment will result in the forfeiture of any incentive
compensation claims for any year.

VIII.            RETIREMENT

A Participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
is retired at or after the end of such fiscal year, will be
eligible for full incentive compensation as determined in
accordance with the provisions of this Plan. If a Participant
retires prior to the end of the fiscal year but after April
30, the Participant will be eligible to receive partial
incentive compensation based upon the Participant's paid
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.

IX.            LEAVE OF ABSENCE OR DISABILITY

A Participant who becomes disabled or who is granted a leave
of absence after April 30 may, at the discretion of the
Compensation Committee, and under such rules as the Committee
may from time to time prescribe, be eligible to receive
partial incentive compensation based upon the Participant's
paid 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.

(3)

4
X.            DEATH

If a Participant has been employed during the entire fiscal
year for which incentive compensation is to be earned, but
dies prior to the date of payment, there will be no forfeiture
and the Participant's estate will be eligible to receive the
Participant's incentive compensation. If a Participant dies
after April 30 and before the end of the fiscal year, the
Participant's estate will be eligible to receive partial
incentive compensation based upon the Participant's paid
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.

XI.            DEFERRED COMPENSATION

A Participant in this Plan may 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.

XII.            CORPORATION'S RIGHT TO MODIFY OR TERMINATE

The Corporation shall have the right to change, modify or
terminate this plan, with or without notice, in whole or in
part, at any time.

XIII.            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 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.

(4)

1

Exhibit 10(k)

Humana Inc.

Regional Incentive Compensation Plan - Group I
Regional Senior Vice President

I.            OBJECTIVES OF THE PLAN

The objectives of the Regional Management Incentive
Compensation Plan are:

1.     To optimize the profitability of Humana Inc., and each
of its facilities consistent with the mission of Humana
Inc.

2.     To promote teamwork among members of management, as
well as encourage excellence in the performance of
individual responsibilities while emphasizing the
improvement of quality patient care and satisfaction.

3.     To provide significant opportunity for those members of
regional management who have major responsibility
within the Corporation.

II.            ELIGIBILITY

Membership in this plan will be approved by the President and
the Senior Vice President/Operations of Humana Inc.

III.            AWARDS

1.     Incentive compensation is generated by performance
against annual objectives established by the President
and the Senior Vice President/Operations of Humana Inc.
as described in Attachment I.

2.     Incentive compensation for individuals shall be based
on the participant's paid salary, exclusive of any
bonus or fringe benefits. The maximum incentive
compensation shall not exceed one-hundred percent
(100%) of paid salary.

3.     All participants will automatically receive
seventy-five percent (75%) of the available incentive
compensation pool generated by performance against
targeted objectives; the remaining twenty-five percent
(25%) will be placed in a fund. All or part of this
fund will be distributed among participants in this
plan on a discretionary basis, which will take into
account executive management's evaluation of
individual performance against personal objectives. Any
amounts remaining in this fund after all payments are
made shall be retained by the Corporation and the fund
shall terminate.

4.     Incentive compensation will be paid to participants
following distribution of the annual report to
shareholders.

5.     Incentive compensation is earned in addition to
consideration for merit and promotional increases under
the Corporation's wage and salary program.

2
Incentive Compensation Plan-Group I
Regional Senior Vice President
Page 2

IV.            EVALUATION OF PERFORMANCE

Evaluation of performance will be based on goals for the
current fiscal year found in Attachment I.

Evaluation of performance against these goals will be the
responsibility of the President and the Senior Vice
President/Operations of Humana Inc. using the attached
schedules. They shall establish a percentage of the incentive
compensation pool that is available for participants in this
plan based on the actual performance versus the attached
incentive compensation measurements.

V.            ADMINISTRATION OF THIS PLAN

The plan shall be administered by the President and the Senior
Vice President/Operations of Humana Inc., and they shall have
full power and final authority to construe, interpret, amend
and administer the plan.

VI.            ELIGIBILITY DURING FISCAL YEAR

An individual who becomes eligible, and with approval by the
President and the Senior Vice President/Operations of Humana
Inc., for participation 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 paid salary for the period of time eligible and
the level of achievement in relation to targeted objectives
for the fiscal year. In no event, however, will partial
payments be made for any period of time of less than two
months.

VII.            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 to the ineligible position. If the
participant, prior to the date of transfer, had been in an
eligible position for a minimum of two calendar months of the
fiscal year, the participant 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 objectives for the fiscal
year.

3
Incentive Compensation Plan-Group I
Regional Senior Vice President
Page 3

VIII.            TERMINATION

Except as specifically provided herein to the contrary, in
order to be eligible for incentive compensation, a participant
must be an active employee at the time incentive compensation
is paid. Termination of employment, voluntary or involuntary,
prior to the date of payment will result in the forfeiture of
any incentive compensation claims for any year.

IX.            RETIREMENT

A participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
is retired at the end of the fiscal year, will be eligible for
full incentive compensation as determined in accordance with
this plan. If a participant retires prior to the end of the
fiscal year, but after April 30, the participant will be
eligible to receive partial incentive compensation based upon
the level of achievement in relation to targeted objectives
for the fiscal year.

X.            LEAVE OF ABSENCE OR DISABILITY

A participant who becomes disabled or who is granted a leave
of absence after April 30 may, at the discretion of the
President and the Senior Vice President/Operations, and under
such rules as the President and the Senior Vice
President/Operations of Humana Inc. may from time to time
prescribe, be eligible to receive partial incentive
compensation based upon the level of achievement in relation
to targeted objectives for the fiscal year.

XI.            DEATH

A participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
dies prior to the date of payment, will be eligible for full
incentive compensation. If participant dies after April 30 and
before the end of the fiscal year, the participant's estate
will be eligible to receive partial incentive compensation
based upon the level of achievement in relation to targeted
objectives for the fiscal year.

XII.            QUALITY OF EARNINGS

The Chief Executive Officer reserves the right to pass upon
the quality of earnings and to reduce any suspect earnings
prior to calculation of Incentive Compensation awards.

4
Incentive Compensation Plan-Group I
Regional Senior Vice President
Page 4

XIII.            PROFIT OBJECTIVE

Incentive Compensation generated for the Groups shall be
accrued and deducted as an expense for the fiscal year in
determining whether profit objectives have been achieved.

XIV.            GENERAL PROVISIONS

1.     Any deviation from accepted operating practices and
accounting, including but not by way of limitation,
unreasonable deferral of preventive or other
maintenance, late processing of invoices or
inconsistent accounting practices, significant
adjustments to data, whether or not done by
participant, may, at the discretion of the President of
Humana Inc., reduce or forfeit a participant's claim or
award under this plan.

2.     No individual employee or any other 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, the determination of the extent to which goals
have been met and the individual performance
evaluations.

3.     The designation of an individual as a participant under
this plan does not alter the nature of the
participant's employment relationship.

XV.            CORPORATION'S RIGHT TO MODIFY OR TERMINATE

The corporation shall have the right to change, modify, or
terminate this plan, with or without notice, in whole or in
part, at any time.

1
Exhibit 10(l)

HUMANA INC.

SENIOR MANAGEMENT INCENTIVE COMPENSATION PlAN - GROUP II

CORPORATE

I.            OBJECTIVES

The objectives of the Humana Inc. Senior Management Incentive
Compensation Plan are:

A.     To optimize the profitability and growth
of Humana Inc. (the "Corporation")
consistent with Humana's mission of
achieving unequaled, measurable quality
and productivity and with other goals of
the Corporation, its stockholders and its
employees.

B.     To promote teamwork among members of
corporate management, foster cooperation
between corporate and field management, as
well as to encourage excellence in the
performance of individual
responsibilities.

C.     To provide significant opportunity for
those members of corporate management who
have major profit responsibility within the
Corporation.

II.            ELIGIBILITY AND AWARDS

A.       Membership in this Plan will be approved by the Chief
Executive Officer. Individuals selected to
participate (a "Participant") will be notified in
writing by the Vice President of Human Resources.

B.       Incentive compensation funds will be generated by the
Corporation's performance against annual objectives
established by the Compensation Committee. Except as
hereinafter provided, the attainment of such
objectives shall be determined by comparing them
against the actual results as certified by the
Corporation's independent accountants. A
Participant's incentive compensation will be earned
pursuant to a schedule attached hereto of target
goals established for each fiscal year by the
Compensation Committee (the "Schedule"). The target
goals in the Schedule will be based upon the
Corporation's approved annual business plan.

C.       A Participant's incentive compensation shall be based
on his/her paid salary, exclusive of any bonus or
fringe benefits. The maximum Incentive Compensation
shall not exceed sixty percent (60%) of that
individual's paid salary.

(1)

2

D.       The Board of Directors of the Corporation reserves
the right to pass upon the quality of earnings and to
adjust earnings prior to calculation of incentive
compensation awards if such earnings are not in
accordance with the assumptions included in the
Corporation's business plan.

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

III.            EARNINGS PER SHARE OBJECTIVE

The minimum earnings per share objective shall be set
by the Compensation Committee so as to always require
an increase in earnings per share over the prior
fiscal year before any incentive compensation
whatsoever may be earned pursuant to this Plan. That
is, should earnings per share decline in any fiscal
year, for whatever reason, there shall be no
incentive compensation paid for such fiscal year. In
determining whether earnings per share objectives
have been achieved, incentive compensation generated
for all Incentive Plans shall be accrued and deducted
as an expense for the fiscal year.

IV.            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. No member of the Committee shall be personally
liable for damage, in the absence of bad faith, for
any act or omission with respect to his service on
the Committee.

V.            ELIGIBILITY DURING FISCAL YEAR

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
paid 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 months.

(2)

3

VI.            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. If the
Participant, prior to the date of transfer or change, has been
a Participant in the Plan for a minimum of two calendar months
of the fiscal year, the Participant will be eligible to
receive partial incentive compensation based upon the
Participant's paid salary for such period of time and the
level of achievement in relation to targeted goals for the
entire fiscal year.

VII.            TERMINATION

Except as specifically provided herein to the contrary, in
order to be eligible for incentive compensation, a Participant
must be an active employee at the time incentive compensation
is paid. Termination, voluntary or involuntary, prior to the
date of payment will result in the forfeiture of any incentive
compensation claims for any year.

VIII.            RETIREMENT

A Participant who has been employed during the entire fiscal
year for which incentive compensation is to be earned, but who
is retired at or after the end of such fiscal year, will be
eligible for full incentive compensation as determined in
accordance with the provisions of this Plan. If a Participant
retires prior to the end of the fiscal year but after April
30, the Participant will be eligible to receive partial
incentive compensation based upon the Participant's paid
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.

IX.            LEAVE OF ABSENCE OR DISABILITY

A Participant who becomes disabled or who is granted a leave
of absence after April 30 may, at the discretion of the
Compensation Committee, and under such rules as the Committee
may from time to time prescribe, be eligible to receive
partial incentive compensation based upon the Participant's
paid 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.

(3)

4

X.            DEATH

If a Participant has been employed during the entire fiscal
year for which incentive compensation is to be earned, but
dies prior to the date of payment, there will be no forfeiture
and the Participant's estate will be eligible to receive the
Participant's incentive compensation. If a Participant dies
after April 30 and before the end of the fiscal year, the
Participant's estate will be eligible to receive partial
incentive compensation based upon the Participant's paid
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.

XI.            DEFERRED COMPENSATION

A Participant in this Plan may 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.

XII.            CORPORATION'S RIGHT TO MODIFY OR TERMINATE

The Corporation shall have the right to change, modify or
terminate this plan, with or without notice, in whole or in
part, at any time.

XIII.            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 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.

(4)

1

Exhibit 10(n)

AGREEMENT

THIS AGREEMENT is made by and between Humana Inc., Louisville, Kentucky
(the "Company") and                          (the "Employee").
------------------------

WHEREAS, the Board of Directors of Humana Inc. determined to separate
Humana Inc. into two separate publicly held companies on or about March 1, 1993
(the "Distribution Date") with one to be known as Humana Inc. and the other to
be known as Galen Health Care, Inc.; and

WHEREAS, Employee previously had an agreement with the Company relating to
Change in Control of the Company which is terminated as of the Distribution
Date; and

WHEREAS, the Board of Directors of the Company (the "Board") desires to
foster the continuous employment of the Employee and has determined that
appropriate steps should be taken to reinforce and encourage the continued
attention and dedication of the Employee to his duties free from distractions
which could arise in the event of a threatened Change in Control of the
Company;

NOW THEREFORE, in consideration of the mutual covenants contained herein,
the Company and the Employee agree as follows:

1. TERM OF AGREEMENT. This Agreement shall commence as of the Distribution
Date and shall continue in effect until December 31, 1994; provided, however,
commencing on January 1, 1994 and on each January 1 thereafter, there shall
automatically be an extension of one (1) year on the then current term of this
Agreement unless either the Company or the Employee shall have given written
notice to the other at least ninety (90) days prior thereto that the term of
this Agreement shall not be so extended. Notwithstanding any such notice by the
Company not to extend, the term of this Agreement shall not expire prior to the
expiration of thirty-six (36) months after a Change in Control (as hereinafter
defined) if the Agreement is still in effect on the date of the Change in
Control.  Furthermore, if the Employee's employment with the Company shall be
terminated prior to a Change in Control, this Agreement shall automatically
expire.

2. TERMINATION BENEFITS.

a) If, following a Change in Control, and during the term of this
Agreement (including any extensions of such term as provided in Section 1
hereof), the Employee's employment with the Company shall be terminated, the
Employee shall be entitled to the following compensation and benefits (in
addition to any compensation and benefits provided for under any of the
Company's employee benefit plans, policies and practices or under the terms of
any other contracts):

1) If the Employee's employment with the Company shall be
terminated, (A) by reason of the Employee's Disability or Retirement, (B) by
reason of the Employee's death or (C) by the Employee other than for Good
Reason,

2

the Company shall pay the Employee his full base salary through the Date of
Termination at the greater of the rate in effect at the time the Change in
Control occurred or when the Notice of Termination was given (or the Date of
Termination in the case of the Employee's death), plus any bonuses or incentive
compensation which pursuant to the terms of any compensation or benefit plan
have been earned and are payable as of the Date of Termination.

2) If the Employee's employment with the Company shall be
terminated for Cause, the Company shall pay the Employee his full base salary
through the Date of Termination at the rate in effect at the time Notice of
Termination is given and the Company shall have no further obligations to the
Employee under this Agreement.

3) If the Employee's employment with the Company shall be
terminated, (A) by the Company other than for Cause or Disability, or (B) by
the Employee for Good Reason, then the following provisions shall apply:

(i) The Company shall within five (5) days after the Date of
Termination, pay the Employee his full base salary through the Date of
Termination at the greater of the rate in effect at the time the Change in
Control occurred or when the Notice of Termination was given, plus any bonuses
or incentive compensation which pursuant to the terms of any compensation or
benefit plan have been earned and are payable as of the Date of Termination,
but which have not yet been paid;

(ii) The Company shall within five (5) days after the Date
of Termination pay the Employee a lump sum in an amount equal to the product of
(A) ONE (1) times the amount equal to the Employee's Annual Base Salary at the
greater of the rate in effect at the time the Change in Control occurred or
when the Notice of Termination was given and (B) a fraction, the numerator of
which is the total number of years (any portion of a year shall be considered a
full year) which the Employee has been an employee of the Company, (not to
exceed 12) and the denominator of which is 12 (for this purpose the Employee
shall be deemed to have been employed by the Company during any period that the
Employee was employed by Humana Inc. or any direct or indirect subsidiary of
Humana Inc.).

(iii) The Company shall maintain in full force and effect
for the benefit of the Employee and the Employee's dependents and
beneficiaries, at the Company's expense until the earlier of (A) the second
anniversary of the Date of Termination, (B) the effective date of the
employee's coverage under equivalent benefits from a new employer (provided
that no such benefits shall be considered effective unless and until all
pre-existing condition limitations and waiting period restrictions have been
waived or have otherwise lapsed), or (C) the death of the Employee all life
insurance, health insurance, dental insurance, accidental death and
dismemberment insurance and disability insurance, under plans and programs in
which the Employee and/or the Employee's dependents and beneficiaries
participated immediately prior to the Date of Termination, provided

2

3
that continued participation is possible under the general terms and provisions
of such plans and programs. If participation in any such plan or program is
barred, the Company shall arrange at its own expense to provide the Employee
with benefits substantially similar to those which he was entitled to receive
under such plans and programs. At the end of the period of coverage, the
Employee shall have the right to have assigned to him at no cost and with no
apportionment of prepaid premiums, any assignable insurance policy relating
specifically to him.

(iv) In the event that any payment or benefit (within the
meaning of Section 280G (b) (2) of the Internal Revenue Code of 1986, as
amended (the "Code")), to the Employee or for his or her benefit paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise in connection with, or arising out of, his or her employment with
the Company or a change in ownership or effective control of the Company or of
a substantial portion of its assets (a "Payment" or "Payments"), would be
subject to the excise tax imposed by Section 4999 of the Code or any interest
or penalties are incurred by the Employee with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereafter
collectively referred to as the "Excise Tax"), then the Employee will be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Employee of all taxes (including any interest or
penalties, other than interest and penalties imposed by reason of the
Executive's failure to file timely a tax return or pay taxes shown due on his
or her return, imposed with respect to such taxes and the Excise Tax),
including any Excise Tax imposed upon the Gross-Up Payment, the Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.

(v) An initial determination as to whether a Gross-Up
Payment is required pursuant to this Agreement and the amount of such Gross-Up
Payment shall be made at the Company's expense by the accounting firm of
Coopers and Lybrand, or another accounting firm designated by and reasonably
acceptable to the Employee which is designated as one of the five largest
accounting firms in the United States (the "Accounting Firm"). The Accounting
Firm shall provide its determination (the "Determination"), together with
detailed supporting calculations and documentation to the Company and the
Employee within five days of the Termination Date if applicable, or such other
time as requested by the Company or by the Employee (provided the Employee
reasonably believes that any of the Payments may be subject to the Excise Tax)
and if the Accounting Firm determines that no Excise Tax is payable by the
Employee with respect to a Payment or Payments, it shall furnish the Employee
with an opinion reasonably acceptable to the Employee that no Excise Tax will
be imposed with respect to any such Payment or Payments. Within ten days of the
delivery of the Determination to the Employee, the Employee shall have the
right to dispute the Determination

3

4
(the "Dispute"). The Gross-Up Payment, if any, as determined pursuant to this
Paragraph 5(b) shall be paid by the Company to the Employee within five days of
the receipt of the Accounting Firm's determination. The existence of the
Dispute shall not in any way affect the Employee's right to receive the
Gross-Up Payment in accordance with the Determination. If there is no Dispute,
the Determination shall be binding, final and conclusive upon the Company and
the Employee subject to the application of the Paragraph 5(c) below.

(vi) As a result of the uncertainty in the application of
Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or
a portion thereof) will be paid which should not have been paid (an "Excess
Payment") or a Gross-Up Payment (or a portion thereof) which should have been
paid will not have been paid (an "Underpayment"). An Underpayment shall be
deemed to have occurred (i) upon notice (formal or informal) to the
Employee from any governmental taxing authority that the Employee's tax
liability (whether in respect of the Employee's current taxable year or in
respect of any prior taxable year) may be increased by reason of the imposition
of the Excise Tax on a Payment or Payments with respect to which the Company
has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by
a court, (iii) by reason of determination by the Company (which shall include
the position taken by the Company, together with its consolidated group, on its
federal income tax return) or (iv) upon the resolution of the Dispute to the
Employee's satisfaction. If an Underpayment occurs, the Employee shall promptly
notify the Company and the Company shall promptly, but in any event, at least
five days prior to the date on which the applicable government taxing authority
has requested payment, pay to the Employee an additional Gross-Up Payment equal
to the amount of the Underpayment plus any interest and penalties (other than
interest and penalties imposed by reason of the Employee's failure to file
timely a tax return or pay taxes shown due on the Employee's return) imposed on
the Underpayment. An Excess payment shall be deemed to have occurred upon a
"Final Determination" (as hereinafter defined) that the Excise Tax shall not be
imposed upon a Payment or Payments (or portion thereof) with respect to which
the Employee had previously received a Gross-Up Payment. A "Final
Determination" shall be deemed to have occurred when the Employee has received
from the applicable government taxing authority a refund of taxes or other
reduction in the Employee's tax liability by reason of the Excise Payment and
upon either (x) the date a determination is made by, or an agreement is entered
into with, the applicable governmental taxing authority which finally and
conclusively binds the Employee and such taxing authority, or in the event that
a claim is brought before a court of competent jurisdiction, the date upon
which a final determination has been made by such court and either all appeals
have been taken and finally resolved or the time for all appeals has expired or
(y) the statute of limitations with respect to the Employee's applicable tax
return has expired. If an Excess Payment is determined

4

5

to have been made, the amount of the Excess Payment shall be treated as a loan
by the Company to the Employee and the Employee shall pay to the Company on
demand (but not less than 10 days after the determination) such Excess Payment
plus interest at an annual rate equal to the Applicable Federal Rate provided
for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which
the Excess Payment relates) was paid to the Employee until the date of
repayment to the Company.

(vii) Notwithstanding anything contained in this Agreement
to the contrary, in the event that, according to the Determination, an Excise
Tax will be imposed on any Payment or Payments, the Company shall pay to the
applicable government taxing authorities as Excise Tax withholding, the amount
of the Excise Tax that the Company has actually withheld from the Payment or
Payments.

b) The Employee shall not be required to mitigate the amount of
any payment or benefit provided for in Paragraph 2(a) by seeking other
employment; nor shall the amount of any payment or benefit provided for in
Paragraph 2(a) be reduced by any compensation earned by the Employee as a
result of employment or otherwise. The amount of any payment or benefit
provided for in Section 2 shall be in addition to any compensation or benefits
due the Employee under any other written agreement entered into between the
Company and the Employee unless such other agreement expressly provides
otherwise.

c) For purposes of this Agreement the following definitions
shall apply:

(1) "Change in Control" shall mean any of the following
events:

(A) An acquisition (other than directly from the
Company) of any voting securities of the Company (the "Voting Securities") by
any "Person" (as the term Person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act"))
immediately after which such Person has "Beneficial Ownership" (within the
meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%)
or more of the combined voting power of the Company's then outstanding Voting
Securities; provided, however, that in determining whether a Change in Control
has occurred, Voting Securities which are acquired in a "Non-Control
Acquisition" (as hereinafter defined) shall not constitute an acquisition which
would cause a Change in Control. A "Non-Control Acquisition" shall mean an
acquisition by (i) an employee benefit plan (or a trust forming a part thereof)
maintained by (A) the Company or (B) any corporation or other Person of which a
majority of its voting power or its equity securities or equity interest is
owned directly or indirectly by the Company (a "Subsidiary"), (ii) the Company
or any Subsidiary, or (iii) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined).

(B) The individuals who, as of (date of this Agreement
is approved by the Board), are members of the Board (the "Incumbent Board"),
cease for any reason to constitute at least two-thirds of the Board; provided,
however,

5

6
that if the election, or nomination for election by the Company's stockholders,
of any new director was approved by a vote of at least two-thirds of the
Incumbent Board, such new director shall, for purposes of this Agreement, be
considered as a member of the Incumbent Board; provided, further, however, that
no individual shall be considered a member of the Incumbent Board if such
individual initially assumed office as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under
the 1934 Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board (a "Proxy Contest") including
by reason of any agreement intended to avoid or settle any Election Contest or
Proxy Contest; or

(C) Approval by stockholders of the Company of:

(i) A merger, consolidation or reorganization
involving the Company, unless,

(a) The stockholders of the Company, immediately
before such merger, consolidation or reorganization, own, directly or
indirectly immediately following such merger, consolidation or reorganization,
at least seventy-five percent (75%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such merger or
consolidation or reorganization (the "Surviving Corporation") in substantially
the same proportion as their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization;

(b) The individuals who were members of the
Incumbent Board immediately prior to the execution of the agreement providing
for such merger, consolidation or reorganization constitute at least two-thirds
of the members of the board of directors of the Surviving Corporation; and

(c) No Person (other than the Company, any
subsidiary, any employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Corporation or any subsidiary, or any
Person who, immediately prior to such merger, consolidation or reorganization
had Beneficial Ownership of twenty percent (20%) or more of the then
outstanding Voting Securities) has Beneficial Ownership of twenty percent (20%)
or more of the combined voting power of the Surviving Corporation's then
outstanding Voting Securities;

(d) A transaction described in clauses (a)
through (c) shall herein be referred to as a "Non-Control Transaction."

(ii)    A complete liquidation or dissolution of the
Company; or

(iii)   An agreement for the sale or other
disposition of all or substantially all of the assets of the Company to any
Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to
occur solely because any Person (the "Subject Person") acquired Beneficial

6

7
Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person,
provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional Voting Securities which increases the
percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.

(2)   "Disability" shall mean a physical or mental illness which
impairs the Employee's ability to substantially perform his duties as an
Employee and as a result of which the Employee shall have been absent from his
duties with the Company on a full-time basis for six (6) consecutive months.

(3)   "Retirement" shall mean the voluntary termination of the
Employee's employment after having attained age sixty-five (65) or such other
age as shall have been fixed in any retirement arrangement established by the
Company with the Employee's consent.

(4)   A termination for "Cause" is a termination by reason of the
conviction of the Employee, by a Court of competent jurisdiction and following
the exhaustion of all possible appeals, of a criminal act involving the Company
or its assets.

(5)   "Good Reason" shall mean the occurrence after a Change in
Control of any of the following events without the Employee's express written
consent:

(i) any change in the Employee' s title, authorities,
responsibilities (including reporting responsibilities) which, in the
Employee's reasonable judgment, does not represent a promotion from his status,
title, position or responsibilities (including reporting responsibilities)
which were in effect immediately prior to the Change in Control; the assignment
to him of any duties or work responsibilities which, in his reasonable
judgment, are inconsistent with such status, title, position or work
responsibilities; or any removal of the Employee from, or failure to reappoint
or reelect him to any of such positions, except if any such changes are because
of Disability, Retirement, death or Cause;

(ii)  a reduction by the Company in the Employee's Annual Base
Salary as in effect on the date hereof or as the same may be increased from
time to time or a failure by the Company to increase, within twelve (12) months
of the Employee's last increase in Annual Base Salary, his Annual Base Salary
by an amount not less than the greater of (A) six percent (6%) or (B) the
average percentage increase in Annual Base Salary for all employees of the
Company at the Employee's grade level during the twelve (12) month period
immediately following

7

8

the Employee's last increase in base salary; provided, however that the
Company's failure to increase the Employee's Annual Base Salary more than eight
percent (8%) annually shall not constitute Good Reason under this paragraph
under any circumstances;

(iii)  the relocation of the Employee's office at which he is to
perform his duties, to a location more than thirty (30) miles from the location
at which the Employee performed his duties prior to the Change in Control,
except for required travel on the Company's business to an extent substantially
consistent with his business travel obligations prior to the Change in Control;

(iv)   the adverse and substantial alteration of the nature and
quality of the office space within which the Employee performed his duties
prior to a Change in Control, including the size and location thereof, as well
as in the secretarial and administrative support provided to the Employee;

(v)  the failure by the Company to continue in effect any
incentive, bonus or other compensation plan in which the Employee participates,
including but not limited to the Company's stock-related incentive plans
and annual incentive compensation plans, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan in connection with the Change in Control, or the failure
by the Company to continue the Employee's participation therein, or any action 
by the Company which would directly or indirectly materially reduce his
participation therein or reward opportunities thereunder;

(vi) the failure by the Company to continue in effect any
employee benefit plan (including any medical, hospitalization, life insurance,
dental or disability benefit plan in which the Employee participated), or any
material fringe benefit or perquisite enjoyed by the Employee at the time of
the Change in Control, unless an equitable arrangement (embodied in an ongoing
substitute or alternative plan) has been made with respect to such plan in
connection with the Change in Control, or the failure by the Company to
continue the Employee's participation therein, or any action by the Company 
which would directly or indirectly materially reduce his participation therein, 
or the failure by the Company to provide the Employee with the number of paid 
vacation days to which he would be entitled on the basis of years of service 
with the Company in accordance with the Company's normal vacation policy in 
effect immediately prior to the Change in Control.

(vii) any material breach by the Company of any provision of
this Agreement;

(viii) the failure of the Company to obtain a satisfactory
agreement from any successor or assign of the Company to assume and agree to
perform this Agreement, as contemplated in Section 3 hereof; or

(ix) any purported termination of the Employee's employment

8

9

which is not effected pursuant to a Notice of Termination satisfying the
requirements of Paragraph 2(c)(6) below; and for purposes of this Agreement, no
such purported termination shall be effective. The Employee's right to
terminate his employment for Good Reason shall not be affected by his
incapacity due to physical or mental illness.

(6)   "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement which is relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the
provision so indicated. Any purported termination by the Company or by the
Employee shall be communicated by written Notice of Termination to the other
party hereto in accordance with Section 5 hereof. For purposes of this
Agreement, no such purported termination shall be effective without such Notice
of Termination.

(7)   "Date of Termination" shall mean:

(i) if the Employee's employment is terminated for Disability,
thirty (30) days after Notice of Termination is given (provided that the
Employee shall not have returned to the performance of his duties on a full - 
time basis during such thirty (30) day period); and

(ii)  if the Employee's employment is terminated for any other
reason, the date specified in the Notice of Termination (which in the case of a
termination pursuant to Paragraph 2(c)(4) above shall not be less than thirty
(30) days, and in the case of a termination pursuant to Paragraph 2(c)(5) above
shall not be more than sixty (60) days, after the date such Notice of
Termination is given); provided that if within thirty (30) days after any
Notice of Termination is given the party receiving such Notice of Termination
notifies the other party that a dispute exists concerning the termination, the
Date of Termination shall be the date on which the dispute is finally
determined either by mutual written agreement of the parties, or by the final
judgement, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been taken).
Notwithstanding the pendency of any such dispute, the Company will continue to
pay the Employee his full base salary and will continue the Employee as a
participant in all compensation, incentive, bonus, pension, profit sharing,
benefit and insurance plans in which he was participating when the notice
giving rise to the dispute was given, until the dispute is finally resolved in
accordance with this Paragraph.

(8) "Annual Base Salary" shall mean that yearly compensation rate
established from time to time by the Company as an employee's regular
compensation for the next succeeding twelve (12) month period, payable to an
employee by the Company's payroll checks on a periodic basis.

3.  SUCCESSORS; BINDING AGREEMENT.

(a)   The Company will require any successor or assign (whether direct

9

10

or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent the Company would be required to perform it if no such succession or
assignment had taken place. As used in this Agreement, "Company" shall mean the
Company as hereinbefore defined and any successor or assign to its business
and/or assets as aforesaid which assumes and agrees to perform this Agreement
by operation of law, or otherwise.

(b)   This Agreement shall inure to the benefit of and be enforceable
by the Employee's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Employee should die while any amounts would still be payable to him hereunder
if he had continued to live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of this Agreement to the
Employee's devisee, legatee or other designee and if there is no such devisee,
legatee or designee, to the Employee's estate.

4.  FEES AND EXPENSES. Following a Change in Control, the Company shall
pay all legal fees and related expenses (including the costs of experts,
evidence and counsel) incurred by the Employee as a result of (a) the
Employee's termination of employment (including all such fees and expenses, if
any, incurred in contesting or disputing any such termination of employment
whether or not such contest or dispute is resolved in the Employee's favor) or
(b) the Employee seeking to obtain or enforce any right or benefit provided by
this Agreement or by any other plan or arrangement maintained by the Company
under which the Employee is or may be entitled to receive benefits or (c) the
Employee's challenge of any determination by the IRS that Payments together
with any Gross-Up Payment would be subject to the excise tax imposed by Section
4999 of the Code.

5.  NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when personally delivered or sent by certified
mail, return receipt requested, postage prepaid, addressed to the respective
addresses last given by each party to the other, provided that all notices to
the Company shall be directed to the attention of the Board with a copy to the
Secretary of the Company, or to such other address as either party may have
furnished to the other in writing in accordance herewith. All notices and
communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.

6.  MISCELLANEOUS. No provision of this Agreement may be modified, waived
or discharged unless such modification, waiver or discharge is agreed to in
writing and signed by the Employee and such officer of the Company as may be

10

11
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreement or representations,
oral or otherwise, express or implied, with respect to the subject matter
hereof have been made by either party which are not expressly set forth in this
Agreement.

7.  GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of Kentucky without giving effect to the
conflicts of laws principles thereof.

8.  SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.

9.  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer and the Employee has executed this Agreement,
each as of the day and year set forth below.

ATTEST:                                              HUMANA INC.

By:                                                 
- --------------------------------------                  -------------------------------------------------
Secretary                                            Title: Vice President and Associate General Counsel

-----------------------------------------
Date

-----------------------------------------
Employee

-----------------------------------------
Date

11

1
Exhibit 10(o)

AMENDMENT TO AGREEMENT

This AMENDMENT TO AGREEMENT is made by and between HUMANA INC.,
Louisville, Kentucky (the "COMPANY") and 
(the "EMPLOYEE").                        -------------------------------------

WHEREAS, the Company and Employee have previously entered into an
Agreement to provide certain benefits upon termination, or in connection with a
change in responsibilities, following a change in control of the Company; and

WHEREAS, the Company and Employee desire to amend the Agreement;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1.        Section 2(a)(3)(ii) is deleted in its entirety and the
following substituted therefore:

"(ii) The Company shall within five (5) days after the Date
of Termination pay the Employee a lump sum in an amount
equal to the product of (A) one (1) times the amount equal
to the sum of (1) the Employee's Annual Base Salary at the
greater of the rate in effect at the time the Change in
Control occurred or when the Notice of Termination was given
plus (2) the maximum bonus or incentive compensation which
could have been earned by the Employee during the
then-current fiscal year of the Company pursuant to the
terms of the incentive compensation plan in which he/she
participates and (B) a fraction, the numerator of which is
the total number of years (any portion of a year shall be
considered a full year) which the Employee has been an
employee of the Company (not to exceed 12), and the
denominator of which is 12. If there is no incentive
compensation plan in effect at the time the Notice of
Termination is given, then for purposes of this Subsection
it shall be assumed that the amount of incentive
compensation to be paid to the Employee shall be the same as
the amount which he/she could have earned during the last
year during which there was an incentive compensation plan
in effect."

2.        In all other respects, the Agreement shall remain in full
force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to Agreement
to be executed by its duly-authorized officer and the Employee has executed
this Amendment to Agreement, each as of the day and year set forth below.

ATTEST:                                                    HUMANA INC.

BY:                                                        BY:                                   
------------------------------------                       ------------------------------------
Assistant Secretary                                      Vice President

DATE:                    
----------------------------------

"EMPLOYEE"

---------------------------------------
NAME:
----------------------------------
DATE:
----------------------------------

1

Exhibit 10(s)

LETTER AGREEMENT

Dear                        ,
-----------------------

This letter confirms our agreement concerning your benefits under the Humana
Officer's Target Retirement Plan ("Plan").

It is agreed that upon your retirement your Average Participating Compensation
(as defined in Article 2.02), will be calculated using the greater of (i) the
three highest years in effect as of the date of this letter or (ii) the three
highest years of any five years (including one or more of the five years prior
to the date hereof) preceding your date of retirement. In all other respects,
your benefits continue to be in accordance with the Plan.

ACCEPTED:                                                  APPROVED:

- --------------------------------                           --------------------------------------
PARTICIPANT                                                ARTHUR P. HIPWELL
SENIOR VICE PRESIDENT AND
ASSOCIATE GENERAL COUNSEL

1

Exhibit 10(w)

(Contract Period 01/01/92 - 12/31/92)

HEALTH INSURANCE BENEFITS FOR THE AGED AND DISABLED
(Contract With Eligible Organization Pursuant to
section 1876 of the Social Security Act)

CONTRACT (No. H1036)

Between

The Secretary of the Department of Health and Human Services,
who has delegated authority to the Administrator of the
Health Care Financing Administration, hereinafter referred to as HCFA, and

HUMANA MEDICAL PLAN, INC
(hereinafter referred to as the Organization).

The Secretary and the Organization, a health maintenance organization
or competitive medical plan which has been determined to be an
eligible organization by the Administrator of the Health Care
Financing Administration under CFR 417.406, agree to the following for
the purposes of section 1876 of the Social Security Act:

2
Page 2

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

Article I

Term of Contract

The Contract Shall Begin on 01/01/92, and end on 12/31/92.  The contract will
be automatically renewed for successive periods of one year unless the
Organization or HCFA gives written notice of intention not to renew the
contract at least 90 days before the end of the current period.  (Additional
requirements concerning nonrenewal of contracts, binding on both HCFA and the
Organization, may be found at 42 CFR 417.492.) This contract supersedes any
previous contract under sections 1833 or 1876 of the Social Security Act (the
Act).

Article II

Election of Payment Method

Under section 1876(a) of the Act the Organization may elect a method of payment
for which it is eligible and qualified, and will be accordingly governed by the
statute and regulations which pertain to that method.  The Organization
agrees to receive payment:

(initial one selection below)
x      1.   On a risk basis under section 1876(g) of the Act, subject to the
----          provisions of Article V;

2.   On a reasonable cost basis under section
----          1876(h) of the Act, subject to the provisions
of Article VI and its implementing
regulations at 42 CFR 417.530-417.576.

Select one option (see 42 CFR 417.532(c)):
1.  (direct payment of
-----     Organization's providers by
HCFA) 
2.  (direct payment
-----     of Organization's providers
by the Organization)

If option 2, list names of providers to be paid by the 
Organization:

-------------------------------------------
-------------------------------------------
(list others separately)

3.   On a risk basis under section 1876(g) for new
----          Medicare enrollees and payment on a
reasonable cost basis for unconverted,
current non-risk Medicare enrollees, subject
to the provisions of Articles V and VI.

3
Page 3

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

Article III

Geographic Area

The Organization agrees that the contract shall be effective for the geographic
area described in the attachment to this contract.  (Modifications to the
geographic area during the period of the contract are governed by Article VII.)

Article IV

General Conditions

A.       The Organization agrees to comply with the law, regulations, and
general instructions of the Health Care Financing Administration
(HCFA) which concern the participation of health maintenance
organizations (HMOs) and competitive medical plans (CMPs) in the
Medicare program.

B.       As part of its ongoing quality assurance program:

1.      The Organization agrees to comply with the requirements for
Peer Review Organization (PRO) review of services furnished to
Medicare enrollees as set forth in Subchapter D of Chapter IV,
Title 42, Code of Federal Regulations 417.478(a).

2.      The Organization shall furnish to the Peer Review Organization
(PRO) requested on-site access to or copies of patient care
records and other pertinent data, and permit the PRO or its
subcontractor to examine its operations and records as
necessary for the PRO to carry out its functions under the
Act.

3.      Each organization receiving payment on a risk basis will
maintain a written agreement with a utilization and quality
control Peer Review Organization with which HCFA has a
contract under Part B of Title XI of the Act for the area in
which the Organization is located.  In accordance with
sections 1154(a)(4)(B) and (a)(14) of the Act, the agreement
must provide for the review of services (including both
inpatient and outpatient services) provided by the
organization pursuant to this contract for the purpose of
determining whether such

4
Page 4

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

services meet professionally recognized standards of health
care, including whether appropriate services have not been
provided or have been provided in inappropriate settings.  The
agreement must also provide for review by the PRO of all
written complaints filed by Medicare beneficiaries or their
representatives about the quality of services provided by the
Organization.  The cost of such agreement will be paid by HCFA
directly to the PRO on behalf of the Organization.

