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HUMANA INC Director's Dealing 2007

Feb 26, 2007

30145_dirs_2007-02-26_2f692dc6-0950-4c8b-b5aa-01762ff9c4f5.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2007-02-22

Reporting Person: McCulley Steven E (Vice President & Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-02-22 Humana Inc. A 3019 $.1667 Acquired 20518 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-02-22 Options $62.10 A 8110 Acquired 2014-02-22 Humana Common (8110) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Inc. 694 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $32.70 2012-02-24 Humana Common (14842) 14842 Direct
Options $21.275 Humana Common (15000) 15000 Direct
Options $53.96 2013-02-23 Humana Common (7709) 7709 Direct
Phantom Stock Units $ Humana Common (7) 7 Indirect

Footnotes

F1: Stock units held for the benefit of reporting person as of January 31, 2007 under the Humana Retirement & Savings Plan including a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, both exempt under Rule 16b-3(c).

F2: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F3: Non-qualified stock options granted to reporting person on 2/24/04, vesting in three increments from 2/24/05 to 2/24/07.

F4: Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, both vesting in three increments from 2/24/06 to 2/24/08.

F5: Incentive and Non-Qualified stock options granted to reporting person on 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

F6: Incentive and Non-Qualified stock options granted to reporting person on 2/22/07, NQ options vesting in three increments from 2/22/08 to 2/22/10, and ISO's vesting on 2/22/10.

F7: Phantom Stock Units held for the benefit of reporting person as of January 31, 2007, based on the value of Humana common stock on a 1-for-1 basis, under the Humana Excess Plan exempt under Rule 16b-3(c and d).