Exhibit
4.2


[FORM OF NOTE]


HUMANA INC.


6.450% Senior Notes due 2016


	
  

  	
  PRINCIPAL AMOUNT

  
	
  REGISTERED

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CUSIP No.: 444859 AV 4

  
	
  No.

  	
  ISIN No.: US444859AV47

  



 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF
THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR
IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”)
TO A NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE
COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


HUMANA INC., a Delaware corporation (the “Issuer” or
the “Company,” which terms include any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of
________________________ on June 1, 2016, and to pay interest thereon
(computed on the basis of a 360-day year of twelve 30-day months),
semi-annually in arrears on June 1 and December 1 (the “Interest
Payment Dates”) of each year, commencing on December 1, 2006, at the rate
per annum specified in the title of this Note from May 31, 2006 or the
most recent Interest Payment Date to which interest had been paid or duly
provided for.


The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will as provided in the Indenture be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on the May 15 or November 15
(the “Record Date”) immediately preceding such Interest Payment Date. Except as
provided herein, payment of the principal of (and premium, if any) and interest
on this Note will be made at the office or agency of the Company maintained by
the Company for such purpose, in the Borough of Manhattan, The City of New
York, which initially will be in the corporate trust 









 



office of The Bank of New
York Trust Company, N.A., the Trustee for this Note under the Indenture,
located at 101 Barclay Street, New York, New York 10286, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


Reference is hereby made to the further provisions of
this Note as set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


Unless the certificate of authentication hereon has
been executed by or on behalf of The Bank of New York Trust Company, N.A., the
Trustee for this Note under the Indenture, or its successor thereunder, by the
manual signature of one of its authorized officers, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.



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IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or in facsimile, and an imprint or
facsimile of its corporate seal to be imprinted hereon.


Dated:  May 31, 2006


HUMANA INC.


By:                                                                                                              

Name: James H.
Bloem

Title: Senior Vice President and Chief
          Financial Officer


[FACSIMILE OF SEAL]


Attest:


By:                                                                                                              

Name: Joan O. Lenahan

Title: Corporate Secretary


CERTIFICATE OF AUTHENTICATION


This is one of the Securities of the series designated
therein described in the within-mentioned Indenture.


THE BANK OF NEW
YORK TRUST COMPANY, N.A.,

as Trustee


By:                                                                                  

Authorized
Signatory



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(Reverse of Note)


HUMANA INC.


 This Note is
one of a duly authorized issue of Securities of the Company designated as its
6.450% Senior Notes due 2016 (the “Notes”). The Notes are one of an indefinite
number of series of debt securities of the Company (the “Securities”), issued
or issuable under and pursuant to a base indenture, dated as of August 5,
2003 (the “Base Indenture”), between the Company and The Bank of New York Trust
Company, N.A. (as successor to The Bank of New York) (herein called the “Trustee,”
which term includes any successor Trustee under the Indenture), as supplemented
by a second supplemental indenture, dated as of May 31, 2006 (the “Second
Supplemental Indenture”; the Base Indenture as supplemented by the Second
Supplemental Indenture is herein called the “Indenture”), to which Indenture
and all indentures supplemental thereto (other than supplemental indentures
creating a different series of notes) reference is hereby made for a statement
of the respective rights thereunder of the Company, the Trustee and the Holders
of the Notes and the terms upon which the Notes are to be authenticated and
delivered. The terms, conditions and provisions of the Notes are those stated
in the Indenture, those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended, and those set forth in this Note. This Note
is one of a series designated on the face hereof initially issued in an
aggregate principal amount of $__________. The Company may, from time to time,
without the consent of the Holders, issue and sell additional Securities
ranking equally with the Notes and otherwise identical in all respects (except
for their date of issue, issue price and, if applicable, the first payment of interest
on the additional notes) so that such additional Securities shall be
consolidated and form a single series with the Notes.


