HUMANA INC — Director's Dealing 2012

May 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2012-04-28

Reporting Person: Madabhushi Venkata R (SVP & Chief Innov & Mrkting Of)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-28	Humana Common	F	8054	$88.85	Disposed	11946	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$29.53	2012-07-27	Humana Common (33334)	33334	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 4/28/10 to 4/28/12.

F3: Effective March 1, 2012, Humana Inc. and Venkata Madabhushi entered into a Voluntary Release and Mutual Separation Agreement. Pursuant to the terms of the Agreement, stock options and restricted stock scheduled to vest on April 28, 2012 continued to vest as if Mr. Madabhushi was still employed. All other equity grants canceled on the date of termination of employment.

F4: Stock options will remain outstanding 90 days following the vest date.