HUMANA INC — Director's Dealing 2011

Feb 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2011-02-17

Reporting Person: LISTON THOMAS J (Sr VP-Senior Products)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Restricted Stock Units	$	A	5721	Acquired		Humana Common (5721)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	95568	Direct
Humana Common	9838	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$32.70	2012-02-24	Humana Common (17900)	17900	Direct
Options	$12.995	2012-03-13	Humana Common (10000)	10000	Direct
Options	$9.26	2013-03-13	Humana Common (10000)	10000	Direct
Options	$21.275	2014-02-24	Humana Common (10000)	10000	Direct
Options	$53.96	2013-02-23	Humana Common (8564)	8564	Direct
Options	$62.10	2014-02-22	Humana Common (4866)	4866	Direct
Options	$69.475	2015-02-21	Humana Common (6269)	6269	Direct
Options	$45.975	2015-04-01	Humana Common (17993)	17993	Direct
Options	$41.83	2016-02-19	Humana Common (8063)	8063	Direct
Restricted Stock Units	$		Humana Common (4095)	4095	Direct

Footnotes

F1: Shares 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).

F2: Right to buy pursuant to the Company's 1996 Stock Incentive Plan for Employees.

F3: Incentive and Non-Qualified stock options granted to reporting person on 3/13/02, NQ options vesting on 3/13/03, and ISO's vesting in two increments on 3/13/04 and 3/13/05.

F4: Incentive stock options granted to reporting person on 3/13/03 vesting in three increments from 3/13/04 to 3/13/06.

F5: Right to buy pursuant to the Company's 2003 Stock Incentive Plan.

F6: Incentive and Non-Qualified stock options granted to reporting person on 2/24/04, NQ vesting in two increments on 2/24/05 and 2/24/06, and ISO's vesting in three increments from 2/24/05 to 2/24/07.

F7: 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 in two increments on 2/24/07 and 2/24/08.

F8: 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.

F9: 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.

F10: 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.

F11: 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.

F12: 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.

F13: Right to receive one share per restricted stock unit pursuant to the Company's 2003 Stock Incentive Plan.

F14: 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).

F15: Restricted stock units granted to reporting person on 2/18/10, 100% of the award is vesting on 2/18/13.

F16: Restricted stock units granted to reporting person on 2/17/11, 100% of the award is vesting on 2/17/14.