The terms of other series of Securities issued under
the Base Indenture may vary with respect to interest rates or interest rate
formulas, issue dates, maturity, redemption, repayment, currency of payment and
otherwise as provided in the Base Indenture. The Base Indenture further
provides that Securities of a single series may be issued at various times,
with different maturity dates and may bear interest at different rates. All
terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.


This Note is not subject to any sinking fund.


If an Event of Default (other than an Event of Default
described in Section 501(5) or 501(6) of the Indenture, with
respect to the Company) with respect to the Notes shall occur and be
continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes of this series then Outstanding may
declare the aggregate principal amount of the Notes of this series due and
payable in the manner and with the effect provided in the Indenture. If an
Event of Default specified in Section 501(5) or 501(6) occurs
with respect to the Company, all of the unpaid principal amount and accrued
interest thereon shall ipso  facto become and be immediately due
and payable in the manner and with the effect provided in the Indenture without
any declaration or other act by the Trustee or any Holder.


This Note may be redeemed at any time in whole, or
from time to time in part, at the option of the Company (such date of
redemption, the “Optional Redemption Date”) at the 



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Redemption Price (as
defined below) together with interest accrued thereon to the Optional
Redemption Date.


The “Redemption Price” shall equal to the greater of:


·                  100% of the principal amount of the Notes to be
redeemed; and


·                  the sum of the present values of the remaining
scheduled payments on the Notes to be redeemed consisting of principal and
interest, exclusive of interest accrued to the Optional Redemption Date,
discounted to the Optional Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the applicable Treasury Yield
plus 30 basis points plus accrued interest to the date of redemption.


The Notes called for redemption become due on the
Optional Redemption Date. Notices of redemption will be mailed by first-class
mail at least 30 but not more than 60 days before the Optional Redemption Date
to each Holder of Notes to be redeemed at its registered address. The notice of
redemption for the Notes will state the amount to be redeemed. On and after the
Optional Redemption Date, interest will cease to accrue on any Notes that are
redeemed. If less than all the Notes are redeemed at any time, the Trustee will
select Notes on a pro rata basis or by any other method the Trustee deems fair
and appropriate.


For purposes of determining the Redemption Price, the
following definitions are applicable:


“Comparable Treasury Issue” means the United States
Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term of the Notes that would be utilized,
at the time of selection and in accordance with customary financial practice,
in pricing new issues of corporate debt securities of comparable maturity to
the remaining terms of the Notes.


“Comparable Treasury Price” means, with respect to any
Optional Redemption Date:


the average of the bid and the asked prices for the
Comparable Treasury Issue, expressed as a percentage of its principal amount,
at 4:00 p.m. on the third Business Day preceding that Optional Redemption
Date, as set forth on “Telerate Page 500,” or such other page as may
replace Telerate Page 500; or


if Telerate Page 500, or any successor page, is
not displayed or does not contain bid and/or asked prices for the Comparable
Treasury Issue at that time, the average of the Reference Treasury Dealer
Quotations obtained by the Company for that Optional Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations,
or, if the Company is unable to obtain at least four such Reference Treasury
Dealer Quotations, the average of all Reference Treasury Dealer Quotations
obtained by the Company.



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“Independent Investment Banker” means either Citigroup
Global Markets Inc. or Wachovia Capital Markets, LLC, as selected by the
Company or, if both such firms are unwilling or unable to select the applicable
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company.


“Reference Treasury Dealer” means Citigroup Global
Markets Inc. and its successors and four other primary U.S. government
securities dealers in New York City (each, a “Primary Treasury Dealer”)
selected by the Independent Investment Banker; provided, however, that if any
of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.


“Reference Treasury Dealer Quotations” means, with
respect to each Reference Treasury Dealer and any Optional Redemption Date for
the Notes, an average, as determined by the Company, of the bid and asked
prices for the Comparable Treasury Issue for the Notes, expressed in each case
as a percentage of its principal amount, quoted in writing to the Trustee by
the Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third business day preceding the Optional Redemption Date.


