Deferred Compesation Plan



 Exhibit 10(s) 
  
 THE HUMANA INC. DEFERRED COMPENSATION PLAN 
 FOR NON-EMPLOYEE DIRECTORS 
  
 ARTICLE 1 
 Purpose 
  
 The purpose of this Plan is to provide members of the Board of Directors of Humana Inc. who are not employees of the Company
or any of its subsidiaries with the opportunity to defer receipt of certain compensation to which they will be entitled while the Plan is in effect. The Plan is intended to be an unfunded, nonqualified deferred compensation plan and shall be
construed and administered accordingly. 
  
  
 ARTICLE 2 
 Definitions 
  
 For purposes of the Plan, the following terms shall have the following
meanings: 
  
 2.1 “Allocation Date” shall mean,
with respect to a Deferral Election, the date on which all or a portion of a Director’s Deferral Amount is credited to his or her Cash and/or Stock Unit Accounts, which shall be the date on which such Deferral Amount (or portion thereof) would
have been paid to the Director if the Director had not made a Deferral Election. 
  
 2.2 “Beneficiary” has the meaning set forth in Section 8.3 of Article 8. 
  
 2.3 “Board” shall mean the Board of Directors of the Company. 
  
 2.4 “Cash Account” shall mean a memorandum account established on the books of the Company on behalf of a
Director, into which shall be credited amounts pursuant to Section 4.1 of Article 4. 
  
 2.5 “Cash Account Balance” has the meaning set forth in Section 4.1 of Article 4. 
  
 2.6 “Change in Capitalization” has the meaning set forth in Section 4.2 of Article 4. 
  
 2.7 “Change in Control” shall have the same definition as is
contained in the Humana Inc. 2003 Stock Incentive Plan, as amended from time to time. (A copy of this definition is attached hereto as Exhibit A.) 
  
 2.8 “Common Stock” shall mean the common stock, par value $0.16 2/3 per share, of the Company, or any other securities or property into
which such stock may be converted or exchanged. 
  
 2.9
“Company” shall mean Humana Inc. 
  
 2.10
“Compensation” shall mean, with respect to a Plan Year, the annual retainer fees, committee fees, and meeting fees payable to a Director in such Plan Year for services rendered in such Plan Year. For purposes of clarity,
“Compensation” shall not mean, with respect to any Director, stock options granted or to be granted by the Company to such Director or Common Stock received or to be received by such Director pursuant to the exercise of such options, but
shall include grants of Common Stock made or to be made to such Director as payment of such Director’s annual retainer fees, committee fees, and/or meeting fees. 







 2.11 “Deferral Amount” shall mean any part or all of his or her Compensation elected by
a Director to be deferred in a Plan Year. 
  
 2.12
“Deferral Election” shall mean a Director’s timely election of a Deferral Amount pursuant to Article 3. 
  
 2.13 “Deferral Period” shall have the meaning set forth in Section 3.1 of Article 3. 
  
 2.14 “Director” shall mean each member of the Board who is
not an employee of the Company or any of its subsidiaries. 
  
 2.15 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 
  
 2.16 “Fair Market Value” on any date means (i) with respect to Common Stock, the average of the highest and lowest reported sales prices,
regular way, of Common Stock in transactions reported on the New York Stock Exchange on such date, or if no sales of Common Stock are reported on the New York Stock Exchange for such date, the comparable average sales price for the last previous day
for which sales were reported on the New York Stock Exchange or the value of a share of Common Stock for such date as established by the Committee using any other reasonable method of valuation, and (ii) with respect to any other property, the fair
market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. 
  
 2.17 “Payment Method” has the meaning set forth in Section 5.2 of Article 5. 
  
 2.18 “Plan” shall mean the Humana Inc. Deferred
Compensation Plan for Non-Employee Directors, as such Plan may be amended from time to time. 
  
 2.19 “Plan Administrator” shall mean the Organization & Compensation Committee of the Board or such other committee of Directors designated by the Board. 
  
 2.20 “Plan Year” shall mean each calendar year with the
first plan year beginning January 1, 2004. 
  
