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                                                                                                                                                                      Exhibit 10(ff)                                       HUMANA INC.                            RESTRICTED STOCK UNIT AGREEMENT                       AND AGREEMENT NOT TO COMPETE OR SOLICIT                          UNDER THE 2011 STOCK INCENTIVE PLAN                                                                                                     THIS RESTRICTED STOCK UNIT AGREEMENT ("Agreement") made as of <award_date> (the  “Date of Grant”) by and between HUMANA INC., a corporation duly organized and existing under the laws  of the State of Delaware (hereinafter referred to as the "Company"), and <first_name> <middle_name>  <last_name>, an employee of the Company (hereinafter referred to as "Grantee").         WITNESSETH:         WHEREAS,  the  Humana  Inc.  2011  Stock  Incentive  Plan  (the "Plan")  was  approved  by  the  Company's Board of Directors and stockholders; and        WHEREAS, the Company desires to award to Grantee Restricted Stock Units in accordance with  the Plan.        NOW,  THEREFORE,  in  consideration  of  the  award  of  Restricted  Stock  Units  to  Grantee,  the  promises  and  mutual  covenants  hereinafter  set  forth,  and  other good  and  valuable  consideration,  the  Company and Grantee agree as follows:    I.     RESTRICTED STOCK UNIT GRANT          A.     Grant.  Subject to the terms and conditions hereinafter set forth, and in accordance with  the provisions of the Plan, the Company hereby grants to Grantee, and Grantee hereby accepts from the  Company <shares_awarded> Restricted Stock Units.  Each Restricted Stock Unit represents the right of  Grantee to receive (i) one (1) Share on the date of distribution provided for in Section I.E.  In addition,  Grantee shall also have the right to receive all of the cash or in-kind dividends that are paid with respect to  the Shares represented by the Restricted Stock Units to which this award relates (“DERs”).   Dividend  equivalents with respect to any such Share shall be paid on the same date that such Share is issued to  Grantee pursuant to Section I.E. hereof.  The DERs shall be subject to the same terms and conditions  applicable to the Restricted Stock Units, including, without limitation, the restrictions and non-transferability,  vesting,  forfeiture  and  distribution  provisions  contained  in  Sections  I.B  through  I.E.,  inclusive,  of  this  Agreement.  In the event that the Restricted Stock Units are forfeited pursuant to Section I.D. hereof, the  related DER shall also be forfeited.           B.    Restrictions and Non-Transferability.  The Restricted Stock Units and DERs may not be  sold, transferred, pledged, assigned or otherwise alienated or hypothecated.  In addition, such Restricted  Stock Units and DERs shall be subject to forfeiture in accordance with the provisions of Section I.D.          C.     Vesting of Restricted Stock Units.  The Restricted Stock Units shall vest in three equal  installments, with the first installment vesting on [December 15] of the year in which the Date of Grant  occurs, and the next two installments vesting on [December 15] of each of the next two years (each such  date, a “Vesting Date” and the period between each Vesting Date or between the Date of Grant and a     - 1 -                                                                             RSU – NCNS - RE 





 