4.      Each Organization receiving payment on a risk basis must
ensure that all hospitalization data required on HCFA Form
1450 (UB-82) for Medicare enrollees discharged between April
1, 1987 and July 31, 1988 is submitted to the fiscal
intermediary or other HCFA designated entity.

5.      Each Organization receiving payment on a risk basis must
provide the hospital with any information necessary for the
completion of HCFA Form 1450 (UB-82) which the hospital must
submit to the intermediary for any discharges after July 31,
1988.

For purposes of this section, Peer Review Organization (PRO) is also deemed
reference to other appropriate entitles with which HCFA has contracted pursuant
to Section 1154(a)(4)(C) of the Act.

C.       The Organization agrees to comply with:

1.      Sections 1318(a) and (c) of the Public Health Service Act
which pertain to disclosure of certain financial information;

2.      Sections 1301(c)(1) and (c)(8) of the Public Health Service
Act, which relate to fiscal, administrative, and management
requirements and liability arrangements to protect all members
of the organization; and to notify HCFA 60 days prior to any
changes in its insolvency arrangements; and

3.      The reporting requirements in 42 CFR 417.107(j)(1) which
pertain to the monitoring of an organization's continued
compliance.  For purposes of this paragraph, references in
that section to an "HMO" are also deemed references to a
"CMP."

5
Page 5

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

D.       The Organization agrees to comply with Title VI of the Civil Rights
Act of 1964 (and pertinent regulations at 45 CFR Part 80),
section 504 of the Rehabilitation Act of 1973 (and pertinent
regulations at 45 CFR Part 84), and the Age Discrimination Act of 1975
(and pertinent regulations at 45 CFR Part 91).

E.       The Organization agrees to the following:

1.      HCFA may evaluate, through inspection or other means, the
quality, appropriateness, and timeliness of services furnished
under the contract to the Organization's Medicare enrollees;

2.      HCFA may evaluate, through inspection or other means, the
facilities of the organization when there is reasonable
evidence of some need for that inspection;

3.      HCFA, the Comptroller General, or their designees may audit or
inspect any books and records of the organization or its
transferee that pertain to any aspect of services performed,
reconciliation of benefit liabilities, and determination of
amounts payable under the contract;

4.      HCFA may evaluate, through inspection or other means, the
enrollment and disenrollment records for the current contract
period and three prior periods, when there is reasonable
evidence of some need for that inspection;

5.      The right to inspect, evaluate, and audit, will extend through
three years from the date of the final settlement for any
contract period unless -

a.       HCFA determines there is a special need to retain a
particular record or group of records for a longer
period and notifies the Organization at least 30 days
before the normal disposition date;

b.       There has been a termination, dispute, fraud, or
similar fault by the Organization, in which case the
retention may be extended to three years from the
date of any resulting final settlement; or

C.       HCFA determines that there is a reasonable
possibility of fraud, in which case it may reopen a
final settlement at any time.

6
Page  6

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

F.       The Organization shall submit to HCFA (in such form and detail as the
HCFA shall prescribe in regulations and general instructions), the
following reports:

1.      Data pertaining to health insurance claim numbers from
beneficiaries, which shall be transmitted initially and on a
continuing basis, as required to annotate the health insurance
master file;

2.      Statistical data on provider services and on medical and other
services;

3.      Enrollment and actuarial data; and

4.      Any other reports or data that HCFA may require.

G.       The Organization agrees to report all enrollment, disenrollment, and
other beneficiary characteristic records according to HCFA program
instructions.  All records must be transmitted 1) through an approved
HCFA systems contractor, or 2) over data transmission lines directly
to HCFA, or 3) on magnetic tape unless otherwise prescribed by  HCFA.
All electronic transmissions and tapes must be totally compatible and
consistent with the relevant HCFA computer record systems.

H.       The Organization shall furnish to organizations serving as carriers
and intermediaries under Title XVIII, information necessary to allow
the carriers or intermediaries to make proper payment under Title
XVIII for Medicare beneficiaries enrolled in the Organization.

I.       The Organization agrees to require all entities related to the
Organization, as determined under 42 CFR 417.484 (a), to agree that -

1.      HCFA, the Comptroller General, or their designees have the
right to inspect, evaluate, and audit any pertinent books,
documents, papers, and records of the subcontractor involving
transactions related to the subcontractor; and

2.      The right under this section to information for any particular
contract period will exist for a period equivalent to that
specified in section E(5) of this Article.

7
Page 7

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

J.       The Organization agrees -

1.      To submit to HCFA -

a.       All financial information required under 42 CFR
417.530 through Section 417.576 and for final
settlement; and

b.       Any other information necessary for the
administration or evaluation of the Medicare program.

2.      To comply with the requirements set forth in 42 CFR Part 420,
Subpart C, pertaining to the disclosure of ownership and
control information;

3.      To comply with the requirements of the Privacy Act, as
implemented by 45 CFR Part 5b and Subpart B or Part 401 of 42
CFR, with respect to any system of records developed in
performing carrier or intermediary functions under 42 CFR
417.532 and section 417.533; and

4.      To meet the confidentially requirement of 42 CFR 482.24 for
medical records and for all other information on enrollees,
not covered under item 3 above, that is contained in its
records or obtained from HCFA or others.

5.      To provide prompt payment (consistent with the provisions of
section 1816(c)(2) and 1842(c)(2)) of claims submitted for
services and items furnished to individuals pursuant to this
contract, if the services or items are not furnished under a
contract between the Organization and the provider or
supplier.

K.       Pursuant to 42 CFR 417.476 conditions of qualification set forth at 42
CFR 417.410 through section 417.418 may be waived by HCFA.  However,
for each of such qualifying conditions waived, this contract must
contain -

1.   The specific terms of the waiver;

2.   The expiration date of the waiver;

3.   Any other information required by HCFA.

8
Page 8

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

L.       The Organization shall provide and supply (1) full and complete
information as to ownership of a subcontractor with whom such
organization has had during the previous twelve months, business
transactions in an aggregate amount in excess of $25,000, and (2) full
and complete information as to any significant business transactions
during the five year period ending on the date of HCFA's request,
between the Organization and any wholly-owned supplier or between the
Organization and any subcontractor.  The required information must be
provided in the manner required under section 1866(b)(2)(c)(ii) of 
the Act.

M.       The Organization shall notify HCFA of loans and other special
financial arrangements which are made between the Organization and
subcontractors, affiliates and related parties.

N.       The Organization agrees -

1.      That for the duration of the contract, the Organization shall
have an enrolled membership at least one-half of which
consists of individuals who are not entitled to benefits under
Medicare or Medicaid.  HCFA may suspend enrollment or payment
to the Organization or terminate this contract if this
requirement is not met.

2.      To submit quarterly reports of its commercial enrollment,
Medicaid enrollment and Medicare enrollment in the geographic
area defined by Article III of this contract.

0.       The Organization agrees that no marketing material may be distributed
by an organization to (or for the use of) individuals eligible to
enroll or enrolled in the organization under this contract unless at
least 45 days before the distribution, the Organization has submitted
the material to HCFA for review, and HCFA has not disapproved the
distribution of the material.

P.       The Organization agrees to allow eligible beneficiaries to enroll
under this contract during any open enrollment period required by
HCFA through regulations.  The Organization agrees to accept
beneficiaries up to the limit of its capacity as approved by HCFA.

9
Page 9

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

Q.       Upon termination of this contract, the Organization agrees:

1.      To give its Medicare enrollees a written notice of the
termination at least 60 days before the termination date;

2.      To be responsible for the cost of the notice;

3.      To submit a copy of the notice to HCFA for review;

4.      If the Organization is a risk contractor, to include with the
required notice a written description of alternatives
available for obtaining Medicare services after termination.

R.       The Organization hereby provides assurances to HCFA that in the event
the Organization ceases to provide items and services under this
contract, the Organization shall provide or arrange for supplemental
coverage of benefits under Title XVIII of the Act related to a
pre-existing condition with respect to any exclusion period, to all
individuals enrolled with the entity who receive benefits under Title
XVIII, for the lesser of six months or the duration of such period.

S.       The Organization agrees to review and act upon requests for
reconsideration from its Medicare enrollees within 60 days of receipt
of the reconsideration request for the provision or payment of
services or items which were initially denied.  In those cases where
the Organization will continue to deny services or items or payment
for services or items, in whole or in part, the Organization must
forward the beneficiaries' reconsideration requests along with the
Organization's written explanation and documentation to HCFA or its
contractor within 60 days of receipt of the reconsideration request.

In those cases where HCFA or its contractor determines that the
Organization should provide services or items previously denied, or
HCFA or its contractor determines that the Organization has financial
liability for services or items received, the Organization must pay
for or provide those services to the beneficiary within 60 days of the
receipt of HCFA's or its contractor's determination.

Services previously denied will be arranged by the Organization in a
manner consistent with services normally provided by the
Organization.

10
Page 10

(Plan # H1036 Contract Period  01/01/92  -  12/31/92)

T.       If any Medicare beneficiaries residing in the Organization's service
area are members of another risk-based contracting organization which
nonrenews or terminates its contract, your Organization (if under a
risk-based contract) agrees to hold a special 30-day terminations open
enrollment period to enroll those Medicare beneficiaries enrolled in
the other risk-contracting organization at the time of termination or
nonrenewal of the other organization's contract.

This requirement will apply only to those Medicare beneficiaries
enrolled in the other risk-sharing contracting organization who reside
in your Organization's service area.  The terminations open enrollment
period must be conducted during the period designated by HCFA.  You
will be given notice 30 days before the start of the open enrollment
period.

This does not preclude an organization from requesting a
capacity waiver as described at 42 CFR 417.426(b)(1).

U.       As part of advance directives requirements, the Organization agrees:

1.      To inform all Medicare enrollees at the time of enrollment of
their right (under State law whether statutory or recognized
by the courts of the State) to accept or refuse treatment and
to execute an advance directive, such as living wills or
durable powers of attorney, and of the Organization's written
policies on implementation of that right;

2.      To document in the individual's medical records whether or not
an individual has executed an advance directive;

3.      To not condition treatment or otherwise discriminate on the
basis of whether an individual has executed an advance
directive;

4.      To comply with State law (whether statutory or recognized by
the courts of the State) on advance directives; and

5.      To provide (individually or with others) for education for
staff and the community on advance directives.

11
Page 11

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

V.       The Organization, if it has a risk contract, agrees not to employ or
contract with, directly or indirectly, entities or individuals
excluded from participation in Medicare or Medicaid under sections
1128 or 1128A of the Act, for the provision of health care,
utilization review, medical social work, or administrative services.

Article V

Conditions For Payment on a Risk Basis

The following conditions apply to the Organization if it selected, in Article
II of this contract, to be paid on a risk basis method under section 1876(g) of
the Act, or if it selected to be paid on a risk basis and paid on a reasonable
cost basis for unconverted, current non-risk Medicare enrollees:

A.       Except as provided for in Article V.(D)., HCFA shall make payment
under this contract for services rendered to Medicare enrollees on a
risk basis as provided in regulations.

B.       The Organization agrees to maintain, and make available to HCFA upon
request, books, records, documents, and other evidence of accounting
procedures and practices that -

1.   Are sufficient to -

a.       Establish component rates of the adjusted community
rate (ACR) for determining additional and
supplementary benefits; and

b.       Determine the rates utilized in setting premiums for
State insurance agency purposes.

2.   Include at least any records or financial reports filed with
other Federal agencies or State authorities.

C.       The Organization has the right to appeal a determination that the
Organization's ACR computation is not acceptable, pursuant to the
provisions of 42 CFR 417.594(e)(2).

D.       To the extent that the Organization's members are unconverted, current
non-risk Medicare enrollees, the Organization agrees to fully comply
with the conditions in Article VI.

E.       The Organization agrees, as required by section 1876(g)(2) of the Act,
that if the ACR (as reduced for the actuarial value of the coinsurance
and deductibles) is less than the average

12
Page 12

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

of the per capita rates of payment to be made under section 1876(a)(1)
for Medicare members enrolled under the risk basis method of payment,
the Organization shall provide its Medicare members with additional
benefits described at section 1876(g)(3), selected by the
Organization, and which HCFA finds are at least equal in value to the
difference between the average per capita payment and the adjusted
community rate (as so reduced).  This condition shall not apply to an
organization which agrees to accept a lesser payment to the extent
that there is no longer a difference between the average per capita
payment and the adjusted community rate (as so reduced).

F.       The Organization agrees -

1.      To publicly offer and provide at least the level of Medicare
covered benefits approved in the ACR.  The Organization
may choose to offer more services or to impose lower premiums
or other charges (in the form of deductibles or coinsurance)
than approved in the ACR.

However, such complimentary services or waived premiums or
other charges must be approved in advance by HCFA and remain
in effect throughout the contract period.

The only mid-year changes that are permitted are those which
are entirely advantageous to Medicare enrollees.  Premiums and
copayments may be reduced at any time during the year, but
once they are reduced, they cannot be increased later on
during the same contract period.  Benefits for which there is
no charge may be added at any time during the contract period,
but also must remain in place for the remainder of the
contract period.  HCFA should be advised of any expanded
benefits or decreases in premiums or copayments arising
in the middle of a contract period.

Waived premiums and complimentary services provided solely to
members of an employer group are governed by the
Organization's contract with the employer.

2.      Nothing in this article may be interpreted as a waiver or
compromise of any appeal rights to which the Organization may
be entitled under Title XVIII of the Act and implementing
regulations.

13
Page 13

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

Article VI

Conditions of the Reasonable Cost Method
of Payment

The following conditions apply to the Organization if it selected in Article II
of this contract to be paid on the Reasonable Cost Method under section 1876(h)
of the Act, or if it selected to be paid on a risk basis and paid on a
reasonable cost basis for unconverted, current non-risk Medicare enrollees:

A.       HCFA shall make payment under this contract for services rendered to
Medicare enrollees on a reasonable cost basis as provided in
regulations.

B.       The Organization agrees to maintain books, records, documents, and
other evidence of accounting procedures and practices that -

1.   Are sufficient to -

a.       Ensure an audit trail; and

b.       Properly reflect all direct and indirect costs
claimed to have been incurred under the contract; and

2.   Include at least records of the following:

a.       Ownership, organization, and operation of the
Organization's financial, medical and other
recordkeeping systems;

b.       Financial statements for the current contract period
and three prior periods;

c.       Federal income tax or information returns for the
current contract period and three prior periods;

d.       Assets acquisition, lease, sale, or other action;

e.       Agreements, contracts, and subcontracts;

f.       Franchise, marketing, and management agreements;

g.       Schedules of charges for the Organization's fee-
for-service patients;

h.       Matters pertaining to costs of operations;

14
Page 14

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

i.       Amounts of income received, by source and payment;

j.       Cash flow statements;

k.       Any financial reports filed with other Federal
programs or State authorities.

C.       The Organization has the right to appeal any final determination of
costs pursuant to the reimbursement appeals procedures contained in
the regulations at 42 CFR Part 405, Subpart R.

D.       The Organization shall make available for the purposes specified in
paragraphs 1-4 of section D of Article IV, its premises, physical
facilities, and equipment, its records relating to its Medicare
enrollees, the records specified in 42 CFR 417.480, and any additional
relevant information that HCFA may require.

E.       The Organization agrees that -

1.      Upon HCFA's request it will provide, subsequent to an
accounting period, an independently certified financial
statement of its per capita incurred cost, based on the types
of components of expenses otherwise reimbursable under Title
XVIII, for providing services described in section 1876(a)(1),
including its method of allocating costs between individuals
enrolled under this section and other individuals enrolled
with the Organization, such statements to be provided in
accordance with accounting procedures prescribed by HCFA;

2.      Failure to report such information may be deemed evidence of
likely overpayment upon which basis collection action may be
taken;

3.      The required financial statements will be consolidated to
include an accounting for the costs of entities related to the
Organization by common ownership or control;

4.      Allowable costs for a related organization may not include
costs for the types of expense otherwise reimbursable under
Title XVIII, in excess of an amount which would be determined
to be reasonable in accordance with regulations;

15
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(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

5.      In any case in which compensation is paid substantially in
excess of what is normally paid for similar services by
similar practitioners, such compensation may, as appropriate,
be considered a distribution of profits.

F.       The Organization agrees to comply with the requirements of section
1833(a)(1)(A) of the Act and its implementing regulations, 42 CFR
417.800 through 42 CFR 417.810, for members who have not been
converted from any previous Health Care Prepayment Plan (HCPP)
contract(s) or arrangement(s).

Article VII

Modification, Termination or Non-renewal

This contract may be modified at any time by written consent of both parties
(the Organization and HCFA).  If the contract is modified, the Organization
must notify its Medicare enrollees of any changes that HCFA determines are
appropriate for notification.  It may be terminated by either party in
accordance with the provisions of 42 CFR 417.494 or a decision by either party
not to renew the contract may be made in accordance with the provisions of 
42 CFR 417.492.

Article VIII

Any revisions to applicable provisions of Title XI or Title XVIII of the Act,
Title XIII of the Public Health Service Act, implementing regulations, policy
issuances and instructions apply as of their effective date.

Article IX

General Contracting Requirements

A.       FACILITIES NONDISCRIMINATION CLAUSE

The following provisions are applicable to and shall be included in
all leases of real estate entered into for the administration of this
agreement:

"As used in this clause, the term 'Facility' means stores, shops,
restaurants, cafeterias, restrooms, and any other facility of a public
nature in the building in which the space covered by this lease is
located.

16
Page 16

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

"The lessor agrees that he will not discriminate by segregation or
otherwise against any person or persons because of race, color,
religion, sex, or national origin in furnishing or by refusing to
furnish, to such person or persons, the use of any facility including
any or all services, privileges, accommodations, and activities
provided thereby.  Nothing herein shall require the furnishing to the
general public of the use of any facility customarily furnished by the
lessor solely to tenants, their employees, customers, patients,
clients, guests and invitees.

"It is agreed that the lessor's noncompliance with the provisions of
this clause shall constitute a material breach of this lease.  In the
event of such noncompliance, the lessee may take appropriate action to
enforce compliance, may terminate this lease or may pursue such other
remedies as may be provided by law.  In the event of termination, the
lessor shall be liable for all excess costs of the lessee in acquiring
substitute space.  Substitute space will be obtained in as close
proximity to the lessor's building as is feasible and moving costs
will be limited to the actual expenses thereof as incurred.

"The lessor agrees to include, or to require the inclusion of the
foregoing provisions of this clause (with the terms "lessor" and
"lessee" appropriately modified) in every agreement or concession
pursuant to which any person other than the lessor operates or has the
right to operate any facility.  Nothing herein contained, however,
shall be deemed to require the lessor to include or require the
inclusion of the foregoing provisions of this clause in any existing
agreement or concession arrangement or one in which the contracting
party other than the lessor has the unilateral right to renew or
extend the agreement or arrangement, until the expiration of the
existing agreement or arrangement and the unilateral right to renew
or extend.  The lessor also agrees that it will take any and all
lawful actions as expeditiously as possible with respect to any such
agreement as the contracting agency may direct to enforce this clause,
including but not limited to termination of the agreement or
concessions and institution of court action."

B.       DISCLOSURE OF INFORMATION

The following clause shall be included in all subcontracts entered
into either for the performance of functions required for the
administration of this agreement or where a subcontractor, his agents,
officers or employees might

17
Page 17

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

reasonably be expected to have access to information within the
purview of section 1106 of the Social Security Act and regulations
prescribed pursuant thereto:

"The contractor agrees to establish and maintain procedures and
controls so that no information contained in its records or obtained
from HCFA or from others in carrying out the terms of this subcontract
shall be used by or disclosed by it, its agents, officers, or
employees except as provided in said section 1106 of the Social
Security Act and regulations prescribed thereunder."

C.       AUTOMATIC TERMINATION OF SUBCONTRACT CLAUSE

The following provision are applicable to and shall be included in all
subcontracts entered into hereafter (except for the purchase of items
and equipment), including leases of real property which exceed the
term of this agreement except where HCFA agrees to its omission.
Failure of the Contractor to include the clause in such subcontract
without the written agreement of HCFA to its omission, shall make the
related costs incurred after the effective date of the nonrenewal or
termination, unallowable.

Notwithstanding the following, if the Contractor wishes to continue
the subcontract relative to its own business after the contract
between HCFA and the Contractor has been terminated or nonrenewed, it
may do so provided it assures HCFA in writing that HCFA's obligations
will terminate at the time the Medicare contract terminates or is
nonrenewed subject to the termination cost provisions provided for in
the contract.

The clause is as follows: "In the event the Medicare contract between
HCFA and (Name of Contractor) is terminated or nonrenewed, the
contract between (Name of Contractor) and (Name of Firm) will be
terminated unless HCFA and (Name of Contractor) agree to the contrary.
Such termination shall be accomplished by delivery of written notice
to (Name of Firm) of the date upon which said termination will become
effective."

18
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(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

D.       PROHIBITION AGAINST USE OF HCFA FUNDS TO INFLUENCE
LEGISLATION OR APPROPRIATIONS

The following provision is applicable to this agreement:

No part of any funds under this agreement shall be used to pay the
salaries or expenses of any Contractor, or any agent acting for the
Contractor, to engage in any activity designed to influence
legislation or appropriations pending before the Congress.

Lobbying costs are defined in and are unallowable in accordance with
Federal Acquisition Regulation 31-205-22.

E.       LIQUIDATED DAMAGES IN SUBCONTRACTS

The following provisions are applicable to and shall be included in
any subcontract entered into or renewed under this agreement
containing a liquidated damages provision which related solely to
Medicare:

The Health Care Financing Administration (HCFA), after consultation
with the Contractor, shall have the right to determine that the
specified levels of performance have not been attained by the
subcontractor.  In such event, HCFA may direct the Contractor to
notify the subcontractor of HCFA's determination that liquidated
damages apply and to set-off the liquidated damages against the
subcontractor.  HCFA shall reimburse the Contractor for all reasonable
costs relating to this activity and shall honor any judgement or award
rendered against the Contractor directly resulting from the
enforcement of such provision as directed by HCFA.  Failure of the
Contractor to timely comply with such direction, shall constitute
cause for the application of any and all administrative, statutory,
and judicial remedies which may be available to HCFA pursuant to this
agreement, including but not limited to, offsetting an amount
equivalent to the amount of such unenforced liquidated damages.  In
the event that such offset is made, the Contractor shall be obligated
to continue to perform all terms and conditions of this agreement
without additional payment from HCFA attributable to such offset
amounts.

19
Page 19

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

F.       FEDERAL ACQUISITION REGULATIONS INCORPORATED BY REFERENCE

This agreement incorporates the following clauses by reference with
the same force and effect as if they were given in full text.  Upon
request, HCFA will make their full text available:

FEDERAL ACQUISITION REGULATION
(48 CFR CHAPTER 1) CLAUSES

52.222-26                 Equal Opportunity (April 1984)

52.203-1                  Officials Not to Benefit (April 1984)

52.203-5                  Covenant Against Contingent Fees (April 1984)

52.219-8                  Utilization of Small Business Concerns and Small Disadvantaged Business Concerns (April 1984)

52.219-9                  Small Business and Small Disadvantaged Business Subcontracting Plan (April 1984)

52.220-3                  Utilization of Labor Surplus Area Concerns (April 1984)

52.220-4                  Labor Surplus Area Subcontracting Program (April 1984)

52.222-3                  Convict Labor (April 1984)

52.222-21                 Certification of Nonsegregated Facilities (April 1984)

52.222-35                 Affirmative Action for Special Disabled and Vietnam Era Veterans (April 1984)

52.222-36                 Affirmative Action for Handicapped Workers (April 1984)

52.203-7                  Fees or Kick-Backs By Subcontractors (Anti-Kickback Act (41 U.S.C. 51-54)) (April 1984)

52.219-13                 Utilization of Women-Owned Small Businesses (April 1984)

52.245-5                  Government Property (April 1984) Applicable only
to Contractors that have been furnished
Government property.

20
Page 20

(Plan # H1036 Contract Period 01/01/92 - 12/31/92)

Signature of the official authorized to request a change in the
banking information needed for HCFA payment to your
Organization.

/s/ WALTER B. STARK         (Signature)
------------------------

Walter B. Stark         (Name)
------------------------

Director Cash Management    (Title)
------------------------

In witness whereof, the parties hereby execute this contract.

Date          January 30  , 1992
------------    --

EFFECTIVE DATE
January 1  , 1992
-----------    --

For the Organization

/s/ JOSEPH E. SHYRIH          (Signature)
--------------------------

Vice President              (Title)
--------------------------

Humana Medical Plan, Inc.        (Organization)
--------------------------

3400 Lakeside Drive
Miramar, Florida 33027           (Address)
--------------------------

For the Health Care Financing
Administration

/s/ CONNIE FORSTER               (Signature)
--------------------------       

for Act. Director
Office of Operation
Office of Prepaid Health Care
Operations and Oversight
Health Care Financing
Administration

21

12/02/91                                                             PAGE:   1
GEOGRAPHIC AREA ATTACHMENT

ORGANIZATION     HUMANA MEDICAL PLAN, INC - DADE             H1036

IN THE STATE OF FL

- THE FOLLOWING COUNTY(IES):

BROWARD          DADE
HILLSBOROUGH     ORANGE
OSCEOLA          PALM BEACH
PASCO            PINELLAS
SEMINOLE         VOLUSIA

P = PARTIAL COUNTY

1
Exhibit 10(x)

EXECUTION COPY

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

CREDIT AGREEMENT

AMONG

HUMANA INC.,

THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
FROM TIME TO TIME PARTIES HERETO

AND

CHEMICAL BANK,
AS AGENT AND AS CAF LOAN AGENT

DATED AS OF JANUARY 12, 1994

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

2
TABLE OF CONTENTS

Page
----

SECTION 1.  DEFINITIONS.....................................................  1

1.1   Defined Terms....................................................  1
1.2   Other Definitional Provisions.................................... 16

SECTION 2.  AMOUNT AND TERMS OF LOANS....................................... 17

2.1   Revolving Credit Loans and Revolving Credit Notes................ 17
2.2   CAF Loans and CAF Loan Notes..................................... 18
2.3   Fees............................................................. 22
2.4   Termination, Reduction or Extension of Commitments............... 23
2.5   Optional Prepayments............................................. 25
2.6   Conversion Options; Minimum Amount of Loans...................... 25
2.7   Interest Rate and Payment Dates for Revolving
Credit Loans................................................... 26
2.8   Computation of Interest and Fees................................. 27
2.9   Inability to Determine Interest Rate............................. 28
2.10   Pro Rata Borrowings and Payments................................ 29
2.11   Illegality...................................................... 30
2.12   Requirements of Law............................................. 31
2.13   Capital Adequacy................................................ 32
2.14   Taxes........................................................... 32
2.15   Indemnity....................................................... 34
2.16   Application of Proceeds of Loans................................ 34
2.17   Notice of Certain Circumstances; Assignment of
Commitments Under Certain Circumstances....................... 34

SECTION 3. LETTERS OF CREDIT................................................ 35

3.1    L/C Sublimit.................................................... 35
3.2    Procedure for Issuance of Letters of Credit .................... 36
3.3    Fees, Commissions and Other Charges............................. 36
3.4    L/C Participation............................................... 37
3.5    Reimbursement Obligation of the Borrower........................ 38
3.6    Obligations Absolute............................................ 38
3.7    Letter of Credit Payments....................................... 38
3.8    Application..................................................... 39

SECTION 4.    REPRESENTATIONS AND WARRANTIES................................ 39

4.1   Corporate Existence; Compliance with Law......................... 39
4.2   No Legal Obstacle to Agreement; Enforceability................... 39
4.3   Litigation....................................................... 40
4.4   Disclosure....................................................... 40
4.5   Defaults......................................................... 41
4.6   Financial Condition.............................................. 41
4.7   Changes in Condition............................................. 41
4.8   Assets........................................................... 42
4.9   Tax Returns...................................................... 42
4.10  Contracts, etc................................................... 42
4.11  Subsidiaries..................................................... 42

-i-

3

Page
----

4.12  Burdensome Obligations........................................... 43
4.13  Pension Plans.................................................... 43
4.14  Environmental and Public and Employee Health and
Safety Matters................................................ 43
4.15  Federal Regulations.............................................. 44
4.16  Investment Company Act; Other Regulations........................ 44
4.17  Solvency......................................................... 44
4.19  Business Activity................................................ 44
4.20  Purpose of Loans................................................. 44

SECTION 5.  CONDITIONS...................................................... 44

5.1   Conditions to the Closing Date................................... 44
5.2   Conditions to Each Loan.......................................... 46

SECTION 6.  AFFIRMATIVE COVENANTS........................................... 47

6.1   Taxes, Indebtedness, etc......................................... 47
6.2   Maintenance of Properties; Maintenance of
Existence.................................................... 47
6.3   Insurance........................................................ 48
6.4   Financial Statements............................................. 48
6.5   Certificates; Other Information.................................. 50
6.6   Compliance with ERISA............................................ 50
6.7   Compliance with Laws............................................. 51
6.8   Inspection of Property; Books and Records;
Discussions.................................................. 51
6.9   Notices.......................................................... 51
6.10  Maintenance of Accreditation, Etc. .............................. 52
6.11  Further Assurances............................................... 52

SECTION 7.  NEGATIVE COVENANTS.............................................. 53

7.1   Financial Condition Covenants.................................... 53
7.2   Limitation on Subsidiary Indebtedness............................ 53
7.3   Limitation on Liens.............................................. 53
7.4   Limitations on Fundamental Changes............................... 55
7.5   Limitation on Sale of Assets..................................... 55
7.6   Limitation on Distributions...................................... 56
7.7   Transactions with Affiliates..................................... 56
7.8   Sale and Leaseback............................................... 56
7.9   Limitation on Negative Pledge Clauses............................ 57

SECTION 8.  DEFAULTS........................................................ 57

8.1   Events of Default................................................ 57
8.2   Annulment of Defaults............................................ 61
8.3   Waivers.......................................................... 61
8.4   Course of Dealing................................................ 61

SECTION 9.  THE AGENT....................................................... 61

9.1   Appointment...................................................... 61

-ii-

4

Page
----

9.2  Delegation of Duties............................................. 62
9.3  Exculpatory Provisions........................................... 62
9.4  Reliance by Agent................................................ 62
9.5  Notice of Default................................................ 63
9.6  Non-Reliance on Agent and Other Banks............................ 63
9.7  Indemnification.................................................. 64
9.8  Agent and CAF Loan Agent in Its Individual Capacity.............. 64
9.9  Successor Agent.................................................. 64

SECTION 10.  MISCELLANEOUS.................................................. 65

10.1  Amendments and Waivers........................................... 65
10.2  Notices.......................................................... 65
10.3  No Waiver; Cumulative Remedies................................... 66
10.4  Survival of Representations and Warranties....................... 66
10.5  Payment of Expenses and Taxes; Indemnity......................... 67
10.6  Successors and Assigns; Participations;
Purchasing Banks............................................... 67
10.7  Adjustments; Set-off............................................. 71
10.8  Counterparts..................................................... 72
10.9  GOVERNING LAW.................................................... 72
10.10  WAIVERS OF JURY TRIAL........................................... 72
10.11  Submission To Jurisdiction; Waivers............................. 72
10.12  Confidentiality of Information.................................. 72

SCHEDULES

SCHEDULE I       Commitment Amounts and Percentages; Lending
Offices; Addresses for Notice
SCHEDULE II      Applicable Margins
SCHEDULE III     Indebtedness
SCHEDULE IV      Subsidiaries of the Company
SCHEDULE V       Liens

EXHIBITS

EXHIBIT A        Form of Revolving Credit Note
EXHIBIT B        Form of Grid CAF Loan Note
EXHIBIT C        Form of Individual CAF Loan Note
EXHIBIT D        Form of CAF Loan Request
EXHIBIT E        Form of CAF Loan Offer
EXHIBIT F        Form of CAF Loan Confirmation Agreement
EXHIBIT G        Form of Commitment Transfer Supplement
EXHIBIT H        Form of Closing Certificate

-iii-

5

CREDIT AGREEMENT, dated as of January 12, 1994, among HUMANA INC., a
Delaware corporation (the "Company"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Banks") and
CHEMICAL BANK, a New York banking corporation, as agent for the Banks hereunder
(in such capacity, the "Agent") and as CAF Loan agent (in such capacity, the
"CAF Loan Agent").

The parties hereto hereby agree as follows:

SECTION 1.  DEFINITIONS

1.1   Defined Terms.  As used in this Agreement, the following
terms have the following meanings:

"Additional Bank": as defined in subsection 2.4(d).

"Admitted Asset": with respect to any HMO Subsidiary or
Insurance Subsidiary, any asset of such HMO subsidiary or Insurance
Subsidiary which qualifies as an "admitted asset" (or any like item)
under the applicable Insurance Regulations and HMO Regulations.

"Affiliate": (a) any director or officer of any corporation or
partner or joint venturer or Person holding a similar position in
another Person or members of their families, whether or not living
under the same roof, or any Person owning beneficially more than 5% of
the outstanding common stock or other evidences of beneficial interest
of the Person in question, (b) any Person of which any one or more of
the Persons described in clause (a) above is an officer, director or
beneficial owner of more than 5% of the shares or other beneficial
interest and (c) any Person controlled by, controlling or under common
control with the Person in question.

"Aggregate Outstanding Extensions of Credit": as to any Bank
at any time, an amount equal to the sum of (a) the aggregate principal
amount of all Loans made by such Bank then outstanding and (b) such
Bank's Commitment Percentage of the L/C Obligations then outstanding.

"Agreement": this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

"Alternate Base Rate": for any day, a rate per annum (rounded
upwards, if necessary, to the next 1/16 of 1%) equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%.  For purposes hereof: "Prime Rate"
shall mean the rate of interest per annum publicly announced from time
to time by the Agent as its prime rate in effect

6
2

at its principal office in New York City (each change in the Prime
Rate to be effective on the date such change is publicly
announced); "Base CD Rate" shall mean the sum of (a) the product of (i)
the Three-Month Secondary CD Rate and (ii) a fraction, the numerator
of which is one and the denominator of which is one minus the C/D
Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month
Secondary CD Rate" shall mean, for any day, the secondary market rate
for three-month certificates of deposit reported as being in effect on
such day (or, if such day shall not be a Business Day, the next
preceding Business Day) by the Board of Governors of the Federal
Reserve System (the "Board") through the public information telephone
line of the Federal Reserve Bank of New York (which rate will, under
the current practices of the Board, be published in Federal Reserve
Statistical Release H.15(519) during the week following such day), or,
if such rate shall not be so reported on such day or such next
preceding Business Day, the average of the secondary market quotations
for three-month certificates of deposit of major money center banks in
New York City received at approximately 10:00 A.M., New York City
time, on such day (or, if such day shall not be a Business Day, on the
next preceding Business Day) by the Agent from three New York City
negotiable certificate of deposit dealers of recognized standing
selected by it; "C/D Reserve Percentage" shall mean, for any day, that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board (or any successor), for determining the
maximum reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding one billion Dollars in
respect of new non-personal three-month certificates of deposit in
the secondary market in Dollars in New York City and in an amount of
$100,000 or more; "C/D Assessment Rate" shall mean, for any day, the
net annual assessment rate (rounded upward to the nearest 1/100th of
1%) determined by Chemical Bank to be payable on such day to the
Federal Deposit Insurance Corporation or any successor ("FDIC") for
FDIC's insuring time deposits made in Dollars at offices of Chemical
Bank in the United States; and "Federal Funds Effective Rate" shall
mean, for any day, the weighted average of the rates on overnight
federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate
is not so published for any day which is a Business Day, the average
of the quotations for the day of such transactions received by the
Agent from three federal funds brokers of recognized standing selected
by it.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
Effective Rate shall be effective on the effective day of such change
in the Prime Rate, the Three-Month Secondary CD Rate or the Federal
Funds Effective Rate, respectively.

7
3

"Alternate Base Rate Loans": Revolving Credit Loans hereunder
at such time as they are made and/or being maintained at a rate of
interest based upon the Alternate Base Rate.

"Applicable LIBOR Auction Advance Rate": in respect of any CAF
Loan requested pursuant to a LIBOR Auction Advance Request, the London
interbank offered rate for deposits in Dollars for the period
commencing on the date of such CAF Loan and ending on the maturity
date thereof which appears on Telerate Page 3750 as of 11:00 A.M.,
London time, two Working Days prior to the beginning of such period.

"Applicable Margin": for each Type of Revolving Credit Loan
during a Level I Utilization Period, Level II Utilization Period or
Level III Utilization Period, the rate per annum set forth under the
relevant column heading in Schedule II.  Increases or decreases in the
Applicable Margin shall become effective on the first day of the Level
I Utilization Period, Level II Utilization Period or Level III
Utilization Period, as the case may be, to which such Applicable
Margin relates.

"Application": any application, in such form as the Issuing
Bank may specify from time to time, requesting the Issuing Bank to
open a Letter of Credit.

"Available Commitments": at a particular time, an amount equal
to the difference between (a) the amount of the Commitments at such
time and (b) the Aggregate Outstanding Extensions of Credit at such
time.

"Bank Obligations":  as defined in subsection 8.1.

"Benefitted Bank":  as defined in subsection 10.7.

"Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.1(c) or 2.2(b) as a date on which the Company
requests the Banks to make Revolving Credit Loans or CAF Loans, as the
case may be, hereunder.

"Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or
required by law to close.

"CAF Loan": each CAF Loan made pursuant to subsection 2.2;
the aggregate amount advanced by a CAF Loan Bank pursuant to
subsection 2.2 on each CAF Loan Date shall constitute one or more CAF
Loans, as specified by such CAF Loan Bank pursuant to subsection
2.2(b)(vi).

"CAF Loan Assignee":  as defined in subsection 10.6(c).

8
4

"CAF Loan Assignment": any assignment by a CAF Loan Bank to a
CAF Loan Assignee of a CAF Loan and related Individual CAF Loan Note;
any such CAF Loan Assignment to be registered in the Register must set
forth, in respect of the CAF Loan Assignee thereunder, the full name
of such CAF Loan Assignee, its address for notices, its lending office
address (in each case with telephone and facsimile transmission
numbers) and payment instructions for all payments to such CAF Loan
Assignee, and must contain an agreement by such CAF Loan Assignee to
comply with the provisions of subsection 10.6(c) and subsection
10.6(h) to the same extent as any Bank.

"CAF Loan Banks": Banks from time to time designated as CAF
Loan Banks by the Company by written notice to the CAF Loan Agent
(which notice the CAF Loan Agent shall transmit to each such CAF Loan
Bank).

"CAF Loan Confirmation": each confirmation by the Company of
its acceptance of one or more CAF Loan Offers, which CAF Loan
Confirmation shall be substantially in the form of Exhibit F and shall
be delivered to the CAF Loan Agent in writing or by facsimile
transmission.

"CAF Loan Date": each date on which a CAF Loan is made
pursuant to subsection 2.2.

"CAF Loan Note": a Grid CAF Loan Note or an Individual CAF
Loan Note.

