HUMANA INC — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-03-04

Reporting Person: Christopher M Todoroff (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Humana Common	M	30000	$45.98	Acquired	48500	Direct
2011-03-04	Humana Common	M	38701	$41.83	Acquired	87201	Direct
2011-03-04	Humana Common	M	11666	$29.53	Acquired	98867	Direct
2011-03-04	Humana Common	M	13848	$46.40	Acquired	112715	Direct
2011-03-04	Humana Common	S	67200	$64.0414	Disposed	45515	Direct
2011-03-04	Humana Common	F	12317	$64.375	Disposed	33198	Direct
2011-03-04	Humana Common	M	3105	$64.375	Disposed	30093	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Options	$45.98	M	30000	Disposed	2015-08-28	Humana Common (30000)	Direct
2011-03-04	Options	$41.83	M	38701	Disposed	2016-02-19	Humana Common (38701)	Direct
2011-03-04	Options	$29.53	M	11666	Disposed	2016-04-28	Humana Common (11666)	Direct
2011-03-04	Options	$46.40	M	13848	Disposed	2017-02-18	Humana Common (13848)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	18500	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: The shares sold in multiple lots ranging from $63.97 to $64.16 The weighted average sale price was $64.0414.

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 8/28/08 vesting in three increments from 8/28/09 to 8/28/2011.

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 2/19/10 to 2/19/12.

F5: Non-Qualified stock option grant vests in three increments from 4/28/10 to 4/28/12.

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

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 2/17/12 to 2/17/14.

F8: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F9: 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).

F10: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.