    Vesting  Date,  as  applicable,  a  “Vesting  Period”)  subject  to  Grantee’s  continued  employment  with  the  Company  through  each  such  Vesting  Date;  provided,  that,  notwithstanding  the  foregoing,  upon  certain  terminations (as set forth below), all or a portion of the unvested Restricted Stock Units and DERs will vest  as follows:        1.     Upon a termination of Grantee’s employment with the Company due to Grantee’s death or  Disability, all of the unvested Restricted Stock Units and DERs will immediately vest;         2.    In the event of a Change in Control Termination, all of the unvested Restricted Stock Units  and DERs will immediately vest;         3.    Upon the termination of Grantee’s employment due to Retirement, a prorated portion of  the Restricted Stock Units (and related DERs) that would have vested on the next scheduled Vesting Date  shall vest on the next scheduled Vesting Date, with the proration to be determined by calculating the product  of (i) the quotient of (x) the number of completed months Grantee has been employed since the Date of  Grant or the most recent Vesting Date, as applicable, divided by (y) the number of months in the current  restricted Vesting Period, multiplied by (ii) the total number of Restricted Stock Units that were scheduled  to vest on the next scheduled Vesting Date. For purposes of the foregoing calculation, a month is complete  on the day in the following month that corresponds to the Date of Grant;         4.    [In the event that Grantee’s employment with the Company terminates due to a Divestiture  of the business to which Grantee provides services and (i) the Company maintains a strategic interest in  the divested business, as determined by the Committee in its sole discretion, all outstanding Restricted  Stock Units (and related DERs) shall continue to vest on the regular Vesting Dates in the same manner as  if Grantee continued to be employed by the Company through the applicable Vesting Dates; provided that  the Grantee must remain employed by the divested business on each of the applicable Vesting Dates. For  the avoidance of doubt, if the Grantee’s employment with the aforementioned divested business terminates  before a Vesting Date, the Grantee’s unvested Restricted Stock Units will no longer vest pursuant to this  Section I.C.4 and will be forfeited upon such termination; or (ii) the Company does not maintain a strategic  interest in the divested business, as determined by the Committee in its sole discretion, the portion of the  unvested Restricted Stock Units (and related DERs) that would ordinarily vest within twelve (12) months of  the termination of employment due to a Divestiture shall continue to vest and become vested on regular  Vesting Date(s) as if Grantee had remained employed by the Company through such dates]1;        5.     [In the event that Grantee’s employment with the Company terminates due to a Workforce  Reduction or a Position Elimination, the portion of the unvested Restricted Stock Units (and related DERs)  that would ordinarily vest within twelve (12) months of the termination of employment due to a Workforce  Reduction or a Position Elimination shall continue to vest and become vested on regular Vesting Date(s)  as if Grantee had remained employed by the Company through such Vesting Dates; and]2                                                                1 NTD: Applicable for annual awards. Remove for new hires.  2 NTD: Applicable for annual awards. Remove for new hires.                                             - 2 -    





 






          6.     In the event that Grantee’s employment with the Company terminates due to a transfer to  a Strategic Joint Venture, [due to a Divestiture of the business to which Grantee provides services, or due  to a Workforce Reduction or a Position Elimination,]3 all outstanding Restricted Stock Units (and related  DERs) shall continue to vest on the regular Vesting Date(s) in the same manner as if Grantee continued to  be  employed  by  the  Company  through  the  applicable  Vesting  Date(s)[;  provided  that,  in  the  case  of  a  termination due to a Divestiture of the business, if the Company maintains a strategic interest in the divested  business, as determined by the Committee in its sole discretion, the Grantee must remain employed by the  divested business on each of the applicable Vesting Dates. For the avoidance of doubt, if the Grantee’s  employment with the aforementioned divested business terminates prior to a Vesting Date, the Grantee’s  unvested Restricted Stock Units will no longer vest pursuant to this Section I.C.6 and will be forfeited upon  such termination.]4         D.    Forfeiture.   Except  as  set  forth  in  Section  I.C,  upon  the  termination  of  Grantee's  employment with the Company prior to the time the Restricted Stock Units and DERs have vested, the  Restricted Stock Units and DERs shall be forfeited immediately by Grantee.          E.     Distributions.  The Company shall issue to Grantee (or, if applicable, Grantee’s estate or  personal representative) Shares (or such other securities or other property into which the Shares have been  converted,  with  any  partial  Shares  or  other  securities  to  be  settled  in  cash)  with  respect  to  Grantee’s  Restricted  Stock  Units  and  dividend  equivalents  accrued  pursuant  to  the  DERs  with  respect  to  such  Restricted Stock Units, within 30 days of the date that the Restricted Stock Units vest in accordance with  Section I.C hereof; provided, however, that, to the extent that the Restricted Stock Units are considered  deferred  compensation  subject  to  Section  409A  of  the  Code  and  the  Restricted  Stock  Units  vest  in  connection with Grantee’s Change in Control Termination, then unless the Change in Control is a Section  409A Change in Control, the distribution of  Shares (or such other securities or other property into which  the Shares have been converted) shall not be accelerated to the vesting date but such distribution shall  instead occur based on the Vesting Dates set forth in Section I.C. hereof.  A “Section 409A Change in  Control” shall mean a Change in Control that also constitutes a “change in ownership or effective control”  of the Company or a “change in ownership of a substantial portion of the assets of” the Company, in each  case within the meaning of Section 409A of the Code.  Notwithstanding anything to the contrary contained  herein,  no  Shares  may  be  transferred  to  any  person  other  than  Grantee  unless  such  other  person  demonstrates to the reasonable satisfaction of the Company such person’s right to the transfer.            F.    Taxes.  Federal, state and local income and employment taxes and other amounts as may  be  required  by  law  to  be  collected  by  the  Company  (“Withholding  Taxes”)  in  connection  with  the  distribution of Shares, cash or other property or, to the extent applicable, vesting of the Restricted Stock  Units  or  DERs  hereunder,  shall  be  paid  by  Grantee  at  such  time.   Notwithstanding  the  foregoing,  the                                                                3 NTD: Applicable for new hires. Remove for annual awards.  4 NTD: Applicable for new hires. Remove for annual awards.                                             - 3 -    