"CAF Loan  Offer": each offer by a CAF Loan Bank to make one
or more CAF Loans pursuant to a CAF Loan Request, which CAF Loan Offer
shall contain the information specified in Exhibit E and shall be
delivered to the CAF Loan Agent by telephone, immediately confirmed by
facsimile transmission.

"CAF Loan Request": each request by the Company for CAF Loan
Banks to submit bids to make CAF Loans, which shall contain the
information in respect of such requested CAF Loans specified in
Exhibit D and shall be delivered to the CAF Loan Agent in writing or
by facsimile transmission, or by telephone, immediately confirmed by
facsimile transmission.

"Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to
purchase any of the foregoing.

"Change in Control": of any corporation, (a) any Person or
"group" (as defined in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended), other than the

9
5

Company, that shall acquire more than 50% of the Voting Stock of such
corporation or (b) any Person or group (as defined in preceding clause
(a)), other than the Company, that shall acquire more than 20% of the
Voting Stock of such corporation and, at any time following an
acquisition described in this clause (b), the Continuing Directors
shall not constitute a majority of the board of directors of such
corporation.

"Chemical Bank": Chemical Bank, a New York banking corporation.

"Closing Date": the date on which all of the conditions
precedent for the Closing Date set forth in subsection 5.1 shall have
been fulfilled.

"Code": the Internal Revenue Code of 1986, as amended from
time to time.

"Commitment": as to any Bank, its obligation to make Revolving
Credit Loans to the Company pursuant to subsection 2.1(a) and/or issue
or participate in Letters of Credit issued on behalf of the Company in
an aggregate principal amount and/or face amount not to exceed at any
one time outstanding the amount set forth opposite such Bank's name in
Schedule I, as such amount may be reduced or increased from time to
time as provided herein.

"Commitment Percentage": as to any Bank, the percentage of the
aggregate Commitments constituted by such Bank's Commitment.

"Commitment Period": the period from and including the Closing
Date to but not including the Termination Date or such earlier date on
which the Commitments shall terminate as provided herein.

"Commitment Transfer Supplement": a Commitment Transfer
Supplement, substantially in the form of Exhibit G.

"Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Company within
the meaning of Section 4001 of ERISA or is part of a group which
includes the Company and which is treated as a single employer under
Section 414 of the Code.

"Consolidated Assets": the consolidated assets of the Company
and its Subsidiaries, determined in accordance with GAAP.

"Consolidated Earnings Before Interest and Taxes": for any
period for which the amount thereof is to be determined, Consolidated
Net Income for such period plus all amounts deducted in computing such
Consolidated Net Income in

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6

respect of Consolidated Interest Expense and income taxes, all
determined in accordance with GAAP.

"Consolidated Interest Expense": for any period for which the
amount thereof is to be determined, all amounts deducted in computing
Consolidated Net Income for such period in respect of interest expense
on Indebtedness determined in accordance with GAAP.

"Consolidated Net Income": for any period, the consolidated
net income, if any, after taxes, of the Company and its Subsidiaries
for such period determined in accordance with GAAP.

"Consolidated Net Tangible Assets": means the total amount of
assets (less applicable reserves and other properly deductible items)
after deducting therefrom (i) all current liabilities as disclosed on
the consolidated balance sheet of the Company (excluding any thereof
which are by their terms extendable or renewable at the option of the
obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed and excluding any deferred
income taxes that are included in current liabilities), and (ii) all
goodwill, trade names, trademarks, patents, unamortized debt discount
and expense and other like intangible assets, all as set forth on the
most recent consolidated balance sheet of the Company and computed in
accordance with GAAP.

"Consolidated Net Worth": Consolidated Assets of the Company
and its Subsidiaries less the following:

(a)   the amount, if any, at which any treasury stock
appears on the assets side of the balance sheet;

(b)   an amount equal to all amounts which appear or
should appear as a credit on the balance sheet of the Company
in respect of any class or series of preferred stock of the
Company; and

(c)   all liabilities which in accordance with GAAP
should be reflected as liabilities on such consolidated
balance sheet, but in any event including all Indebtedness.

"Consolidated Total Debt": the aggregate of all Indebtedness
(including the current portion thereof) of the Company and its
Subsidiaries on a consolidated basis.

"Continuing Bank": as defined in subsection 2.4(c).

"Continuing Director": any member of the Board of Directors of
the Company who is a member of such Board on the date of this
Agreement, and any Person who is a member

11
7

of such Board and whose nomination as a director was approved by a
majority of the Continuing Directors then on such Board.

"Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or
undertaking to which such Person is a party or by which it or any of
its property is bound.

"Control Group Person": any Person which is a member of the
controlled group or is under common control with the Company within
the meaning of Section 414(b) or 414(c) of the Code or Section
4001(b)(1) of ERISA.

"Default": any of the events specified in subsection 8.1,
whether or not any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Distribution": (a) the declaration or payment of any dividend
on or in respect of any shares of any class of Capital Stock of the
Company other than dividends payable solely in shares of common stock
of the Company; (b) the purchase, redemption or other acquisition of
any shares of any class of Capital Stock of the Company directly or
indirectly through a Subsidiary or otherwise; and (c) any other
distribution on or in respect of any shares of any class of Capital
Stock of the Company.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Domestic Lending Office": initially, the office of each Bank
designated as such in Schedule I; thereafter, such other office of
such Bank, if any, located within the United States which shall be
making or maintaining Alternate Base Rate Loans.

"Effective Date":  as defined in subsection 2.4(b).

"ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

"Eurocurrency Reserve Requirements": for any day as applied to
a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on
such day (including, without limitation, basic, supplemental, marginal
and emergency reserves under any regulations of the Board of Governors
of the Federal Reserve System or other Governmental Authority having
jurisdiction with respect thereto), dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as
"Eurocurrency

12
8

Liabilities" in Regulation D of such Board) maintained by a member
bank of such System.

"Eurodollar Lending Office": initially, the office of each
Bank designated as such in Schedule I; thereafter, such other office
of such Bank, if any, which shall be making or maintaining Eurodollar
Loans.

"Eurodollar Loans": Revolving Credit Loans hereunder at such
time as they are made and/or are being maintained at a rate of
interest based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
equal to the average (rounded upwards to the nearest whole multiple of
one sixteenth of one percent) of the respective rates notified to the
Agent by the Reference Banks as the rate at which each of their
Eurodollar Lending Offices is offered Dollar deposits two Working Days
prior to the beginning of such Interest Period in the interbank
eurodollar market where the eurodollar and foreign currency and
exchange operations of such Eurodollar Lending Office are then being
conducted at or about 10:00 A.M., New York City time, for delivery on
the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to the amount of the Eurodollar
Loan of such Reference Bank to be outstanding during such Interest
Period.

"Eurodollar Tranche": the collective reference to Eurodollar
Loans having the same Interest Period (whether or not originally made
on the same day).

"Event of Default": any of the events specified in subsection
8.1, provided that any requirement for the giving of notice, the lapse
of time, or both, or any other condition, event or act has been
satisfied.

"Financing Lease": any lease of property, real or personal, if
the then present value of the minimum rental commitment thereunder
should, in accordance with GAAP, be capitalized on a balance sheet of
the lessee.

"Fixed Rate Auction Advance Request": any CAF Loan Request
requesting the CAF Loan Banks to offer to make CAF Loans at a fixed
rate (as opposed to a rate composed of the Applicable LIBOR Auction
Advance Rate plus or minus a margin).

"GAAP": (a) with respect to determining compliance by the
Company with the provisions of subsections 7.1, 7.2 and 7.5, generally
accepted accounting principles in the United States of America
consistent with those utilized in preparing the audited financial
statements referred to in

13
9

subsection 4.6 and (b) with respect to the financial statements
referred to in subsection 4.6 or the furnishing of financial
statements pursuant to subsection 6.4 and otherwise, generally
accepted accounting principles in the United States of America from
time to time in effect.

"Governmental Authority": any nation or government, any state
or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government.

"Grid CAF Loan Note": as defined in subsection 2.2(f).

"Guarantee Obligation": any arrangement whereby credit is
extended to one party on the basis of any promise of another, whether
that promise is expressed in terms of an obligation to pay the
Indebtedness of another, or to purchase an obligation owed by that
other, to purchase assets or to provide funds in the form of lease or
other types of payments under circumstances that would enable that
other to discharge one or more of its obligations, whether or not such
arrangement is listed in the balance sheet of the obligor or referred
to in a footnote thereto, but shall not include endorsements of items
for collection in the ordinary course of business.

"Headquarters": the principal executive offices of the Company
located at 500 West Main Street, Louisville, Kentucky 40202.

"HMO": a health maintenance organization doing business as
such (or required to qualify or to be licensed as such) under HMO
Regulations.

"HMO Regulation": all laws, regulations, directives and
administrative orders applicable under federal or state law to health
maintenance organizations and any regulations, orders and directives
promulgated or issued pursuant thereto.

"HMO Regulator": any Person charged with the administration,
oversight or enforcement of an HMO Regulation.

"HMO Subsidiary": any Subsidiary of the Company that is now or
hereafter an HMO.

"Indebtedness": of a Person, at a particular date, the sum
(without duplication) at such date of (a) all indebtedness of such
Person for borrowed money or for the deferred purchase price of
property or services or which is evidenced by a note, bond, debenture
or similar instrument, (b) all obligations of such Person under
Financing Leases,

14
10

(c)  all obligations of such Person in respect of letters of credit,
acceptances, or similar obligations issued or created for the account
of such Person in excess of $1,000,000, (d) all liabilities secured by
any Lien on any property owned by the Company or any Subsidiary even
though such Person has not assumed or otherwise become liable for the
payment thereof and (e) all Guarantee Obligations relating to any of
the foregoing in excess of $1,000,000.

"Individual CAF Loan Note": as defined in subsection 2.2(g).

"Insolvency" or "Insolvent": at any particular time, a
Multiemployer Plan which is insolvent within the meaning of Section
4245 of ERISA.

"Insurance Regulation": any law, regulation, rule, directive
or order applicable to an insurance company.

"Insurance Regulator": any Person charged with the
administration, oversight or enforcement of any Insurance Regulation.

"Insurance Subsidiary": any Subsidiary of the Company that is
now or hereafter doing business (or required to qualify or to be
licensed) under Insurance Regulations.

"Interest Payment Date": (a) as to any Alternate Base Rate
Loan, the last day of each March, June, September and December,
commencing on the first of such days to occur after Alternate Base
Rate Loans are made or Eurodollar Loans are converted to Alternate
Base Rate Loans, (b) as to any Eurodollar Loan in respect of which the
Company has selected an Interest Period of one, two or three months,
the last day of such Interest Period and (c) as to any Eurodollar Loan
in respect of which the Company has selected a longer Interest Period
than the periods described in clause (b), the last day of each March,
June, September and December falling within such Interest Period and
the last day of such Interest Period.

"Interest Period": with respect to any Eurodollar Loans:

(i)   initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loans and ending one, two, three or six
months thereafter (or, with the consent of all the Banks, nine
or twelve months thereafter), as selected by the Company in
its notice of borrowing as provided in subsection 2.1(c) or
its notice of conversion as provided in subsection 2.6(a), as
the case may be; and

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11

(ii)   thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such
Eurodollar Loans and ending one, two, three or six months
thereafter (or, with the consent of all the Banks, nine or
twelve months thereafter), as selected by the Company by
irrevocable notice to the Agent not less than three Business
Days prior to the last day of the then current Interest Period
with respect to such Eurodollar Loans;

provided that, all of the foregoing provisions relating to Interest
Periods are subject to the following:

(1)   if any Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day which is not a
Business Day, such Interest Period shall be extended to the
next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another
calendar month in which event such Interest Period shall end
on the immediately preceding Business Day;

(2)   if the Company shall fail to give notice as
provided above, the Company shall be deemed to have selected
an Alternate Base Rate Loan to replace the affected Eurodollar
Loan;

(3)   any Interest Period pertaining to a Eurodollar
Loan that begins on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of a calendar month;

(4)   any interest period pertaining to a Eurodollar
Loan that would otherwise end after the Termination Date shall
end on the Termination Date; and

(5)   the Company shall select Interest Periods so as
not to require a payment or prepayment of any Eurodollar Loan
during an Interest Period for such Loan.

"Issuing Bank": Chemical Bank, in its capacity as issuer of
any Letter of Credit.

"L/C Fee Payment Date": the last day of each March, June,
September and December.

"L/C Obligations": at any time, an amount equal to the sum of
(a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings
under Letters of Credit which have not then been reimbursed pursuant
to subsection 3.5.

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12

"L/C Participants": the collective reference to all the Banks
other than the Issuing Bank.

"L/C Sublimit":  $75,000,000.

"Letters of Credit": as defined in  subsection  3.1(a).

"Level I Utilization Period": at a particular time, any
six-month period (or, at any time which is prior to the date which is
six-months after the Closing Date, such shorter period) ending at such
time during which the average daily Aggregate Outstanding Extensions
of Credit of all Banks is less than 33-1/3% of the aggregate amount of
the average daily Commitments of all Banks.

"Level II Utilization Period": at a particular time, any
six-month period (or, at any time which is prior to the date which is
six months after the Closing Date, such shorter period) ending at such
time during which the average daily Aggregate Outstanding Extensions
of Credit of all Banks is greater than or equal to 33-1/3% of the
aggregate amount of the average daily Commitments of all Banks but
less than 66-2/3% of the aggregate amount of the average daily
Commitments of all Banks.

"Level III Utilization Period": at a particular time, any
six-month period (or, at any time which is prior to the date which is
six months after the Closing Date, such shorter period) ending at such
time during which the average daily Aggregate Outstanding Extensions
of Credit of all Banks is greater than or equal to 66-2/3% of the
aggregate amount of the average daily Commitments of all Banks.

"Leverage Ratio": at the last day of any full fiscal quarter
of the Company, the ratio of (a) all Indebtedness of the Company and
its Subsidiaries outstanding on such date to (b) Consolidated Net
Income for the period of four fiscal quarters of the Company ended on
such day plus, to the extent deducted from earnings in determining
such Consolidated Net Income, Consolidated Interest Expense, income
taxes, depreciation and amortization.

"LIBOR Auction Advance Request": any CAF Loan Request
requesting the CAF Loan Banks to offer to make CAF Loans at an
interest rate equal to the Applicable LIBOR Auction Advance Rate plus
or minus a margin.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), or
preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement,
any

17
13

financing lease having substantially the same economic effect as any 
of the foregoing).

"Loan": any loan made by any Bank pursuant to this Agreement.

"Loan Documents": this Agreement, the Notes and the
Applications.

"Majority Banks": (a) during the Commitment Period, Banks
whose Commitment Percentages aggregate at least 51% and (b) after the
Commitments have expired or been terminated, Banks whose outstanding
Loans represent in the aggregate 51% of all outstanding Loans.

"Material Adverse Effect": any material adverse effect on (a)
the business, assets, operations or condition (financial or otherwise)
of the Company and its Subsidiaries taken as a whole, (b) the ability
of the Company to perform its obligations under this Agreement and the
Notes or (c) the rights and remedies of the Banks with respect to the
Company and its Subsidiaries under any of the Loan Documents.

"Multiemployer Plan": a Plan which is a multiemployer plan as
defined in Section 4001(a)(3) of ERISA.

"Note": any Revolving Credit Note or CAF Loan Note.

"Participants":  as defined in subsection 10.6(b).

"Payment Sharing Notice": a written notice from the Company,
or any Bank, informing the Agent that an Event of Default has occurred
and is continuing and directing the Agent to allocate payments
thereafter received from the Company in accordance with subsection
2.10(c).

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan
which is covered by ERISA and in respect of which the Company or a
Control Group Person is (or, if such plan were terminated at such
time, would under Section 4069 of ERISA be deemed to be) an "employer"
as defined in Section 3(5) of ERISA.

"Purchasing Banks": as defined in subsection 10.6(d).

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14

"Reference Banks": Chemical Bank, The Chase Manhattan Bank,
N.A. and Citibank, N.A.

"Register":  as defined in subsection 10.6(e).

"Regulation U": Regulation U of the Board of Governors of the
Federal Reserve System.

"Reimbursement Obligation": the obligation of the Company to
reimburse the Issuing Bank pursuant to subsection 3.5(a) for amounts
drawn under Letters of Credit.

"Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of
such term as used in Section 4241 of ERISA.

"Reportable Event": any of the events set forth in Section
4043(b) of ERISA, other than those events as to which the thirty day
notice period is waived under subsections .13, .14, .16, .18, .19 or
.20 of PBGC Reg. subsection 2615.

"Requested Termination Date": as defined in subsection 2.4(b).

"Required Banks": (a) during the Commitment Period, Banks
whose Commitment Percentages aggregate at least 66-2/3% and (b) after
the Commitments have expired or been terminated, Banks whose
outstanding Loans represent in the aggregate 66-2/3% of all
outstanding Loans.

"Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.

"Responsible Officer": the chief executive officer, the
president, any executive or senior vice president or vice president of
the Company, the chief financial officer, treasurer or controller of
the Company.

"Revolving Credit Loans": as defined in subsection 2.1(a).

"Revolving Credit Notes": as defined in subsection 2.1(b).

"Significant Subsidiary": means, at any particular time, any
Subsidiary of the Company having total assets of $5,000,000 or more at
that time.

19
-15-

"Single Employer Plan": any Plan which is covered by Title IV
of ERISA, but which is not a Multiemployer Plan.

"Solvent": with respect to any Person (or group of Persons) on
a particular date, that on such date (i) the fair value of the
property of such Person (or group of Persons) is greater than the
total amount of liabilities, including, without limitation, contingent
liabilities, of such Person (or group of Persons), (ii) the present
fair salable value of the assets of such Person (or group of Persons)
is not less than the amount that will be required to pay the probable
liability of such Person (or group of Persons) on its debts as they
become absolute and matured, (iii) such Person (or group of Persons)
is able to pay its debts and other liabilities, contingent obligations
and other commitments as they mature in the normal course of business,
(iv) such Person (or group of Persons) does not intend to, and does
not believe that it will, incur debts or liabilities beyond such
Person's (or group of Person's) ability to pay as such debts and
liabilities mature, (v) such Person (or group of Persons) is not
engaged in a business or a transaction, and is not about to engage in
a business or a transaction, for which such Person's (or group of
Person's) property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in
which such Person (or group of Persons) is engaged and (vi) such
Person (or group of Persons) is solvent under all applicable HMO
Regulations and Insurance Regulations.  In computing the amount of
contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount
that can reasonably be expected to become an actual or matured
liability.

"Standby Letter of Credit":  as defined in subsection 3.1(a).

"Subsidiary": as to any Person, a corporation of which shares
of stock having ordinary voting power (other than stock having such
power only by reason of the happening of a contingency) to elect a
majority of the board of directors or other managers of such
corporation are at the time owned, or the management of which is
otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.  Unless otherwise qualified,
all references to a "Subsidiary" or to "Subsidiaries" in this
Agreement shall refer to a Subsidiary or Subsidiaries of the Company.

"Taxes":  as defined in subsection 2.14.

"Terminating Bank": as defined  in  subsection  2.4(c).

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16

"Termination Date": the third anniversary of the Closing Date
(or, if such date is not a Business Day, the next succeeding Business
Day), or such other Business Day to which the Termination Date may be
changed pursuant to subsection 2.4).

"Transfer Effective Date": as defined in each Commitment
Transfer Supplement.

"Transferee":  as defined in subsection 10.6(g).

"Type": as to any Revolving Credit Loan, its nature as an
Alternate Base Rate Loan or Eurodollar Loan.

"Uniform Customs": the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce
Publication No. 500, as the same may be amended from time to time.

"Voting Stock": of any corporation, shares of capital stock or
other securities of such corporation entitled to vote generally in the
election of directors of such corporation.

"Working Day": any Business Day on which dealings in foreign
currencies and exchange between banks may be carried on in London,
England.

1.2     Other Definitional Provisions. (a) Unless otherwise specified
therein, all terms defined in this Agreement shall have the defined meanings
when used in the Notes or any certificate or other document made or delivered
pursuant hereto.

(b)     As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms relating to the Company and its Subsidiaries not defined in
subsection 1.1 and accounting terms partly defined in subsection 1.1, to the
extent not defined, shall have the respective meanings given to them under
GAAP.

(c)     The words "hereof", "herein", and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d)     The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

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SECTION 2.   AMOUNT AND TERMS OF LOANS

2.1  Revolving Credit Loans and Revolving Credit Notes. (a)
Subject to the terms and conditions hereof, each Bank severally agrees to make
loans ("Revolving Credit Loans") to the Company from time to time during the
Commitment Period in an aggregate principal amount at any one time outstanding
which, when added to such Bank's Commitment Percentage of the then outstanding
L/C Obligations, does not exceed the Commitment of such Bank, provided that the
Aggregate Outstanding Extensions of Credit of all Banks shall not at any time
exceed the aggregate amount of the Commitments.  During the Commitment Period
the Company may use the Commitments by borrowing, prepaying the Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.  The Revolving Credit Loans may be (i) Eurodollar
Loans,  (ii) Alternate Base Rate Loans or (iii) a combination thereof, as
determined by the Company and notified to the Agent in accordance with
subsection 2.1 (c).  Eurodollar Loans shall be made and maintained by each Bank
at its Eurodollar Lending Office, and Alternate Base Rate Loans shall be made
and maintained by each Bank at its Domestic Lending Office.

(b)  The Revolving Credit Loans made by each Bank shall be
evidenced by a promissory note of the Company, substantially in the form of
Exhibit A with appropriate insertions as to payee, date and principal amount (a
"Revolving Credit Note"), payable to the order of such Bank and evidencing the
obligation of the Company to pay a principal amount equal to the amount of the
initial Commitment of such Bank or, if a lesser amount, the aggregate unpaid
principal amount of all Revolving Credit Loans made by such Bank.  Each Bank is
hereby authorized to record the date, Type and amount of each Revolving Credit
Loan made or converted by such Bank, and the date and amount of each payment or
prepayment of principal thereof, and, in the case of Eurodollar Loans, the
Interest Period with respect thereto, on the schedule annexed to and
constituting a part of its Revolving Credit Note, and any such recordation
shall constitute prima facie evidence of the accuracy of the information so
recorded; provided, however, that the failure to make any such recordation
shall not affect the obligations of the Company hereunder or under any
Revolving Credit Note.  Each Revolving Credit Note shall (x) be dated the
Closing Date, (y) be stated to mature on the Termination Date, and (z) bear
interest on the unpaid principal amount thereof from time to time outstanding
at the applicable interest rate per annum determined as provided in subsection
2.7.

(c)  The Company may borrow under the Commitments during the
Commitment Period on any Working Day if the borrowing is of Eurodollar Loans or
on any Business Day if the borrowing is of Alternate Base Rate Loans; provided
that the Company shall give the Agent irrevocable notice (which notice must be
received by the Agent (i) prior to 11:30 A.M., New York City time three

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Working Days prior to the requested Borrowing Date, in the case of Eurodollar
Loans, and (ii) prior to 10:00 A.M., New York City time, on the requested
Borrowing Date, in the case of Alternate Base Rate Loans), specifying (A) the
amount to be borrowed,  (B) the requested Borrowing Date, (C) whether the
borrowing is to be of Eurodollar Loans, Alternate Base Rate Loans, or a
combination thereof, and (D) if the borrowing is to be entirely or partly of
Eurodollar Loans, the length of the Interest Period therefor. Each borrowing
pursuant to the Commitments shall be in an aggregate principal amount equal to
the lesser of (i) $10,000,000 or a whole multiple of $1,000,000 in excess
thereof and (ii) the then Available Commitments.  Upon receipt of such notice
from the Company, the Agent shall promptly notify each Bank thereof.  Each Bank
will make the amount of its pro rata share of each borrowing available to the
Agent for the account of the Company at the office of the Agent set forth in
subsection 10.2 prior to 12:00 P.M., New York City time, on the Borrowing Date
requested by the Company in funds immediately available to the Agent.  The
proceeds of all such Revolving Credit Loans will then be made available to the
Company by the Agent at such office of the Agent by crediting the account of
the Company on the books of such office with the aggregate of the amounts made
available to the Agent by the Banks.

2.2  CAF Loans and CAF Loan Notes.   (a) The Company may borrow
CAF Loans from time to time on any Business Day (in the case of CAF Loans made
pursuant to a Fixed Rate Auction Advance Request) or any Working Day (in the
case of CAF Loans made pursuant to a LIBOR Auction Advance Request) during the
period from the Closing Date until the date occurring 14 days prior to the
Termination Date in the manner set forth in this subsection 2.2 and in amounts
such that the Aggregate Outstanding Extensions of Credit of all Banks at any
time shall not exceed the aggregate amount of the Commitments at such time.

(b)   (i)  The Company shall request CAF Loans by delivering a CAF
Loan Request to the CAF Loan Agent, not later than 12:00 Noon (New York City
time) four Working Days prior to the proposed Borrowing Date (in the case of a
LIBOR Auction Advance Request), and not later than 10:00 A.M. (New York City
time) one Business Day prior to the proposed Borrowing Date (in the case of a
Fixed Rate Auction Advance Request).  Each CAF Loan Request may solicit bids
for CAF Loans in an aggregate principal amount of $10,000,000 or an integral
multiple thereof and for not more than three alternative maturity dates for
such CAF Loans. The maturity date for each CAF Loan shall be not less than 7
days nor more than 360 days after the Borrowing Date therefor (and in any event
not after the Termination Date).  The CAF Loan Agent shall promptly notify each
CAF Loan Bank by facsimile transmission of the contents of each CAF Loan
Request received by it.

(ii)  In the case of a LIBOR Auction Advance Request, upon receipt
of notice from the CAF Loan Agent of the contents of

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such CAF Loan Request, any CAF Loan Bank that elects, in its sole discretion,
to do so, shall irrevocably offer to make one or more CAF Loans at the
Applicable LIBOR Auction Advance Rate plus or minus a margin for each such CAF
Loan determined by such CAF Loan Bank in its sole discretion.  Any such
irrevocable offer shall be made by delivering a CAF Loan Offer to the CAF Loan
Agent, before 9:30 A.M., New York City time, three Working Days before the
proposed Borrowing Date, setting forth the maximum amount of CAF Loans for each
maturity date, and the aggregate maximum amount for all maturity dates, which
such Bank would be willing to make (which amounts may, subject to subsection
2.2(a), exceed such CAF Loan Bank's Commitment) and the margin above the
Applicable LIBOR Auction Advance Rate at which such CAF Loan Bank is willing to
make each such CAF Loan; the CAF Loan Agent shall advise the Company before
10:00 A.M., New York City time, three Working Days before the proposed
Borrowing Date of the contents of each such CAF Loan Offer received by it.  If
the CAF Loan Agent in its capacity as a CAF Loan Bank shall, in its sole
discretion, elect to make any such offer, it shall advise the Company of the
contents of its CAF Loan Offer before 9:00 A.M., New York City time, three
Working Days before the proposed Borrowing Date.

(iii)  In the case of a Fixed Rate Auction Advance Request, upon
receipt of notice from the Agent of the contents of such CAF Loan Request, any
CAF Loan Bank that elects, in its sole discretion, to do so, shall irrevocably
offer to make one or more CAF Loans at a rate or rates of interest for each
such CAF Loan determined by such CAF Loan Bank in its sole discretion.  Any
such irrevocable offer shall be made by delivering a CAF Loan Offer to the CAF
Loan Agent, before 9:30 A.M., New York City time, on the proposed Borrowing
Date, setting forth the maximum amount of CAF Loans for each maturity date, and
the aggregate maximum amount for all maturity dates, which such CAF Loan Bank
would be willing to make (which amounts may, subject to subsection 2.2 (a),
exceed such CAF Loan Bank's Commitment) and the rate or rates of interest at
which such CAF Loan Bank is willing to make each such CAF Loan; the CAF Loan
Agent shall advise the Company before 10:15 A.M., New York City time, on the
proposed Borrowing Date of the contents of each such CAF Loan Offer received by
it.  If the CAF Loan Agent or any affiliate thereof in its capacity as a CAF
Loan Bank shall, in its sole discretion, elect to make any such offer, it shall
advise the Company of the contents of its CAF Loan Offer before 9:15 A.M., New
York City time, on the proposed Borrowing Date.

(iv)  The Company shall before 11:00 A.M., New York City time,
three Working Days before the proposed Borrowing Date (in the case of CAF Loans
requested by a LIBOR Auction Advance Request) and before 10:30 A.M., New York
City time, on the proposed Borrowing Date (in the case of CAF Loans requested
by a Fixed Rate Auction Advance Request) either, in its absolute discretion:

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(A)  cancel such CAF Loan Request by giving the CAF Loan Agent
telephone notice to that effect, or

(B)  accept one or more of the offers made by any CAF Loan Bank
or CAF Loan Banks pursuant to clause (ii) or clause (iii) above, as
the case may be, by giving telephone notice to the CAF Loan Agent
(immediately confirmed by delivery to the CAF Loan Agent of a CAF Loan
Confirmation) of the amount of CAF Loans for each relevant maturity
date to be made by each CAF Loan Bank (which amount for each such
maturity date shall be equal to or less than the maximum amount for
such maturity date specified in the CAF Loan offer of such CAF Loan
Bank, and for all maturity dates included in such CAF Loan Offer shall
be equal to or less than the aggregate maximum amount specified in
such CAF Loan offer for all such maturity dates) and reject any
remaining offers made by CAF Loan Banks pursuant to clause (ii) or
clause (iii) above, as the case may be; provided, however, that (x)
the Company may not accept offers for CAF Loans for any maturity date
in an aggregate principal amount in excess of the maximum principal
amount requested in the related CAF Loan Request, (y) if the Company
accepts any of such offers, it must accept offers strictly based upon
pricing for such relevant maturity date and no other criteria
whatsoever and (z) if two or more CAF Loan Banks submit offers for any
maturity date at identical pricing and the Company accepts any of such
offers but does not wish to borrow the total amount offered by such
CAF Loan Banks with such identical pricing, the Company shall accept
offers from all of such CAF Loan Banks in amounts allocated among them
pro rata according to the amounts offered by such CAF Loan Banks (or
as nearly pro rata as shall be practicable after giving effect to the
requirement that CAF Loans made by a CAF Loan Bank on a Borrowing Date
for each relevant maturity date shall be in a principal amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof
provided that if the number of CAF Loan Banks that submit offers for
any maturity date at identical pricing is such that, after the Company
accepts such offers pro rata in accordance with the foregoing, the CAF
Loans to be made by such CAF Loan Banks would be less then $5,000,000
principal amount, the number of such CAF Loan Banks shall be reduced
by the CAF Loan Agent by lot until the CAF Loans to be made by such
remaining CAF Loan Banks would be in a principal amount of $5,000,000
or an integral multiple of $1,000,000 in excess thereof).

(v)  If the Company notifies the CAF Loan Agent that a CAF Loan
Request is cancelled pursuant to clause (iv)(A) above, the CAF Loan Agent shall
give prompt, but in no event more then one hour later, telephone notice thereof
to the CAF Loan Banks, and the CAF Loans requested thereby shall not be made.

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(vi)  If the Company accepts pursuant to clause (iv)(B) above 
one or more of the offers made by any CAF Loan Bank or CAF Loan Banks, the
CAF Loan Agent shall promptly, but in no event more than one hour later,
notify each CAF Loan Bank which has made such an offer of the aggregate amount
of such CAF Loans to be made on such Borrowing Date for each maturity date and
of the acceptance or rejection of any offers to make such CAF Loans made by
such CAF Loan Bank. Each CAF Loan Bank which is to make a CAF Loan shall,
before 12:00 Noon, New York City time, on the Borrowing Date specified in the
CAF Loan Request applicable thereto, make available to the Agent at its office
set forth in subsection 10.2 the amount of CAF Loans to be made by such CAF
Loan Bank, in immediately available funds.  The Agent will make such funds
available to the Company as soon as practicable on such date at the Agent's
aforesaid address. As soon as practicable after each Borrowing Date, the Agent
shall notify each Bank of the aggregate amount of CAF Loans advanced on such
Borrowing Date and the respective maturity dates thereof.

(c)  Within the limits and on the conditions set forth in this 
subsection 2.2, the Company may from time to time borrow under this
subsection 2.2, repay pursuant to paragraph (d) below, and reborrow under this
subsection 2.2.

(d)  The Company shall repay to the Agent for the account of each 
CAF Loan Bank which has made a CAF Loan (or the CAF Loan Assignee in respect
thereof, as the case may be) on the maturity date of each CAF Loan (such
maturity date being that specified by the Company for repayment of such CAF
Loan in the related CAF Loan Request) the then unpaid principal amount of
such CAF Loan. The Company shall not have the right to prepay any principal
amount of any CAF Loan.

(e)  The Company shall pay interest on the unpaid principal 
amount of each CAF Loan from the Borrowing Date to the stated maturity
date thereof, at the rate of interest determined pursuant to paragraph (b)
above (calculated on the basis of a 360-day year for actual days elapsed),
payable on the interest payment date or dates specified by the Company for such
CAF Loan in the related CAF Loan Request as provided in the CAF Loan Note
evidencing such CAF Loan.  If all or a portion of the principal amount of any
CAF Loan or any interest or other amount payable hereunder in respect thereof
shall not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall, without limiting any rights of any Bank
under this Agreement, bear interest from the date on which such payment was due
at a rate per annum which is 2% above the rate which would otherwise be
applicable pursuant to the CAF Loan Note evidencing such CAF Loan until the
scheduled maturity date with respect thereto as set forth in the CAF Loan Note
evidencing such CAF Loan, and for each day thereafter at rate per annum which
is 2% above the Alternate Base Rate until paid in full (as well after as before
judgment).

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(f)  The CAF Loans made by each CAF Loan Bank shall be evidenced
initially by a promissory note of the Company, substantially in the form of
Exhibit B with appropriate insertions (a "Grid CAF Loan Note"), payable to the
order of such CAF Loan Bank and representing the obligation of the Company to
pay the unpaid principal amount of all CAF Loans made by such CAF Loan Bank,
with interest on the unpaid principal amount from time to time outstanding of
each CAF Loan evidenced thereby as prescribed in subsection 2.2 (e).  Each
CAF Loan Bank is hereby authorized to record the date and amount of each CAF
Loan made by such Bank, the maturity date thereof, the date and amount of each
payment of principal thereof and the interest rate with respect thereto on the
schedule annexed to and constituting part of its Grid CAF Loan Note, and any
such recordation shall constitute prima facie evidence of the accuracy of the
information so recorded; provided, however, that the failure to make any such
recordation shall not affect the obligations of the Company hereunder or
under any Grid CAF Loan Note.  Each Grid CAF Loan Note shall be dated the
Closing Date and each CAF Loan evidenced thereby shall bear interest for the
period from and including the Borrowing Date thereof on the unpaid principal
amount thereof from time to time outstanding at the applicable rate per annum
determined as provided in, and such interest shall be payable as specified in,
subsection 2.2(e).

(g)  Amounts advanced by a CAF Loan Bank pursuant to this
subsection 2.2 on a Borrowing Date which have the same maturity date and
interest rate shall be deemed to constitute one CAF Loan so long as such
amounts remain evidenced by the Grid CAF Loan Note of such CAF Loan Bank; any
such CAF Loan Bank that wishes such amounts to constitute more than one CAF
Loan and to have each such CAF Loan evidenced by a separate promissory note
payable to such CAF Loan Bank, substantially in the form of Exhibit C with
appropriate insertions as to Borrowing Date, principal amount and interest rate
(an "Individual CAF Loan Note"), shall notify the CAF Loan Agent and the
Company by facsimile transmission of the respective principal amounts of the
CAF Loans (which principal amounts shall not be less than $5,000,000 for any of
such CAF Loans) to be evidenced by each such Individual CAF Loan Note.  Not
later than three Business Days after receipt of such notice, the Company shall
deliver to such CAF Loan Bank an Individual CAF Loan Note payable to the order
of such CAF Loan Bank in the principal amount of each such CAF Loan and
otherwise conforming to the requirements of this Agreement.  Upon receipt of
such Individual CAF Loan Note, such CAF Loan Bank shall endorse on the schedule
attached to its Grid CAF Loan Note the transfer of such CAF Loan from Grid CAF
Loan Note to such Individual CAF Loan Note.

2.3  Fees.  (a) The Company agrees to pay to the Agent, for the
account of each Bank, a facility fee computed at the rate of .175% per annum on
the average daily amount of the Commitment of such Bank during the period for
which payment is made, payable quarterly in arrears on the last day of each
March, June,

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September and December and on any earlier date on which the Commitments shall
terminate as provided herein and the Revolving Credit Loans shall have been
repaid in full, commencing on the first of such dates to occur after the date
hereof.

(b)  The Company agrees to pay to the Agent the other fees in the
amounts, and on the dates, agreed to by the Company and the Agent in the fee
letter, dated November 29, 1993, between the Agent and the Company.

2.4  Termination, Reduction or Extension of Commitments.   (a)
The Company shall have the right, upon not less than five Business Days' notice
to the Agent, to terminate the Commitments or, from time to time, to reduce
ratably the amount of the Commitments, provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any
prepayments of the Loans made on the effective date thereof, the then
outstanding principal amount of the Loans, when added to the then L/C
Obligations, would exceed the amount of the Commitments then in effect.  Any
such reduction shall be in an amount of $10,000,000 or a whole multiple of
$1,000,000 in excess thereof, and shall reduce permanently the amount of the
Commitments then in effect.

(b)  The Company may request, in a notice given as herein
provided to the Agent and each of the Banks not less than 90 days and not
more than 120 days prior to the second anniversary of the Closing Date, that 
the Termination Date be extended, which notice shall specify that the
requested extension is to be effective (the "Effective Date") on the second 
anniversary of the Closing Date, and that the new Termination Date to be in 
effect following such extension (the "Requested Termination Date") is to be 
the fifth anniversary of the Closing Date.  Each Bank shall, not later than 
30 days following such notice, notify the Company and the Agent of its 
election to extend or not to extend the Termination Date with respect to its 
Commitment.  The Company may, not later than 15 days following such notice 
from the Banks, revoke its request to extend the Termination Date.  If the 
Required Banks elect to extend the Termination Date with respect 
to their Commitments and the Company has not revoked its request to extend
the Termination Date, then, subject to the provisions of this subsection 2.4, 
the Termination Date shall be extended for two years.  Notwithstanding any 
provision of this Agreement to the contrary, any notice by any Bank of its 
willingness to extend the Termination Date with respect to its Commitment 
shall be revocable by such Bank in its sole and absolute discretion at any 
time prior to the Effective Date.  Any Bank which shall not notify the Company 
and the Agent of its election to extend the Termination Date within 30 days 
following such notice shall be deemed to have elected not to extend the 
Termination Date with respect to its Commitment.

