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Humana Inc. (NYSE:HUM)

Annual Shareholder Meeting

April 26, 2012 9:00 am ET

Executives

Michael B. McCallister - Chairman, Chief Executive Officer and Chairman of Executive Committee

Joan O. Lenahan - Vice President and Secretary

Bruce D. Broussard - President

Michael B. McCallister

The meeting will please come to order. I am Michael B. McCallister, Chairman of the Board of Humana, and I will act as Chairman of this meeting.

Joan O. Lenahan, Secretary of the company, will act as Secretary the meeting. I'd like to welcome all stockholders and guests to this meeting.

We've already supplied each stockholder with a copy of our proxy statement and annual report on Form 10-K. Copies of these documents are available today to any stockholder who does not have one.

Joan, do you have a list of stockholders entitled to notice of and to vote at this meeting and evidence of the mailing of the notice of this meeting?

Joan O. Lenahan

I have a certified list of the stockholders of record at the close of business on February 27, 2012, the record date for the meeting. This list, which includes the address of each stockholder and the number of shares held by each, has been available for inspection here at the Humana building for the past 10 days.

Beginning on March 5, 2012, notice of the meeting was transmitted to each stockholder of record. I have an affidavit certifying proper notice was given to each of these stockholders. This affidavit will be filed with the minutes of the meeting. The Board of Directors has appointed Carla H. Gain [ph] and Natalie N. Peak [ph] to serve as inspectors of election.

The inspectors of election are charged by statute to carry out the following duties: ascertain the number of shares outstanding and the voting powers of each, determine the shares represented at the meeting and the validity of proxies and ballots, count all votes and ballots, determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.

The inspectors of election have been duly sworn and have taken and signed an oath. The oath will be filed with the minutes of this meeting. Further, the inspectors of election have presented their preliminary report to me indicating the presence of a quorum.

Michael B. McCallister

The meeting is properly constituted for the transaction of business. Copies of minutes of the April 21, 2011, Annual Meeting of Stockholders are available for those stockholders present who desire a copy. Is there a motion to dispense with the reading of prior minutes?

Regina Nethery

Mr. Chairman, my name is Regina C. Nethery. I am a stockholder of the company, and I move the adoption of the following resolutions: resolved that the reading of the minutes of the April 21, 2011, Annual Meeting of Stockholders of the company be waived.

Unknown Shareholder

Mr. Chairman, my name is Joseph C. Ventura [ph], I'm a stockholder of the company, and I second the motion.

Michael B. McCallister

All in favor?

[Voting]

Michael B. McCallister

Opposed? Motion carries.

There are 3 items of business being considered at today's meeting: first, the election of 10 directors of the company; second, the ratification of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2012; and third, an advisory vote with respect to the compensation of the company's named executive officers.

In order to facilitate the orderly conduct of the meeting, the report of the inspectors of election with respect to the votes cast will be given after our discussion and presentation. There will be -- there may be stockholders present who have not voted already by proxy or who wish to change their previous proxy vote. If there is anyone in either of these categories, please raise your hand and the inspectors of election will provide you with a ballot.

Anyone receiving a ballot is requested to print your name and the number of shares or stock being voted by you at the places indicated at the bottom of the ballot.

Okay, thanks.

Joan O. Lenahan

Okay.

Michael B. McCallister

Pursuant to the procedure set out in the company's bylaws, I'll now receive nominations for directors.

James H. Bloem

Mr. Chairman, my name is James H. Bloem. I'm a stockholder of the company, and I nominate the following 10 individuals, as described in the proxy statement for this April 26, 2012, meeting: Frank A. D'Amelio, W. Roy Dunbar, Kurt J. Hilzinger, David A. Jones Jr, Michael B. McCallister, William J. McDonald, William E. Mitchell, David B. Nash, M.D., James J. O'Brien and Marissa T. Peterson.

Bruce D. Perkins

Mr. Chairman, my name is Bruce Perkins, I'm a stockholder of the company, and I second the nomination.

Michael B. McCallister

All in favor?

[Voting]

Michael B. McCallister

Any opposed? Motion carries. So if anyone has a ballot, please mark proposal number one.

The second item of business to be voted upon is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2012. Is there a motion?