 






    Company shall withhold delivery of a number of Shares with a Fair Market Value as of the distribution date  equal to the Withholding Taxes required to be withheld in connection with such distribution.            II.    AGREEMENT NOT TO COMPETE AND AGREEMENT NOT TO SOLICIT.  Grantee agrees and  understands that the Company’s business is a profit-generating business operating in a highly competitive  business environment and that the Company has a legitimate business interest in, among other things, its  confidential information and trade secrets (including as protected in other agreements and policies between  the Company and Grantee) that it is providing Grantee, and in the significant time, money, training, team  building and other efforts it expends to develop Grantee’s skills to assist in performing Grantee’s duties for  the Company, including with respect to establishing, developing and maintaining the goodwill and business  relationships with Protected Relationships (defined below) and employees, each of which Grantee agrees  are valuable assets of the Company to which it has devoted substantial resources. Grantee acknowledges  that the grant Grantee is receiving under the Plan is a meaningful way that the Company entrusts Grantee  with its goodwill and aligns Grantee with the Company objective of increasing the value of the Company’s   business.  Accordingly, Grantee acknowledges the importance of protecting the value of the Company’s  business through, among other things, covenants to restrict Grantee from engaging in activities that would  adversely affect the value of the Company and its goodwill.        A.     Agreement Not to Compete. Grantee agrees that during the Restricted Period (defined  below) and within the Restricted Geographic Area (defined below), Grantee will not, directly or indirectly,  perform  the  same  or  similar  responsibilities  Grantee  performed for  the  Company  in  connection  with  a  Competitive  Product  or  Service (defined  below).  Notwithstanding  the  foregoing,  Grantee  may  accept  employment with a Competitor (defined below) whose business is diversified, provided that: (1) Grantee  will  not  be  engaged  in  working  on  or  providing  Competitive  Products  or  Services,  or  otherwise  use  or  disclose the Company’s confidential information or trade secrets; and (2) the Company receives written  assurances from the Competitor and Grantee that are satisfactory to the Company that Grantee will not  work on or provide Competitive Products or Services, or otherwise use or disclose confidential information  or  trade  secrets.   In  addition,  nothing  in  this  Agreement  is  intended  to  prevent  Grantee  from  investing  Grantee’s  funds  in  securities  of  a  person  engaged  in  a  business  that  is  directly  competitive  with  the  Company if the securities of such a person are listed for trading on a registered securities exchange or  actively traded in an over-the-counter market and Grantee’s holdings represent less than one percent (1%)  of the total number of outstanding shares or principal amount of the securities of such a person.        B.    Agreement Not to Solicit Protected Relationships. During the Restricted Period and in  connection  with  a  Competitive  Product  or  Service,  Grantee  shall  not,  individually  or  jointly  with  others,  directly or indirectly: (1) solicit or attempt to solicit any Protected Relationships (defined below); or (2) induce  or encourage any Protected Relationships to terminate a relationship with the Company or to otherwise  cease to accept services or products from the Company.                                              - 4 -    





 