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(c)  Provided that the Required Banks shall have elected to
extend their Commitments as provided in this subsection 2.4, if any Bank shall
timely notify the Company and the Agent pursuant to subsection 2.4 (b) of its
election not to extend its Commitment or its revocation of any extension, or
shall be deemed to have elected not to extend its Commitments, (any such Bank
being called a "Terminating Bank"), then the remaining Banks (the "Continuing
Banks") or any of them shall have the right (but not the obligation), upon
notice to the Company and the Agent not later than 30 Business Days preceding
the Effective Date to increase their Commitments, by an amount up to, in the
aggregate, the Commitments of any Terminating Banks. If, in the aggregate, any
of the Remaining Banks elect to increase their Commitments by an amount in
excess of the aggregate Commitments of the Terminating Banks, then the
Commitment of each such Bank shall be increased pro rata on the relative basis
of the amount of increase it so elected such that the aggregate amount of all
such increases shall be equal to the aggregate Commitments of the Terminating
Banks.  Each increase in the Commitment of a Continuing Bank shall be evidenced
by a written instrument executed by such Continuing Bank, the Company and the
Agent, and shall take effect on the Effective Date.  Notwithstanding any
provision of this Agreement to the contrary, any notice by any Continuing Bank
of its willingness to increase its Commitment as provided in this subsection
2.4(c) shall be revocable by such Bank in its sole and absolute discretion at
any time prior to the Effective Date.

(d)  In the event the aggregate Commitments of any Terminating
Banks shall exceed the aggregate amount by which the Continuing Banks have
agreed to increase their Commitments pursuant to subsection 2.4(c), the Company
may, with the approval of the Agent, designate one or more other banking
institutions willing to extend Commitments until the Requested Termination Date
in an aggregate amount not greater than such excess.  Any such banking
institution (an "Additional Bank") shall, on the Effective Date, execute and
deliver to the Company and the Agent a Commitment Transfer Supplement,
satisfactory to the Company and the Agent, setting forth the amount of such
Additional Bank's Commitment and containing its agreement to become, and to
perform all the obligations of, a Bank hereunder, and the Commitment of such
Additional Bank shall become effective on the Effective Date.  Notwithstanding
any provision of this Agreement to the contrary, any notice by any Additional
Bank of its willingness to become a Bank hereunder shall be revocable by such
Additional Bank in its sole and absolute discretion at any time prior to the
Effective Date.

(e)  The Company shall deliver to each Continuing Bank and each
Additional Bank, on the Effective Date, in exchange for the Notes held by such
Bank, new Notes, maturing on the Requested Termination Date, in the principal
amount of such Bank's Commitment after giving effect to the adjustments made
pursuant to this subsection 2.4.

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(f)  If the Required Banks shall have elected to extend their
Commitments as provided in this subsection 2.4 and the Company has not revoked
its request to extend the Termination Date as provided in this subsection 2.4,
then (i) the Commitments of the Continuing Banks and any Additional Banks shall
continue until the Requested Termination Date specified in the notice from the
Company, and as to such Banks the term "Termination Date", as used herein shall
mean such Requested Termination Date; (ii) the Commitments of any Terminating
Bank shall continue until the Effective Date, and shall then terminate (as to
any Terminating Bank, the term "Termination Date", as used herein, shall mean
the Effective Date) upon the payment in full of the outstanding principal
amount, together with accrued interest to such date and any other amounts owed
by the Company to such Terminating Bank pursuant to any Loan Document of the
Loans of such Terminating Bank; and (iii) from and after the Effective Date, the
term "Banks" shall be deemed to include the Additional Banks and (except with
respect to subsections 2.15 and 10.5 to the extent the rights under such
subsections arise after the Termination Date in respect of Terminating Banks)
to exclude the Terminating Banks.

2.5  Optional Prepayments.  The Company may on the last day of
the relevant Interest Period if the Revolving Credit Loans to be prepaid are in
whole or in part Eurodollar Loans, or at any time and from time to time if the
Revolving Credit Loans to be prepaid are Alternate Base Rate Loans, prepay the
Revolving Credit Loans, in whole or in part, without premium or penalty, upon
at least three Business Days' irrevocable notice to the Agent, specifying the
date and amount of prepayment and whether the prepayment is of Eurodollar Loans
or Alternate Base Rate Loans or a combination thereof, and if of a combination
thereof, the amount of prepayment allocable to each.  Upon receipt of such
notice the Agent shall promptly notify each Bank thereof.  If such notice is
given, the payment amount specified in such notice shall be due and payable on
the date specified therein, together with accrued interest to such date on the
amount prepaid. Partial prepayments shall be in an aggregate principal amount
of $5,000,000, or a whole multiple thereof, and may only be made if, after
giving effect thereto, subsection 2.6(c) shall not have been contravened.

2.6  Conversion Options; Minimum Amount of Loans.
(a) The Company may elect from time to time to convert Eurodollar Loans to
Alternate Base Rate Loans by giving the Agent at least two Business Days' prior
irrevocable notice of such election (given before 10:00 A.M., New York City
time, on the date on which such notice is required), provided that any such
conversion of Eurodollar Loans shall, subject to the fourth following sentence,
only be made on the last day of an Interest Period with respect thereto.  The
Company may elect from time to time to convert Alternate Base Rate Loans to
Eurodollar Loans by giving the Agent at least three Business Days' prior
irrevocable notice of such election (given before 11:30 A.M., New York City

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time, on the date on which such notice is required).  Upon receipt of such
notice, the Agent shall promptly notify each Bank thereof.  Promptly following
the date on which such conversion being made each Bank shall take such action
as is necessary to transfer its portion of such Revolving Credit Loans to its
Domestic Lending Office or its Eurodollar Lending Office, as the case may be.   
All or any part of outstanding Eurodollar Loans and Alternate Base Rate Loans
may be converted as provided herein, provided that, unless the Majority Banks
otherwise agree,  (i) no Revolving Credit Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing, (ii)
partial conversions shall be in an aggregate principal amount of $5,000,000 or
a whole multiple thereof, and (iii) any such conversion may only be made if,
after giving effect thereto, subsection 2.6(c) shall not have bean contravened.

(b)  Any Eurodollar Loans may be continued as such upon the
expiration of an Interest Period with respect thereto by compliance by the
Company with the notice provisions contained in subsection 2.6(a); provided
that, unless the Majority Banks otherwise agree, no Eurodollar Loan may be
continued as such when any Event of Default has occurred and is continuing, but
shall be automatically converted to an Alternate Base Rate Loan on the last day
of the then current Interest Period with respect thereto.  The Agent shall
notify the Banks promptly that such automatic conversion contemplated by this
subsection 2.6 (b) will occur.

(c)  All borrowings, conversions, payments, prepayments and
selection of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of the Loans comprising any Eurodollar Tranche shall not be
less than $10,000,000.  At no time shall there be more than 6 Eurodollar
Tranches.

2.7  Interest Rate and Payment Dates for Revolving Credit Loans.
(a)  The Eurodollar Loans comprising each Eurodollar Tranche 
shall bear interest for each day during each Interest Period with respect 
thereto on the unpaid principal amount thereof at a rate per annum equal to 
the Eurodollar Rate plus the Applicable Margin.

(b)  Alternate Base Rate Loans shall bear interest for each day
from and including the date thereof on the unpaid principal amount thereof at a
rate per annum equal to the Altermate Base Rate plus the Applicable Margin.

(c)  If all or a portion of the (i) principal amount of any
Loans,  (ii) any interest payable thereon or (iii) any fee or other amount
payable hereunder shall not be paid when due (whether at the stated maturity,
by acceleration or otherwise), such overdue amount shall bear interest at a
rate per annum which is 2% above the Alternate Base Rate, and any overdue 
interest or

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other amount payable hereunder shall bear interest at a rate per annum which is
2% above the Alternate Base Rate, in each case from the date of such
non-payment until paid in full (after as well as before judgment).  If all or a
portion of the principal amount of any Loans shall not be paid when due
(whether at stated maturity, by acceleration or otherwise), each Eurodollar
Loan shall, unless the Majority Banks otherwise agree, be converted to an
Alternate Base Rate Loan at the end of the last Interest Period with respect
thereto.

(d)  Interest shall be payable in arrears on each Interest
Payment Date.

2.8  Computation of Interest and Fees.   (a)  Interest in respect
of Alternate Base Rate Loans shall be calculated on the basis of a (i) 365-day
(or 366-day, as the case may be) year for the actual days elapsed when such
Alternate Base Rate Loans are based on the Prime Rate, and (ii) a 360-day year
for the actual days elapsed when based on the Base CD Rate or the Federal Funds
Effective Rate.  Interest in respect of Eurodollar Loans shall be calculated on
the basis of a 360-day year for the actual days elapsed.  The Agent shall as
soon as practicable notify the Company and the Banks of each determination of a
Eurodollar Rate. Any change in the interest rate on a Revolving Credit Loan
resulting from a change in the Alternate Base Rate or the Applicable Margin or
the Eurocurrency Reserve Requirements shall become effective as of the opening
of business on the day on which such change in the Alternate Base Rate is
announced, such Applicable Margin changes as provided herein or such change in
or the Eurocurrency Reserve Requirements shall become effective, as the case
may be.  The Agent shall as soon as practicable notify the Company and the
Banks of the effective date and the amount of each such change.

(b)  Each determination of an interest rate by the Agent pursuant
to any provision of this Agreement shall be conclusive and binding on the
Company and the Banks in the absence of manifest error.  The Agent shall, at
the request of the Company, deliver to the Company a statement showing the
quotations used by the Agent in determining any interest rate pursuant to
subsection 2.7(a) or (c).

(c)  If any Reference Bank's Commitment shall terminate
(otherwise than on termination of all the Commitments), or its Revolving Credit
Loans shall be assigned for any reason whatsoever, such Reference Bank shall
thereupon cease to be a Reference Bank, and if, as a result of the foregoing,
there shall only be one Reference Bank remaining, then the Agent (after
consultation with the Company and the Banks) shall, by notice to the Company
and the Banks, designate another Bank as a Reference Bank so that there shall
at all times be at least two Reference Banks.

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(d)  Each Reference Bank shall use its best efforts to furnish
quotations of rates to the Agent as contemplated hereby. If any of the
Reference Banks shall be unable or otherwise fails to supply such rates to the
Agent upon its request, the rate of interest shall be determined on the basis
of the quotations of the remaining Reference Banks or Reference Bank.

(e)  Facility fees shall be computed on the basis of a 365-day
year for the actual days elapsed.

2.9  Inability to Determine Interest Rate.  In the event that:

(i)  the Agent shall have determined (which determination shall
be conclusive and binding upon the Company) that, by reason of
circumstances affecting the interbank eurodollar market generally,
adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for any requested Interest Period;

(ii)  only one of the Reference Banks is able to obtain bids
for its Dollar deposits for such Interest Period in the manner
contemplated by the term "Eurodollar Rate"; or

(iii)  the Agent shall have received notice prior to the first
day of such Interest Period from Banks constituting the Majority Banks
that the interest rate determined pursuant to subsection 2.7(a) for
such Interest Period does not accurately reflect the cost to such
Banks (as conclusively certified by such Banks) of making or 
maintaining their affected Loans during such Interest Period;

with respect to (A) proposed Revolving Credit Loans that the Company has
requested be made as Eurodollar Loans, (B) Eurodollar Loans that will result
from the requested conversion of Alternate Base Rate Loans into Eurodollar
Loans or (C) the continuation of Eurodollar Loans beyond the expiration of the
then current Interest Period with respect thereto, the Agent shall forthwith
give facsimile or telephonic notice of such determination to the Company and
the Banks at least one day prior to, as the case may be, the requested
Borrowing Date for such Eurodollar Loans, the conversion date of such Loans or
the last day of such Interest Period.  If such notice is given (x) any
requested Eurodollar Loans shall be made as Alternate Base Rate Loans, (y) any
Alternate Base Rate Loans that were to have been converted to Eurodollar Loans
shall be continued as Alternate Base Rate Loans and (z) any outstanding
Eurodollar Loans shall be converted, on the last day of the then current
Interest Period with respect thereto, to Alternate Base Rate Loans.  Until such
notice has been withdrawn by the Agent, no further Eurodollar Loans shall be
made, nor shall the Company have the right to convert Alternate Base Rate Loans
to Eurodollar Loans.  The Agent shall withdraw

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such notice upon its determination that the event or events which gave rise to
such notice no longer exist.

2.10  Pro Rata Borrowinqs and Payments.   (a)  Each borrowing by
the Company of Revolving Credit Loans shall be made ratably from the Banks in
accordance with their Commitment Percentages.

(b)  Whenever any payment received by the Agent under this
Agreement or any Note is insufficient to pay in full all amounts then due and
payable to the Agent and the Banks under this Agreement and the Notes, and the
Agent has not received a Payment Sharing Notice (or if the Agent has received a
Payment Sharing Notice but the Event of Default specified in such Payment
Sharing Notice has been cured or waived), such payment shall be distributed and
applied by the Agent and the Banks in the following order:  first, to the
payment of fees and expenses due and payable to the Agent under and in
connection with this Agreement; second, to the payment of all expenses due and
payable under subsection 10.5(a), ratably among the Banks in accordance with
the aggregate amount of such payments owed to each such Bank; third, to the
payment of fees due and payable under subsection 2.3, ratably among the Banks
in accordance with their Commitment Percentages; fourth, to the payment of
interest then due and payable under the Notes, ratably among the Banks in
accordance with the aggregate amount of interest owed to each such Bank; and
fifth, to the payment of the principal amount of the Notes which is then due
and payable, ratably among the Banks in accordance with the aggregate principal
amount owed to each such Bank.

(c)  After the Agent has received a Payment Sharing Notice which 
remains in effect, all payments received by the Agent under this Agreement
or any Note shall be distributed and applied by the Agent and the Banks in the
following order: first, to the payment of all amounts described in clauses 
first through third of the foregoing paragraph (b), in the order set
forth therein; and second, to the payment of the interest accrued on and the
principal amount of all of the Notes, regardless of whether any such amount is
then due and payable, ratably among the Banks in accordance with the aggregate
accrued interest plus the aggregate principal amount owed to such Bank.

(d)  all payments (including prepayments) to be made by the
Company on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to the Agent, for the account of the
Banks, at the Agent's office set forth in subsection 10.2, in lawful money of
the United States of America and in immediately available funds.  The Agent
shall distribute such payments to the Banks promptly upon receipt in like funds
as received.  If any payment hereunder (other than payments on the CAF Loans
made pursuant to a LIBOR Auction Advance Request) becomes due and payable on a
day other than a Business Day, such payment shall be extended to the next

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succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.  If
any payment on a CAF Loan made pursuant to a LIBOR Auction Advance Request
becomes due and payable on a day other than a Working Day, the maturity thereof
shall be extended to the next succeeding Working Day unless the result of such
extension would be to extend such payment into another calendar month in which
event such payment shall be made on the immediately preceding Working Day.

(e)  Unless the Agent shall have been notified in writing by any
Bank prior to a Borrowing Date that such Bank will not make the amount which
would constitute its Commitment Percentage of the borrowing of Revolving Credit
Loans on such date available to the Agent, the Agent may assume that such Bank
has made such amount available to the Agent on such Borrowing Date, and the
Agent may, in reliance upon such assumption, make available to the Company a
corresponding amount.  If such amount is made available to the Agent on a date
after such Borrowing Date, such Bank shall pay to the Agent on demand an amount
equal to the product of (i) the daily average Federal Funds Effective Rate
during such period as quoted by the Agent, times (ii) the amount of such Bank's
Commitment Percentage of such borrowing, times (iii) a fraction the numerator
of which is the number of days that elapse from and including such Borrowing
Date to the date on which such Bank's Commitment Percentage of such borrowing
shall have become immediately available to the Agent and the denominator of
which is 360.  A certificate of the Agent submitted to any Bank with respect to
any amounts owing under this subsection 2.10 (e) shall be conclusive, absent
manifest error.  If such Bank's Commitment Percentage of such borrowing is not
in fact made available to the Agent by such Bank within three Business Days of
such Borrowing Date, the Agent shall be entitled to recover such amount with
interest thereon at the rate per annum applicable to Alternate Base Rate Loans
hereunder, on demand, from the Company.

2.11  Illegality.  Notwithstanding any other provisions herein,
if after the date hereof the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof shall make it unlawful for
any Bank to make or maintain Eurodollar Loans as contemplated by this
Agreement, (a) the Bank shall, within 30 Working Days after it becomes aware of
such fact, notify the Company, through the Agent, of such fact, (b) the
commitment of such Bank hereunder to make Eurodollar Loans or convert Alternate
Base Rate Loans to Eurodollar Loans shall forthwith be cancelled and (c) such
Bank's Revolving Credit Loans then outstanding as Eurodollar Loans, if any,
shall be converted automatically to Alternate Base Rate Loans on the respective
last days of the then current Interest Periods for such Revolving Credit Loans
or within such earlier period as required by law. Each Bank shall take such
action as may be reasonably available to it without legal or financial
disadvantage (including changing its Eurodollar Lending Office) to prevent the
adoption of or any

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change in any such Requirement of Law from becoming applicable to it.

2.12  Requirements of Law.   (a)  If after the date hereof the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Bank with any request or directive
(whether or not having the force of law) after the date hereof from any central
bank or other Governmental Authority:

(i)  shall subject any Bank to any tax of any kind whatsoever
with respect to this Agreement, any Revolving Credit Note, any Letter
of Credit, any Application or any Eurodollar Loans made by it, or
change the basis of taxation of payments to such Bank of principal,
facility fee, interest or any.other amount payable hereunder in
respect of Revolving Credit Loans (except for changes in the rate of
tax on the overall net income of such Bank);

(ii)  shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against
assets held by, or deposits or other liabilities in or for the account
of, advances or loans by, or other credit extended by, or any other
acquisition of funds by, any office of such Bank which are not
otherwise included in the determination of the Eurodollar Rate
hereunder; or

(iii)  shall impose on such Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Bank, by
any amount which such Bank deems to be material, of making, renewing or
maintaining advances or extensions of credit (including, without limitation,
issuing or participating in Letters of Credit) or to reduce any amount
receivable hereunder, in each case, in respect thereof, then, in any such case,
the Company shall promptly pay such Bank, upon its demand, any additional
amounts necessary to compensate such Bank for such additional cost or reduced
amount receivable.  If a Bank becomes entitled to claim any additional amounts
pursuant to this subsection 2.12(a), it shall, within 30 Business Days after it
becomes aware of such fact, notify the Company, through the Agent, of the event
by reason of which it has become so entitled. A certificate as to any
additional amounts payable pursuant to the foregoing sentence submitted by such
Bank, through the Agent, to the Company shall be conclusive in the absence of
manifest error.  Each Bank shall take such action as may be reasonably
available to it without legal or financial disadvantage (including changing its
Eurodollar Lending Office) to prevent any such Requirement of Law or change
from becoming applicable to it. This covenant shall survive the termination of
this Agreement and payment of the outstanding Revolving Credit Notes and all
other amounts payable hereunder.

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(b)  In the event that after the date hereof a Bank is required
to maintain reserves of the type contemplated by the definition of "Eurocurrency
Reserve Requirements", such Bank may require the Company to pay, promptly after
receiving notice of the amount due, additional interest on the related
Eurodollar Loan of such Bank at a rate per annum determined by such Bank up to
but not exceeding the excess of (i) (A) the applicable Eurodollar Rate divided
by (B) one minus the Eurocurrency Reserve Requirements over (ii) the applicable
Eurodollar Rate.  Any Bank wishing to require payment of any such additional
interest on account of any of its Eurodollar Loans shall notify the Company no
more than 30 Working Days after each date on which interest is payable on such
Eurodollar Loan of the amount then due it under this subsection 2.12 (b), in
which case such additional interest on such Eurodollar Loan shall be payable to
such Bank at the place indicated in such notice.  Each such notification shall
be accompanied by such information as the Company may reasonably request.

2.13  Capital Adequacy.  If any Bank shall have determined that
after the date hereof the adoption of or any change in any Requirement of Law
regarding capital adequacy or in the interpretation or application thereof or
compliance by such Bank or any corporation controlling such Bank with any
request or directive after the date hereof regarding capital adequacy (whether
or not having the force of law) from any central bank or Governmental
Authority, does or shall have the effect of reducing the rate of return on such
Bank's or such corporation's capital as a consequence of its obligations
hereunder or under any Letter of Credit to a level below that which such Bank
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's or such corporation's
policies with respect to capital adequacy) by an amount which is reasonably
deemed by such Bank to be material, then from time to time, promptly after
submission by such Bank, through the Agent, to the Company of a written request
therefor (such request shall include details reasonably sufficient to establish
the basis for such additional amounts payable and shall be submitted to the
Company within 30 Working Days after it becomes aware of such fact), the
Company shall promptly pay to such Bank such additional amount or amounts as
will compensate such Bank for such reduction.  The agreements in this
subsection 2.13 shall survive the termination of this Agreement and payment of
the Loans and the Notes and all other amounts payable hereunder.

2.14  Taxes.  (a)  All payments made by the Company under this
Agreement shall be made free and clear of, and without reduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority excluding, in the case of the Agent and each Bank, net income and
franchise taxes imposed on the Agent or

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such Bank by the jurisdiction under the laws of which the Agent or such Bank is
organized or any political subdivision or taxing authority thereof or therein,
or by any jurisdiction in which such Bank's Domestic Lending Office or
Eurodollar Lending Office, as the case may be, is located or any political
subdivision or taxing authority thereof or therein (all such non-excluded
taxes, levies, imposts, deductions, charges or withholdings being hereinafter
called "Taxes").  If any Taxes are required to be withheld from any amounts
payable to the Agent or any Bank hereunder or under the Notes, the amounts so
payable to the Agent or such Bank shall be increased to the extent necessary to
yield to the Agent or such Bank (after payment of all Taxes) interest or any
such other amounts payable hereunder at the rates or in the amounts specified
in this Agreement and the Notes.  Whenever any Taxes are payable by the
Company, as promptly as possible thereafter, the Company shall send to the
Agent for its own account or for the account of such Bank, as the case may be,
a certified copy of an original official receipt received by the Company
showing payment thereof.  If the Company fails to pay any Taxes when due to the
appropriate taxing authority or fails to remit to the Agent the required
receipts or other required documentary evidence, the Company shall indemnify
the Agent and the Banks for any incremental taxes, interest or penalties that
may become payable by the Agent or any Bank as a result of any such failure.

(b)  Each Bank that is not incorporated under the laws of the
United States of America or a state thereof agrees that it will deliver to the
Company and the Agent (i) two duly completed copies of United States Internal
Revenue Service Form 1001 or 4224 or successor applicable form, as the case may
be, certifying in each case that such Bank is entitled to receive payments
under this Agreement and the Notes payable to it, without deduction or
withholding of any United States federal income taxes, and (ii) Internal Revenue
Service Form W-8 or W-9 or successor applicable form, as the case may be, to
establish an exemption from United States backup withholding tax.  Each Bank
which delivers to the Company and the Agent a Form 1001 or 4224 and Form W-8 or
W-9 pursuant to the next preceding sentence further undertakes to deliver to
the Company and the Agent two further copies of the said letter and Form 1001
or 4224 and Form W-8 or W-9, or successor applicable forms, or other manner of
certification, as the case may be, on or before the date that any such letter
or form expires or becomes obsolete or after the occurrence of any event
requiring a change in the most recent letter and form previously delivered by
it to the Company, and such extensions or renewals thereof as may reasonably be
requested by the Company, certifying in the case of a Form 1001 or 4224 that
such Bank is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, unless in
any such cases an event (including without limitation any change in treaty, law
or regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms

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inapplicable or which would prevent such Bank from duly completing and
delivering any such letter or form with respect to it and such Bank advises the 
Company that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax, and in the case of a Form W-8
or W-9, establishing an exemption from United States backup withholding tax.

(c)  The agreements in subsection 2.14 shall survive the
termination of this Agreement and the payment of the Notes and all other
amounts payable hereunder.

2.15  Indemnity.  The Company agrees to indemnify each Bank and
to hold each Bank harmless from any loss or expense (other than any loss of
anticipated margin or profit) which such Bank may sustain or incur as a
consequence of (a) default by the Company in payment when due of the principal
amount of or interest on any Eurodollar Loans of such Bank,  (b) default by the
Company in making a borrowing or conversion after the Company has given a
notice of borrowing in accordance with subsection 2.1 (c) or a notice of
continuation or conversion pursuant to subsection 2.6, (c) default by the
Company in making any prepayment after the Company has given a notice in
accordance with subsection 2.5 or (d) the making of a prepayment of a
Eurodollar Loan on a day which is not the last day of an Interest Period with
respect thereto, including, without limitation, in each case, any such loss or
expense arising from the reemployment of funds obtained by it to maintain its
Eurodollar Loans hereunder or from fees payable to terminate the deposits from
which such funds were obtained.  Any Bank claiming any amount under this
subsection 2.15 shall provide calculations, in reasonable detail, of the amount
of its loss or expense.  This covenant shall survive termination of this
Agreement and payment of the outstanding Notes and all other amounts payable
hereunder.

2.16  Application of Proceeds of Loans.  Subject to the
provisions of the following sentence, the Company may use the proceeds of the
Loans for any lawful corporate purpose.  The Company will not, directly or
indirectly, apply any part of the proceeds of any such Loan for the purpose of
"purchasing" or "carrying" any "margin stock" within the respective meanings of
each of the quoted terms under Regulation U, or to refund any indebtedness
incurred for such purpose.

2.17  Notice of Certain Circumstances; Assignment of Commitments 
Under Certain Circumstances.   (a)  Any Bank claiming any additional amounts
payable pursuant to subsections 2.12, 2.13 or 2.14 or exercising its rights
under subsection 2.11, shall, in accordance with the respective provisions
thereof, provide notice to the Company and the Agent.  Such notice to the
Company and the Agent shall include details reasonably sufficient to establish
the basis for such additional amounts payable or the rights to be exercised by
the Bank.

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(b)  Any Bank claiming any additional amounts payable pursuant to
subsections 2.12, 2.13 or 2.14 or exercising its rights under subsection 2.11,
shall use reasonable efforts (consistent with legal and regulatory
restrictions) to file any certificate or document requested by the Company or
to change the jurisdiction of its applicable lending office if the making of
such filing or change would avoid the need for or reduce the amount of any such
additional amounts which may thereafter accrue or avoid the circumstances
giving rise to such exercise and would not, in the sole determination of such
Bank, be otherwise disadvantageous to such Bank.

(c)  In the event that the Company shall be required to make 
any additional payments to any Bank pursuant to subsections 2.12, 2.13
or 2.14 or any Bank shall exercise its rights under subsection 2.11, the
Company shall have the right at its own expense, upon notice to such Bank and
the Agent, to require such Bank to transfer and to assign without recourse (in
accordance with and subject to the terms of subsection 10.6) all its interest,
rights and obligations under this Agreement to another financial institution
(including any Bank) acceptable to the Agent (which approval shall not be
unreasonably withheld) which shall assume such obligations; provided that (i) no
such assignment shall conflict with any Requirement of Law and (ii) such
assuming financial institution shall pay to such Bank in immediately available
funds on the date of such assignment the outstanding principal amount of such
Bank's Notes together with accrued interest thereon and all other amounts
accrued for its account or owed to it hereunder, including, but not limited to
additional amounts payable under subsections 2.3, 2.11, 2.12, 2.13, 2.14 and
2.15.

SECTION 3. LETTERS OF CREDIT

3.1  L/C Sublimit.  (a)  Subject to the terms and conditions 
hereof, the Issuing Bank, in reliance on the agreements of the other
Banks set forth in subsection 3.4 (a), agrees to issue letters of credit
("Letters of Credit") for the account of the Company on any Business Day during
the Commitment Period in such form as may be approved from time to time by the
Issuing Bank; provided that the Issuing Bank shall have no obligation to issue
any Letter of Credit if, after giving effect to such issuance, (i) the L/C
Obligations would exceed the L/C Sublimit or (ii) the Available Commitment
would be less than zero.  Each Letter of Credit shall (i) be denominated in     
Dollars, (ii) be a standby letter of credit issued to support obligations of
the Company or its Subsidiaries, contingent or otherwise (a "Standby Letter of
Credit") and (iii) expire no later than the Termination Date.

(b)  Each Letter of Credit shall be subject to the Uniform 
Customs and, to the extent not inconsistent therewith, the laws of the
State of New York.

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(c)  The Issuing Bank shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Bank or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

(d)  No Letter of Credit shall have an expiry date more than 365
days after its date of issuance.

3.2  Procedure for Issuance of Letters of Credit.  The Company
may from time to time request that the Issuing Bank issue a Letter of Credit by
delivering to the Issuing Bank at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Bank, and
such other certificates, documents and other papers and information as the
Issuing Bank may request.  Upon receipt of any Application, the Issuing Bank
will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the Letter of Credit requested
thereby (but in no event shall the Issuing Bank be required to issue any Letter
of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter
of Credit to the beneficiary thereof or as otherwise may be agreed by the
Issuing Bank and the Company.  The Issuing Bank shall furnish a copy of such
Letter of Credit to the Company promptly following the issuance thereof.

3.3  Fees, Commissions and Other Charges.   (a)    The Company
shall pay to the Agent, for the account of the Issuing Bank and the L/C
Participants, a letter of credit commission with respect to each Letter of
Credit, computed for the period from the date of issuance to the expiry date
thereof at the rate of .45% per annum, calculated on the basis of a 365-day (or
366-day, as the case may be) year, on the face amount of each such Letter of
Credit, of which .125% per annum shall be payable to the Issuing Bank and .325%
per annum shall be payable to the L/C Participants to be shared ratably among
them in accordance with their respective Commitment Percentages.  Such fee
shall be payable in advance on the date of issuance of each Letter of Credit
and on each L/C Fee Payment Date to occur thereafter and shall be
nonrefundable.

(b)  In addition to the foregoing fees, the Company shall pay or
reimburse the Issuing Bank for such normal and customary costs and expenses as
are incurred or charged by the Issuing Bank in issuing, effecting payment
under, amending or otherwise administering any Letter of Credit.

(c)  The Agent shall, promptly following its receipt thereof, 
distribute to the Issuing Bank and the L/C Participants

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all fees received by the Agent for their respective accounts pursuant to this
subsection.

3.4  L/C Participation.   (a)  The Issuing Bank irrevocably 
agrees to grant and hereby grants to each L/C Participant, and, to
induce the Issuing Bank to issue Letters of Credit hereunder, each L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Issuing Bank, on the terms and conditions hereinafter
stated, for such L/C Participant's own account and risk an undivided interest
equal to such L/C Participant's Commitment Percentage in the Issuing Bank's
obligations and rights under each Letter of Credit issued hereunder and the
amount of each draft paid by the Issuing Bank thereunder.  Each L/C Participant
unconditionally and irrevocably agrees with the Issuing Bank that, if a draft
is paid under any Letter of Credit for which the Issuing Bank is not reimbursed
in full by the Company in accordance with the terms of this Agreement, such L/C
Participant shall pay to the Issuing Bank upon demand at the Issuing Bank's
address for notices specified herein an amount equal to such L/C Participant's
Commitment Percentage of the amount of such draft, or any part thereof, which
is not so reimbursed.

(b)  If any amount required to be paid by any L/C Participant to
the Issuing Bank pursuant to subsection 3.4(a) in respect of any unreimbursed
portion of any payment made by the Issuing Bank under any Letter of Credit is
paid to the Issuing Bank within three Business Days after the date such payment
is due, such L/C Participant shall pay to the Issuing Bank on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal
funds rate, as quoted by the Issuing Bank, during the period from and including
the date such payment is required to the date on which such payment is
immediately available to the Issuing Bank, times (iii) a fraction the numerator
of which is the number of days that elapse during such period and the
denominator of which is 360.  If any such amount required to be paid by any
L/C Participant pursuant to subsection 3.4(a) is not in fact made available to
the Issuing Bank by such L/C Participant within three Business Days after the
date such payment is due, the Issuing Bank shall be entitled to recover from
such L/C Participant, on demand, such amount with interest thereon calculated 
from such due date at the rate per annum applicable to Revolving Credit Loans 
that are Alternate Base Rate Loans hereunder.  A certificate of the Issuing Bank
submitted to any L/C Participant with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error.

(c)  Whenever, at any time after the Issuing Bank has made
payment under any Letter of Credit and has received from any L/C Participant
its pro rata share of such payment in accordance with subsection 3.4(a), the
Issuing Bank receives any payment related to such Letter of Credit (whether
directly from the Company or otherwise, including proceeds of collateral, if
any, applied thereto by the Issuing Bank), or any payment of interest

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on account thereof, the Issuing Bank will distribute to such L/C Participant
its pro rata share thereof; provided, however, that in the event that any such
payment received by the Issuing Bank shall be required to be returned by the
Issuing Bank, such L/C Participant shall return to the Issuing Bank the portion
thereof previously distributed by the Issuing Bank to it.

3.5  Reimbursement Obligation of the Borrower.  The Company
agrees to reimburse the Issuing Bank on each date on which the Issuing Bank
notifies the Company of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Bank for the amount of (a) such draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Bank in connection with such payment.  Each such payment shall be
made to the Issuing Bank at its address for notices specified herein in lawful
money of the United States of America and in immediately available funds.
Interest shall be payable on any and all amounts remaining unpaid by the
Company under this subsection from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) until payment in
full at a rate per annum equal to the Alternate Base Rate plus 2%.

3.6  Obligations Absolute.  The Company's obligations under
this Section 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Company may have or have had against the Issuing Bank or any
beneficiary of a Letter of Credit.  The Company also agrees with the Issuing
Bank that the Issuing Bank shall not be responsible for, and the Company's
Reimbursement Obligations under subsection 3.5 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Company and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Company against any
beneficiary of such Letter of Credit or any such transferee.  The Issuing Bank
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Bank's gross negligence or willful misconduct.
The Company agrees that any action taken or omitted by the Issuing Bank under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence of willful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York, shall be binding on the Company and shall not result
in any liability of the Issuing Bank to the Company.

3.7  Letter of Credit Payments.  If any draft shall be presented
for payment under any Letter of Credit, the Issuing

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Bank shall promptly notify the Company of the date and amount thereof. The
responsibility of the Issuing Bank to the Company in connection with any draft
presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.

3.8  Application.  To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.

SECTION 4.   REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants that:

4.1  Corporate Existence; Compliance with Law.  Each of the
Company and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to make, deliver and
perform the Loan Documents to which it is a party, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification and (d) is in compliance with all Requirements of
Law, including, without limitation, HMO Regulations and Insurance Regulations,
except to the extent that the failure to be so qualified or to comply therewith
could not have a Material Adverse Effect.

4.2  No Legal Obstacle to Agreement; Enforceability. Neither the
execution and delivery of any Loan Document, nor the making by the Company of
any borrowings hereunder, nor the consummation of any transaction herein or
therein referred to or contemplated hereby or thereby nor the fulfillment of
the terms hereof or thereof or of any agreement or instrument referred to in
this Agreement, has constituted or resulted in or will constitute or result in
a breach of any Requirement of Law, including without limitation, HMO
Regulations and Insurance Regulations, or any Contractual Obligation of the
Company or any of its Subsidiaries, or result in the creation under any
agreement or instrument of any security interest, lien, charge or encumbrance
upon any of the assets of the Company or any of its Subsidiaries.  No approval,
authorization or other action by any Governmental Authority, including, without
limitation, HMO Regulators and Insurance Regulators, or any other Person is
required to be obtained by the Company or any of its Subsidiaries in connection
with the execution, delivery and performance of

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this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby, or the making of any borrowing by the Company hereunder.
This Agreement has been, and each other Loan Document will be, duly executed
and delivered on behalf of the Company.  This Agreement constitutes, and each
other Loan Document when executed and delivered will constitute, a legal, valid
and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or
at law).

4.3  Litigation.  Except as disclosed in the Company's
Annual Report on Form 10-K for its fiscal year ended August 31, 1992 and the
Company's Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31,
1993, June 30, 1993 and September 30, 1993 filed with the Securities and 
Exchange Commission and previously distributed to the Banks, there is
no litigation, at law or in equity, or any proceeding before any federal,
state, provincial or municipal board or other governmental or administrative 
agency, including without limitation, HMO Regulators and Insurance Regulators, 
pending or to the knowledge of the Company threatened which, after giving 
effect to any applicable insurance, may involve any material risk of a Material
Adverse Effect or which seeks to enjoin the consummation of any of the
transactions contemplated by this Agreement or any other Loan Document, and no 
judgment, decree, or order of any federal, state, provincial or municipal 
court, board or other governmental or administrative agency, including without 
limitation, HMO Regulators and Insurance Regulators, has been issued against 
the Company or any Subsidiary which has, or may involve, a material risk of a 
Material Adverse Effect.  The Company does not believe that the final 
resolution of the matters disclosed in its Annual Report on Form 10-K for its 
fiscal year ended August 31, 1992 and the Company's Quarterly Reports on 
Form 10-Q for its fiscal quarters ended March 31, 1993, June 30, 1993 and 
September 30, 1993 filed with the Securities and Exchange Commission and 
previously distributed to the Banks, will have a Material Adverse Effect.

4.4  Disclosure.  Neither this Agreement nor any agreement, 
document, certificate or statement furnished to the Banks by the Company in 
connection herewith (including, without limitation, the information
relating to the Company and its Subsidiaries included in the Confidential
Information Memorandum dated December 1993 delivered in connection with the
syndication of the credit facilities hereunder) contains any untrue statement
of material fact or, taken as a whole together with all other information
furnished to Banks by the Company, omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading.  All
pro forma financial statements made available to Banks have been prepared in
good

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faith based upon reasonable assumptions.  There is no fact known to the Company
which materially adversely affects or in the future may (so far as the Company
can now foresee) materially adversely affect the business, operations, affairs
or condition of the Company and its Subsidiaries on a consolidated basis,
except to the extent that they may be affected by future general economic
conditions.

4.5  Defaults.  Neither the Company nor any of its Subsidiaries is
in default under or with respect to any Requirement of Law or Contractual
Obligation in any respect which has had, or may have, a Material Adverse
Effect.  No Default or Event of Default has occurred and is continuing.

4.6  Financial Condition.  The Company has furnished to the
Agent and each Bank copies of the following:

(a)  The Annual Report of the Company on Form 10-K for the
fiscal year ended August 31, 1992;

(b)  the Quarterly Reports of the Company on Form 10-Q for each
of the fiscal quarters ended November 30, 1992, March 31, 1993, June
30, 1993 and September 30, 1993; and

(c)  the Proxy Statement of the Company dated January 22, 1993.

The financial statements included therein, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as disclosed therein).  As of the date
of such financial statements, neither the Company nor any of its Subsidiaries
had any known contingent liabilities of any significant amount which in
accordance with GAAP are required to be referred to in said financial
statements or in the notes thereto which could reasonably be expected to have a
Material Adverse Effect.  During the period from August 31, 1992 to and
including the date hereof, there has been no sale, transfer or other
disposition by the Company or any of its consolidated Subsidiaries of any asset
reflected on the balance sheet referred to above that would have been a
material part of its business or property (excluding the spin-off of the
Company's hospital business as described in the Proxy Statement referred to in
subsection 4.6(c)) and no purchase or other acquisition of any business or
property (including any capital stock of any other Person) material in relation
to the consolidated financial condition of the Company and its consolidated
Subsidiaries at August 31, 1992.

4.7  Changes in Condition.  Since August 31, 1992, there has been
no development or event nor any prospective development or event, which has
had, or may have, a Material Adverse Effect.

