HUMANA INC — Director's Dealing 2009

Feb 23, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2009-02-19

Reporting Person: BLOEM JAMES H (Sr. VP, CFO & Treasurer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-02-19	Options	$41.83	A	67728	Acquired	2016-02-19	Humana Common (67728)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	87098	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (26666)	26666	Direct
Options	$53.96	2013-02-23	Humana Common (38830)	38830	Direct
Options	$62.10	2014-02-22	Humana Common (45415)	45415	Direct
Options	$69.475	2015-02-21	Humana Common (47875)	47875	Direct

Footnotes

F1: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F2: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F3: Incentive and Non-Qualified stock options granted to reporting person on 2/24/05, NQ options vesting in three increments from 2/24/06 to 2/24/08, and ISO's vesting on 2/24/08.

F4: 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.

F5: 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.

F6: Incentive and Non-Qualified stock options granted to reporting person on 2/21/08, NQ options vesting in three increments from 2/21/09 to 2/21/11, and ISO's vesting on 2/21/11.

F7: Reporting person was granted the maximum number of Incentive stock options allowed and remaining options were granted as Non-Qualified stock options. The option grant vests in three increments from 2/19/10 to 2/19/12.