HUMANA INC — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-05-06

Reporting Person: HATHCOCK BONNIE C (Sr VP & Chief Human Res. Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Humana Common	M	29917	$53.96	Acquired	63847	Direct
2011-05-06	Humana Common	S	29917	$76.9129	Disposed	33930	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Options	$53.96	M	29917	Disposed	2013-02-23	Humana Common (29917)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$62.10	2014-02-22	Humana Common (38062)	38062	Direct
Options	$69.475	2015-02-21	Humana Common (41036)	41036	Direct
Options	$41.83	2016-02-19	Humana Common (38701)	19351	Direct
Options	$46.40	2017-02-18	Humana Common (12117)	24235	Direct
Options	$61.18	2018-02-17	Humana Common (22767)	22767	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	Direct

Footnotes

F1: The shares sold in multiple lots ranging from $76.54 to $77.21. The weighted average sale price was $76.9129.

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 2/23/06, NQ options vesting in three increments from 2/23/07 to 2/23/09, and ISO's vesting on 2/23/09.

F4: 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.

F5: 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.

F6: 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.

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 2/18/11 to 2/18/13.

F8: 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 2/17/12 to 2/17/14.

F9: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F10: Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

F11: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.