 2.21
“Stock Unit Account” shall mean a memorandum account established on the books of the Company on behalf of a Director, to which shall be credited a number of Stock Units pursuant to Section 4.2 of Article 4. 
  
 2.22 “Stock Unit Account Balance” shall have the meaning
set forth in Section 4.2 of Article 4. 
  
 2.23 “Stock
Units” shall mean units credited to a Director’s Stock Unit Account, with one Stock Unit having a value on any date equal to the Fair Market Value of one share of Common Stock on such date. 
  
 2.24 “Termination” shall mean termination of a
Director’s service as a member of the Board for any reason, including by reason of death or disability. 
  
  
 ARTICLE 3 
 Deferral Elections of Compensation 
  
 3.1
Deferral Election. Each Director may elect to have the payment of all or any portion of his or her Compensation for a Plan Year deferred pursuant to the Plan. Each Deferral Election shall be made on a deferral election form to be provided by the
Company and shall specify (i) the Deferral Amount, (ii) the Deferral Period, and (iii) the Payment Method (as defined in Section 5.2). For purposes of this Plan, “Deferral Period”, with respect to any Deferral Election, shall mean the
period commencing on the 
  

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Allocation Date and ending, at the election of the Director, on (i) the date of the Director’s Termination, (ii) a date specified by the Director in his
or her Deferral Election, or (iii) the earlier of either the date of the Director’s termination or any date specified by the Director in his or her Deferral Election; provided, however, that any such date specified by the Director in his or her
Deferral Election must be no earlier than two years after the end of the Plan Year with respect to which the Deferral Election applies. 
  
 3.2 Timing of Deferral Elections. Deferral Elections in respect of Compensation otherwise payable to Directors in a Plan Year shall be timely if
made (i) with respect to the Plan Year beginning January 1, 2004, on or before November 21, 2003, and (ii) with respect to subsequent Plan Years, on or before September 1 of the preceding year; provided, however, that with respect to new Directors,
Deferral Elections in respect of Compensation subsequently payable in the Plan Year in which they become a Director shall be timely if made within 15 days after becoming a Director. 
  
 3.3 Irrevocability. A Deferral Election, once made, shall be irrevocable. 
  
  
 ARTICLE 4 
 Treatment of Deferral Amounts 
  
 4.1 Cash Account 
  
 (a) On each Allocation Date, an amount reflecting the portion of a Director’s Deferral Amount which would otherwise have been paid to the Director in
cash shall be credited to the Director’s Cash Account. 
  
 (b) All deferred amounts credited to the Cash Account shall bear interest from the Allocation Date. The interest credited to the Cash Account will be compounded quarterly at the end of each calendar quarter. For all amounts whenever
credited, the rate of interest credited thereon, as of the end of each calendar quarter thereon, shall be equal to the average ten-year U.S. Treasury note rate for the previous calendar quarter (the actual deferrals plus interest credits and credits
in respect of fractional Stock Units under Section 4.2(d) are collectively referred to herein as the “Cash Account Balance”). 
  
 4.2 Stock Unit Account. 
  
 (a) On each Allocation Date, a number of Stock Units reflecting the portion of a Director’s Deferral Amount which would otherwise have been paid to
the Director in Common Stock shall be credited to the Director’s Stock Unit Account.  
  
 (b) In the event of a dividend paid with respect to Common Stock, whether in cash, Common Stock or other stock or property of the Company, credits
(dividend equivalents) will be made to each Director’s Stock Unit Account as follows: 
  
 (i) in the case of a cash dividend, or a dividend of stock of the Company (other than Common Stock) or other property, additional credits
will be made to the Stock Unit Account consisting of a number of Stock Units equal to the number determined by dividing (A) the cash amount of such dividend per share (or the fair market value, on the date of payment, of dividends per share paid in
such stock or other property), multiplied by the aggregate number of Stock Units credited to such Stock Unit Account on the record date for the payment of such dividend by (B) the Fair Market Value of a share of Common Stock on the date such
dividend is payable to holders; 
  
 (ii) in the
case of a dividend consisting of Common Stock, the Stock Unit Account will be credited with a number of Stock Units equal to the number of Stock Units in such account on the record date for the payment of such dividend multiplied by the number of
shares of Common Stock paid per share of Common Stock in such dividend. 
  
