HUMANA INC — Director's Dealing 2011

Feb 25, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-23	Humana Common	M	11784	$32.70	Acquired	36095	Direct
2011-02-23	Humana Common	M	7709	$53.96	Acquired	43804	Direct
2011-02-23	Humana Common	S	14582	$63.2427	Disposed	29222	Direct
2011-02-24	Humana Common	S	14000	$62.8225	Disposed	15222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-23	Options	$32.70	M	11784	Disposed	2012-02-24	Humana Common (11784)	Direct
2011-02-23	Options	$53.96	M	7709	Disposed	2013-02-23	Humana Common (7709)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	692	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$62.10	2014-02-22	Humana Common (8110)	8110	Direct
Options	$69.475	2015-02-21	Humana Common (6839)	6839	Direct
Options	$45.975	2015-04-01	Humana Common (20992)	20992	Direct
Options	$41.83	2016-02-19	Humana Common (9998)	9998	Direct
Restricted Stock Units	$		Humana Common (3879)	3879	Direct
Restricted Stock Units	$		Humana Common (8990)	8990	Direct
Phantom Stock Units	$		Humana Common (7)	7	Indirect

Footnotes

F1: The shares sold in multiple lots ranging from $63.2288 to $63.29 The weighted average sale price was $63.2427

F2: The shares sold in multiple lots ranging from $62.79 to $62.851. The weighted average sale price was $62.8225.

F3: Stock units held for the benefit of reporting person as of January 31, 2011 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).

F4: Right to buy pursuant to Humana Inc.'s 2003 Stock Incentive Plan.

F5: 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.

F6: 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.

F7: 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.

F8: 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.

F9: Incentive and Non-Qualified stock options granted to reporting person on 4/1/08, NQ options vesting in three increments from 4/1/11 to 4/1/13, and ISO's vesting in two increments on 4/1/12 and 4/1/13.

F10: 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.

F11: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F12: 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).

F13: Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.

F14: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.

F15: Phantom Stock Units held for the benefit of reporting person as of January 31, 2011 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).