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4.8  Assets.  The Company and each Subsidiary have good and
marketable title to all material assets carried on their books and reflected in
the financial statements referred to in subsection 4.6 or furnished pursuant to
subsection 6.4, except for assets held on Financing Leases or purchased subject
to security devices providing for retention of title in the vendor, and except
for assets disposed of as permitted by this Agreement.

4.9  Tax Returns.  The Company and each of its Subsidiaries have
filed all tax returns which are required to be filed and have paid, or made
adequate provision for the payment of, all taxes which have or may become due
pursuant to said returns or to assessments received.  All federal tax returns
of the Company and its Subsidiaries through their fiscal years ended in 1987
have been audited by the Internal Revenue Service or are not subject to such
audit by virtue of the expiration of the applicable period of limitations, and
the results of such audits are fully reflected in the balance sheets referred
to in subsection 4.6.  The Company knows of no material additional assessments
since said date for which adequate reserves appearing in the said balance sheet
have not been established.

4.10  Contracts, etc.  Attached hereto as Schedule III is a
statement of outstanding Indebtedness of the Company and its Subsidiaries for
borrowed money in excess of $1,000,000 as of the date set forth therein, and a
complete and correct list of all agreements, contracts, indentures,
instruments, documents and amendments thereto to which the Company or any
Subsidiary is a party or by which it is bound pursuant to which any such
Indebtedness of the Company and its Subsidiaries is outstanding on the date
hereof.  Said Schedule III also includes a complete and correct list of all
such Indebtedness of the Company and its Subsidiaries outstanding on the date
indicated in respect of Guarantee Obligations in excess of $1,000,000 and
letters of credit in excess of $1,000,000, and there have been no increases in
such Indebtedness since said date other than as permitted by this Agreement.

4.11  Subsidiaries.  As of the date hereof, the Company has only
the Subsidiaries set forth in Schedule IV, all of the outstanding capital stock
of each of which is duly authorized, validly issued, fully paid and
nonassessable and owned as set forth in said Schedule IV.  Schedule IV
indicates all Subsidiaries of the Company which are not Wholly-Owned
Subsidiaries and the percentage ownership of the Company and its Subsidiaries
in each such Subsidiary.  The capital stock and securities owned by the Company
and its Subsidiaries in each of the Company's Subsidiaries are owned free and
clear of any mortgage, pledge, lien, encumbrance, charge or restriction on the
transfer thereof other than restrictions on transfer imposed by applicable
securities laws and restrictions, liens and encumbrances outstanding on the
date hereof and listed in said Schedule IV.

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4.12  Burdensome Obligations.  Neither the Company nor any
Subsidiary is a party to or bound by any agreement, deed, lease or other
instrument, or subject to any charter, by-law or other corporate restriction
which, in the opinion of the management thereof, is so unusual or burdensome as
to in the foreseeable future have a Material Adverse Effect.  The Company does
not presently anticipate that future expenditures of the Company and its
Subsidiaries needed to meet the provisions of any federal or state statutes,
orders, rules or regulations will be so burdensome as to have a Material
Adverse Effect.

4.13  Pension Plans.  Each Plan maintained by the Company, any
Subsidiary or any Control Group Person or to which any of them makes or will
make contributions is in material compliance with the applicable provisions of
ERISA and the Code. Neither the Company nor any Subsidiary nor any Control
Group Person maintains, contributes to or participates in any Plan that is a
"defined benefit plan" as defined in ERISA.  Neither the Company, any
Subsidiary, nor any Control Group Person has since August 31, 1987 maintained,
contributed to or participated in any Multiemployer Plan, with respect to which
a complete withdrawal would result in any withdrawal liability.  The Company
and its Subsidiaries have met all of the funding standards applicable to all
Plans that are not Multiemployer Plans, and there exists no event or condition
which would permit the institution of proceedings to terminate any Plan that is
not a Multiemployer Plan.  The current value of the benefits guaranteed under
Title IV of ERISA of each Plan that is not a Multiemployer Plan does not exceed
the current value of such Plan's assets allocable to such benefits.

4.14  Environmental and Public and Employee Health and Safety
Matters.  The Company and each Subsidiary has complied with all applicable
Federal, state, and other laws, rules and regulations relating to environmental
pollution or to environmental regulation or control or to public or employee
health or safety, except to the extent that the failure to so comply would not
be reasonably likely to result in a Material Adverse Effect.  The Company's and
the Subsidiaries' facilities do not contain, and have not previously contained,
any hazardous wastes, hazardous substances, hazardous materials, toxic
substances or toxic pollutants regulated under the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response Compensation and
Liability Act, the Hazardous Materials Transportation Act, the Toxic Substance
Control Act, the Clean Air Act, the Clean Water Act or any other applicable law
relating to environmental pollution or public or employee health and safety, in
violation of any such law, or any rules or regulations promulgated pursuant
thereto, except for violations that would not be reasonably likely to result in
a Material Adverse Effect. The Company is aware of no events, conditions or
circumstances involving environmental pollution or contamination or public or
employee health or safety, in each case applicable to it or its

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Subsidiaries, that would be reasonably likely to result in a Material Adverse
Effect.

4.15  Federal Regulations.  No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U as now and
from time to time hereafter in effect or for any purpose which violates the
provisions of the Regulations of the Board of Governors of the Federal Reserve
System.  If requested by any Bank or the Agent, the Company will furnish to the
Agent and each Bank a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

4.16  Investment Company Act; Other Regulations.  The Company is
not an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
The Company is not subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

4.17  Solvency.  Each of the Company, and the Company and its
Subsidiaries taken as a whole, is Solvent.

4.18  Casualties.  Neither the businesses nor the properties of
the Company or any of its Subsidiaries are affected by any fire, explosion,
accident, strike, lockout or other material labor dispute, drought, storm,
hail, earthquake, embargo, act of God or of the public enemy or other casualty
(whether or not covered by insurance) that could reasonably be expected to have
a Material Adverse Effect.

4.19  Business Activity.  Neither the Company nor any of its
Subsidiaries is engaged in any line of business that is not related to the
healthcare industry other than the sale of life insurance in connection with
the sale of medical insurance or other healthcare services or any business or
activity which is immaterial to the Company and its Subsidiaries on a
consolidated basis.

4.20  Purpose of Loans.  The proceeds of the Loans shall be used
by the Company for general corporate purposes.

SECTION 5.   CONDITIONS

5.1  Conditions to the Closing Date.  The obligations of each Bank
to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing
Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject
to the compliance by the Company with its agreements herein contained and to
the satisfaction of the following conditions on or before the Closing Date:

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(a)   Loan Documents.  The Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the
Company, with a counterpart for each Bank and (ii) for the account of
each Bank, a Revolving Credit Note and a Grid CAF Loan Note conforming
to the requirements hereof and executed by a duly authorized officer
of the Company.

(b)  Legal Opinions.  On the Closing Date and on any Borrowing
Date as the Agent shall request, each Bank shall have received from
any general, associate, or assistant general counsel to the Company,
such opinions as the Agent shall have reasonably requested with
respect to the transactions contemplated by this Agreement.

(c)  Closing Certificate.  The Agent shall have received, with
a counterpart for each Bank, a Closing Certificate, substantially in
the form of Exhibit H and dated the Closing Date, executed by a
Responsible Officer of the Company.

(d)  Legality, etc.  The consummation of the transactions
contemplated hereby shall not contravene, violate or conflict with,
nor involve the Agent, the Issuing Bank or any Bank in any violation
of, any Requirement of Law including, without limitation, HMO
Regulations and Insurance Regulations, and all necessary consents,
approvals and authorizations of any Governmental Authority or any
Person to or of such consummation shall have been obtained and shall
be in full force and effect.

(e)  Fees.  The Agent shall have received the fees to be
received on the Closing Date referred to in subsection 2.3.

(f)  Corporate Proceedings.  The Agent shall have received,
with a counterpart for each Bank, a copy of the resolutions, in form
and substance satisfactory to the Agent, of the Board of Directors of
the Company authorizing (i) the execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents, and (ii) the
borrowings contemplated hereunder, certified by the Secretary or an
Assistant Secretary of the Company as of the Closing Date, which
certificate shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded and shall be in form
and substance satisfactory to the Agent.

(g)  Corporate Documents.  The Agent shall have received, with
a counterpart for each Bank, true and complete copies of the
certificate of incorporation and by-laws of the Company, certified as
of the Closing Date as complete and correct copies thereof by the
Secretary or an Assistant Secretary of the Company.

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(h)  No Material Litigation.  Except as previously disclosed to 
the Agent and the Banks pursuant to subsection 4.3, no litigation, 
inquiry, investigation, injunction or restraining order (including 
any proposed statute, rule or regulation) shall be pending, entered 
or threatened which, in the reasonable judgment of the Majority 
Banks, could reasonably be expected to have a Material Adverse Effect.

(i)  Incumbency Certificate.  The Agent shall have received,
with a counterpart for each Bank, a certificate of the Secretary or
an Assistant Secretary of the Company, dated the Closing Date, as to
the incumbency and signature of the officers of the Company executing
each Loan Document and any certificate or other document to be
delivered by it pursuant hereto and thereto, together with evidence of
the incumbency of such Secretary or Assistant Secretary.

(j)  Good Standing Certificates.  The Agent shall have     
received, with a copy for each Bank, copies of certificates dated as
of a recent date from the Secretary of State or other appropriate
authority of such jurisdiction, evidencing the good standing of the
Company in its jurisdiction of incorporation and in Kentucky.

(k)  No Change.  There shall not have occurred any change, or 
development of event involving a prospective change, and a Bank shall
not have become aware of any previously undisclosed information,
which in either case in the reasonable judgment of the Majority Banks
could reasonably be expected to have a Material Adverse Effect.

5.2  Conditions to Each Loan.  The agreement of each Bank to make
any extension of credit requested to be made by it on any date is subject to
the satisfaction of the following conditions precedent:

(a)  Representations and Warranties.  Each of the
representations and warranties made by the Company and its
Subsidiaries in or pursuant to the Loan Documents shall be true and
correct in all material respects on and as of such date as if made on
and as of such date.

(b)  No Default.  No Default or Event of Default shall have 
occurred and be continuing on such date or after giving effect to the
Loans requested to be made on such date.

(c)  Additional Matters.  All corporate and other proceedings, 
and all documents, instruments and other legal matters in connection
with the transactions contemplated by this Agreement and the other
Loan Documents shall be satisfactory in form and substance to the
Agent, and the Agent shall have received such other documents,
instruments, legal opinions or other items of information reasonably
requested by it, including, without limitation, copies of

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any debt instruments, security agreements or other material
contracts to which the Company may be a party in respect of any aspect
or consequence of the transactions contemplated hereby or thereby as
it shall reasonably request.

Each borrowing by the Company hereunder shall constitute a representation and
warranty by the Company as of the date of such extension of credit that the
conditions contained in this subsection 5.2 have been satisfied.

SECTION 6.   AFFIRMATIVE COVENANTS

The Company hereby agrees that, from and after the Closing Date
and so long as the Commitments remain in effect, any Note or Letter of Credit
remains outstanding and unpaid or any other amount is owing to any Bank or the
Agent hereunder, the Company shall and (except in the case of delivery of
financial information, reports and notices) shall cause each of its
Subsidiaries to:

6.1  Taxes, Indebtedness, etc.  Duly pay, discharge or otherwise
satisfy, or cause to be paid, discharged or otherwise satisfied, before the
same shall become in arrears, all taxes, assessments, levies and other
governmental charges imposed upon such corporation and its properties, sales
and activities, or any part thereof, or upon the income or profits therefrom;
provided, however, that any such tax, assessment, charge or levy need not be
paid if the validity or amount thereof shall currently be contested in good
faith by appropriate proceedings and if the Company or the Subsidiary in
question shall have set aside on its books appropriate reserves in conformity
with GAAP with respect thereto.  Each of the Company and its Subsidiaries will
promptly pay when due, or in conformance with customary trade terms, all other
Indebtedness, liabilities and other obligations of whatever nature incident to
its operations; provided, however, that any such Indebtedness, liability or
obligation need not be paid if the validity or amount thereof shall currently
be contested in good faith and if the Company or the Subsidiary in question
shall have set aside on its books appropriate reserves in conformity with GAAP
with respect thereto.

6.2  Maintenance of Properties; Maintenance of Existence.  Keep
its material properties in good repair, working order and condition and will
from time to time make all necessary and proper repairs, renewals,
replacements, additions and improvements thereto and will comply at all times
with the provisions of all material leases and other material agreements to 
which it is a party so as to prevent any loss or forfeiture thereof or 
thereunder unless compliance therewith is being contested in good faith by 
appropriate proceedings and if the Company or the Subsidiary in question shall 
have set aside on its books appropriate reserves in conformity with GAAP with 
respect thereto; and in the case of the Company or any Subsidiary of the

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Company while such Person remains a Subsidiary, will do all things necessary to
preserve, renew and keep in full force and effect and in good standing its
corporate existence and all rights, privileges and franchises necessary or
desirable to continue such businesses.

6.3  Insurance.  Maintain or cause to be maintained, with
financially sound and reputable insurers including any Subsidiary which is
engaged in the business of providing insurance protection, insurance
(including, without limitation, public liability insurance, business
interruption insurance, reinsurance for medical claims and professional
liability insurance against claims for malpractice) with respect to its
material properties and business and the properties and business of its
Subsidiaries in at least such amounts and against at least such risks as are
customarily carried under similar circumstances by other corporations engaged
in the same or a similar business; and furnish to each Bank, upon written
request, full information as to the insurance carried.  Such insurance may be
subject to co-insurance, deductibility or similar clauses which, in effect,
result in self-insurance of certain losses, and the Company may self-insure
against such loss or damage, provided that adequate insurance reserves are
maintained in connection with such self-insurance.

6.4  Financial Statements.  The Company will and will cause each
of its Subsidiaries to maintain a standard modern system of accounting in which
full, true and correct entries will be made of all dealings or transactions in
relation to its business and affairs in accordance with GAAP consistently
applied, and will furnish the following to each Bank (in duplicate if so
requested):

(a)  Annual Statements.  As soon as available, and in any event
within 120 days after the end of each fiscal year, the consolidated
balance sheet as at the end of each fiscal year and consolidated
statements of profit and loss and of retained earnings for such fiscal
year of the Company and its Subsidiaries, together with comparative
consolidated figures for the next preceding fiscal year, accompanied
by reports or certificates of Coopers & Lybrand, or, if they cease to
be the auditors of the Company, of other independent public
accountants of national standing and reputation, to the effect that
such balance sheet and statements were prepared in accordance with
GAAP consistently applied and fairly present the financial position of
the Company and its Subsidiaries as at the end of such fiscal year and
the results of their operations and changes in financial position for
the year then ended and the statement of such accountants and of the
treasurer of the Company that such said accountants and treasurer have
caused the provisions of this Agreement to be reviewed and that
nothing has come to their attention to lead them to believe that any
Default exists hereunder or, if such is not

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49

the case, specifying such Default or possible Default and the
nature thereof. In addition, such financial statements shall be
accompanied by a certificate of the treasurer of the Company
containing computations showing compliance with subsections 7.1, 7.2,
7.3 and 7.5.

(b)  Quarterly Statements.  As soon as available, and in any
event within 60 days after the close of each of the first three fiscal
quarters of the Company and its Subsidiaries in each year,
consolidated balance sheets as at the end of such fiscal quarter and
consolidated profit and loss and retained earnings statements for the
portion of the fiscal year then ended, of the Company and its
Subsidiaries, together with computations showing compliance with
subsections 7.1, 7.2, 7.3 and 7.5, accompanied by a certificate of the
treasurer of the Company that such statements and computations have
been properly prepared in accordance with GAAP, consistently applied,
and fairly present the financial position of the Company and its
Subsidiaries as at the end of such fiscal quarter and the results of
their operations and changes in financial position for such quarter
and for the portion of the fiscal year then ended, subject to normal
audit and year-end adjustments, and to the further effect that he has
caused the provisions of this Agreement and all other agreements to
which the Company or any of its Subsidiaries is a party and which
relate to Indebtedness to be reviewed, and has no knowledge that any
Default has occurred under this Agreement or under any such other
agreement, or, if said treasurer has such knowledge, specifying such
Default and the nature thereof.

(c)  ERISA Reports.  The Company will furnish the Agent with
copies of any request for waiver of the funding standards or extension
of the amortization periods required by Sections 303 and 304 of ERISA
or Section 412 of the Code promptly after any such request is
submitted by the Company to the Department of Labor or the Internal
Revenue Service, as the case may be.  Promptly after a Reportable
Event occurs, or the Company or any of its Subsidiaries receives
notice that the PBGC or any Control Group Person has instituted or
intends to institute proceedings to terminate any pension or other
Plan, or prior to the Plan administrator's terminating such Plan
pursuant to Section 4041 of ERISA, the Company will notify the Agent
and will furnish to the Agent a copy of any notice of such Reportable
Event which is required to be filed with the PBGC, or any notice
delivered by the PBGC evidencing its institution of such proceedings
or its intent to institute such proceedings, or any notice to the PBGC
that a Plan is to be terminated, as the case may be.  The Company will
promptly notify each Bank upon learning of the occurrence of any of
the following events with respect to any Plan which is a Multiemployer
Plan: a partial or complete withdrawal from

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50

any Plan which may result in the incurrence by the Company or
any of is Subsidiaries of withdrawal liability in excess of $1,000,000
under Subtitle E of Title IV of ERISA, or of the termination,
insolvency or reorganization status of any Plan under such Subtitle E
which may result in liability to the Company or any of its
Subsidiaries in excess of $1,000,000.  In the event of such a 
withdrawal, upon the request of the Agent or any Bank, the
Company will promptly provide information with respect to the scope
and extent of such liability, to the best of the Company's knowledge.

6.5  Certificates; Other Information.  Furnish to each
Bank:

(a)  within five days after the same are sent, copies of all 
financial statements and reports which the Company sends to its
stockholders, and within five days after the same are filed, copies
of all financial statements and reports which the Company may make
to, or file with, the Securities and Exchange Commission;

(b)  not later than thirty days prior to the end of each fiscal 
year of the Company, the Company shall deliver to the Agent and
the Banks a schedule of the Company's insurance coverage and such
supplemental schedules with respect thereto as the Agent and the Banks
may from time to time reasonably request; and

(c)  promptly, such additional financial and other information
as any Bank may from time to time reasonably request.

6.6  Compliance with ERISA.  Each of the Company and its
Subsidiaries will meet, and will cause all Control Group Persons to meet, all
minimum funding requirements applicable to any Plan imposed by ERISA or the
Code (without giving effect to any waivers of such requirements or extensions
of the related amortization periods which may be granted), and will at all
times comply, and will cause all Control Group Persons to comply, in all
material respects with the provisions of ERISA and the Code which are
applicable to the Plans.  At no time shall the aggregate actual and contingent
liabilities of the Company under Sections 4062, 4063, 4064 and other provisions
of ERISA (calculated as if the 30% of collective net worth amount referred to
in Section 4062(b)(1)(A)(i)(II) of ERISA exceeded the actual total amount of
unfunded guaranteed benefits referred to in Section 4062 (B)(1)(A)(i)(I) of
ERISA) with respect to all Plans (and all other pension plans to which the
Company, any Subsidiary, or any Control Group Person made contributions prior
to such time) exceed $5,000,000.  Neither the Company nor its Subsidiaries will
permit any event or condition to exist which could permit any Plan which is not
a Multiemployer Plan to be terminated under circumstances which would cause the
lien

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provided for in Section 4068 of ERISA to attach to the assets of the Company or
any of its Subsidiaries.

6.7  Compliance with Laws.  Comply with all Contractual
Obligations and Requirements of Law (including, without limitation, the HMO
Regulations, Insurance Regulations and laws relating to the protection of the
environment), except where compliance therewith shall be contested in good
faith by appropriate proceedings, the Company or the Subsidiary in question
shall have set aside on its books appropriate reserves in conformity with GAAP
with respect thereto, and the failure to comply therewith could not, in the
aggregate, have a Material Adverse Effect.

6.8  Inspection of Property; Books and Records; Discussions.  Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP, all Requirements of Law, including but not limited to,
HMO Regulations and Insurance Regulations, and the terms hereof shall be made
of all dealings and transactions in relation to its business and activities;
and permit representatives of any Bank to visit and inspect any of its 
properties and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired and to
discuss the business, operations, properties and financial and other condition
of the Company and its Subsidiaries with officers and employees of the Company
and its Subsidiaries and with its independent certified public accountants.

6.9  Notices.  Promptly give notice to the Agent and each Bank of:

(a)  the occurrence of any Default or Event of Default;

(b)  any (i) default or event of default under any Contractual
Obligation of the Company or any of its Subsidiaries or (ii)
litigation, investigation or proceeding which may exist at any time
between the Company or any of its Subsidiaries and any Governmental
Authority (including, without limitation, HMO Regulators and Insurance
Regulators), which in either case, if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a
Material Adverse Effect;

(c)  any litigation or proceeding affecting the Company or any
of its Subsidiaries in which the amount involved is $5,000,000 or more
and not covered by insurance or in which material injunctive or
similar relief is sought;

(d)  a material development or material change in any ongoing
litigation or proceeding affecting the Company or any of its
Subsidiaries in which the amount involved is $5,000,000 or more and
not covered by insurance or in which material injunctive or similar
relief is sought;

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(e)  the following events, as soon as possible and in any event
within 30 days after the Company knows or has reason to know thereof:
(i) the occurrence or expected occurrence of any Reportable Event with
respect to any Plan, or any withdrawal from, or the termination,
Reorganization or Insolvency of any Multiemployer Plan or (ii) the
institution of proceedings or the taking of any other action by the
PBGC or the Company or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the
terminating, Reorganization or Insolvency of, any Plan;

(f)  a development or event which could have a Material Adverse
Effect;

(g)  the material non-compliance or potential material
non-compliance with any Contractual Obligation or Requirement of Law,
including, without limitation, HMO Regulations and Insurance
Regulations that is not currently being contested in good faith by
appropriate proceedings;

(h)  the revocation of any material license, permit,
authorization, certificate, qualification or accreditation of the
Company or any Subsidiary by any Governmental Authority, including,
without limitation, the HMO Regulators and Insurance Regulators; and

(i)  any significant change in or material additional
restriction placed on the ability of a Significant Subsidiary to
continue business as usual, including, without limitation, its ability
to pay dividends to the Company, by any Governmental Authority,
including, without limitation, the HMO Regulators and Insurance
Regulators.

Each notice pursuant to this subsection shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action the Company proposes to take with respect
thereto.

6.10  Maintenance of Accreditation, Etc.  Preserve and maintain, 
and cause each of its Subsidiaries to preserve and maintain, all
licenses, permits, authorizations, certifications and qualifications
(including, without limitation, those qualifications with respect to solvency
and capitalization) required under the HMO Regulations or the Insurance
Regulations in connection with the ownership or operation of HMO's or insurance
companies except were the failure to do so would not result in a Material
Adverse Effect.

6.11  Further Assurances.  Execute any and all further documents,
and take all further action which the Majority Banks or the Agent may
reasonably request in order to effectuate the transactions contemplated by the
Loan Documents.

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SECTION 7.   NEGATIVE COVENANTS

The Company hereby agrees that, from and after the Closing Date
and so long as the Commitments remain in effect, any Note or Letter of Credit
remains outstanding and unpaid or any other amount is owing to any Bank or the
Agent hereunder, the Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

7.1   Financial Condition Covenants.

(a)  Maintenance of Net Worth.  Permit Consolidated Net Worth
at any time to be less than 80% of its Consolidated Net Worth of the
Company and its consolidated subsidiaries as at September 30, 1993
plus 75% of the Company's Consolidated Net Income determined on an
after-extraordinary items basis for each full fiscal quarter after the
Closing Date (without any deduction for any such fiscal quarter in
which Consolidated Net Income is a negative number).

(b)  Fixed Charge Coverage.  Permit, on the last day of any
fiscal quarter of the Company, the ratio of (i) Consolidated Earnings
before Interest and Taxes for the four consecutive fiscal quarters of
the Company ending on such date to (ii) Consolidated Interest Expense
during such period, to be less than 3.0 to 1.0.

(c)  Maximum Leverage Ratio.  Permit the Leverage Ratio on the
last day of any full fiscal quarter of the Company to be more than 3.0
to 1.0.

7.2  Limitation on Subsidiary Indebtedness.  The Company shall
not permit any of the Subsidiaries of the Company to create, incur, assume or
suffer to exist any Indebtedness, except:

(a)  Indebtedness of any Subsidiary to the Company or any other
Subsidiary;

(b)  Indebtedness of a corporation which becomes a Subsidiary
after the date hereof, provided that (i) such indebtedness existed at
the time such corporation became a Subsidiary and was not created in
anticipation thereof and (ii) immediately before and after giving
effect to the acquisition of such corporation by the Company no
Default or Event of Default shall have occurred and be continuing; and

(c)  additional Indebtedness of Subsidiaries of the Company not
exceeding $75,000,000 in aggregate principal amount at any one time
outstanding.

7.3  Limitation on Liens.  Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

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(a)  Liens, if any, securing the obligations of the Company
under this Agreement and the Notes;

(b)  Liens for taxes not yet due or which are being contested
in good faith by appropriate proceedings, provided that adequate 
reserves with respect thereto are maintained on the books of
the Company or its Subsidiaries, as the case may be, in conformity
with GAAP;

(c)  carriers',  warehousemen's,  mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of
business which are not overdue for a period of more than 60 days or
which are being contested in good faith by appropriate proceedings;

(d)  pledges or deposits in connection with workers'
compensation, unemployment insurance and other social security
legislation;

(e)  deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory
obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;

(f)  easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business which, in the
aggregate, are not substantial in amount and which do not in any case
materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the
Company or such Subsidiary;

(g)  Liens in existence on the Closing Date listed on Schedule
V, securing Indebtedness in existence on the Closing Date, provided
that no such Lien is spread to cover any additional property after the
Closing Date and that the amount of Indebtedness secured thereby is
not increased;

(h)  Liens securing Indebtedness of the Company and its
Subsidiaries not prohibited hereunder incurred to finance the
acquisition of fixed or capital assets, provided that (i) such Liens
shall be created substantially simultaneously with the acquisition of
such fixed or capital assets,  (ii) such Liens do not at any time
encumber any property other than the property financed by such
Indebtedness and (iii) the principal amount of Indebtedness secured by
any such Lien shall at no time exceed 80% of the original purchase
price of such property;

(i)  Liens on the property or assets of a corporation which
becomes a Subsidiary after the date hereof securing Indebtedness
permitted by subsection 7.2(b), provided that (i) such Liens existed
at the time such corporation became a

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Subsidiary and were not created in anticipation thereof, (ii)
any such Lien is not spread to cover any property or assets of such
corporation after the time such corporation becomes a Subsidiary and
(iii) the amount of Indebtedness secured thereby is not increased;

(j)  Liens on the Headquarters; and

(k)  Liens not otherwise permitted under this subsection 7.3
securing obligations in an aggregate amount not exceeding at any time
10% of Consolidated Net Tangible Assets as at the end of the
immediately preceding fiscal quarter of the Company.

7.4  Limitations on Fundamental Changes.  Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or make any material change in its
method of conducting business, or purchase or otherwise acquire all or
substantially all of Capital Stock, or the property, business or assets, of any
other Person (other than any Subsidiary) or any business division thereof 
except:

(a)  any Subsidiary of the Company may be merged or
consolidated with or into the Company (provided that the Company shall
be the continuing or surviving corporation) and any Subsidiary of the
Company (except a Subsidiary the Indebtedness with respect to which is
referred to in subsection 7.2 (b)) may be merged or consolidated with
or into any one or more wholly owned Subsidiaries of the Company
(provided that the wholly owned Subsidiary or Subsidiaries shall be
the continuing or surviving corporation);

(b)  the Company may merge into another corporation owned by
the Company for the purpose of causing the Company to be incorporated
in a different jurisdiction; and

(c)  the Company may merge with another corporation, provided
that (i) the Company shall be the continuing or surviving corporation
of such merger and (ii) immediately before and after giving effect to
such merger no Default or Event of Default shall have occurred and be
continuing.

7.5  Limitation on Sale of Assets.  Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, except:

(a)  obsolete or worn out property disposed of in the ordinary
course of business;

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(b)  the sale or discount without recourse of accounts
receivable arising in the ordinary course of business in connection
with the compromise or collection thereof;

(c)  the sale or other disposition of the Headquarters; and

(d)  the sale or other disposition of securities held for
investment purposes in the ordinary course of business;

(e)  any wholly owned Subsidiary may sell, lease, transfer or
otherwise dispose of any or all of its assets (upon voluntary
liquidation or otherwise) to the Company or any other wholly owned
Subsidiary of the Company (except to a Subsidiary referred to in
subsection 7.2(b)); and

(f)  the sale or other disposition of any other property,
provided that the aggregate book value of all assets so sold or
disposed of in any fiscal year of the Company shall not exceed in the
aggregate 12% of the Consolidated Assets of the Company and its
Subsidiaries as at the end of the immediately preceding fiscal year of
the Company.

7.6  Limitation on Distributions.  The Company shall not make any
Distribution except that, so long as no Event of Default exists or would exist
after giving effect thereto, the Company may make a Distribution.

7.7  Transactions with Affiliates.  Enter into any transaction,
including, without limitation, any purchase, sale, lease or exchange of
property or the rendering of any service, with any Affiliate (other than the
Company and its Subsidiaries) unless such transaction is otherwise permitted
under this Agreement, is in the ordinary course of the Company's or such
Subsidiary's business and is upon fair and reasonable terms no less favorable
to the Company or such Subsidiary, as the case may be, than it would obtain in
an arm's length transaction.

7.8  Sale and Leaseback.  Enter into any arrangement with any
Person providing for the leasing by the Company or any Subsidiary of real or
personal property which has been or is to be sold or transferred by the Company
or such Subsidiary to such Person or to any other Person to whom funds have
been or are to be advanced by such Person on the security of such property or
rental obligations of the Company or such Subsidiary, unless such arrangement
is upon fair and reasonable terms no less favorable to the Company or such
Subsidiary than would be obtained in a comparable arm's length transaction
between an informed and willing seller or lessor under no compulsion to sell or
lease and an informed and willing buyer or lessee under no compulsion to buy or
lease.

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7.9  Limitation on Negative Pledge Clauses.  Enter into any
agreement, other than any industrial revenue bonds, purchase money mortgages or
Financing Leases permitted by this Agreement (in which cases, any prohibition
or limitation may only be with respect to the real or personal property which
is the subject thereof and other property reasonably related thereto), with any
Person other than the Banks pursuant hereto which prohibits or limits the
ability of the Company or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired.

SECTION 8.  DEFAULTS

8.1  Events of Default.  Upon the occurrence of any of
the following events:

(a)  any default shall be made by the Company in any payment in
respect of:  (i) interest on any of the Notes, any Reimbursement
Obligation or any facility fee payable hereunder as the same shall
become due and such default shall continue for a period of five days;
or (ii) any Reimbursement Obligation or principal of the Indebtedness
evidenced by the Notes as the same shall become due, whether at
maturity, by prepayment, by acceleration or otherwise; or

(b)  any default shall be made by either the Company or any
Subsidiary of the Company in the performance or observance of any of
the provisions of subsections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.8 and
7.9; or

(c)  any default shall be made in the due performance or
observance of any other covenant, agreement or provision to be
performed or observed by the Company under this Agreement, and such
default shall not be rectified or cured to the satisfaction of the
Majority Banks within a period expiring 30 days after written notice
thereof by the Agent to the Company; or

(d)  any representation or warranty made or deemed made by the
Company herein or in any other Loan Document or which is contained in
any certificate, document or financial or other statement furnished at
any time under or in connection with this Agreement shall have been
untrue in any material respect on or as of the date made and the facts
or circumstances to which such representation or warranty relates
shall not have been subsequently corrected to make such representation
or warranty no longer incorrect; or

(e)  any default shall be made in the payment of any item of
Indebtedness of the Company or any Subsidiary or under the terms of
any agreement relating to such Indebtedness and such default shall
continue without having been duly cured, waived or consented to,
beyond the period

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of grace, if any, therein specified; provided, however, that
such default shall not constitute an Event of Default unless (i) the
outstanding principal amount of such item of Indebtedness exceeds
$5,000,000, or (ii) the aggregate outstanding principal amount of such
item of Indebtedness and all other items of Indebtedness of the
Company and its Subsidiaries as to which such defaults exist and have
continued without being duly cured, waived or consented to beyond the
respective periods of grace, if any, therein specified exceeds
$15,000,000, or (iii) such default shall have continued without being
rectified or cured to the satisfaction of the Majority Banks for a
period of 30 days after written notice thereof by the Agent to the
Company; or

(f)  either the Company or any Subsidiary shall be involved in
financial difficulties as evidenced:

(i)  by its commencement of a voluntary case under Title 
11 of the United States Code as from time to time in effect, or
by its authorizing, by appropriate proceedings of its board of
directors or other governing body, the commencement of such a
voluntary case;

(ii)  by the filing against it of a petition commencing an
involuntary case under said Title 11 which shall not have been
dismissed within 60 days after the date on which said petition is
filed or by its filing an answer or other pleading within said
60-day period admitting or failing to deny the material
allegations of such a petition or seeking, consenting or
acquiescing in the relief therein provided;

(iii)  by the entry of an order for relief in any involuntary 
case commenced under said Title 11;

(iv)  by its seeking relief as a debtor under any applicable
law, other than said Title 11, of any jurisdiction relating to
the liquidation or reorganization of debtors or to the
modification or alteration of the rights of creditors, or by its
consenting to or acquiescing in such relief;

(v)  by the entry of an order by a court of competent
jurisdiction (i) finding it to be bankrupt or insolvent,  (ii)
ordering or approving its liquidation, reorganization or any
modification or alteration of the rights of its creditors, or
(iii) assuming custody of, or appointing a receiver or other
custodian for, all or a substantial part of its property; or

(vi)  by its making an assignment for the benefit of, or
entering into a composition with, its creditors, or appointing or
consenting to the appointment of a

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receiver or other custodian for all or a substantial part of its
property; or

(g)   a Change in Control of the Company shall occur;

(h)   (i)  any Person shall engage in any "prohibited
transaction" (as defined in Section 406 of ERISA or Section 4975 of
the Code) involving any Plan,  (ii) any "accumulated funding
deficiency" (as defined in Section 302 of ERISA), whether or not
waived, shall exist with respect to any Plan, (iii) a Reportable Event
shall occur with respect to, or proceedings shall commence to have a
trustee appointed, or a trustee shall be appointed, to administer or
to terminate, any Single Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Majority Banks, likely to result in the
termination of such Plan for purposes of Title IV of ERISA,  (iv) any
Single Employer Plan shall terminate for purposes of Title IV of
ERISA, (v) the Company or any Commonly Controlled Entity shall, or in
the reasonable opinion of the Majority Banks is likely to, incur any
liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or (vi) any other event or
condition shall occur or exist, with respect to a Plan; and in each
case in clauses (i) through (vi) above, such event or condition,
together with all other such events or conditions, if any, could
subject the Company or any of its Subsidiaries to any tax, penalty or
other liabilities which in the aggregate could have a Material Adverse
Effect; or

(i)  one or more judgments or decrees shall be entered against
the Company or any of its Subsidiaries and such judgments or decrees
shall not have been vacated, discharged, stayed or bonded pending
appeal within 45 days from the entry thereof that (i) involves in the
aggregate a liability (not paid or fully covered by insurance) of
$15,000,000 or more, or (ii) could reasonably be expected to have a
Material Adverse Effect; or

(j)   (i) any material non-compliance by the Company or any
Significant Subsidiary with any term or provision of the HMO
Regulations or Insurance Regulations pertaining to fiscal soundness,
solvency or financial condition; or (ii) the assertion in writing by
an HMO Regulator or Insurance Regulator that it intends to take
administrative action against the Company or any Significant
Subsidiary to revoke or modify any contract of insurance, license,
permit, certification, authorization, accreditation or charter or to 
enforce the fiscal soundness, solvency or financial provisions or 
requirements of the HMO Regulations or Insurance Regulations against
any of such entities which could reasonably be expected to have a
Material Adverse Effect; or

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(k)   on or after the Closing Date, (i) for any reason any
Loan Document ceases to be or is not in full force and effect or (ii)
the Company shall assert that any Loan Document has ceased to be or is
not in full force and effect;

then, and in any such event, (A) if such event is an Event of Default
specified in paragraph (f) above with respect to the Company, automatically the
Commitments shall immediately terminate and the Loans hereunder (with accrued
interest thereon) and all other amounts owing under this Agreement and the
Notes (including, without limitation, all amounts of L/C Obligations, whether
or not the beneficiaries of the then outstanding Letters of Credit have
presented the documents required thereunder) shall immediately become due and
payable, and (B) if such event is any other Event of Default, either or both of
the following actions may be taken: (i) with the consent of the Majority
Banks, the Agent may, or upon the request of the Majority Banks, the Agent
shall, by notice to the Company declare the Commitments to be terminated
forthwith, whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Majority Banks, the Agent may, or upon the request of the
Majority Banks, the Agent shall, by notice of default to the Company, declare
the Loans hereunder (with accrued interest thereon) and all other amounts owing
under this Agreement and the Notes (including, without limitation, all amounts
of L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder)  (the
"Bank Obligation") to be due and payable forthwith, whereupon the same shall
immediately become due and payable.

With respect to all Letters of Credit as to which presentment for
honor shall not have occurred at the time of an acceleration pursuant to the
preceding paragraph, the Company shall at such time deposit in a cash
collateral account opened by the Agent an amount equal to the aggregate then
undrawn and unexpired amount of such Letters of Credit.  Amounts held in such
cash collateral account shall be applied by the Agent to the payment of drafts
drawn under such Letters of Credit, and the unused portion thereof after all
such Letters of Credit shall have expired or been fully drawn upon, if any,
shall be applied to repay other obligations of the Company hereunder and under
the Notes.  After all such Letters of Credit shall have expired or been fully 
drawn upon, all Reimbursement Obligations shall have been satisfied and all 
other obligations of the Company hereunder and under the Notes shall have been
paid in full, the balance, if any, in such cash collateral account shall be 
returned to the Company.

Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.

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8.2  Annulment of Defaults.  An Event of Default shall not be deemed to
be in existence for any purpose of this Agreement if the Agent, with the
consent of or at the direction of the Majority Banks, subject to subsection
10.1, shall have waived such event in writing or stated in writing that the
same has been cured to its reasonable satisfaction, but no such waiver shall
extend to or affect any subsequent Event of Default or impair any rights of the
Agent or the Banks upon the occurrence thereof.

8.3  Waivers.  The Company hereby waives to the extent permitted by
applicable law (a) all presentments, demands for performance, notices of
nonperformance (except to the extent required by the provisions hereof),
protests, notices of protest and notices of dishonor in connection with any
Reimbursement Obligation or any of the Indebtedness evidenced by the Notes, 
(b) any requirement of diligence or promptness on the part of any Bank in the
enforcement of its rights under the provisions of this Agreement, any Letter of
Credit or any Note, and (c) any and all notices of every kind and description
which may be required to be given by any statute or rule of law and any defense
of any kind which the Company may now or hereafter have with respect to its
liability under this Agreement, any Letter of Credit or any Note.