 (c) In the event of any Change in Capitalization, the Plan Administrator in good faith shall take such action as it deems necessary to preserve the economic value of each Director’s Stock Unit Account immediately prior to the Change in
Capitalization to reflect the impact of the Change in 
  

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Capitalization on the Common Stock, including without limitation the making of equitable adjustments to the number of Stock Units credited to the Stock Unit
Account and the number and kind of securities or other property deemed to be represented by Stock Units held in the Stock Unit Account. For purposes of this Section 4.2(c), “Change in Capitalization” shall mean any increase or reduction in
the number of shares of Common Stock, or any change in such shares or exchange of such shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization,
merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, combination or exchange of shares, repurchase of shares, change in corporate structure or
otherwise. (The actual deferrals plus adjustments pursuant to Sections 4.2(b) and 4.2(c) are collectively referred to herein as the “Stock Unit Account Balance”).  
  
 (d) All fractional Stock Units to which a Director is entitled shall be credited to the Director’s Cash Account based
on the Fair Market Value of such Units as of the day preceding the date such credit is made. In no event shall fractional Stock Units be credited to a Director’s Stock Unit Account. 
  
 4.3 Vesting. A Director shall be fully (100%) vested in his or her Cash and Stock Unit Account Balances at all times.

  
  
 ARTICLE 5 
 Payment 
  
 5.1 Payment Upon End of Deferral Period. With respect to any Deferral Election, payment of a Director’s Cash
and/or Stock Unit Accounts attributable to such Deferral Election shall be made following the end of the applicable Deferral Period at the time and in the manner set forth in this Article 5. 
  
 5.2 Payment Method. Payment of amounts credited to a Director’s
Cash and Stock Unit Accounts shall be made in accordance with the Payment Method elected by the Director in the applicable Deferral Election. For purposes of this Plan, “Payment Method” shall mean, with respect to payments of
amounts credited to a Director’s Cash and Stock Unit Accounts pursuant to a Deferral Election, either (i) a lump sum payment on the 15th day of the calendar month following the end of the applicable Deferral Period or (ii) a number of annual
installments (not exceeding 10) specified by the Director in his or her Deferral Election, with (x) the first installment to be paid on the 15th day of the calendar month following the end of the applicable Deferral Period and (y) installments
subsequent to the first installment to be paid on the 15th day of such calendar month of each succeeding calendar year. Deferred amounts held pending distribution shall continue to be subject to interest credits and adjustments, as provided in
Sections 4.1(b), 4.2(b) and 4.2(c), respectively. 
  
 5.3
Amount of Payment. 
  
 (a) Lump Sum Payment. If a Director
elects a lump sum payment with respect to a Deferral Election, such payment shall consist of (i) the value of that portion of the Director’s Cash Account Balance which is attributable to such Deferral Election as of the day preceding
distribution and (ii) a number of shares of Common Stock equal to the number of Stock Units allocated to that portion of the Director’s Stock Unit Account which is attributable to such Deferral Election as of the day preceding distribution.

  
 (b) Installment Payments. 
  
 (i) Cash Account. If a Director elects annual installments
with respect to a Deferral Election, the amount payable under each such installment shall equal, with respect to the value of that portion of the Director’s Cash Account Balance which is attributable to such Deferral Election, such value of the
Cash Account as of the day preceding the installment payment divided by the number of remaining installments to be made (including the installment being paid). 
  

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 (ii) Stock Unit Account. If a Director elects annual installments with respect to a
Deferral Election, the number of shares of Common Stock payable under each such installment shall equal, with respect to the number of Stock Units allocated to that portion of the Director’s Stock Unit Account which is attributable to such
Deferral Election, such number of Stock Units as of the day preceding the installment payment divided by the number of remaining installments to be made (including the installment being paid). 
  
