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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Options	$61.18	A	22767	Acquired	2018-02-17	Humana Common (22767)	Direct
2011-02-17	Restricted Stock Units	$	A	5149	Acquired		Humana Common (5149)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	10000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$41.83	2016-02-19	Humana Common (100000)	100000	Direct
Options	$29.53	2016-04-28	Humana Common (50000)	50000	Direct
Options	$46.40	2017-02-18	Humana Common (36352)	36352	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.