          C.     Agreement Not to Solicit Employees.  During the Restricted Period, Grantee shall not,  individually or jointly with others, directly or indirectly: (1) or by assisting others, solicit, recruit, hire, or  encourage (or attempt to solicit, recruit, hire or encourage), any Company employees or former employees  with  whom  Grantee  worked,  had  business  contact,  or  about  whom  Grantee  gained  non-public  or  confidential information (“Employees or Former Employees”); (2) contact or communicate with Employees  or  Former  Employees  for  the  purpose  of  inducing,  assisting,  encouraging  and/or  facilitating  them  to  terminate their employment with the Company or find employment or work with another person or entity;  (3) provide or pass along to any person or entity the name, contact and/or background information about  any  Employees  or  Former  Employees  or  provide  references  or  any other  information  about  them;  (4)  provide  or  pass  along  to  Employees  or  Former  Employees  any  information  regarding  potential  jobs  or  entities or persons to work for, including but not limited to job openings, job postings, or the names or  contact information of individuals or companies hiring people or accepting job applications; and/or (5) offer  employment or work to any Employees or Former Employees.  For purposes of this covenant, “Former  Employees” shall refer to employees who are not employed by the Company at the time of the attempted  recruiting or hiring, but were employed by, or working for the Company in the three (3) months prior to the  time of the attempted recruiting or hiring and/or interference.         D.    Effect of Termination of Employment other than a Change in Control Termination on  Agreements Not to Compete and Not to Solicit.        1.     In the event Grantee voluntarily resigns or is discharged by the Company with Cause at  any time prior to the vesting of the Restricted Stock Unit, the prohibitions on Grantee set forth in Sections  II.A, II.B and II.C. shall remain in full force and effect.            2.    In the event Grantee is discharged by the Company other than with Cause, including in  connection with a Workforce Reduction or Position Elimination, or certain divestiture related terminations,  prior to the vesting of the Restricted Stock Unit, the prohibitions set forth in Section II.A shall remain in full  force and effect during the period of time following Grantee’s termination equal to the lesser of (x) the  Restricted Period or (y) the period of time during which Grantee is deemed to be entitled to severance  measured by the sum of (i) the number of weeks Grantee is entitled to severance under the Company’s  applicable  severance  policy,  plus  (ii)  a  number  of  weeks  equal to  (A)  the  value  of  the  acceleration  or  continuation  of  the  vesting  of  the  Restricted  Stock  Unit  as  a  result  of  Grantee’s  termination  under  this  Agreement or the Plan that would otherwise have been forfeited, with such value measured by multiplying  the number of Shares underlying the Restricted Stock Units that vested as a result of the termination of  employment by the per Share Fair Market Value on the Last Day, divided by (B) Grantee’s then-current  weekly base salary, plus (iii) any additional period that the Company determines to provide severance to  Grantee, in its discretion.         3.     In the event Grantee is discharged by the Company other than with Cause prior to vesting  herein of the Restricted Stock Units, the prohibitions set forth in Sections II.B and II. C above shall remain  in full force and effect.                                              - 5 -    





 






          4.     After the vesting of the Restricted Stock Unit, the prohibitions on Grantee set forth herein  shall remain in full force and effect, except as otherwise provided in Section II.E.        E.     Effect of a Change in Control Termination on Agreements Not to Compete and Not  to Solicit.        1.     Notwithstanding  anything  set  forth  in  Section  II.D,  in  the event  of  a  Change  in  Control  Termination, the prohibitions on Grantee set forth in Section II.A shall remain in full force and effect only if  the acquirer or successor to the Company following the Change in Control shall, solely at its option, pay,  within thirty (30) days following Grantee's employment termination date with the Company or its successor,  to Grantee the Non-Compete Payment.  Notwithstanding any previous agreement between Grantee and  the Company relating to the prohibitions on Grantee set forth in Section II.A, the “Non-Compete Payment”  shall be an amount at least equal to Grantee’s then current annual base salary.  Such amount shall be in  addition to any other amounts paid or payable to Grantee with respect to other severance plans or policies  maintained by the Company.  For the avoidance of doubt, the provisions of this Section II.E shall supersede  any  agreement  between Grantee  and the  Company  relating  to  the  prohibitions  on  Grantee  set  forth  in  Section  II.A,  with  the  exception  of  any  similar  agreement  contained  in  (i)  any  employment  agreement  between Grantee and the Company, (ii) any agreement between Grantee and the Company not related to  the employment of Grantee by the Company, (iii) any severance plan or policy of the Company and (iv) any  change in control severance plan or policy of the Company.         2.     In the event of a Change in Control Termination, the prohibitions on Grantee set forth in  Sections II.B. and II C. shall remain in full force and effect.        F.     Governing Law. Notwithstanding any other provision herein to the contrary, the provisions  of this Section II of the Agreement shall be governed by, and construed in accordance with, the laws of the  Commonwealth of Kentucky without regard to its conflicts or choice of laws rules or principles that might  otherwise refer construction or interpretation of this Section II to the substantive law of another jurisdiction.         G.    Injunctive Relief; Invalidity of Any Provision.  Grantee acknowledges that (1) his or her  services to the Company are of a special, unique and extraordinary character, (2) his or her position with  the Company will place him or her in a position of confidence and trust with respect to the operations of the  Company, (3) he or she will benefit from continued employment with the Company, (4) the nature and  periods  of  restrictions  imposed  by  the  covenants  contained  in  this  Section  II  are  fair,  reasonable  and  necessary to protect the Company, (5) the Company would sustain immediate and irreparable loss and  damage if Grantee were to breach any of such covenants, and (6) the Company’s remedy at law for such  a breach will be inadequate.  Accordingly, Grantee agrees and consents that the Company, in addition to  the recovery of damages and all other remedies available to it, at law or in equity, shall be entitled to seek  both preliminary and permanent injunctions to prevent and/or halt a breach or threatened breach by Grantee  of any covenant contained in Section II hereof.  If any provision of this Section II is determined by a court  of competent jurisdiction to be invalid in whole or in part, it shall be deemed to have been amended, whether  as to time, area covered or otherwise, as and to the extent required for its validity under applicable law, and                                              - 6 -    