 5.4 Accelerated Payment in the Event of Death. Notwithstanding any
other provision of the Plan, in the event a Director dies prior to receiving distribution of his or her entire Cash Account and Stock Unit Account, payments shall be made to the Beneficiary or, if applicable, to the estate of the Director, in
accordance with the applicable Beneficiary Designation Form. The Company shall pay to the Beneficiary or, if applicable, to the estate of the Director within thirty (30) days following the Director’s date of death (i) a lump sum cash payment
equal to the value of his or her entire Cash Account Balance and (ii) a number of shares of Common Stock equal to the number of Stock Units credited to his or her Stock Unit Account, in each case as of the day preceding the distribution. 

 
 5.5 Accelerated Payment Upon a Change in Control. Notwithstanding
any other provision of the Plan, upon a Change in Control, the Company shall pay to each Director within thirty (30) days following the Change in Control (i) a lump sum cash payment equal to the value of his or her entire Cash Account Balance and
(ii) a number of shares of Common Stock equal to the number of Stock Units credited to his or her Stock Unit Account, in each case as of the day preceding the distribution. 
  
 5.6 Exception for Section 16 of the Exchange Act. Notwithstanding any other provision of the Plan, no payment shall
be made pursuant to the Plan if such payment would subject a Director to liability under Section 16 of the Exchange Act, and any such payment shall be delayed until the first date on which such payment may be made without subjecting the Director to
such liability. 
  
  
 ARTICLE 6 
  
 Administration 
  
 6.1 General Powers and
Responsibilities of Plan Administrator. The Plan Administrator shall have full authority to construe and interpret the terms and provisions of the Plan, and to adopt, alter and repeal such administrative rules, guidelines and practices governing
the Plan and perform all acts as it shall, from time to time, deem advisable, and otherwise to supervise the administration of the Plan. The Plan Administrator may correct any defect, supply any omission or reconcile any inconsistency in the Plan,
or in any Deferral Election hereunder, in the manner and to the extent it shall deem necessary to effectuate the Plan. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Plan Administrator in
connection with the Plan shall be in the sole and absolute discretion of the Plan Administrator and shall be final, binding and conclusive. A Director shall not participate in any decision involving a request made by him or her or relating in any
way to his or her rights, duties, and obligations as a participant in the Plan (unless such decision relates to all Directors generally and in a similar manner). 
  
 6.2 Liability and Indemnification of Plan Administrator. The Plan Administrator shall not be liable for any action,
failure to act, determination or interpretation made in good faith with respect to this Plan or any transaction hereunder, except for liability arising from his or her own willful misfeasance, gross negligence or reckless disregard of his or her
duties. The Company hereby agrees to indemnify the Plan Administrator for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending against, responding to, negotiating for the
settlement of or otherwise dealing with any claim, cause of action or dispute of any kind arising in connection with any actions in administering this Plan or in authorizing or denying authorization to any transaction hereunder. 
  

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 ARTICLE 7 
 Amendment or Termination of the Plan 
  
 The Company, by action of the Board, may amend, modify or terminate the Plan in whole or in part at any time and for any reason without prior notice to or consent of any Director; provided, however, that no
amendment, modification or termination of the Plan shall reduce a Director’s Cash or Stock Unit Account Balance, or change a previously specified Deferral Election as of the date of such amendment, modification or termination. 
  
  
 ARTICLE 8 
 Miscellaneous 
  
 8.1 Shares Subject to Plan. Through the provisions of this Plan relating to Stock Units, it is intended that this Plan constitute the method by
which Directors can defer share awards made under the Humana Inc. 2003 Stock Incentive Plan (or any successor plan thereto). Shares of Common Stock distributed to Directors under this Plan shall be made from the aggregate number of shares of Common
Stock reserved for issuance under the Humana Inc. 2003 Stock Incentive Plan (or any successor plan thereto). 
  
 8.2 Nonassignability. Neither a Director nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, any amount payable under the Plan. All amounts payable under the Plan, and all rights to such amounts, are expressly declared to be unassignable and
non-transferable. In the case of a Director’s death, payments due under this Plan shall be made in accordance with Section 5.4. 
  
 8.3 Designation of Beneficiary. Each Director at the time he or she completes a Deferral Election shall designate a beneficiary (a
“Beneficiary”) and a contingent Beneficiary to whom benefits hereunder are to be paid if the Director dies prior to receiving his or her entire Cash and Stock Unit Account Balances. A Director may change his or her Beneficiary designations
at any time by filing a revised Beneficiary designation form with the Plan Administrator or such other individual or entity designated by the Plan Administrator. If a Director fails to designate a Beneficiary as provided above, or if all designated
Beneficiaries predecease the Director, the Company shall pay the Cash and Stock Unit Account Balances to the estate of the Director. 
  