“Treasury Yield” means, with respect to any Optional
Redemption Date, the rate per annum equal to the semi-annual equivalent yield
to maturity, computed as of the third business day immediately preceding the
Optional Redemption Date, of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue, expressed as a percentage of its principal
amount, equal to the applicable Comparable Treasury Price for the Optional
Redemption Date.


The Indenture permits, with certain exceptions as
therein provided, the Company and the Trustee with the consent of the Holders
of more than 50% in principal amount of the Securities at the time Outstanding
of each series issued under the Indenture to be affected thereby, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series; provided, however, that
no such supplemental indenture shall, among other things, (i) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or interest
thereon, if any, or any premium payable upon redemption thereof; or (ii) change
the Place of Payment on any Security or the currency or currency unit in which
any Security or the principal or interest thereon is payable; (iii) impair
the right to institute suit for the enforcement of any such payment on or after
the Stated Maturity thereof; (iv) reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Securities by the Company (or the time when such redemption, repayment or
purchase may be made); or (v) reduce the percentage in principal amount of
the Securities, the Holders of which are required to consent to any
supplemental indenture, without the consent of the Holder of each Security
affected thereby. The Indenture also contains provisions permitting the Holders
of more than 50% in principal amount of the Securities of each series at the
time outstanding, on behalf of the Holders of all the Securities of that
series, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences
with respect to such series, except a default in the payment of principal of or




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interest, if any,
on any Security of that series or a default with respect to a covenant or
provision of the Indenture which cannot be amended without the consent of such
Holder.


The Notes are issuable only in registered form without
coupons in denominations of $1,000 and integral multiples thereof. The Notes
shall be initially issued in the form of a Global Security. All payments of
principal of (and premium, if any) and interest on the Notes will be made to
the Trustee so long as the Notes are in the form of a Global Security. As
provided in the Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes as
requested by the Holder surrendering the same. If (x) the Depositary is at
any time unwilling or unable to continue as depository and a successor
depository is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, (y) the
Company delivers to the Trustee a Company Order to the effect that this Note
shall be exchangeable or (z) an Event of Default has occurred and is
continuing with respect to the Notes, this Note shall be exchangeable for Notes
in definitive form and in an equal aggregate principal amount. Such definitive
Notes shall be registered in such name or names as the Depositary shall
instruct the Trustee.


As provided in the Indenture and subject to certain
limitations set forth therein and above, the transfer of this Note may be
registered on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in the
Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees.


No reference herein to the Indenture and no provisions
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Note at the time, place and rate, and in
the coin or currency, herein and in the Indenture prescribed.


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.


Certain of the Company’s obligations under the
Indenture with respect to Notes may be terminated if the Company irrevocably
deposits with the Trustee money or Government Obligations sufficient to pay and
discharge the entire indebtedness on all Notes, as provided in the Indenture.



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No recourse shall be had for the payment of the
principal of (and premium, if any), or the interest, if any, on this Note, or
for any claim based thereon, or upon any obligation, covenant or agreement of
the Company in the Indenture, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or of any successor
corporation, whether by virtue of any constitution, statute or rule of law
or by the enforcement of any assessment of penalty or otherwise; and all such
personal liability is expressly released and waived as a condition of, and as
part of the consideration for, the issuance of this Note.


The Indenture and the Notes shall be governed by and
construed in accordance with the laws of the State of New York.



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ASSIGNMENT/TRANSFER FORM


 


	
  FOR VALUE RECEIVED the
  undersigned registered Holder hereby sell(s), assign(s) and 

  
	
  transfer(s) unto (insert Taxpayer
  Identification No.)

  	
   

  
	
   

  	
   

  
	
   

  
	
  (Please
  print or typewrite name and address including postal zip code of assignee)

  
	
   

  
	
  the within Note and all rights thereunder, hereby
  irrevocably constituting and appointing

  
	
   

  
	
   

  	
  attorney to transfer said 

  
	
  Note on the books of the Company with full power of
  substitution in the premises.

  	
   

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
																



 


NOTICE:  The
signature of the registered Holder to this assignment must correspond with the
name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatsoever.


 



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