8.4  Course of Dealing.  No course of dealing between the Company and
any Bank shall operate as a waiver of any of the Banks' rights under this
Agreement or any Note.  No delay or omission on the part of any Bank in
exercising any right under this Agreement or any Note or with respect to any of
the Bank Obligations shall operate as a waiver of such right or any other right
hereunder.  A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.  No waiver or consent
shall be binding upon any Bank unless it is in writing and signed by the Agent
or such of the Banks as may be required by the provisions of this Agreement.
The making of a Loan or issuance of a Letter of Credit hereunder during the
existence of a Default shall not constitute a waiver thereof.

SECTION 9.  THE AGENT

9.1  Appointment.  Each Bank hereby irrevocably designates and appoints
Chemical Bank as the Agent and CAF Loan Agent of such Bank under this
Agreement, and each such Bank irrevocably authorizes Chemical Bank, as the
Agent and CAF Loan Agent for such Bank, to take such action on its behalf under
the provisions of this Agreement and to exercise such powers and perform such
duties as are expressly delegated to the Agent or CAF Loan Agent, as the case
may be, by the terms of this Agreement, together with such other powers as are
reasonably incidental thereto.  Notwithstanding any provision to the contrary
elsewhere in this Agreement, neither the Agent nor the

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CAF Loan Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Bank, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Agent or the CAF Loan Agent.

9.2  Delegation of Duties.  The Agent or the CAF Loan Agent may execute
any of its duties under this Agreement by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.  Neither the Agent nor the CAF Loan Agent
shall be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

9.3  Exculpatory Provisions.  Neither the Agent nor the CAF Loan Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement (except
for its or such Person's own gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Banks for any recitals, statements,
representations or warranties made by the Company or any officer thereof
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent or the CAF
Loan Agent under or in connection with, this Agreement or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or the Notes or for any failure of the Company to perform its
obligations hereunder.  Neither the Agent nor the CAF Loan Agent shall be under
any obligation to any Bank to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Company.

9.4  Reliance by Agent.  The Agent and the CAF Loan Agent shall be
entitled to rely, and shall be fully protected in relying, upon any Note,
writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Company), independent accountants and other experts selected by the Agent or
the CAF Loan Agent.  The Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Agent.  The
Agent and the CAF Loan Agent shall be fully justified in failing or refusing to
take any action under this Agreement unless it shall first receive such advice
or concurrence of the Majority Banks as it deems appropriate or it shall first
be indemnified to its satisfaction by the Banks against any and all

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liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.  The Agent and the CAF Loan Agent shall in
all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the Notes in accordance with a request of the Majority
Banks, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Banks and all future holders of the Notes.

9.5  Notice of Default.  The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Bank or the Company
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default".  In the event that the Agent
receives such a notice, the Agent shall promptly give notice thereof to the
Banks.  The Agent shall take such action with respect to such Default or Event
of Default as shall be reasonably directed by the Majority Banks; provided
that, unless and until the Agent shall have received such directions, the Agent
may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Banks.

9.6  Non-Reliance on Agent and Other Banks.  Each Bank expressly
acknowledges that neither the Agent nor the CAF Loan Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the Agent or
the CAF Loan Agent hereinafter taken, including any review of the affairs
of the Company, shall be deemed to constitute any representation or warranty by
the Agent to any Bank. Each Bank represents to the Agent and the CAF Loan Agent
that it has, independently and without reliance upon the Agent or the CAF Loan
Agent or any other Bank, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, operations, property, financial and other condition and
creditworthiness of the Company and made its own decision to make its Loans
hereunder and enter into this Agreement.  Each Bank also represents that it
will, independently and without reliance upon the Agent or the CAF Loan Agent
or any other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Agreement, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Company.  Except for notices, reports and other documents expressly
required to be furnished to the Banks by the Agent or the CAF Loan Agent
hereunder, neither the Agent nor the CAF Loan Agent shall have any duty or
responsibility to provide any Bank with any credit or other information
concerning the business, operations, property, financial and other condition or

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creditworthiness of the Company which may come into the possession of the Agent
or the CAF Loan Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

9.7  Indemnification.  The Banks agree to indemnify the Agent and the
CAF Loan Agent in its capacity as such (to the extent not reimbursed by the
Company and without limiting the obligation of the Company to do so),
ratably according to the respective amounts of their then existing Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including without limitation at any time
following the payment of the Notes) be imposed on, incurred by or asserted
against the Agent or the CAF Loan Agent in any way relating to or arising out
of this Agreement, or any documents contemplated by or referred to herein or the
transactions contemplated hereby or any action taken or omitted by the Agent or
the CAF Loan Agent under or in connection with any of the foregoing; provided
that no Bank shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting solely from the Agent's or
the CAF Loan Agent's gross negligence or willful misconduct.  The agreements in
this subsection shall survive the payment of the Notes and all other amounts
payable hereunder.

9.8  Agent and CAF Loan Agent in Its Individual Capacity.  The Agent
and the CAF Loan Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Company as though
the Agent or the CAF Loan Agent were not the Agent or the CAF Loan Agent
hereunder.  With respect to its Loans made or renewed by it and any Note issued
to it and with respect to any Letter of Credit issued or participated in by it,
the Agent and the CAF Loan Agent shall have the same rights and powers under
this Agreement as any Bank and may exercise the same as though it were not the
Agent, and the terms "Bank" and "Banks" shall include the Agent or the CAF Loan
Agent in its individual capacity.

9.9  Successor Agent and CAF Loan Agent.  The Agent or the CAF Loan
Agent may resign as Agent or CAF Loan Agent, as the case may be, upon 10 days'
notice to the Banks.  If the Agent or the CAF Loan Agent shall resign as Agent
or CAF Loan Agent, as the case may be, under this Agreement, then the Majority
Banks shall appoint from among the Banks a successor agent for the Banks which
successor agent shall be approved by the Company, whereupon such successor
agent shall succeed to the rights, powers and duties of the Agent or CAF Loan
Agent, as the case may be, and the term "Agent" or "CAF Loan Agent", as the
case may be, shall mean such successor agent effective upon its appointment,
and the former Agent's or CAF Loan Agent's rights, powers and duties as Agent
or CAF Loan Agent shall be terminated, without any other or further act or deed
on the part of such former Agent

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or CAF Loan Agent or any of the parties to this Agreement or any holders of the
Notes.  After any retiring Agent's or CAF Loan Agent's resignation hereunder as
Agent or CAF Loan Agent, the provisions of this subsection 9.9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent or CAF Loan Agent under this Agreement.

SECTION 10.   MISCELLANEOUS

10.1  Amendments and Waivers.  Neither this Agreement, any
Note, nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of this subsection.  With the written
consent of the Majority Banks, the Agent and the Company may, from time to
time, enter into written amendments, supplements or modifications hereto for
the purpose of adding any provisions to this Agreement or the Notes or changing
in any manner the rights of the Banks or of the Company hereunder or thereunder
or waiving, on such terms and conditions as the Agent may specify in such
instrument, any of the requirements of this Agreement or the Notes or any
Default or Event of Default and its consequences; provided, however, that no
such waiver and no such amendment, supplement or modification shall (a) extend
the maturity (whether as stated, by acceleration or otherwise) of any Note
(subject to the extension provisions of subsection 2.4 hereof), or reduce the
rate or extend the time of payment of interest thereon, or reduce any fee
payable to the Banks hereunder, or reduce the principal amount thereof, or
change the amount of any Bank's Commitment or amend, modify or waive any
provision of this subsection 10.1 or reduce the percentage specified in the
definition of Required Banks or Majority Banks, or consent to the assignment
or transfer by the Company of any of its rights and obligations under this
Agreement, in each case without the written consent of all the Banks, or (b)
amend, modify or waive any provision of Section 9 without the written consent
of the then Agent.  Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Banks and shall be binding upon
the Company, the Banks, the Agent and all future holders of the Notes.  In the
case of any waiver, the Company, the Banks and the Agent shall be restored to
their former position and rights hereunder and under the outstanding Notes, and
any Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

10.2  Notices.  All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or three days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice,
when sent, confirmation of receipt received, addressed as follows

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in the case of the Company, the Agent, and the CAF Loan Agent and as set forth
in Schedule I in the case of the other parties hereto, or to such other address
as may be hereafter notified by the respective parties hereto and any future
holders of the Notes:

The Company:          Humana Inc.
The Humana Building 
500 West Main Street
Louisville, Kentucky  40201-1438
Attention:  James W. Doucette, 
Vice President, 
Investments and
Treasurer 
Telecopy:    (502) 580-4089

The Agent and
CAF Loan Agent:       Chemical Bank 
270 Park Avenue
New York, New York  10017 
Attention:  Carol Burt,
Managing Director 
Telecopy:   (212) 270-3279 
with a copy to:       Chemical Bank Agency Services
Corporation
140 East 45th Street 
New York, New York  10017 
Attention: Janet Belden,
Vice President 
Telecopy:    (212) 622-0854

provided that any notice, request or demand to or upon the Agent or the Banks
pursuant to Section 2 shall not be effective until received.

10.3  No Waiver; Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of the Agent or any Bank, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege.  The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

10.4  Survival of Representations and Warranties.  All representations
and warranties made hereunder and in any document, certificate or statement
delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the Notes.

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10.5  Payment of Expenses and Taxes; Indemnity. (a)  The Company agrees
(i) to pay or reimburse the Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
Notes and any other documents prepared in connection herewith, and the
consummation of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Agent,  (ii) to pay or reimburse each Bank and the Agent for all their
reasonable costs and expenses incurred in connection with the enforcement or
preservation of any rights under this Agreement, the Notes and any such other
documents, including, without limitation, reasonable fees and disbursements of
counsel to the Agent and to the several Banks, and (iii) to pay, indemnify, and
hold each Bank and the Agent harmless from, any and all recording and filing
fees and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the Notes and any such other documents.

(b)  The Company will indemnify each of the Agent and the Banks and the
directors, officers and employees thereof and each Person, if any, who controls
each one of the Agent and the Banks (any of the foregoing, an "Indemnified
Person") and hold each Indemnified Person harmless from and against any and all
claims, damages, liabilities and expenses (including without limitation all
fees and disbursements of counsel with whom an Indemnified Person may
consult in connection therewith and all expenses of litigation or preparation
therefor) which an Indemnified Person may incur or which may be asserted
against it in connection with any litigation or investigation involving this
Agreement, the use of any proceeds of any Loans under this Agreement by the
Company or any Subsidiary, any officer, director or employee thereof, other
than litigation commenced by the Company against any of the Agent or the Banks
which (i) seeks enforcement of any of the Company's right hereunder and (ii) is
determined adversely to any of the Agent or the Banks.

(c)  The agreements in this subsection 10.5 shall survive repayment of
the Notes and all other amounts payable hereunder.

10.6  Successors and Assigns; Participations; Purchasing Banks. (a) 
This Agreement shall be binding upon and inure to the benefit of the Company,
the Banks, the Agent, all future holders of the Notes and their respective
successors and assigns, except that the Company may not assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Bank.

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(b)  Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to one or more
banks or other entities ("Participants") participating interests in any Loans
owing to such Bank, any Notes held by such Bank, any Commitments of such Bank or
any other interests of such Bank hereunder and under the other Loan Documents. 
In the event of any such sale by a Bank of a participating interest to a
Participant, such Bank's obligations under this Agreement to the other parties
under this Agreement shall remain unchanged, such Bank shall remain solely
responsible for the performance thereof, such Bank shall remain the holder of
any such Notes for all purposes under this Agreement, and the Company and the
Agent shall continue to deal solely and directly with such Bank in connection
with such Bank's rights and obligations under this Agreement and under the other
Loan Documents.  The Company agrees that if amounts outstanding under this
Agreement and the Notes are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall be deemed to have the right of offset in respect of its
participating interest in amounts owing under this Agreement and any Notes to
the same extent as if the amount of its participating interest were owing
directly to it as a Bank under this Agreement or any Notes, provided that such
right of offset shall be subject to the obligation of such Participant to share
with the Banks, and the Banks agree to share with such Participant, as provided
in subsection 10.7.  The Company also agrees that each Participant shall be
entitled to the benefits of subsections 2.12, 2.13 and 2.15 with respect to its
participation in the Commitments and the Eurodollar Loans outstanding from time
to time; provided that no Participant shall be entitled to receive any greater
amount pursuant to such subsections than the transferor Bank would have been
entitled to receive in respect of the amount of the participation transferred by
such transferor Bank to such Participant had no such transfer occurred.  No
Participant shall be entitled to consent to any amendment, supplement,
modification or waiver of or to this Agreement or any Note, unless the same is
subject to clause (a) of the proviso to subsection 10.1.

(c)  Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time assign to one or
more banks or other entities ("CAF Loan Assignees") any CAF Loan owing to such
Bank and any Individual CAF Loan Note held by such Bank evidencing such CAF
Loan, pursuant to a CAF Loan Assignment executed by the assignor Bank and the
CAF Loan Assignee.  Upon such execution, from and after the date of such CAF
Loan Assignment, the CAF Loan Assignee shall, to the extent of the assignment
provided for in such CAF Loan Assignment, be deemed to have the same rights and
benefits of payment and enforcement with respect to such CAF Loan and Individual
CAF Loan Note and the same rights of offset pursuant to subsection 8.1 and under
applicable law and obligation to share pursuant to subsection 10.7 as it would
have had if it were

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a Bank hereunder; provided that unless such CAF Loan Assignment shall otherwise
specify and a copy of such CAF Loan Assignment shall have been delivered to the
Agent for its acceptance and recording in the Register in accordance with
subsection 10.6(f), the assignor thereunder shall act as collection agent for
the CAF Loan Assignee thereunder, and the Agent shall pay all amounts received
from the Company which are allocable to the assigned CAF Loan or Individual CAF
Loan Note directly to such assignor without any further liability to such CAF
Loan Assignee.  A CAF Loan Assignee under a CAF Loan Assignment shall not, by
virtue of such CAF Loan Assignment, become a party to this Agreement or have
any rights to consent to or refrain from consenting to any amendment, waiver or
other modification of any provision of this Agreement or any related document;
provided that if a copy of such CAF Loan Assignment shall have been delivered
to the Agent for its acceptance and recording in the Register in accordance
with subsection 10.6(f), neither the principal amount of, the interest rate on,
nor the maturity date of any CAF Loan or Individual CAF Loan Note assigned to
the CAF Loan Assignee thereunder will be modified without the written consent
of such CAF Loan Assignee.  If a CAF Loan Assignee has caused a CAF Loan
Assignment to be recorded in the Register in accordance with subsection
10.6(f), such CAF Loan Assignee may thereafter, in the ordinary course of its
business and in accordance with applicable law, assign such Individual CAF Loan
Note to any Bank, to any affiliate or subsidiary of such CAF Loan Assignee or
to any other financial institution that has total assets in excess of
$1,000,000,000 and that in the ordinary course of its business extends credit
of the type evidenced by such Individual CAF Loan Note, and the foregoing
provisions of this subsection 10.6(c) shall apply, mutatis mutandis, to any
such assignment by a CAF Loan Assignee.  Except in accordance with the
preceding sentence, CAF Loans and Individual CAF Loan Notes may not be further
assigned by a CAF Loan Assignee, subject to any legal or regulatory requirement
that the CAF Loan Assignee's assets must remain under its control.

(d) Any Bank may, in the ordinary course of its commercial banking
business and in accordance with applicable law, at any time sell to any Bank or
any affiliate thereof, and, with the consent of the Company and the Agent
(which in each case shall not be unreasonably withheld) to one or more
additional banks or financial institutions ("Purchasing Banks") all or any part
of its rights and obligations under this Agreement and the Notes pursuant to a
Commitment Transfer Supplement, executed by such Purchasing Bank, such
transferor Bank and the Agent (and, in the case of a Purchasing Bank that is
not then a Bank or an affiliate thereof, by the Company); provided, however,
that (i) the Commitments purchased by such Purchasing Bank that is not then a
Bank shall be equal to or greater than $10,000,000 and (ii) the transferor Bank
which has transferred less than all of its Loans and Commitments to any such
Purchasing Bank shall retain a minimum Commitment, after giving effect to such
sale, equal to or greater than $10,000,000.  Upon (i) such execution of

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such Commitment Transfer Supplement, (ii) delivery of an executed copy thereof
to the Company and (iii) payment by such Purchasing Bank, such Purchasing Bank
shall for all purposes be a Bank party to this Agreement and shall have all the
rights and obligations of a Bank under this Agreement, to the same extent as if
it were an original party hereto with the Commitment Percentage of the
Commitments set forth in such Commitment Transfer Supplement. Such Commitment
Transfer Supplement shall be deemed to amend this Agreement to the extent, and
only to the extent, necessary to reflect the addition of such Purchasing Bank
and the resulting adjustment of Commitment Percentages arising from the
purchase by such Purchasing Bank of all or a portion of the rights and
obligations of such transferor Bank under this Agreement and the Notes.  Upon
the consummation of any transfer to a Purchasing Bank, pursuant to this
subsection 10.6(d), the transferor Bank, the Agent and the Company shall make
appropriate arrangements so that, if required, replacement Notes are issued to
such transferor Bank and new Notes or, as appropriate, replacement Notes, are
issued to such Purchasing Bank, in each case in principal amounts reflecting
their Commitment Percentages or, as appropriate, their outstanding Loans as
adjusted pursuant to such Commitment Transfer Supplement.

(e)  The Agent shall maintain at its address referred to in subsection
10.2 a copy of each CAF Loan Assignment and each Commitment Transfer Supplement
delivered to it and a register (the "Register") for the recordation of (i) the
names and addresses of the Banks and the Commitment of, and principal amount of
the Loans owing to, each Bank from time to time, and (ii) with respect to each
CAF Loan Assignment delivered to the Agent, the name and address of the CAF Loan
Assignee and the principal amount of each CAF Loan owing to such CAF Loan
Assignee.  The entries in the Register shall be conclusive, in the absence of
manifest error, and the Company, the Agent and the Banks may treat each Person
whose name is recorded in the Register as the owner of the Loan recorded therein
for all purposes of this Agreement.  The Register shall be available for
inspection by the Company or any Bank or CAF Loan Assignee at any reasonable
time and from time to time upon reasonable prior notice.

(f)  Upon its receipt of a CAF Loan Assignment executed by an assignor
Bank and a CAF Loan Assignee, together with payment to the Agent of a
registration and processing fee of $1,000, the Agent shall promptly accept such
CAF Loan Assignment, record the information contained therein in the Register
and give notice of such acceptance and recordation to the assignor Bank, the CAF
Loan Assignee and the Company.  Upon its receipt of a Commitment Transfer
Supplement executed by a transferor Bank and a Purchasing Bank (and, in the case
of a Purchasing Bank that is not then a Bank or an affiliate thereof, by the
Company and the Agent) together with payment to the Agent of a registration and
processing fee of $2,500, the Agent shall (i) promptly accept such Commitment
Transfer Supplement (ii) on the Transfer

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Effective Date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Banks and the Company.

(g)  The Company authorizes each Bank to disclose to any Participant,
CAF Loan Assignee or Purchasing Bank (each, a "Transferee") and any prospective
Transferee any and all financial information in such Bank's possession
concerning the Company which has been delivered to such Bank by the Company
pursuant to this Agreement or which has been delivered to such Bank by the
Company in connection with such Bank's credit evaluation of the Company prior to
entering into this Agreement.

(h)  If, pursuant to this subsection 10.6, any interest in this
Agreement or any Note is transferred to any Transferee which is organized under
the laws of any jurisdiction other than the United States or any State thereof,
the transferor Bank shall cause such Transferee, concurrently with the
effectiveness of such transfer, (i) to represent to the transferor Bank (for
the benefit of the transferor Bank, the Agent and the Company) that under
applicable law and treaties no taxes will be required to be withheld by the
Agent, the Company or the transferor Bank with respect to any payments to be
made to such Transferee in respect of the Loans, (ii) to furnish to the
transferor Bank (and, in the case of any Purchasing Bank and any CAF Loan
Assignee registered in the Register, the Agent and the Company) either U.S.
Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001
(wherein such Transferee claims entitlement to complete exemption from U.S.
federal withholding tax on all interest payments hereunder) and (iii) to agree
(for the benefit of the transferor Bank, the Agent and the Company) to provide
the transferor Bank (and, in the case of any Purchasing Bank and any CAF Loan
Assignee registered in the Register, the Agent and the Company) a new Form 4224
or Form 1001 upon the obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws and regulations
and amendments duly executed and completed by such Transferee, and to comply
from time to time with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.

(i)  Nothing herein shall prohibit any Bank or any Affiliate thereof
from pledging or assigning any Note to any Federal Reserve Bank in accordance
with applicable law.

10.7  Adjustments; Set-off.  If any Bank (a "Benefitted Bank") shall at
any time receive any payment of all or part of its Loans or the Reimbursement
Obligations owing to it, or interest thereon, or receive any collateral in
respect thereof (whether voluntarily or involuntarily, by offset, pursuant to
events or proceedings of the nature referred to in subsection 8.1(f), or
otherwise) in a greater proportion than any such payment to and collateral
received by any other Bank, if any, in respect of such other Bank's Loans or the
Reimbursement Obligations owing to it, or interest thereon, such Benefitted

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Bank shall purchase for cash from the other Banks such portion of each such 
other Bank's Loans or the Reimbursement Obligations owing to it, or
shall provide such other Banks with the benefits of any such collateral, or the
proceeds thereof, as shall be necessary to cause such Benefitted Bank to share
the excess payment or benefits of such collateral or proceeds ratably with each
of the Banks; provided, however, that if all or any portion of such excess
payment or benefits is thereafter recovered from such Benefitted Bank, such
purchase shall be rescinded, and the purchase price and benefits returned, to 
the extent of such recovery, but without interest.  The Company agrees that
each Bank so purchasing a portion of another Bank's Loan may exercise all rights
of a payment (including, without limitation, rights of offset) with respect to
such portion as fully as if such Bank were the direct holder of such portion.

10.8  Counterparts.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.  A set of the copies of this Agreement signed by all the parties
shall be lodged with the Company and the Agent.

10.9  GOVERNING LAW.  THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

10.10  WAIVERS OF JURY TRIAL.  THE COMPANY, THE AGENT, THE CAF LOAN
AGENT AND THE BANKS EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, THE NOTES OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

10.11  Submission To Jurisdiction; Waivers.  The Company hereby
irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and
enforcement of any judgement in respect thereof, to the non-exclusive
general jurisdiction of the Courts of the State of New York, the courts of
the United States of America for the Southern District of New York, and
appellate courts from any thereof; and

(b)  consents that any such action or proceeding may be brought in 
such courts, and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same.

10.12  Confidentiality of Information.  Each Bank acknowledges that some
of the information furnished to such Bank

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73

pursuant to this Agreement may be received by such Bank prior to the time such
information shall have been made public, and each Bank agrees that it will keep
all information so furnished confidential and shall make no use of such
information until it shall have become public, except (a) in connection with
matters involving operations under or enforcement of this Agreement or the
Notes,  (b) in accordance with each Bank's obligations under law or pursuant to
subpoenas or other process to make information available to governmental
agencies and examiners or to others, (c) to each Bank's corporate Affiliates
and Transferees and prospective Transferees so long as such Persons agree to be
bound by this subsection 10.12 and (d) with the prior consent of the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.

HUMANA INC.

By: /s/ JAMES W. DOUCETTE
--------------------------------------------
Name:   James W. Doucette
--------------------------------------
Title:  V.P. Investments & Treasurer
--------------------------------------

CHEMICAL BANK, as Agent, as CAF             
Loan Agent and as a Bank

By:  /s/  PETER ECKSTEIN
--------------------------------------------
Name:   Peter Eckstein
--------------------------------------
Title:  V.P.
--------------------------------------

CITIBANK, N.A.

By:   /s/  BARBARA A. COHEN
--------------------------------------------
Name:   Barbara A. Cohen
--------------------------------------
Title:  Vice President
--------------------------------------

NATIONSBANK OF GEORGIA, N.A. 

By:   /s/  ASHLEY M. CRABTREE
--------------------------------------------
Name:   Ashley M. Crabtree
--------------------------------------
Title:  Vice President
--------------------------------------

NATIONAL CITY BANK, KENTUCKY

By:    /s/  CHARLES P. DENNY
-------------------------------------------
Name:    Charles P. Denny
-------------------------------------
Title:   Senior Vice President
-------------------------------------

PNC BANK, KENTUCKY, INC. 

By:     /s/  JEFFERSON M. GREEN
-------------------------------------------
Name:      Jefferson M. Green
-------------------------------------
Title:     V.P.
-------------------------------------

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WACHOVIA BANK OF GEORGIA, N.A.

By: /S/ DAVID L. GAINES 
--------------------------------------------
Name:   David L. Gaines
--------------------------------------
Title:  SENIOR VICE PRESIDENT
--------------------------------------

BANK OF AMERICA NATIONAL TRUST            
& SAVINGS ASSOCIATION

By: /s/ KATHERINE MCNALLEN
--------------------------------------------
Name:  Katherine McNallen
--------------------------------------
Title: Vice President
--------------------------------------

THE BANK OF NOVA SCOTIA

By: /s/ F.C.H ASHBY
--------------------------------------------
Name: F.C.H. Ashby
--------------------------------------
Title: Senior Manager Loan Operations
--------------------------------------

THE CHASE MANHATTAN BANK, N.A.

By: /s/ MICHAEL K. BAYLEY
--------------------------------------------
Name: Michael K. Bayley
--------------------------------------
Title: Vice President
--------------------------------------

FIRST INTERSTATE BANK OF CALIFORNIA

By: /s/ BRUCE P. MCDONALD
-------------------------------------------
Name: Bruce P. McDonald
-------------------------------------
Title: Vice President
-------------------------------------

LIBERTY NATIONAL BANK AND TRUST
CO. OF KENTUCKY

By: /s/ EARL A. DORSEY
-------------------------------------------
Name: Earl A. Dorsey
-------------------------------------
Title: S.V.P.
-------------------------------------

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THE TORONTO-DOMINION BANK

By: /S/ E.E. WALKER
--------------------------------------------
Name:   E.E. Walker
--------------------------------------
Title:  Mgr. Cr. Admin.
--------------------------------------

THE SANWA BANK, LIMITED,
ATLANTA AGENCY

By: /s/ PETER J. PAWLAK
--------------------------------------------
Name: Peter J. Pawlak
--------------------------------------
Title: Senior Vice President and Senior Manager
--------------------------------------

BANK OF LOUISVILLE & TRUST COMPANY

By: /s/ GAIL W. POHN
--------------------------------------------
Name: Gail W. Pohn
--------------------------------------
Title: Executive Vice President
--------------------------------------

BARNETT BANK OF BROWARD
COUNTY, N.A.

By: /s/ MICHAEL COONEY
--------------------------------------------
Name: Michael Cooney
--------------------------------------
Title: Vice President
--------------------------------------

THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS

By: /s/ DOUGLAS W. THORNSBERRY
-------------------------------------------
Name: Douglas W. Thornsberry
-------------------------------------
Title: Corporate Banking Officer
-------------------------------------

SHAWMUT BANK CONNECTICUT, N.A.

By: /s/ MANFRED O. EIGENBROD
-------------------------------------------
Name: Manfred O. Eigenbrod
-------------------------------------
Title: Vice President
-------------------------------------

1
Exhibit 10 (qq)

ALTERNATIVE DISPUTE RESOLUTION AGREEMENT

THIS ALTERNATIVE DISPUTE RESOLUTION AGREEMENT ("Agreement") is made
this 8th day of March, by and between HUMANA INC., a Delaware corporation
("Humana"), and GALEN HEALTH CARE, INC., a Delaware corporation ("Galen").

RECITALS

Prior to the date of this Agreement, Humana and Galen were members
of an affiliated group of companies.  As part of the division of the
formerly integrated business into separate businesses managed by
unaffiliated companies, which has been accomplished as of the date hereof
by distribution of the capital stock of Galen to Humana's shareholders, Humana
and Galen have entered into certain agreements governing the division of such
business and the distribution of its assets and liabilities.  The purpose of
this Agreement is to specify the sole and exclusive method and procedure by
which disputes arising out of or relating to such agreements, or breaches of
such agreements, are to be resolved.  Humana and Galen intend that the
procedures agreed upon herein will permit them to resolve such disputes,
if any, expeditiously, economically and finally.

NOW, THEREFORE, in consideration of the premises and mutual covenants
of the parties contained herein, the parties hereby agree as follows:

1.      DEFINITIONS.  As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1:

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1.1.    AFFILIATE.  An "affiliate" as defined under Rule 12b-2 of the
regulations promulgated under the Securities Exchange Act of 1934, as amended.

1.2.    AMOUNT IN CONTROVERSY.  The monetary value of any
Dispute.  In determining the monetary value of any Dispute, in addition to
the monies actually at issue, if interpretation of a provision of one of the
Contracts could determine the rights of the parties with respect to future
Disputes, the monetary value of such further Disputes which could reasonably
arise under the Contract provision to be interpreted must be considered.

1.3.    ARBITRATOR.   The person appointed pursuant to Paragraph 4.4
below.

1.4.    CONTRACTS.  Each of the agreements set forth in Tab A.

1.5.    DISPUTE. A claim, demand, liability or assertion by one party 
hereto against the other which arises out of or relates to the
Contracts, or which alleges a breach thereof, concerning which the parties
cannot reach agreement after good faith consultation and negotiation.

1.6.    GALEN.  Galen Health Care, Inc. and all of its subsidiaries
after March 1, 1993.

1.7.    HUMANA.  Humana Inc. and all of its subsidiaries after March 1,
1993.

1.8.    HUMANA GROUP.  Humana Inc. and all of its existing and former
subsidiaries and affiliates prior to March 1, 1993.

1.9.    MEDIATOR.    The person appointed pursuant to Paragraph 3.4
below.

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1.10.   PANEL.  The list of potential Mediators or Arbitrators
created in accordance with Paragraph 5 hereof. 

2.      NATURE OF THE DISPUTE.

2.1.    If the Dispute involves an Amount in Controversy of less  than
$250,000,  the  parties  shall  submit  such  Dispute  to binding mediation as
set forth in Paragraph 3.17 below.

2.2.    If the Dispute involves an Amount in Controversy of $250,000 or
more, the parties shall first submit such Dispute to non-binding mediation.  If
the Dispute cannot be resolved through mediation, such Dispute shall then be
submitted by the parties to binding arbitration in accordance with Section 4
below.   Judgment upon  the  award  rendered by  the  Arbitrator may be
enforced  as provided in Paragraph 6.1.

2.3.    If the parties are unable to agree which of the above provisions
(Paragraph 2.1 or Paragraph 2.2) governs a Dispute, the Mediator shall decide
this  issue  prior  to  beginning  any  other  part  of  the mediation.

3.      MEDIATION.

3.1.    Either party to a Dispute may initiate mediation by giving
notice  to  the  other  that  it  requests  mediation  (the "Request" ).

3.2.    The Request shall contain a brief statement of the nature of the
Dispute.

3.3.    Within fifteen (15) days of a Request, the parties will appoint a
single Mediator.   Such appointment shall be made as set forth in Paragraph 3.4
below.

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3.4.    The Mediator shall be selected from the Panel in the following
manner.  Within five (5) days of receipt of the Request or, in the case of a
Panel constituted according to Paragraph 5.2, within five (5) days of receipt
of the list of persons comprising the Panel, the parties shall meet to attempt
to agree upon a particular Mediator.  If the parties are unable to agree, each
party shall cross off from the list any Panel member it deems unacceptable and
attach in writing a numerical preference (with the numeral 1 representing most
preferred) to the remaining persons, provided, however, that neither party may
cross off one-half or more of the number of persons on the Panel.  The Mediator
shall be the person who (1) has not been crossed off the list by either party,
and (2) receives the lowest numerical score when the written preferences of the
parties are added together.  In the event of a tie, the Mediator shall be
chosen by lot from among those persons receiving the same numerical score.

3.5.    No person shall serve as a Mediator in any Dispute in which
the person has any financial or personal interest, except by the written
consent of the parties.  Prior to accepting an appointment, the prospective
Mediator shall disclose any circumstances likely to create a presumption of
bias or prevent a prompt meeting with the parties.  If, in the opinion
of either party, such circumstances disqualify the Mediator to serve,   another
Mediator shall be appointed within fifteen (15) days of one party's giving
notice to the other that the first Mediator is disqualified.  The appointment
shall be made in the same manner as that described in Paragraph 3.4 above.

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3.6.    If one party fails to participate in the selection of the
Mediator within the time specified, such party shall be deemed to agree to
the selection of any member of the Panel and to authorize the other
party to take any actions necessary to appoint a Mediator.  Any Mediator thus
appointed shall have all the powers conferred by this Section 3.

3.7.    Subject to the provisions of Paragraph 3.11 below, either party
may select persons of its choice to be corporate representatives at the
mediation proceedings, excepting however that outside counsel shall not be
permitted to attend or participate in the mediation proceedings.

3.8.    Subject to the requirement that all mediation proceedings 
shall take place in Louisville, Kentucky unless otherwise agreed by the
parties, the Mediator shall fix the time and place of each mediation session,
the first such session to be scheduled not more than thirty (30) days after
appointment of the Mediator, unless otherwise agreed by the parties.

3.9.    At least five (5) days prior to the first scheduled mediation
session, each party shall provide the Mediator and the other party with: (i) a
summarized statement of position; (ii) all relevant documentation regarding
factual basis and liability; and (iii) all relevant documentation regarding the
amount in dispute or the damages asserted.  Each party is expected to 
produce all information which may be reasonably required by the Mediator to
understand the issues presented.

3.10.   Excepting only with respect to those Disputes identified in
Paragraph 2.1 above, the Mediator has no authority to impose a

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settlement but will assist the parties in reaching a satisfactory resolution of
the Dispute.  The Mediator is authorized to conduct joint and separate
meetings with the parties and to make oral and written recommendations for
settlement.  The Mediator is further authorized to obtain expert advice
concerning technical aspects of the Dispute, provided the parties agree and
assume the expenses of obtaining such advice.

3.11.   Only the parties may attend any mediation session, unless the
parties and the Mediator consent to the attendance of other person(s).

3.12.   Information disclosed to the Mediator by the parties or by 
witnesses, as well as all documents received, during the course of the
mediation shall be maintained as confidential by the Mediator.

3.13.   The parties and the Mediator shall maintain the
confidentiality of the mediation and shall not rely upon or introduce
as evidence in any arbitral, judicial or other proceeding (i) any views
expressed or proposals made by the other party or Mediator, (ii) admissions
made by the other party or (iii) settlement proposals and discussions
made by either party or the Mediator during the course of the mediation.  The
Mediator shall not be compelled to divulge such records or to testify in regard
to the mediation in any adversary proceeding or judicial forum.

3.14.   The mediation shall be terminated upon the happening of any of
the following: (i) by the execution of a settlement agreement by the
parties; (ii) by written declaration of the Mediator that further efforts
at mediation are no longer worth-

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while;  (iii) by a written declaration of one or both parties that the
mediation proceedings are terminated; or (iv) by the passage of thirty (30) days
after the first mediation session, unless the parties otherwise agree in
writing.

3.15.   Upon termination of mediation proceedings by reason of
settlement, the parties shall execute all documents necessary to effect the
settlement upon the agreed terms and conditions.  Such settlement shall
constitute a binding contract of the parties and shall be enforceable as
provided in Paragraph 6.1 below.

3.16.  Upon termination of mediation proceedings under Paragraph
3.14(ii), (iii) or (iv) above, and with respect to Disputes identified in
Paragraph 2.2 above, the parties shall initiate arbitration proceedings as set
forth in Section 4 below.

3.17.  With respect to Disputes identified in Paragraph 2.1 above,
upon termination of mediation proceedings under Paragraph 3.14(ii), (iii) or
(iv) above, the Mediator shall arbitrate the Dispute in one of the following
methods, as determined by the Mediator: (i) issue a binding award based upon the
information previously provided by the parties; (ii) request additional written
position statements and documentation from the parties upon which a binding
award will issue; or (iii) schedule and conduct an expedited hearing in a
manner which permits a fair presentation of the case by the parties,
such hearing to be completed in one day and upon which a binding award will
issue.  The Mediator shall issue a binding award with respect to such Disputes
no later than ten (10) days after termination of mediation proceedings under
Section 3.14(ii), (iii) or (iv), unless the parties otherwise agree in
writing.  Fees and

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expenses of the mediation shall be shared equally by the parties unless the
Mediator determines that the position or conduct in the mediation was
frivolous or uncooperative, in which case the Mediator may apportion such
fees or expenses as the Mediator sees fit.

3.18.  An award of the Mediator issued under Paragraph 3.17 above
shall be enforceable in any court of competent jurisdiction as provided in
Section 6.1 hereof.  The parties hereby expressly agree that the validity or
enforceability of any such award shall not be challenged in judicial
proceedings for any reason other than fraud in the conduct of the arbitration
proceedings resulting in such award.

4.      ARBITRATION.

4.1.    Either party to a Dispute identified in Paragraph 2.2 above
which has not been settled or resolved through mediation may initiate   
arbitration by serving notice of a Demand for Arbitration ("Demand") upon the
other party.  Such Demand shall contain a statement setting forth its claim and
the nature of the dispute, the amount involved and, if any, the remedy sought. 
If so desired, the party upon whom the Demand is made may serve an answering
statement within seven (7) days upon the other party.  If a counterclaim is
asserted it shall contain a statement setting forth the nature of the
counterclaim, the amount involved, if any, and the remedy sought. If no answer
is filed within the stated time, it will be assumed that the claim is denied. 
Failure to file an answer shall not operate to delay the arbitration.

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4.2.    If either party subsequently desires to make any new or
different claim, such claim shall be made in writing and served upon the other
party who shall have seven (7) days from the date of service within which to
answer.  After the Arbitrator is appointed, however, no new or different
claim may be submitted except with the consent of both parties.

4.3.    Within fifteen (15) days of receipt of a Demand the parties
will appoint a single Arbitrator.  Such appointment shall be made as set forth
below.

4.4.    The Arbitrator shall be selected from the Panel from which the
Mediator in the case was selected.  Within five (5) days of receipt of a
Demand, the parties shall meet to attempt to agree upon a particular
Arbitrator.  If the parties are unable to agree, each party shall cross off
from the list any Panel member (including the Panel member who served as
Mediator in the case) it deems unacceptable and attach in writing a numerical
preference (with the numeral 1 representing most preferred) to the remaining
persons, provided, however, that neither party may cross off one-half or more of
the number of persons on the panel.  The Arbitrator shall be the person who (1)
has not been crossed off the list by either party, and (2) receives the lowest
numerical score when the written preferences of the parties are added together.
In the event of a tie, the Arbitrator shall be chosen by lot from among those
persons receiving the same numerical score.

4.5.    No person shall serve as an Arbitrator in any Dispute in which
the person has any financial or personal interest, except by the written
consent of the parties.  Prior to accepting an

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appointment, the prospective Arbitrator shall disclose any circumstances likely
to create a presumption of bias or prevent a prompt meeting with the parties.
If, in the opinion of either party, such circumstances disqualify the
Arbitrator to serve, another Arbitrator shall be appointed within
fifteen (15) days of one party's giving notice to the other that the first
Arbitrator is disqualified.  The appointment shall be made in the same manner
as that described in Paragraph 4.4 above.