 8.4 Incapacity. In the event benefits become payable under the Plan after a Director becomes incapacitated, such benefits shall be paid to the
Director’s legal guardian or legal representative pursuant to the applicable provisions of Article 5. 
  
 8.5 No Right To Continued Service. The terms and conditions of the Plan shall not be deemed to establish, constitute or be evidence of a right of
any Director to remain in service as a member of the Board. 
  
 8.6 No Right of a Shareholder. Directors shall have none of the rights of shareholders of the Company by reason of their participation in the Plan. 
  
 8.7 Tax Withholding. The Company or the Plan Administrator shall have the right to withhold from any payment
hereunder amounts sufficient to satisfy all Federal, state, local, or other withholding tax requirements. 
  
 8.8 Expenses. The Company will bear all expenses incurred in administering this Plan and no part thereof shall be charged against any
Director’s Cash or Stock Unit Account or any amounts distributable hereunder. 
  

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 8.9 Unsecured General Creditor. Directors shall have no legal or equitable rights, interest or
claims in any property or assets of the Company. For purposes of the payment of benefits under the Plan, any and all of the Company’s assets shall be, and remain, the general, unpledged unrestricted assets of the Company. The Company’s
obligations under the Plan shall be merely that of an unfunded and unsecured promise to pay money and stock in the future. 
  
 8.10 Successors. The terms and conditions of the Plan and each Deferral Election shall inure to the benefit of and bind the Company and the
Directors, and their successors, assigns, and personal representatives. 
  
 8.11 Governing Law. The provisions of the Plan shall be construed and interpreted according to the laws of the State of Kentucky without giving effect to conflict of laws principles thereof. 
  
  
  
  
 Adopted by the Board of Directors: November 6, 2003

  

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 Exhibit A 
  
 “Change in Control” shall mean the occurrence of: 
  
 (a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the “Voting Securities”) by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership”
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding Voting Securities; provided, however, in determining whether a Change in
Control has occurred, Voting Securities which are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control Acquisition” shall mean
an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned,
directly or indirectly, by the Company (for purposes of this definition, a “Subsidiary”) (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);

  
 (b) The individuals who, as of the effective date of this
Plan are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s common
stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no
individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a
“Proxy Contest”) including by reason of any agreement intended to avoid or settle any Proxy Contest; or 
  
 (c) The consummation of: 
  
 (i) A merger, consolidation or reorganization involving the Company, unless such merger, consolidation or reorganization is a
“Non-Control Transaction.” A “Non-Control Transaction” shall mean a merger, consolidation or reorganization of the Company where: 
  
 (A) the stockholders of the Company, immediately before such merger, consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of the combined voting power of the outstanding Voting Securities of the corporation resulting from such merger or consolidation or
reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting Securities immediately before such merger, consolidation or reorganization, 
  
 (B) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds of the members of the board of directors of the Surviving Corporation, or a corporation beneficially
directly or indirectly owning a majority of the Voting Securities of the Surviving Corporation, and no agreement, plan or arrangement is in place to change the composition of the board of directors following the merger, consolidation or
reorganization; and 
  
 (C) no Person other than
(i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) maintained by the Company, the Surviving Corporation, or any Subsidiary, or (iv) any Person who, immediately prior to such merger,
consolidation or reorganization had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Voting 
  

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Securities, has Beneficial Ownership of twenty percent (20%) or more of the combined voting power of the Surviving Corporation’s then outstanding voting
securities. 
  
 (ii) A complete liquidation or
dissolution of the Company; or 
  
 (iii) The sale
or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). 
  
 Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Voting Securities as a result of the acquisition of Voting Securities by the Company which, by reducing the number of Voting Securities then outstanding, increases the proportional number of
Shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Voting Securities by the Company, and after such share acquisition by the
Company, the Subject Person becomes the Beneficial Owner of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

  

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