 






    as so amended, shall be enforceable.  The parties further agree to execute all documents necessary to  evidence such amendment.    III.   MISCELLANEOUS PROVISIONS          A.     Binding Effect & Adjustment.  This  Agreement  shall  be  binding  and  conclusive  upon  each successor and assign of the Company.  Grantee’s obligations hereunder shall not be assignable to  any other person or entity. It is the intent of the parties to this Agreement that the benefits of any appreciation  of the underlying Shares during the term of the Award shall be preserved in any event, including but not  limited to a recapitalization, merger, consolidation, reorganization, stock dividend, stock split, reverse stock  split, spin-off or similar transaction, or other change in corporate structure affecting the Shares, as more  fully described in Sections 4.6 and 11 of the Plan.  All obligations imposed upon Grantee and all rights  granted to Grantee and to the Company shall be binding upon Grantee's heirs and legal representatives.        B.     Amendment.  This Agreement may only be amended by a writing executed by each of the  parties hereto.        C.     Governing  Law.   Except  as  to  matters  of  federal  law  and  the  provisions  of  Section  II  hereof, this Agreement shall be governed by, and construed in accordance with, the laws of the State of  Delaware  without  regard  to  its  conflict  of  laws  rules.  This  Agreement  shall  also  be  governed  by,  and  construed in accordance with, the terms of the Plan.        D.     No Employment Agreement.  Nothing herein confers on Grantee any rights with respect  to the continuance of employment or other service with the Company, nor will it interfere with any right the  Company would otherwise have to terminate or modify the terms of Grantee's employment or other service  at any time.        E.     Severability.  If any provision of this Agreement is or becomes or is deemed invalid, illegal  or  unenforceable  in  any  relevant  jurisdiction,  or  would  disqualify  this  Award  under  any  law  deemed  applicable  by  the  Committee,  such  provision  shall  be  construed or  deemed  amended  to  conform  to  applicable  laws  or  if  it  cannot  be  construed  or  deemed  amended without,  in  the  determination  of  the  Committee, materially altering the intent of the Plan, it shall be stricken and the remainder of the Agreement  shall remain in full force and effect.        F.     Defined Terms.           1.     Any term used herein and not otherwise defined herein shall have the same meaning as in  the Plan.  Any conflict between this Agreement and the Plan will be resolved in favor of the Plan.  Any  disputes  or  questions  of  right  or  obligation  which  shall  result  from  or  relate  to  any  interpretation  of  this  Agreement shall be determined by the Committee.  Any such determination shall be binding and conclusive  upon Grantee and any person or persons claiming through Grantee as to any rights hereunder.         2.    For the purposes of this Agreement, the following terms shall have the following meaning:          (i)  “Change in Control Termination” means, in the event unvested Restricted Stock Units and            DERs  are  assumed,  converted,  continued  or  substituted  in  connection  with  a  Change  in                                             - 7 -    





 