4.6.    All arbitration proceedings shall take place in
Louisville, Kentucky, unless otherwise agreed by the parties in writing.
The Arbitrator shall schedule a pre-hearing conference, of which each party
shall have at least five (5) days' advance notice, to arrange for an exchange
of information and a stipulation to uncontested facts to expedite
the arbitration proceedings.  Such pre-hearing conference shall be held within
thirty (30) days of the appointment of the Arbitrator.  At the pre-hearing
conference, the parties will produce relevant documents, identify witnesses to
be called, schedule further hearings and consider any other matters which will
expedite the arbitration proceedings.  At the pre-hearing conference, the
Arbitrator, at the request of either party, shall have the authority to direct
the production of any relevant documents or exhibits not produced.  Failure to
make production after such direction may subject the non-producing party to the
same penalties as failure to respond to a subpoena as set forth in Section
4.14.  Further hearings, including presentation of all evidence and
post-hearing briefs, shall be completed within thirty (30) days of the
pre-hearing conference unless the Arbitrator

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determines that more time is necessary to enable both parties to present their
cases fairly.  Any such determination shall be in writing, shall include a
reasoned explanation, and shall fix a date certain for closing the hearings.

4.7.    If one party fails to participate in the selection of the
Arbitrator within the time specified, such party shall be deemed to agree
to the selection of any member of the Panel and to authorize the other party to
take any actions necessary to appoint an Arbitrator.  Any Arbitrator thus
appointed shall have all the powers conferred by this Section 4.

4.8.    Any party may be represented by counsel.  A party intending
to be so represented shall notify the other party at the earliest possible
date, but in any event no later than the date of appointment of the Arbitrator.

4.9.    A verbatim record, through audiotape, shall be kept of the
proceedings.  Any party wishing a stenographic record shall make arrangements
directly with the stenographer and shall notify the other party of such
arrangements in advance of the hearing. The requesting party shall pay the cost
of such record.

4.10.   The Arbitrator shall maintain the privacy of the hearings.  Any
person having a direct interest in the arbitration is entitled to attend 
the hearings; otherwise, the Arbitrator shall have the power to require
the exclusion of any witness, other than a party or other essential person,
during the testimony of any other witness.

4.11.  Unless the law provides to the contrary, the arbitration may
proceed in the absence of any party which, after due

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notice, fails to be present or fails to obtain an adjournment.  An award shall
not be made solely on the default of a party and the Arbitrator shall require
the party who is present to submit such evidence as the Arbitrator may require
for the making of an award.

4.12.   The Arbitrator may adjourn the proceedings upon the request of
a party or upon the Arbitrator's own initiative, but the Arbitrator shall make
such adjournment only when all of the parties agree thereto.

4.13.   The hearing shall be opened by the filing of the oath of the
Arbitrator, where required, and by the recording of the place, time and
date of the hearing, acknowledgement of the presence of the Arbitrator
and the parties, and counsel, if any, and by the receipt of the Arbitrator of
the statement of claim and answer, if any.  The Arbitrator may also ask for
statements clarifying the issues involved.  The complaining party shall
first present its claim and proofs and its witnesses, who shall submit to
questions or other examination, including cross-examination by the other party.
The defending party shall then present its defense and proofs and its
witnesses, who shall submit to questions or other examination, including
cross-examination by the other party. The Arbitrator may require witnesses
to testify under oath administered by a duly qualified person.  If required
by law or if either party so demands, the Arbitrator shall require witnesses to
testify under oath administered by a duly qualified person.

4.14.  The Arbitrator shall afford full and equal opportunity to all
parties for the presentation of any material or relevant proofs.  Exhibits,
when offered by either party, may be received in

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evidence by the Arbitrator.   The names and addresses of all witnesses and
exhibits in the order received shall be made a part of the record.  The parties
may offer such evidence as is relevant and material to the Dispute and shall
produce such additional evidence as  the  Arbitrator may deem necessary to an
understanding and determination of the Dispute.  The Arbitrator may subpoena
witnesses or documents upon the request of any party, or independently.
Failure to produce documents subject to subpoena may be grounds  for a ruling
in favor of the other party or a negative inference against the party failing
to produce, in the Arbitrator's discretion.  The Arbitrator shall be the sole
judge of the relevance and materiality of the evidence offered and conformity
to legal rules of evidence shall not be necessary.   The Arbitrator shall also
be the sole judge with respect to any procedural disputes between the parties.
All evidence shall be taken in the presence of the Arbitrator and of
the parties, except for any party which has waived the right to be present or
failed to be present or to obtain an adjournment within the meaning of
Paragraph 4.11.

4.15.   Upon the statements of the parties that they have no further
proof to offer nor witnesses to be heard or upon the expiration of the time
set pursuant to Paragraph 4.6, the Arbitrator shall declare the hearings closed
and a minute thereof shall be recorded. If post-hearing briefs  are to be
filed,  the hearing  shall be declared closed as of the date set by the
Arbitrator for receipt of briefs.  If it has been agreed upon by the parties
at the hearing that additional documents shall be filed, such documents shall
be

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filed as of the date set for the receipt of briefs.  The time limit within
which the Arbitrator is required to make the award shall commence to run, in
the absence of other agreement by the parties, upon the closing of the hearing.

4.16.   The parties may provide, by written agreement, for the waiver
of oral hearings with respect to any particular Dispute. When the parties have
so agreed, the Arbitrator shall decide the issue based upon written
documentation and briefs submitted by each party.

4.17.   Any party who proceeds with arbitration after knowledge that
any provision or requirement of this Agreement has not been complied with and
who fails to state objection thereto in writing, shall be deemed to have waived
the right to object.

4.18.   Unless both parties have been given notice and an opportunity
to participate, there shall be no communication between one or both parties and
the Arbitrator other than at oral hearings.

4.19.   The award shall be made promptly by the Arbitrator, but in no
event later than fifteen (15) days from the date of the closing of the
hearings, or if oral hearings have been waived, from the date of transmitting
the final statements and proofs to the Arbitrator.  The Arbitrator shall
also provide the parties a written explanation within sixty (60) days
from the date of the closing of the hearings.

4.20.   The award shall be in writing,  signed by the Arbitrator, and
shall be executed in the manner required by law.

4.21.   The Arbitrator may grant any remedy or relief which the
Arbitrator deems just and equitable and within the scope of the

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agreement of the parties including specifically, but not limited to, injunctive
relief and specific performance of a contract.  The Arbitrator may not award
consequential, exemplary, incidental, punitive or special damages.  In any
award involving money damages, the Arbitrator shall award both
pre-arbitration and post-arbitration interest.  Interest shall be at the
prime rate as published from time to time by Chemical Bank, unless the
agreement which is the subject of the Dispute provides otherwise.  Fees and
expenses of the arbitration shall be shared equally by the parties unless the
Arbitrator determines that the position or conduct in the arbitration was
frivolous or uncooperative, in which case the Arbitrator may apportion such
fees or expenses as the Arbitrator sees fit.

4.22.   If the parties settle their dispute during the course of the
arbitration, the Arbitrator, upon their request, may set forth the terms of
the agreed settlement in an award.

4.23.  An award of the Arbitrator issued hereunder shall be
enforceable in any court of competent jurisdiction as provided in Section 6.1
hereof.  The parties hereby expressly agree that the validity or
enforceability of any such award shall not be challenged in judicial
proceedings for any reason other than fraud in the conduct of the arbitration
proceedings resulting in such award.

5.      CREATION OF PANEL.

5.1.    Following the execution of this agreement, the parties shall
use their best efforts to agree upon a list of five (5) or seven (7) persons to
constitute a panel from which Mediators and

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Arbitrators shall thereafter be drawn.  This list, which may be amended by
the written agreement of both parties, shall be attached hereto as Tab B.

5.2.    If the parties have not agreed upon a list as provided in
Paragraph 5.1 prior to the initiation of mediation by either party to a
Dispute, the party requesting mediation shall, unless both parties otherwise
agree in writing, request the New York office of the Judicial Arbitration &
Mediation Services, Inc. to provide a list of seven (7) persons able to serve
as Mediator or Arbitrator.  This list shall constitute the Panel for both
mediation and arbitration of that Dispute unless the parties otherwise agree in
writing.  If after following the procedures specified in Sections 3 and 4 above
a Mediator or Arbitrator cannot be appointed from this list, the parties shall
request additional lists from the New York office of the Judicial Arbitration &
Mediation Services, Inc. as necessary. 

6.      JURISDICTION; SERVICE OF PROCESS.

6.1.    JURISDICTION. The parties hereby irrevocably submit to the
exclusive jurisdiction of the courts of the Commonwealth of Kentucky in
Louisville, Jefferson County, Kentucky, and the United States Federal District
Courts for the Western District of Kentucky located in Louisville, Kentucky,
over any action permitted by Section 4.23, Section 3.15 and Section 3.18
hereof.  The parties hereby irrevocably waive, to the fullest extent
permitted by applicable law, any objection which they may now or hereafter
have to the venue of any such dispute brought in such court or any defense of
inconvenient forum for the maintenance of such action.  Each of the parties
agrees that a judgment in any such action may

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be enforced in any other jurisdiction by suit on the judgment or in any other
manner provided by law.

6.2.    SERVICE OF PROCESS.    Each of the parties hereby
consents to process being served by any party to this Agreement in any action
specified in Section 6.1 above by the mailing or the delivery by hand of a
copy thereof in accordance with the provisions of Section 7.1 of this
Agreement.

6.3.    TRIAL BY JURY.    Each of the parties hereto hereby waives
any right to trial by jury with respect to any action specified in
Section 6.1 above.

7.      MISCELLANEOUS PROVISIONS.

7.1.    NOTICE.  All notices, requests, demands and other communications
required or permitted to be given or made under this Agreement shall be in
writing and shall be deemed to have been given (i) on the date of personal
delivery or (ii) provided such notice, request, demand or communication is
actually received by the party to which it is addressed in the ordinary
course of delivery, on the date of (A) deposit in the United States mail,
postage prepaid, by registered or certified mall, return receipt requested,
(B) transmission by telegram, cable, telex or facsimile transmission, or (C)
delivery to a nationally-recognized overnight courier service, in each case,
addressed as follows, or to such other person or entity as either party shall
designate by notice to the other in accordance herewith:

If to Humana:                     Humana Inc.
500 West Main Street
Box 1438
Louisville, Kentucky 40201-1438
Attn:             Law Department

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If to Galen:                      Galen Health Care, Inc.
201 West Main Street
Louisville, Kentucky 40202
Attn:             Law Department

7.2.    GOVERNING LAW.   This Agreement shall be governed by, and
construed in accordance with, the laws of the Commonwealth of Kentucky to the
extent not inconsistent with the Federal Arbitration Act.

7.3.    SEVERABILITY. The parties agree that each provision to this
Agreement shall be construed independent of any other provision of this
Agreement.  The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof.  This Agreement
shall be construed in all respects as if such invalid or unenforceable
provision were omitted.

7.4.    ENTIRE AGREEMENT.  This Agreement, including Tabs A and B,
constitutes the entire agreement between the parties regarding its subject
matter.  It supersedes all prior written or contemporaneous oral
agreements related thereto.

7.5.    AMENDMENT AND MODIFICATIONS.   No amendment or other
modification to this Agreement shall be binding upon any party unless executed
in writing by all of the parties hereto.

7.6.    WAIVER.   No waiver by any party of any of the provisions of
this Agreement will be deemed, or will constitute, a waiver of any
other provision, whether similar, nor will any waiver constitute a continuing
waiver.  No waiver will be binding unless executed in writing by the party
making the waiver.

7.7.   ASSIGNMENT.  Neither party may assign, by operation of law,
merger or otherwise, license, sublicense or otherwise transfer

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any of its rights or obligations under this Agreement to any other person or
entity without obtaining the prior written consent of the other party.

7.8.    CAPTIONS.  All captions in this Agreement are intended solely
for the convenience of the parties, and none shall be deemed to affect the
meaning and construction of any provision hereof.

7.9.    BINDING EFFECT OF AGREEMENT. This Agreement shall be binding
upon, and shall inure to the benefit of and be enforceable by, the parties
hereto, their respective Affiliates, successors and assigns.

7.10.  NO THIRD PARTY BENEFICIARY.  Nothing in this Agreement, express
or implied, shall confer on any person other than the parties any rights
or remedies under or by virtue of this Agreement.

IN WITNESS WHEREOF, the parties, by their duly authorized officers,
have executed and delivered this Agreement on the date first written above.

HUMANA, INC.

By:   /S/   W. E. NEELY                               
---------------------------------
Title:  Vice President                             
------------------------------
("Humana")

GALEN HEALTH CARE, INC.

By:  /S/ KATHLEEN PELLEGRINO                                
---------------------------------
Title:  Vice President                             
------------------------------
("Galen")

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TAB A

1.   Distribution Agreement between Galen Health Care, Inc. and Humana Inc.,
dated as of January 19, 1993.

2.   Operating Agreement between Galen Health Care, Inc. and Humana Inc., dated
as of March 1, 1993.

3.   Hospital Services Agreement between Galen Health Care, Inc. Humana, Inc.
and certain of their respective subsidiaries.

4.   Medicare Supplement Agreement between Galen Health Care, Inc. and Humana
Inc., dated as of March 1, 1993.

5.   Assumption of Liabilities and Indemnification Agreement between Galen
health Care, Inc. and Humana Inc., dated as of March 1, 1993.

6.   Employee Benefits Allocation Agreement between Galen Health Care, Inc. and
Humana Inc., dated as of March 1, 1993.

7.   Tax Sharing and Indemnification Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.

8.   Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 500 West Main Street, Louisville, Kentucky, dated as of March
1, 1993.

9.   Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 516 West Main Street, Louisville, Kentucky, dated as of March
1, 1993.

10.  Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 101 East Main Street, Louisville, Kentucky, dated as of March
1, 1993.

11.  Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 708 West Magazine Street, Louisville, Kentucky, dated as of
March 1, 1993.

12.  Lease Agreement between Galen Health Care, Inc. and Humana, Inc.
regarding 8119 Data Point Drive, San Antonio, Texas, dated as of March
1, 1993.

13.  Intellectual Property Agreement between Galen Health Care, Inc. and
Humana, Inc., dated as of March 1, 1993.

14.  Aircraft Management Agreement between Galen Health Care, Inc. and Humana
Inc., dated as of March 1, 1993.  

21

15.  Aircraft Interchange Agreement between Galen Health Care, Inc. and Humana 
Inc., dated as of March 1, 1993.

16.  Information Systems Split Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.

17.  Intercompany Information Systems Agreement between Galen Health
Care, Inc. and Humana Inc., dated as of March 1, 1993.

18.  Intercompany Communications Agreement between Galen Health Care, Inc.
and Humana Inc., dated as of March 1, 1993.

19.  Workers Compensation Administrative Service Agreement between Humana
Health Insurance Company of Florida, Inc., a wholly owned subsidiary
of Humana Inc., and Galen Health Care, Inc., dated as of March 1, 1993.

20.  Administrative Services Agreement between Humana Insurance Company, a
wholly owned subsidiary of Humana Inc., and Galen Health Care, Inc.,
dated as of March 1, 1993.

21.  Accounts Recovery Service Agreement between Humana Inc. and Galen
Health Care, Inc., dated as of March 1, 1993.

22.  Any other agreement between the parties which, by its terms, adopts
the provisions of this Alternative Dispute Resolution Agreement.

2

1
Exhibit 12

HUMANA INC.
RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEARS ENDED DECEMBER 31, 1993, DECEMBER 31, 1992,
AUGUST 31, 1992, AUGUST 31, 1991, AND AUGUST 31, 1990
AND THE FOUR MONTHS ENDED DECEMBER 31, 1992

Four
Years Ended                     Months Ended                    Years Ended
December 31,                     December 31,                    August 31,
------------                    -------------             -----------------------
1993   1992                        1992                   1992     1991      1990
----   ----                        ----                   ----     ----      ----

Ratio of earnings
(losses)  to
fixed charges            14.1   (A)                         5.6                    (A)      1.8       (A)

For the purpose of determining earnings in the calculation of the ratio of
earnings to fixed charges, earnings (losses) have been increased (reduced) by
the provision  (benefit)  for income taxes and fixed charges.    Fixed charges
consist  of  interest  expense  on borrowings  and one-third  (the proportion
deemed representative of the interest portion)  of rents.

(A) Earnings were inadequate to cover fixed charges by $139 million, $146
million and $6 million for the years ended December 31, 1992, August 31,
1992, and August 31, 1990, respectively.  The deficiency for the years
ended December 31, 1992, and August 31, 1992 was caused by the recording of
$171 million  (pre-tax)  of  restructuring and unusual charges in August
1992.

1

EXHIBIT 13

FINANCIAL SECTION
- --------------------------------------------------------------------------------
Humana Inc.

18   Selected Financial Data

19   Management's Discussion and Analysis of Financial
Condition and Results of Operations

23   Consolidated Balance Sheet

24   Consolidated Statement of Operations

25   Consolidated Statement of Common
Stockholders' Equity

26   Consolidated Statement of Cash Flows

27   Notes to Consolidated Financial Statements

33   Report of Independent Accountants

34   Quarterly Financial Information (Unaudited)

35   Directors

36   Executive Management and Officers

37   Additional Information

17

2

SELECTED FINANCIAL DATA
- -----------------------------------------------------------------------------------------------------------------------------------
Humana Inc.

Dollars in millions except per share results
- -----------------------------------------------------------------------------------------------------------------------------------
December 31,                                  August 31,
-----------------             ------------------------------------------------
For the years ended                                  1993         1992             1992          1991          1990         1989
- -----------------------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
- -----------------------------------------------------------------------------------------------------------------------------------

Revenues:
Premiums:
Commercial                                     $1,709       $1,642           $1,576        $1,239        $  776       $  560
Medicare risk                                   1,296        1,112            1,073           898           653          486
Medicare supplement                               132          127              122            94            65           42
- -----------------------------------------------------------------------------------------------------------------------------------
Total premiums                                  3,137        2,881            2,771         2,231         1,494        1,088
Interest                                             48           36               37            36            31           28
Other income                                         10            4                3             2
- -----------------------------------------------------------------------------------------------------------------------------------
Total revenues                                  3,195        2,921            2,811         2,269         1,525        1,116

Income (loss) before income taxes                     143         (154)(a)         (164)(a)        14            (9)         (38)

Net income (loss)                                      89         (107)(a)         (114)(a)         9            (4)         (23)

Earnings (loss) per common share                      .56         (.68)(a)         (.72)(a)       .06          (.03)        (.15)

Net cash provided by (used in) operations             185

124              (57)           66           165           61

FINANCIAL POSITION
- -----------------------------------------------------------------------------------------------------------------------------------
Total assets                                       $1,731       $1,189           $1,011        $1,005        $  704       $  650

Cash, cash equivalents and
marketable securities                             1,134          614              431           486           411          328

Equity                                                889          376              367           407           216          269

OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------------
Medical loss ratio                                   83.8%        86.3%            86.0%         84.4%         86.1%        88.1%
Administrative cost ratio                            13.2%        14.1%            14.7%         16.1%         16.9%        17.9%
Membership:
Commercial                                    1,214,000    1,219,800        1,237,500     1,208,100       819,600      653,500
Medicare risk                                   270,800      266,300          262,300       249,900       193,400      147,000
Medicare supplement                             153,600      198,900          203,900       203,100       159,100      126,400
- -----------------------------------------------------------------------------------------------------------------------------------
Total membership                            1,638,400    1,685,000        1,703,700     1,661,100     1,172,100      926,900
- -----------------------------------------------------------------------------------------------------------------------------------

(a) Includes $171 million ($118 million or $.75 per share, net of tax) of 
charges related to restructuring and unusual charges.

18

3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------
Humana Inc.

The selected financial data of the Company in this Annual Report sets
forth certain information with respect to the Company's financial position,
results of operations and cash flows and should be read in conjunction with the
following discussion and analysis.

INTRODUCTION
- ------------------------------------------------------------------------------

On March 1, 1993, Humana Inc. ("Humana" or 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
Humana Inc. legal entity continues to operate the health plan business. Because
of the relative significance of the acute-care hospital business to Humana
prior to the Spinoff, the Spinoff was recorded as a discontinuance of the
health plan business in the historical consolidated financial statements of
pre-Spinoff Humana. For this reason, the historical consolidated financial
statements of pre-Spinoff Humana became the historical consolidated financial
statements of Galen. The financial information contained herein for periods
prior to the Spinoff represents the financial information of what had
historically been the health plan business of Humana and does not correspond
with or represent the historical financial information of Humana.  
In conjunction with the Spinoff, the Company changed its fiscal year
end from August 31 to December 31. This action was taken because, among other
reasons, the Company and its subsidiaries are subject to regulations which
require the periodic reporting of financial information on a calendar year
basis and because many of the contracts between the Company and its customers
are on a calendar year basis.  For purposes of comparability, the following
discussion of "Results of Operations" compares the year ended December 31,
1993, to the twelve months ended December 31, 1992 (the "year ended December
31, 1992"), and the year ended August 31, 1992, to the year ended August 31,
1991.  
The Company offers managed health care products which integrate
financing and management with the delivery of health care services through a
network of providers who share financial risk or who have incentives to deliver
cost-effective medical services.  These products are marketed primarily through
health maintenance organizations ("HMOs") and preferred provider organizations
("PPOs").
Humana's HMO and PPO products are primarily marketed to employer and
other groups ("Commercial") and Medicare-eligible individuals.  The products
marketed to Medicare-eligible individuals are either HMO products that provide
health care services which include all Medicare benefits and, in certain
circumstances, additional health care services that are not included in
Medicare benefits ("Medicare risk") or indemnity insurance policies that
supplement Medicare benefits ("Medicare supplement").

COMPARISON OF RESULTS OF OPERATIONS
- ------------------------------------------------------------------------------

Years Ended December 31, 1993 and 1992

In order to enhance comparability, the following discussion comparing
the year ended December 31, 1993, to the year ended December 31, 1992, excludes
the impact of the $171 million in restructuring and unusual charges recorded in
August 1992. With respect to these charges, $77 million was used to write-down
assets, and $42 million was used to pay restructuring and unusual costs.  The
remaining $52 million, primarily related to contract disputes, product
discontinuances and market closures, is expected to be resolved within two to
three years.  The asset write-downs discussed above had the effect of reducing
depreciation and amortization expense by $5 million for the year ended December
31, 1993.  Management regularly evaluates the continued reasonableness of the
charges discussed above, and to the extent adjustments are necessary, earnings
are charged or credited in the current period.  
The Company's premium revenues increased 9% to $3.1 billion for the
year ended December 31, 1993, compared to $2.9 billion for the year ended
December 31, 1992, due to Commercial product premium rate increases of 7% and
Medicare risk product premium rate increases of 14%.  Commercial and Medicare
risk product premium increases during 1994 are projected to range between 3%
and 4%.  The impact of the 1993 premium rate increases on premium revenues was
partially offset by the membership reductions discussed below.  Membership data
for the respective periods follows:

- ------------------------------------------------------------------------------
Amounts in thousands                                    1993             1992
- ------------------------------------------------------------------------------

Beginning membership                                 1,685.0          1,673.7
Sales                                                267.9            280.8
Acquisitions (divestitures)                           (6.4)            79.9
Cancellations                                       (308.1)          (349.4)
- ------------------------------------------------------------------------------
Ending membership                                    1,638.4          1,685.0
- ------------------------------------------------------------------------------
Average membership                                   1,637.9          1,699.4
- ------------------------------------------------------------------------------

19

4

Membership declined 3% during the year ended December 31, 1993,
primarily due to a decline in Medicare supplement product membership.  This
decline was the result of management's decision to increase Medicare supplement
product premium rates effective January 1, 1993, to more closely approximate
competitive levels.  Commercial product membership increased during the third
and fourth quarters of 1993 as medical cost improvements allowed the Company to
be more competitive in its pricing.  The increase in Commercial product
membership in the last six months of 1993 offsets the decline in Commercial
product enrollment during the first six months of 1993.  The decline resulted
primarily from the Company's pricing policy which attempted to maintain
operating margins during a period when the Company's cost structure was high. 
Medicare risk membership levels remained relatively constant during 1993.  
The medical loss ratio for the year ended December 31, 1993, was 83.8%
compared to 86.3% for the year ended December 31, 1992.  Principal factors
contributing to the improvement in the medical loss ratio included Medicare
product premium rate increases, improved hospital utilization and favorable
other medical services costs experience in the Commercial and Medicare risk
products.  Because 1994 premium rate increases are projected to range from 3%
to 4%, additional improvements in hospital and other medical services costs are
necessary to achieve further reductions in the medical loss ratio.
The administrative cost ratio was 13.2% and 14.1% for the years ended
December 31, 1993 and 1992, respectively.  The improvement in the
administrative cost ratio is attributable to the impact of 1992 work force
reductions and an emphasis by management in controlling administrative costs.
Interest income totaled $48 million for the year ended December 31,
1993, compared to $36 million for the year ended December 31, 1992.  The
increase in interest income is attributable to interest being earned on notes
receivable and cash payments from Galen received in connection with the
Spinoff.  The notes were repaid in September 1993.  Tax equivalent yield on
invested assets approximated 6% and 8% for the years ended December 31, 1993
and 1992, respectively.  Tax equivalent yield is the rate earned on invested
assets, excluding unrealized gains and losses, adjusted for the benefit of
nontaxable investment income.  
The Company's income before income taxes totaled $143 million for the
year ended December 31, 1993, compared to income of $17 million (excluding the
impact of the previously mentioned restructuring and unusual charges) for the
year ended December 31, 1992.

Years Ended August 31, 1992 and 1991

In order to enhance comparability, the following discussion comparing
the year ended August 31, 1992, to the year ended August 31, 1991, excludes the 
impact of the $171 million in restructuring and unusual charges recorded in 
August 1992.
The Company's premium revenues increased 24% to $2.8 billion for the year 
ended August 31, 1992, compared to $2.2 billion for the year ended
August 31, 1991, due to the effect of acquisitions as well as Commercial
product premium rate increases of 11% and Medicare risk product premium rate
increases of 5%. Membership data for the respective periods follows:

- --------------------------------------------------------------------------------
Amounts in thousands             1992                                 1991
- --------------------------------------------------------------------------------

Beginning membership          1,661.1                              1,172.1   
Sales                        292.8                                364.1   
Acquisitions                  61.4                                339.1   
Cancellations               (311.6)                              (214.2)  
- --------------------------------------------------------------------------------
Ending membership             1,703.7                              1,661.1   
- --------------------------------------------------------------------------------
Average membership            1,690.6                              1,479.1    
- --------------------------------------------------------------------------------

Excluding acquisitions, enrollment declined slightly during the year ended
August 31, 1992, due primarily to management's decision to continue pricing its
products at levels which attempted to maintain operating margins. Management
also believes that enrollment was adversely affected by the economic recession
during this period.
In August 1992, the Company recorded restructuring and unusual charges
amounting to $171 million primarily in connection with the board of directors'
decision to effect the Spinoff.  Included in these restructuring and unusual
charges were write-downs of $77 million related to the impairment of
operational and administrative assets, $79 million primarily related to
contract disputes, product discontinuances and anticipated market closures, and
$15 million related to costs associated with the Spinoff from Galen.
The medical loss ratio for the year ended August 31, 1992, was 86.0% compared
to 84.4% for the year ended August 31, 1991.  The deterioration in the medical
loss ratio resulted primarily from increased utilization of hospital and other
medical services costs in the Medicare risk product.
The administrative cost ratio was 14.7% and 16.1% for the years ended August
31, 1992, and August 31, 1991, respectively.  The improvement in the
administrative cost ratio was primarily a result of the increase in premium
revenues during these periods.
Interest income totaled $37 million for the year ended August 31, 1992,
compared to $36 million for the year ended August 31, 1991.  The tax equivalent
yield on invested assets approximated 8% in 1992 and 9% in 1991.
Excluding restructuring and unusual charges, the Company's income before 
income taxes totaled $7 million for the year ended August 31, 1992,
compared to $14 million for the year ended August 31, 1991.

20

5

LIQUIDITY
- --------------------------------------------------------------------------------

Net cash provided by operations for the year ended December 31, 1993,
totaled $185 million compared to $124 million for the year ended December 31,
1992.  The improvement in 1993 operating cash flows is a result of increased
net income, improved premiums receivable collections, and the timing of
payments for medical costs and other expenses.  In addition, net cash provided
by operations for the year ended December 31, 1992, was reduced due to a
payment to the Internal Revenue Service (the "IRS") of taxes and interest
totaling $91 million of disputed amounts for fiscal years 1988 and 1989,
primarily related to the current deductibility of medical costs payable.
For the year ended August 31, 1992, net cash used by operations totaled $57
million compared to cash provided by operations of $66 million for the year
ended August 31, 1991.  The decline resulted primarily from the timing of the
receipt of Medicare risk premiums, changes in other operating assets and
liabilities and the payment to the IRS.
The Company's current assets exceeded current liabilities by $231 million at
December 31, 1993. At December 31, 1992, the Company's current liabilities
exceeded current assets by $245 million. The increase in working capital
resulted, in part, from the $383 million in cash contributions from Galen and
the improvement in operating cash flows described above. In addition, a portion
of the increase is due to management's re-evaluation of the balance sheet
classification of marketable securities. At December 31, 1993, the Company
reclassified its marketable securities in conjunction with the implementation
of Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities." Marketable securities are now
classified based upon management's intent regarding the ultimate use of these
securities. Marketable equity and debt securities available for current
operations are classified in the balance sheet as current assets while
securities held for non-current uses, such as, acquisitions, capital spending
and funding of professional liability risks are classified as long-term assets.
Prior to December 31, 1993, marketable securities were classified in the
balance sheet based upon their contractual maturity.
Management believes that existing working capital and cash flows from
operations will be sufficient to meet future liquidity needs.
The Company's subsidiaries operate in states which require certain levels of
equity and regulate the payment of dividends to the parent company.  As a
result, the Company's ability to use operating subsidiaries' cash flows is
restricted to the extent that the subsidiaries' ability to pay dividends to its
parent company requires regulatory approval.  At December 31, 1993, the Company
had approximately $247 million of unrestricted cash, cash equivalents and
marketable securities.

CAPITAL RESOURCES
- --------------------------------------------------------------------------------

The Company's ongoing capital expenditures relate primarily to medical care
facilities used by either employed or affiliated physicians as well as
administrative facilities and related computer information systems necessary
for activities such as claims processing, billing and collections, medical
utilization review and customer service.  Total capital expenditures amounted
to $28 million, $34 million, $47 million and $107 million for the years ended
December 31 , 1993, December 31, 1992, August 31, 1992, and August 31, 1991,
respectively.
Excluding acquisitions, planned capital spending in 1994 will approximate $40
to $45 million, most of which will relate to the expansion and improvement of
medical care facilities and equipment.  Management believes that its capital
spending program is adequate to expand, improve and equip its existing markets.
During the year ended December 31, 1992, the Company acquired three HMOs with
approximately 80,000 members for $38 million.  During the year ended August 31,
1991, the Company acquired three HMOs with approximately 339,000 members for
$60 million.  In addition, the Company acquired an HMO in Washington, D.C.,
with approximately 125,000 members for $55 million on February 28, 1994. The
Company may make acquisitions from time to time and is currently reviewing
various acquisition opportunities.
On January 12, 1994, the Company entered into a $200 million line of credit
with a group of banks which will be available, in addition to the Company's
$247 million of unrestricted cash, to pursue acquisition and expansion
opportunities.
The health care industry is changing and consolidating rapidly, providing
significant growth potential.  As a result, management intends to retain
operating cash flows and available cash for acquisition and expansion
opportunities and has no current plans to initiate the payment of dividends.

EFFECTS OF INFLATION AND CHANGING PRICES
- --------------------------------------------------------------------------------

The Company's operations are regulated by various state and federal 
government agencies.  Actuarially determined premium rate increases for
Commercial and Medicare supplement products generally must be approved by the
respective state insurance commissions, while increases in premiums for
Medicare risk products are determined by the Health Care Financing
Administration ("HCFA").  Medicare risk premiums approximated 41%, 39%, 39% and
40% of the Company's premium revenues for the years ended December 31, 1993,
December 31, 1992, August 31, 1992, and August 31, 1991, respectively. 
Effective January 1, 1994, the average rate of increase under the Medicare risk
contract was approximately 3%. Although annual increases have varied
significantly, increases have averaged approximately 7% over the last five
years, including the increase of January 1994.

21

6
Effective with the consummation of the Spinoff, the Company entered into
a three-year operating agreement with Galen whereby the Company will use the
services of Galen's hospitals guaranteeing certain minimum utilization levels.
The rate increases charged for such services are defined under the terms of the
agreement.  Commercial product rate increases for hospital services are limited
to the lesser of the increase in the hospital component of the U.S. Consumer
Price Index or the Company's Commercial product premium rate increases, less
one percent.  The Medicare risk product rate increases for hospital services
are equal to the percentage adjustment in HCFA's market specific hospital
payment rate to the Company. During the years ended December 31, 1993, December
31, 1992, August 31, 1992, and August 31, 1991, 16%, 18%, 18% and 20%,
respectively, of the Company's total medical costs were incurred in Galen
hospitals.

OTHER INFORMATION
- --------------------------------------------------------------------------------

The Company's Medicare risk contracts with the federal government are renewed
for a one-year term each December 31 unless terminated 90 days prior thereto.
The loss of these contracts or significant changes in the Medicare program,
including reductions in payments or increases in benefits without corresponding
increases in payments, would have a material adverse effect on the revenues,
profitability and business prospects of the Company.  
Congress is in the process of evaluating a number of legislative proposals 
that would effect major changes in the United States health care
system.  Among the proposals under consideration are government imposed cost
controls, measures to increase the availability of group health insurance
coverage to employees, and the creation of statewide health alliances that
would cover individuals and families not enrolled in large employer health
plans.  Legislative reform, if any, is not anticipated before the latter part
of 1994 and implementation of any reform package could take several additional
years.  In general, managed care is being considered as a means by which health
care costs may be reduced. Although management believes the Company is well
positioned to take advantage of the opportunities which will be afforded by
health care reform, it is not possible to predict the final form these
proposals will take or the affect these proposals may have on the Company.
In addition to federal reform, various states in which the Company operates
have implemented or are in the process of implementing changes in the delivery
of health care.  Again, it is not possible to predict the final form these
proposals will take or the effect these changes may have on the Company.
Resolution of various loss contingencies, including litigation pending 
against the Company in the ordinary course of business, is not expected to 
have a material adverse effect on its financial position or results of 
operations.
Net cash provided by operating activities in the accompanying consolidated
statement of cash flows for the four month period ended December 31, 1992,
includes the receipt of five Medicare risk premium payments.

22

7

CONSOLIDATED BALANCE SHEET
- ----------------------------------------------------------------------------------------------------------------------------------
Humana Inc.

Dollars in millions except per share amounts
- ----------------------------------------------------------------------------------------------------------------------------------
December 31,                                                            1993                                          1992        
- ----------------------------------------------------------------------------------------------------------------------------------
ASSETS                                                                                                                           

Current assets:                                                                                                                  
Cash and cash equivalents                                           $  372                                        $  233        
Marketable securities                                                  427                                            60          
Premiums receivable, less allowance for doubtful                                                                               
accounts of $17 in 1993 and $14 in 1992                               37                                            53          
Deferred income taxes                                                  129                                           120         
Other                                                                   37                                            22          
- ----------------------------------------------------------------------------------------------------------------------------------
Total current assets                                             1,002                                           488         
- ----------------------------------------------------------------------------------------------------------------------------------
Property and equipment, net                                              300                                           290         
Other assets:                                                                                                                    
Long-term marketable securities                                        335                                           321         
Cost in excess of net tangible assets acquired                          60                                            67          
Deferred income taxes                                                   16                                            10          
Other                                                                   18                                            13          
- ----------------------------------------------------------------------------------------------------------------------------------
Total other assets                                                 429                                           411         
- ----------------------------------------------------------------------------------------------------------------------------------
Total Assets                                                    $1,731                                        $1,189      
- ----------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                                                                                      

Current liabilities:                                                                                                             
Medical costs payable                                              $  448                                        $  400        
Trade accounts payable and accrued expenses                           154                                           186         
Unearned premium revenues                                             110                                           102         
Income taxes payable                                                   59                                            45          
- ----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities                                          771                                           733         
Long-term obligations                                                     71                                            80          
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                  842                                           813         
- ----------------------------------------------------------------------------------------------------------------------------------
Contingencies                                                                                                                    
Common stockholders' equity:                                                                                                     
Equity funding                                                                                                      376         
Common stock, $.16 2/3 par; authorized 300,000,000 shares;                                                                    
issued and outstanding 160,343,788 shares - December 31, 1993        27                                                   
Capital in excess of par value                                        785                                               
Retained earnings                                                      73                                                
Net unrealized investment gains                                         4                                                 
- ----------------------------------------------------------------------------------------------------------------------------------
Total common stockholders' equity                                     889                                           376 
- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND COMMON STOCKHOLDERS' EQUITY                     $1,731                                        $1,189
- ----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated financial
statements.

23

8

CONSOLIDATED STATEMENT OF OPERATIONS
- ---------------------------------------------------------------------------------------------------------
Humana Inc.

Dollars in millions except per share results
- ---------------------------------------------------------------------------------------------------------
Four                                     
Years Ended          Months Ended         Years Ended    
December 31,         December 31,          August 31,     
- ---------------------------------------------------------------------------------------------------------
1993          1992           1992          1992         1991
- ---------------------------------------------------------------------------------------------------------

Revenues:
Premiums                                $3,137        $2,881         $  976        $2,771       $2,231   
Interest                                    48            36             12            37           36       
Other                                       10             4              2             3            2    
- ---------------------------------------------------------------------------------------------------------
Total revenues                         3,195         2,921            990         2,811        2,269    
- ---------------------------------------------------------------------------------------------------------
Operating expenses:                                                                  
Medical costs                            2,630         2,485            837         2,383        1,885    
Selling, general and administrative        368           355            119           357          321
Depreciation and amortization               47            52             17            52           38
Restructuring and unusual charges                        171                          171
- ---------------------------------------------------------------------------------------------------------
Total operating expenses               3,045         3,063            973         2,963        2,244
- ---------------------------------------------------------------------------------------------------------
Income (loss) from operations                150          (142)            17          (152)          25

Interest expense                               7            12              2            12           11
- ---------------------------------------------------------------------------------------------------------
Income (loss) before income taxes            143          (154)            15          (164)          14

Provision (benefit) for income taxes          54           (47)             6           (50)           5
- ---------------------------------------------------------------------------------------------------------
Net income (loss)                         $   89        $ (107)         $   9       $  (114)      $    9
- ---------------------------------------------------------------------------------------------------------
Earnings (loss) per common share          $  .56        $ (.68)         $ .06       $  (.72)      $  .06
- ---------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated financial
statements.

24

9

CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY
- -----------------------------------------------------------------------------------------------------------------------------------
Humana Inc.

