HUMANA INC — Director's Dealing 2011

May 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-05-19

Reporting Person: Kusserow Paul B. K. (Sr VP & Ch Strat Dev Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-19	Humana Common	M	66666	$41.83	Acquired	76666	Direct
2011-05-19	Humana Common	M	33333	$29.53	Acquired	109999	Direct
2011-05-19	Humana Common	M	12117	$46.40	Acquired	122116	Direct
2011-05-19	Humana Common	S	69000	$79.3862	Disposed	53116	Direct
2011-05-19	Humana Common	F	24450	$79.83	Disposed	28666	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-19	Options	$41.83	M	66666	Disposed	2016-02-19	Humana Common (66666)	Direct
2011-05-19	Options	$29.53	M	33333	Disposed	2016-04-28	Humana Common (33333)	Direct
2011-05-19	Options	$46.40	M	12117	Disposed	2017-02-18	Humana Common (12117)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$61.18	2018-02-17	Humana Common (22767)	22767	Direct
Restricted Stock Units	$		Humana Common (5149)	5149	Direct

Footnotes

F1: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F2: 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.

F3: Non-Qualified stock option grant vests in three increments from 4/28/10 to 4/28/12.

F4: 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.

F5: 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.

F6: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F7: 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).

F8: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.