Bonita C. Hathcock

Mr. Chairman, my name is Bonita C. Hatcock. I'm a stockholder of the company, and I move the adoption of the following resolution: resolved that the appointment of PricewaterhouseCoopers LLP by the Board of Directors as the company's independent registered public accounting firm for the year ending December 31, 2012, be ratified and approved.

Roy Goldman

I -- Mr. Chairman, my name is Roy Goldman. I am stockholder in the company, and I second the motion.

Michael B. McCallister

All in favor?

[Voting]

Michael B. McCallister

Any opposed? Motion carries. If anyone has a ballot, please mark proposal number two.

The third item of business to be voted about is an advisory vote with respect to the compensation of the company's named executive officers. Is there a motion?

Heidi S. Margulis

Mr. Chairman, my name is Heidi Margulis. I am a stockholder of the company, and I move the adoption of the following resolution: resolved that the stockholders of Humana Inc. approve on an advisory basis the compensation of the company's named executive officers as described in the compensation discussion and analysis section, the compensation tables and the accompanying narrative disclosure, as set forth in the company's proxy statement for this April 26, 2012, meeting.

Michael B. McCallister

There a second?

Unknown Shareholder

Mr. Chairman, my name is James Rose [ph], I'm a stockholder of the company, and I second the motion.

Michael B. McCallister

If anyone has a ballot, please mark proposal number three. All in favor?

[Voting]

Michael B. McCallister

Any opposed? Motion carries.

Joan O. Lenahan

That concludes the voting on the proposals set forth in the proxy statement. As there were no ballots, the polls are now closed.

Michael B. McCallister

I'd like to introduce those members of the Board of Directors who are present today. As I call your name, I'd like each of you to stand and be recognized: Kurt Hilzinger, William McDonald, William Mitchell, Dr. David Nash, James O'Brien and Marissa Peterson. And I want to thank all of you all for serving in the role you have. It's great, thank you.

Frank A. D'Amelio and Roy Dunbar were unable to be here today. And David Jones Jr. is with us on the webcast. So, again, I want to thank them as well for their service to the company.

I'd like to just take a minute to introduce the new President of Humana, Mr. Bruce Broussard. Bruce?

Bruce joined us a few months ago and we're really looking forward to working together and, really, we're off to a great start. So welcome aboard.

Bruce D. Broussard

Thank you.

Michael B. McCallister

The inspectors of election have presented their report.

Joan O. Lenahan

Here you go.

Michael B. McCallister

The following nominees have been elected as directors: Frank D'Amelio, W. Roy Dunbar, Kurt Hilzinger, David A. Jones Jr., Michael B. McCallister, William J. McDonald, William E. Mitchell, David B. Nash, M.D., James J. O'Brien and Marissa T. Peterson.

The resolution ratifying and approving the selection of PricewaterhouseCoopers LLC as the company's independent registered public accounting firm for the year ending December 31, 2012, has been adopted.

The advisory vote with respect to the compensation of the company's named executive officers has been approved.

Bruce D. Broussard

Mr. Chairman, my name is Bruce D. Broussard and I'm a stockholder of the company. I move the adoption of the following resolution: resolved that the report of the inspectors of election as to the conduct of the election presented to this meeting be approved and directed to be filed with the records of the meeting.

Michael B. McCallister

Is there a second?

Unknown Shareholder

Mr. Chairman, my name is Joseph Ventura. I'm a stockholder of the company, and I second the motion.

Michael B. McCallister

All in favor?

[Voting]

Michael B. McCallister

Those opposed? Motion carries.

Before we close, I want to recognize David Jones, the founder of Humana. David, thanks for being here, good to see you again.

And at this point, I'll entertain a motion for adjournment.

Unknown Shareholder

Mr. Chairman, I'm Mila Sanders [ph], a stockholder of the company, and I move that this meeting be adjourned.

Michael B. McCallister

All in favor?

So we get a second, right? Do we need that? Yes.

Unknown Shareholder

Mr. Chairman, my name is Michael Stephen [ph]. I am a stockholder of the company, and I second the motion.

Michael B. McCallister

All in favor?

[Voting]

Michael B. McCallister

Any opposed?

Thank you for joining us today. We really appreciate your sharing some time with us. Thank you.

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