In millions
- -----------------------------------------------------------------------------------------------------------------------------------
Capital in                Net Unrealized
Common Stock    Excess of      Retained     Investment   Equity    Total
Shares  Amount   Par Value      Earnings      Gains      Funding   Equity
- -----------------------------------------------------------------------------------------------------------------------------------

Balance, September 1, 1990                                                                                     $ 216    $ 216     

Net income                                                                                                      9        9 

Equity funding from Galen                                                                                     176      176      

Other                                                                                                           6        6   
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1991                                                                                         407      407      

Net loss                                                                                                     (114)    (114)    

Equity funding from Galen                                                                                      74       74      
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, August 31, 1992                                                                                         367      367      

Net income                                                                                                      9        9  
- -----------------------------------------------------------------------------------------------------------------------------------

Balance, December 31, 1992                                                                                       376      376      

Net income                                                                        $ 73                         16       89       

Capital contributions from Galen                                     $160                                              160      

Cash received from Galen in                                                                                                      
satisfaction of Notes                                              248                                              248      

Spinoff capitalization                            159     $ 26        366                                    (392)             

Other                                               1        1         11                        $ 4                    16       
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993                           160     $ 27       $785         $ 73           $ 4                 $ 889     
- -----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of the consolidated financial
statements.

25

10

CONSOLIDATED STATEMENT OF CASH FLOWS
- -----------------------------------------------------------------------------------------------------------------------
Humana Inc.                                                                                       

Dollars in millions                                                                               
- -----------------------------------------------------------------------------------------------------------------------
Four                                  
Years Ended         Months Ended        Years Ended            
December 31,        December 31,         August 31,    
- -----------------------------------------------------------------------------------------------------------------------         
1993     1992            1992           1992      1991  
- -----------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:                                                             

Net income (loss)                                              $  89    $(107)           $  9          $(114)     $  9
Adjustments to reconcile net income (loss)                                                        
to net cash provided by (used in) operating activities:                                         
Restructuring and unusual charges                                     171                            171                   
Depreciation and amortization                                 47       52              17             52        38       
Deferred income taxes                                        (13)    (126)             (1)          (126)       (4)      
Changes in operating assets and liabilities:                                                                           
Premiums receivable                                       16        1             (17)            (4)      (15)      
Other current assets                                     (16)       1              (2)             6        (5)      
Medical costs payable                                     58       41              29              3        (6)      
Trade accounts payable and accrued expenses              (27)      56              47             18         9        
Unearned premium revenues                                  8       14             102            (83)       19        
Income taxes payable                                       9       19               6             16        19      
Other                                                        14        2              (1)             4         2     
- -----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities      185      124             189            (57)       66           
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                             

Acquisition of health plan assets                              (5)     (43)             (1)           (42)     (60)      
Purchase of property and equipment                            (28)     (34)            (10)           (47)    (107)     
Disposition of property and equipment                           8        7               8              2        2         
Change in marketable securities                              (368)     (21)            (20)            (7)     (86)      
Other                                                         (23)                       2             (4)      (4)         
- -----------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                   (416)     (91)            (21)           (98)    (255)
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                             

Capital contributions from Galen                              383       72                             74      176  
Other                                                         (13)      (9)             (4)            (4)      (3)
- -----------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities      370       63              (4)            70      173
- -----------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                 139       96             164            (85)     (16) 
Cash and cash equivalents at beginning of period                 233      137              69            154      170 
- -----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period                      $372    $ 233            $233          $  69     $154
- -----------------------------------------------------------------------------------------------------------------------

Interest payments                                               $  1    $  25                          $  27              
Income tax payments (refunds), net                                58       58            $  1             55     $(23)  

The accompanying notes are an integral part of the consolidated financial
statements.

26

11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
Humana Inc.

1. REPORTING ENTITY

Basis of Presentation

On March 1, 1993, Humana Inc. ("Humana" or 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 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 Humana Inc. legal entity continues to operate the health plan
business.  Because of the relative significance of the acute-care hospital
business to Humana prior to the Spinoff, the Spinoff was recorded as a
discontinuance of the health plan business in the historical consolidated
financial statements of pre-Spinoff Humana.  For this reason, the historical
consolidated financial statements of pre-Spinoff Humana became the historical
consolidated financial statements of Galen.  The consolidated financial
statements contained herein are the separate financial statements of what had
historically been the health plan business of Humana and do not correspond with
or represent the historical consolidated financial statements of Humana.
In conjunction with the Spinoff, the Company changed its fiscal year end
from August 31 to December 31.  This action was taken because, among other
reasons, the Company and its subsidiaries are subject to regulations which
require the periodic reporting of financial information on a calendar year
basis and because many of the contracts between the Company and its customers
are on a calendar year basis.
For the fiscal years ended August 31, 1992, and prior, certain allocations
and estimates have been made by management in the accompanying consolidated
financial statements to present the results of operations of the Company as a
separate entity.  The operating results of the Company for the years ended
August 31, 1992, and prior, include corporate costs and net interest expense
which were not previously allocated between the Company and Galen.  Corporate
costs include shared administrative costs such as management information
systems, financing, recruiting, personnel development, accounting, legal
advice, public relations, marketing, insurance, purchasing, and risk and
quality management.  Total costs allocated to the Company were $94 million and
$85 million for the years ended August 31, 1992 and 1991, respectively.  Net
interest expense amounting to $12 million and $11 million for the years ended 
August 31, 1992 and 1991, respectively, has also been allocated to the Company 
and relates primarily to disputed income tax issues in connection with current 
deductibility of medical costs payable.  (See Note 5)

Organization and Operations

The Company operates health maintenance organizations ("HMOs") and preferred
provider organizations ("PPOs") which provide managed care services to
commercial customer groups and individuals eligible for the Medicare Program
under contractual agreements between the Company and the Health Care Financing
Administration.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include all subsidiaries of the
Company.  All significant intercompany accounts and transactions have been
eliminated.

Cash and Cash Equivalents

Cash and cash equivalents include cash, money market funds, commercial paper
and certain U.S. Government securities with an original maturity of three
months or less.

Marketable Securities

The Company adopted Statement of Financial Accounting Standards No. 115
("SFAS No.115"), "Accounting for Certain Investments in Debt and Equity
Securities," effective December 31, 1993. The adoption of SFAS No. 115 resulted
in an increase in stockholders' equity of $4 million. The consolidated balance
sheet at December 31, 1992, was not restated to give effect to the adoption of
this statement.
At December 31, 1993, marketable equity and debt securities have been
categorized as available for sale and as a result are stated at fair value.
Marketable equity and debt securities available for current operations are
classified in the balance sheet as current assets while securities held for
non-current uses, such as acquisitions, capital spending and funding of
professional liability risks are classified as long-term assets. Unrealized
holding gains and losses are included as a component of stockholders' equity
until realized. At December 31, 1992, marketable equity securities were stated
at the lower of aggregate cost or market, while marketable debt securities were
carried at amortized cost which approximated market.

27

12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

Premium Revenue Recognition

Premium revenues are reported as revenues in the period in which members are
entitled to receive managed care services. Premiums received prior to such
period are recorded as unearned premium revenues.

Property and Equipment

Property and equipment is carried at cost and is comprised of the following
at December 31, 1993 and 1992:

- -------------------------------------------------------------------------------------
Dollars in millions                    1993                                  1992
- -------------------------------------------------------------------------------------

Land                                  $  25                                 $  23    
Buildings                               224                                   193    
Equipment                               248                                   218    
- -------------------------------------------------------------------------------------
497                                   434    
Accumulated depreciation               (197)                                 (144)   
- -------------------------------------------------------------------------------------
$ 300                                 $ 290    
- -------------------------------------------------------------------------------------

Depreciation is computed using the straight-line method over estimated useful
lives generally ranging from three to 25 years.  Depreciation expense was $35
million, $34 million, $34 million and $22 million for the years ended December
31, 1993, December 31, 1992, August 31, 1992, and August 31, 1991, and $12
million for the four months ended December 31, 1992.

Cost in Excess of Net Tangible Assets Acquired

Cost in excess of net tangible assets acquired represents the unamortized
excess of the cost over the fair value of net tangible assets acquired, which
is amortized on a straight-line basis over periods of expected benefit, which
generally have been seven to 14 years.  Accumulated amortization totaled $30
million and $59 million, as of December 31, 1993 and 1992, respectively.

Medical Costs

Medical costs include claim payments and estimates of future payments to be
made for medical claims incurred prior to the balance sheet date.  Estimates of
future payments relating to services incurred in current and prior periods are
continually reviewed by management, and to the extent necessary, adjustments
are reflected in current operations.  In addition to medical claims, the
Company pays physician salaries and capitation costs.  Capitation costs
represent monthly prepaid fees paid to participating primary care physicians
and other medical specialists for the provision of medical care to the
Company's members.

Income Taxes

The provision for income taxes reflected in the consolidated financial
statements for the fiscal years ended August 31, 1992, and prior, represents
the Company's proportionate share of historical Humana's income tax expense
which approximates the expense which would have been recognized had the Company
and Galen filed separate tax returns.
The adoption by the Company, effective September 1, 1991, of the provisions
of Statement of Financial Accounting Standards No.  109, "Accounting for Income
Taxes," did not have a material impact on the financial position or results of
operations of the Company.

Common Stock

At the time of the Spinoff, the market value of common stock of historical
Humana was adjusted to give effect to the distribution to Humana stockholders
of all the outstanding common stock of Galen.  The market values of the Company
and Galen common stock on March 1, 1993, were $7 3/4 and $12 1/8, respectively.
(See Note 1)

At December 31, 1992, historical Humana had 158,855,196 shares of common
stock outstanding.

Common Stockholders' Equity

Equity of the Company, prior to the Spinoff, resulted from the cumulative
net income or loss of the health plan business as well as funding from Galen.
Therefore, pre-Spinoff equity is referred to as "Equity Funding" in the
accompanying consolidated balance sheet and consolidated statement of common
stockholders' equity.

Earnings per Common Share

A 3-for-2 stock split of Humana common stock was distributed in August 1991.
Retroactive recognition has been given to this split in the consolidated
financial statements and notes.
Earnings per common share are based upon the weighted average number of
Humana common shares outstanding.  Shares used in computing earnings per common
share were 159,283,680, 158,619,551, 158,490,279 and 157,359,253, for the years
ended December 31, 1993, December 31, 1992, August 31, 1992, and August 31,
1991, respectively and 158,777,886 for the four months ended December 31, 1992.

Reclassifications

Certain prior year amounts have been reclassified to conform to the 1993
financial statement presentation.

28

13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

3. RESTRUCTURING AND UNUSUAL CHARGES

In August 1992, the Company recorded restructuring and unusual charges
amounting to $171 million primarily in connection with the board of directors'
decision to effect the Spinoff.  Included in these restructuring and unusual
charges were write-downs of $77 million related to impairment of operational
and administrative assets, $79 million primarily related to contract disputes,
product discontinuances and anticipated market closures, and $15 million
related to costs associated with the Spinoff from Galen.
With respect to the these charges, $77 million was used to write-down assets
as described above, and $42 million was used to pay restructuring and unusual
costs.  The remaining $52 million, primarily related to contract disputes,
product discontinuances and market closures is expected to be resolved within
two to three years.  Management regularly evaluates the continued
reasonableness of these charges, and to the extent adjustments are necessary,
earnings are charged or credited in the current period.

4. INVESTMENTS

Marketable securities classified as current assets at December 31, 1993,
include the following:

- ----------------------------------------------------------------------------------   
Fair
Dollars in millions                       Value                       Cost
- ----------------------------------------------------------------------------------   

U.S. Government securities                $  21                      $  20    
Tax exempt municipal bonds                  394                        391      
Corporate bonds                              10                         10       
Other                                         2                          2        
- ----------------------------------------------------------------------------------   
$ 427                      $ 423     
- ----------------------------------------------------------------------------------   

Marketable securities classified as long-term assets at December 31, 1993,
include the following:

- ----------------------------------------------------------------------------------   
Fair
Dollars in millions                       Value                       Cost
- ----------------------------------------------------------------------------------   

U.S. Government securities                $  29                      $  29
Tax exempt municipal bonds                  158                        158               
Marketable equity securities                105                        103  
Collateralized mortgage obligations          11                         11  
Other                                        32                         31  
- ----------------------------------------------------------------------------------   
$ 335                      $ 332
- ----------------------------------------------------------------------------------   

The contractual maturities of debt securities available for sale at December
31, 1993, regardless of their balance sheet classification, follows:

- ----------------------------------------------------------------------------------   
Fair
Dollars in millions                       Value                       Cost
- ----------------------------------------------------------------------------------   

Due within one year                       $ 125                      $ 124
Due after one year through five years       222                        220   
Due after five years through 10 years        91                         91   
Due after 10 years                            9                          8   
Not due at a single maturity date           210                        209   
- ----------------------------------------------------------------------------------   
$ 657                      $ 652    
- ----------------------------------------------------------------------------------   

Gross unrealized holding gains and losses at December 31, 1993, were $10
million and $3 million, respectively. Proceeds and gross realized gains from
the sale of securities classified as available for sale for the year ended
December 31, 1993, were $116 million and $1 million, respectively. For the
purpose of determining gross realized gains and losses, the cost of securities
sold is based upon specific identification.

Marketable securities at December 31, 1992, include the following:

- ----------------------------------------------------------------------------------   
Fair
Dollars in millions                        Cost                      Value
- ----------------------------------------------------------------------------------   

U.S. Government securities                 $ 24                       $ 25
Tax exempt municipal bonds                   22                         22
Other                                        14                         14
- ----------------------------------------------------------------------------------   
$ 60                       $ 61
- ----------------------------------------------------------------------------------   

Long-term marketable securities at December 31, 1992, include the following:

- ----------------------------------------------------------------------------------   
Fair
Dollars in millions                        Cost                      Value
- ----------------------------------------------------------------------------------   

U.S. Government securities                $  26                      $  26     
Tax exempt municipal bonds                  210                        212     
Marketable equity securities                 28                         28     
Collateralized mortgage obligations          22                         23     
Other                                        35                         36     
- ----------------------------------------------------------------------------------   
$ 321                      $ 325
- ----------------------------------------------------------------------------------   

29

14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

5. INCOME TAXES

The provision for income taxes consists of the following:

Four                     
Years Ended       Months Ended    Years Ended  
December 31,      December 31,     August 31,  
- ------------------------------------------------------------------------------------------------------------
Dollars in millions                                         1993     1992          1992       1992    1991 
- ------------------------------------------------------------------------------------------------------------

Current provision (benefit):                                                                                
Federal                                                   $ 57    $  80           $ 6      $  78    $ 10  
State                                                        6       (1)            1         (2)     (1) 
- ------------------------------------------------------------------------------------------------------------
63       79             7         76       9  
Deferred provision (benefit):                                                                               
Federal                                                     (8)    (138)           (1)      (138)     (3) 
State                                                       (1)      12                       12      (1) 
- ------------------------------------------------------------------------------------------------------------
(9)    (126)           (1)      (126)     (4) 
- ------------------------------------------------------------------------------------------------------------
$ 54    $ (47)          $ 6      $ (50)   $  5  
- ------------------------------------------------------------------------------------------------------------

The income tax provision (benefit) was different from the amount computed
using the federal statutory income tax rate due to the following:

Four
Years Ended        Months Ended    Years Ended
December 31,       December 31,     August 31,
- ------------------------------------------------------------------------------------------------------------
Dollars in millions                                         1993     1992          1992       1992    1991
- ------------------------------------------------------------------------------------------------------------

Income tax provision (benefit) at federal statutory rate    $ 50    $ (52)          $ 5      $ (56)   $  5
State income taxes, net of federal benefit                     4       (4)            1         (4)      1
Tax exempt investment income                                  (7)      (4)           (1)        (4)     (4)
Amortization                                                   4       18             2         19       8
Other items, net                                               3       (5)           (1)        (5)     (5)
- -----------------------------------------------------------------------------------------------------------
$ 54    $ (47)           $ 6      $ (50)   $  5
- -----------------------------------------------------------------------------------------------------------

Cumulative temporary differences which give rise to deferred tax assets and 
liabilities at December 31, 1993 and 1992, were as follows:

- ------------------------------------------------------------------------------------------------------------
Assets                     Assets
(Liabilities)              (Liabilities)
Dollars in millions                                                  1993                       1992
- ------------------------------------------------------------------------------------------------------------

Medical costs payable                                                $112                       $ 86     
Depreciation                                                          (19)                       (18)    
Deferred compensation                                                   7                          4      
Accrued interest                                                        6                          4      
Doubtful accounts                                                       7                          7      
Restructuring and unusual charges                                      17                         27      
Other                                                                  15                         20      
- ------------------------------------------------------------------------------------------------------------
$145                       $130 
- ------------------------------------------------------------------------------------------------------------

Management believes that the deferred tax assets will ultimately be realized
based primarily on the existence of sufficient taxable income within the
allowable carryback periods.  
During 1992, the Company paid the IRS $91 million, including interest,
of disputed amounts for fiscal years 1988 and 1989, primarily related to the
current deductibility of medical costs payable. The Company is currently
pursuing a favorable resolution of this issue.  
At December 31, 1993, the Company had net operating loss carryforwards
of approximately $32 million related to a 1992 acquisition.  These loss
carryforwards, if unused to offset future taxable income of the acquired
subsidiary, will expire in the years 2000 through 2007.

30

15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

6. PROFESSIONAL LIABILITY RISKS

The Company insures substantially all professional liability risks through a
wholly-owned subsidiary (the "Captive Subsidiary") which was incorporated in
January 1993.  Prior to the formation of the Captive Subsidiary, professional
liability risks were insured by a subsidiary of Galen.  In connection with the
Spinoff, the Captive Subsidiary and the Galen subsidiary effected a loss
portfolio reinsurance agreement (the "Reinsurance Agreement") whereby the
Captive Subsidiary indemnified the Galen subsidiary, subject to aggregate
limits, against all liabilities incurred by the Galen subsidiary related to
professional liability risks of the Company prior to September 1, 1993.  As a
result of the Captive Subsidiary entering into the Reinsurance Agreement, all
Company professional liability risks recorded on the financial statements of
the Galen subsidiary were transferred to the Captive Subsidiary in February
1993.  Provisions for such risks, including expenses incident to claim
settlements, were $13 million, $12 million, $11 million and $8 million for the
years ended December 31, 1993, December 31, 1992, August 31, 1992, and August
31, 1991, respectively, and $4 million for the four months ended December 31,
1992.
The Captive Subsidiary reinsures levels of coverage for losses in excess of
its retained limits with unrelated insurance carriers.
Allowance for professional liability risks and the equivalent amounts of
marketable securities related to the funding thereof included in the
accompanying consolidated balance sheet were $50 million at December 31, 1993.

7. LONG-TERM OBLIGATIONS

Long-term obligations at December 31, 1993 and 1992, include a note payable
of $2 million and $20 million to the State of Florida Department of Insurance
(the "Department") related to the 1987 acquisition of a health plan which was
being held in receivership by the Department at the time it was acquired by the
Company.  Other long-term obligations include professional liability risks and
capital lease obligations.
In connection with the Spinoff, Galen assumed substantially all of
historical Humana's long-term debt outstanding at the time of the Spinoff;
however, the Company remains contingently liable as guarantor for approximately
$55 million of this debt.
On January 12, 1994, the Company entered into an unsecured credit agreement
with a group of banks which provides for a $200 million revolving line of
credit (the "Credit Agreement") expiring January 12, 1997.  Principal amounts
outstanding under the Credit Agreement will bear interest, depending on average
borrowings over a six-month period, at rates ranging from LIBOR plus 32.5 
basis points to LIBOR plus 57.5 basis points.  The Credit Agreement contains 
customary events of default and covenant terms.

8. COMMON STOCKHOLDERS' EQUITY

For accounting purposes, the historical equity of the Company at the time of
the Spinoff consisted of the cumulative net income or loss, as well as the net
assets contributed by Galen. In connection with the Spinoff, Galen contributed
$135 million of cash and a hospital with a book value of $25 million to the
Company.  Also in connection with the Spinoff, certain subsidiaries of Galen
issued promissory notes (the "Notes") to the Company.  Under the terms of the
Notes, the full principal amount of $250 million became due upon certain
"change of control" transactions.  As a result of the Columbia acquisition of
Galen, the Company received $248 million in cash in full satisfaction of the
Notes.
The Company has plans under which options to purchase common stock have been
granted to officers, certain directors and key employees.  Options were granted
at not less than market price on the date of grant.  Exercise provisions vary,
but most options are exercisable in whole or in part beginning one to three
years after grant and ending 10 years after grant.
In connection with the Spinoff and Columbia transactions, each Humana
employee who held options in Humana prior to the Spinoff retained his options
to purchase Company stock and also received a like number of first Galen and
subsequently Columbia options for which the exercise price and number of
shares were adjusted based upon the terms of the Spinoff and acquisition
transactions. The percentages used to adjust the exercise price for the
Spinoff, which were based on the relative market values of the underlying
Company and Galen common stock for a specified period after the Spinoff, were
37.8% and 62.2%, respectively. In addition, each Galen and subsequently
Columbia employee maintained options to purchase Company shares at the adjusted
exercise price.  The Columbia options held by Humana employees and the Company
options held by Columbia employees expire on the earlier to occur of (a) two
years from the date of the Spinoff or (b) the expiration of the exercise period
of the original option.
The following shares of common stock of the Company, including 7,000,000
shares representing increases in the number of authorized shares under the
Company's stock option plan subject to stockholder approval, were reserved on a
pro-forma basis at December 31, 1993:

- -------------------------------------------------------------------------------
Shares
- -------------------------------------------------------------------------------

Stock option plans                                          12,211,459
Thrift and retirement plans                                  5,059,589
Other                                                        2,063,859
- -------------------------------------------------------------------------------
19,334,907
- -------------------------------------------------------------------------------

31

16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

The Company's option plan activity for the years ended December 31, 1993,
August 31, 1992, and August 31, 1991, and the four months ended December 31,
1992, are summarized below.  Included in the 1993 grant of 6,467,500 options are
3,837,000 options which were issued on a conditional basis, subject to
stockholder approval.

- --------------------------------------------------------------------------------
Shares              Option Price
Under                 Per Share
Option               (See Note 2)
- --------------------------------------------------------------------------------
Balance, August 31, 1990          4,563,303        $ 3.12   to     $12.12
Granted                           896,475          9.64   to      11.90
Exercised                      (2,067,397)         3.12   to       8.65
Cancelled or lapsed               (33,557)         4.32   to      11.01
- --------------------------------------------------------------------------------
Balance, August 31, 1991          3,358,824          3.88   to      12.12
Granted                           817,650          8.91   to      10.73
Exercised                        (659,288)         3.88   to      11.01
Cancelled or lapsed               (31,871)         4.32   to      11.01
- --------------------------------------------------------------------------------
Balance, August 31, 1992          3,485,315          4.32   to      12.12
Exercised                        (135,195)         4.32   to       6.87
Cancelled or lapsed                (6,300)               11.01
- --------------------------------------------------------------------------------
Balance, December 31, 1992        3,343,820          4.32   to      12.12
Granted                         6,467,500          6.56   to      14.44
Exercised                        (967,446)         4.32   to      11.01
Cancelled or lapsed              (324,139)         6.56   to      12.12
- --------------------------------------------------------------------------------
Balance, December 31, 1993        8,519,735        $ 4.32   to     $14.44
- --------------------------------------------------------------------------------

At December 31, 1993, options for 2,124,889 shares were exercisable. 
Shares of common stock available for future grants were 3,691,724, which
include 3,312,500 shares conditional upon stockholder approval to increase the
authorized shares under the Company's stock option plans.  
As a result of current and pending state regulatory requirements, the
Company must maintain various levels of equity in certain of its subsidiaries,
which limits the Company's ability to pay dividends.  At December 31, 1993,
$148 million of equity was restricted under these regulations.

9. CONTINGENCIES

During the ordinary course of business, the Company is subject to pending
and threatened legal actions.  In addition, for periods prior to the Spinoff,
the Company assumed liability for specified claims and continues to share risks
with Galen with respect to certain litigation and other contingencies, both
identified and unknown, existing at the time of the Spinoff.  Management of the
Company does not believe that any of these actions will have a material adverse
effect on its operations or financial position.
The Company's Medicare risk contracts with the federal government are
renewed for a one-year term each December 31 unless terminated 90 days prior
thereto.  The loss of these contracts or significant changes in the Medicare
risk program, including reductions in payments or increases in benefits without
corresponding increases in payments, would have a material adverse effect on
the revenues, profitability and business prospects of the Company.

32

17
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
- --------------------------------------------------------------------------------
Humana Inc.

10.  ACQUISITIONS

During the year ended December 31, 1992, the Company acquired three HMOs
with approximately 80,000 members for $38 million.  During the year ended
August 31, 1991, the Company acquired three HMOs with approximately 339,000
members for $60 million.
Each of the above acquisitions and certain other minor acquisitions were
accounted for by the purchase method.  The total cost in excess of net tangible
assets acquired for all acquisitions totaled approximately $50 million and is
being amortized over periods of expected benefit, which generally have been
seven to 14 years.
The results of operations associated with all the previously mentioned
acquisitions have been included in the accompanying consolidated statement of
operations since the date of the respective acquisitions.
The Company acquired an HMO in Washington, D.C., with approximately 125,000
members for $55 million on February 28, 1994.

11.  TRANSACTIONS WITH GALEN

The Company and Galen entered into various agreements in connection with the
Spinoff.  These agreements include a hospital services operating agreement,
liability and tax sharing agreements and various administrative services
agreements.  Total medical costs incurred by the Company for hospital services
provided by Galen amounted to $426 million, $444 million, $434 million and $368
million for the years ended December 31, 1993, December 31, 1992, August 31,
1992, and August 31, 1991, and $150 million for the four months ended December
31, 1992.  At December 31, 1993 and 1992, medical costs payable to Galen
totaled $50 million and $35 million, respectively.
Interest income on amounts due from Galen was $8 million, $12 million, $13
million and $10 million for the years ended December 31, 1993, December 31,
1992, August 31, 1992, and August 31, 1991, and $4 million for the four months
ended December 31, 1992.

REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Board of Directors and Stockholders
Humana Inc.

We have audited the accompanying consolidated balance sheet of Humana Inc. as
of December 31, 1993 and 1992, and the related statements of operations, common
stockholders' equity and cash flows for the years ended December 31, 1993,
December 31, 1992, August 31, 1992, and August 31, 1991, and for the four month
period ended December 31, 1992.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Humana Inc. as of
December 31, 1993 and 1992, and the consolidated results of operations and cash
flows for the years ended December 31, 1993, December 31, 1992, August 31,
1992, and August 31, 1991, and for the four month period ended December 31,
1992, in conformity with generally accepted accounting principles.

As discussed in Note 2 to the consolidated financial statements, Humana Inc.
adopted the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes," effective September 1, 1991, and the provisions
of Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," effective December 31, 1993.

COOPERS & LYBRAND
Louisville, Kentucky
January 31, 1994

33

18
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------
Humana Inc.

In conjunction with the Spinoff, the Company changed its fiscal year end
from August 31 to December 31.  This action was taken because, among other
reasons, the Company and its subsidiaries are subject to regulations that
require the periodic reporting of financial information on a calendar year
basis and because many of the contracts between the Company and its customers
are on a calendar year basis. The quarterly information represented below is on
the same basis as the Company's Form 10-Qs filed with the Securities and
Exchange Commission.

A summary of the Company's quarterly results of operations follows:

1993 (Calendar Year Basis)
- -----------------------------------------------------------------------------------------------------------------
Four Month
Transitional                          1993
Dollars in millions except per share results       Period Ended                         Quarter
- -----------------------------------------------------------------------------------------------------------------
December 31, 1992        First    Second     Third  Fourth
- -----------------------------------------------------------------------------------------------------------------

Revenues                                                $990               $798      $795      $796    $806
Income before income taxes                                15                 29        30        38      46
Net income                                                 9                 18        19        23      29
Earnings per common share                               $.06               $.11      $.12      $.15    $.18

1992 (Fiscal Year Basis) (a) (b)
- -----------------------------------------------------------------------------------------------------------------
1992
Dollars in millions except per share results                                             Quarter
- -----------------------------------------------------------------------------------------------------------------
First    Second      Third   Fourth
- -----------------------------------------------------------------------------------------------------------------

Revenues                                                                   $658      $693      $ 724    $ 736
Income (loss) before income taxes                                             3         9         (5)    (171)(c)
Net income (loss)                                                             2         5         (3)    (118)(c)
Earnings (loss) per common share                                           $.01      $.04      $(.02)   $(.75)(c)

(a)   For the fiscal year ended August 31, 1992.

(b)   Certain allocations and estimates have been made to present the quarterly
results of the Company. These allocations and estimates include certain
corporate expenses not allocated to the Company in prior years.  These
corporate expenses include shared administrative costs such as management
information systems, financing, recruiting, personnel development, 
accounting, legal advice, public relations, marketing, insurance, 
purchasing, and risk and quality management as well as net interest 
expense.

(c)   Includes $171 million ($118 million or $.75 per share, net of tax) of
restructuring and unusual charges.

34

19

DIRECTORS
- ----------------------------------------------------------------------------------------------------------------------------------
K. FRANK AUSTEN, M.D.                            MICHAEL E. GELLERT                            JOHN R. HALL                
Chairperson of the Department of                 General Partner, Windcrest Partners,          Chairman of the Board       
Rheumatology and Immunology,                     private investment partnership                and Chief Executive Officer,
Brigham and Women's Hospital,                                                                  Ashland Oil, Inc.           
and Professor of Medicine, 
Harvard Medical School

DAVID A. JONES                                   DAVID A. JONES, JR.                           IRWIN LERNER                    
Chairman of the Board and Chief                  Principal, Chrysalis Ventures, Inc.,          Retired Chairman of the Board   
Executive Officer, Humana Inc.                   venture capital firm                          and Executive Committee,        
Hoffmann-La Roche Inc.          

W. ANN REYNOLDS, PH.D.                           WAYNE T. SMITH                                    
Chancellor, City University of                   President and Chief Operating Officer, 
New York                                         Humana Inc.

EXECUTIVE COMMITTEE
- ----------------------------------------------------------------------------------------------------------------------------------
DAVID A. JONES                                   MICHAEL E. GELLERT                            WAYNE T. SMITH
Chairman

AUDIT COMMITTEE
- ----------------------------------------------------------------------------------------------------------------------------------
MICHAEL E. GELLERT                               K. FRANK AUSTEN, M.D.                         JOHN R. HALL
Chairman

IRWIN LERNER

COMPENSATION COMMITTEE
- ----------------------------------------------------------------------------------------------------------------------------------
K. FRANK AUSTEN, M.D.                            MICHAEL E. GELLERT                            IRWIN LERNER
Chairman                                                                                       

W. ANN REYNOLDS, PH.D.

INVESTMENT COMMITTEE
- ----------------------------------------------------------------------------------------------------------------------------------
W. ANN REYNOLDS, PH.D.                           MICHAEL E. GELLERT                            JOHN R. HALL
Chairwoman                                                                                     

DAVID A. JONES, JR.                           

NOMINATING COMMITTEE
- ----------------------------------------------------------------------------------------------------------------------------------
JOHN R. HALL                                     K. FRANK AUSTEN, M.D.                         DAVID A. JONES, JR.
Chairman

W. ANN REYNOLDS, PH.D.

35

20

EXECUTIVE MANAGEMENT
- -----------------------------------------------------------------------------------------------------------
DAVID A. JONES                                                      WAYNE T. SMITH
Chairman of the Board                                               President and
and Chief Executive Officer                                         Chief Operating Officer
- -----------------------------------------------------------------------------------------------------------
W. LARRY CASH                                                       KAREN A. COUGHLIN
Senior Vice President - Finance and Operations                      Senior Vice President - Region II

W. ROGER DRURY                                                      PHILIP B. GARMON
Chief Financial Officer                                             Senior Vice President - Region I

RONALD S. LANKFORD, M.D.
Senior Vice President - Medical Affairs

OFFICERS
- -----------------------------------------------------------------------------------------------------------
JOSE G. ABREU                                                       GEORGE G. BAUERNFEIND
Vice President - Medicare Sales                                     Vice President - Taxes

GEORGE E. BENNETT                                                   GLENN D. BOSSMEYER
Vice President - Sales                                              Vice President, Associate General Counsel
and Assistant Secretary

DOUGLAS R. CARLISLE                                                 JAMES W. DOUCETTE
Vice President                                                      Vice President - Investments and Treasurer

ROBERT A. HORRAR                                                    GAIL H. KNOPF                       
Vice President - Human Resources                                    Vice President - Information Systems

JERRY L. MCCLELLAN                                                  MARY M. MCKINNEY
Vice President - Financial Services                                 Vice President - Internal Audit

JAMES E. MURRAY                                                     WALTER E. NEELY
Vice President and Controller                                       Vice President, General Counsel and Secretary

WILLIAM P. SCHREIBER                                                THOMAS D. STROUD
Vice President - Information Systems                                Vice President - Sales and Marketing

DAVID W. WILLE
Vice President and Chief Actuary

36

21
ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

TRANSFER AGENTS                           CORPORATE HEADQUARTERS               
For change of address information:        Humana Inc.                          
The Humana Building                  
Bank of Louisville                        500 West Main Street                 
Security Transfer Department              P.O. Box 1438                        
P.O. Box 1497                             Louisville, Kentucky 40201-1438      
Louisville, Kentucky 40201                502/580-1000                         
800/925-0810                                    

Chemical Bank
New York, New York

FORM 10-K                                 ANNUAL MEETING 
Copies of Form 10-K filed with the        The Company's Annual Meeting of 
Securities and Exchange Commission        Stockholders will be held on Thursday,
may be obtained, without charge,          May 26,1994, in the Auditorium on the
by writing:                               25th floor of the Humana Building at 
10:00 a.m.

Investor Relations                              
Humana Inc.
P.O. Box 1438
Louisville, KY 40201-1438

STOCK LISTING
The Company's common stock trades on 
the New York Stock Exchange under the 
symbol HUM.  The following table shows 
the range of high and low sales prices 
as reported on the New York Stock 
Exchange Composite Tape beginning 
March 1, 1993, the date of the Spinoff 
of Galen from the Company.

1993                   High       Low
- ---------------------------------------
First Quarter         8 1/4      6 1/8
Second Quarter        12         6 5/8
Third Quarter         13 3/4     10 5/8
Fourth Quarter        18 5/8     12 5/8

37

1
Exhibit 21

SUBSIDIARY LIST

ALABAMA

1.     Humana Health Plan of Alabama, Inc.

ALASKA

1.     Humana Health Plan of Alaska, Inc.

ARKANSAS

1.     Humana Health Plan of Arkansas, Inc.

CALIFORNIA

1.     Humana Medical Plan of California, Inc.

DELAWARE

1.     Health Value Management, Inc.
2.     Humana Compensation Management Source, Inc.
3.     Humana Enterprises, Inc.
4.     Humana HealthChicago, Inc. - Doing Business As:
a.    HC Services (IL)
5.     Humana Inc. - Doing Business As:
a.    H.A.C. Inc.
6.     Humana Military Healthcare Services, Inc. - Doing Business As:
a.    Humana Military Health Services, Inc. (IL)
7.     Humrealty, Inc.
8.     Managed Prescription Services, Inc.
9.     MedBenefixx, Inc.

FLORIDA

1.     Humana Health Insurance Company of Florida, Inc.
2.     Humana Health Plan of Florida, Inc.
3.     Humana Medical Plan, Inc. - Doing Business As:
a.      Advanced Orthopaedics
b.      Apopka Health Care
c.      Atlantic Family Practice
d.      Casselberry Health Care
e.      Coastal Pediatrics
f.      Community Medical Associates
g.      Daytona Gastroenterology

1

2
h.       Deland Family Health Care
i.       Edgewood Health Care
j.       Flagler Family Practice
k.       Internal Medicine of Daytona Beach
l.       Palm Coast Family Health Care
m.       Professional Dermatology
n.       Rosemont Health Care
o.       South Broward Neurosurgical Associates
p.       Suncoast Medical Associates
q.       Water's Edge Medical Center

GEORGIA

1.     Humana Health Plan of Georgia, Inc.

ILLINOIS

1.     Humana HealthChicago Insurance Company

KANSAS

1.     Prime Health of Kansas, Inc.

KENTUCKY

1.     HMPK, Inc.
2.     HPLAN, Inc.
3.     Humana Broadway Corp.
4.     Humana Health Plan, Inc. - Doing Business As:
a.      Bluegrass Family Practice
b.      Central Kentucky Family Practice
c.      Franklin Medical Center
d.      Humana MedFirst
e.      Humana Michael Reese HMO Plan (IL & IN)
5.     Humana Insurance Agency, Inc.
6.     Humco, Inc. - Doing Business As:
a.      Eagle Creek Medical Plaza
b.      Humana Hospital - Lexington

LOUISIANA

1.     Humana Health Plan of Louisiana, Inc.

2

3
MARYLAND

1.      Humana Health Plan of Maryland, Inc.
2.      Randmark, Inc.

MICHIGAN

1.      Humana Health Plan of Michigan, Inc.

MISSOURI

1.      Humana Kansas City, Inc. - Doing Business As:
a.    Humana Prime Health Plan
2.      Humana Insurance Company - Doing Business As:
a.    Managed Prescription Services (MO)
b.    Managed Prescription Services, Inc. (NJ)
3.      Prime Health Management Services, Inc.
4.      Prime Benefits Systems, Inc.

NEVADA

1.      Humana Health Insurance of Nevada, Inc.

NORTH CAROLINA

1.      Humana Health Plan of North Carolina, Inc.

OHIO

1.      Humana Health Plan of Ohio, Inc.

PENNSYLVANIA

1.      Humana Health Plan of Pennsylvania, Inc.

TEXAS

1.      Humana Health Plan of Texas, Inc. - Doing Business As:

a.       Humana Health Plan of Corpus Christi
b.       Humana Health Plan of Dallas
c.       Humana Health Plan of Houston
d.       Humana Health Plan of San Antonio
e.       Humana Regional Service Center
f.       MedCentre Plaza Health Center
g.       Perrin Oaks Health Center
h.       Val Verde Health Center
i.       West Lakes Health Center

3

4
2.       Prescription Benefits, Inc.

UTAH

1.       Humana Health Plan of Utah, Inc.

VERMONT

1.       Managed Care Indemnity, Inc. - Doing Business As:
a.    Witherspoon Parking Garage (KY)

VIRGINIA

1.       Humana Group Health Plan, Inc.

WASHINGTON

1.       Humana Health Plan of Washington, Inc.

4

1

EXHIBIT 23

CONSENT OF COOPERS & LYBRAND

We consent to the incorporation by reference in the registration statements
of Humana Inc. on Form S-3 (Registration No. 33-30634 and No. 33-2216) and Form
S-8 (Registration No. 2-79239, No. 2-55349, No. 2-96154, No. 33-33072, No.
33-27801, No. 33-32209, No. 33-49305 and No. 33-52593), of our report dated
January 31, 1994, which includes an explanatory paragraph relating to a change
in the method of accounting for income taxes and certain investments in debt and
equity securities, on our audits of the consolidated financial statements and
financial statement schedules of Humana Inc. as of December 31, 1993 and 1992,
and for the years ended December 31, 1993, December 31, 1992, August 31, 1992,
and August 31, 1991, and for the four-month period ended December 31, 1992,
which report is included in this Annual Report on Form 10-K.

COOPERS & LYBRAND
Louisville, Kentucky
March 24, 1994