                      Control, if the employment of Grantee is terminated within two (2) years following the Change      in Control (i) by the Company or its acquirer or successor for any reason other than Cause or      (ii) by Grantee with Good Reason.  (ii)  “Competitive  Product  or  Service”  means  any  product,  process,  system  or  service  (in      existence or under development) of any person or organization other than the Company that is      the same as, similar to, or competes with, a product, process, system or service (in existence      or under development) upon which Grantee worked or for which Grantee had responsibilities      at the Company during the twenty-four (24) months prior to the Last Day (as defined below).  (iii)  “Competitor”  means  Grantee  or  any  other  person  or  organization  engaged  in,  or  about  to      become  engaged  in,  research  or development,  production,  marketing,  leasing,  selling,  or      servicing of a Competitive Product or Service.  (iv)  “Divestiture” means the sale or other transfer of equity securities of a Subsidiary to a person      or entity other than the Company or an affiliate of the Company, or if a Subsidiary leases,      exchanges  or  transfers  all or  any  portion  of  its  assets  to  such a person or  entity,  then  the      Committee may specify that such transaction or event constitutes a “Divestiture”.  (v)  “Good Reason” shall mean, unless otherwise defined in a written employment agreement in      effect between the Company or any of its Subsidiaries and Grantee, the relocation of Grantee’s      office at which Grantee is to perform his or her duties to a location more than thirty (30) miles      from the location at which Grantee performed his or her duties prior to a Change in Control.  (vi)  “Last  Day”  means  Grantee’s  last  day  of  employment  with  the  Company  regardless  of  the      reason for Grantee’s separation.  (vii) “Position Elimination” means the elimination of Grantee’s position.  (viii)  “Protected  Relationship”  means  policyholders,  agents,  brokers,  dealers,  distributers,      sources of supply or customers with whom, within twenty-four (24) months prior to the Last      Day, Grantee, directly or indirectly (e.g., through employees whom Grantee supervised) had      material business contact and/or about whom Grantee obtained confidential information and      trade secrets.  (ix)  “Restricted  Geographic  Area”  means  the  territory  (i.e.:  (i)  state(s),  (ii)  county(ies),  or  (iii)      city(ies)) in which, during the twenty-four (24) months prior to the Last Day, Grantee provided      material services on behalf of the Company (or in which Grantee supervised directly, indirectly,      in whole or in part, the servicing activities).   (x)  “Restricted  Period”  means  the  period  of  Grantee’s employment  with  the  Company  and a      period of twelve (12) months after the Last Day.  Grantee recognizes that the durational term      is reasonably and narrowly tailored to the Company’s legitimate business interest and need for      protection with each position.                                        - 8 -                  





 






          (xi)  “Strategic Joint Venture” means a business arrangement entered into by the Company with            one or more other parties to own and operate an entity in which the Company continues to            have a strategic interest.        (xii) “Workforce  Reduction”  means  a  reduction  in  force,  as  determined  by  the  Company  in            accordance with its standard coding procedures.        G.     Execution.  If Grantee shall fail to execute this Agreement, either manually with a paper  document, or through the online grant agreement procedure with the Company’s designated broker–dealer,  and, if manually executed, return the executed original to the Secretary of the Company, the Award shall be  null and void.  The choice of form will be at the Company’s discretion.        H.     Section 409A.   All Restricted Stock Units granted pursuant to this Agreement are intended  either  to  be  exempt  from  Section  409A  of  the  Code,  or,  if  subject  to  Section  409A  of  the  Code,  to  be  administered,  operated  and  construed  in  compliance  with  Section  409A  of  the  Code  and  any  guidance  issued thereunder.  This Agreement and the Plan shall be administered in a manner consistent with this  intent and any provision that would cause the Agreement or Plan to fail to satisfy the first sentence of this  section shall have no force and effect. Notwithstanding anything contained herein to the contrary, Restricted  Stock Units (and related DERs) that (a) constitute “nonqualified deferred compensation” as defined under  Section 409A of the Code and (b) vest as a consequence of Grantee’s termination of employment, shall not  be delivered until the date that Grantee incurs a “separation from service” within the meaning of Section 409A  of the Code (or, if Grantee is a “specified employee” within the meaning of Section 409A of the Code and  any  guidance  issued  thereunder,  the  date  that  is  six  months  and  one  day  following  the  date  of  such  “separation from service” (or on the date of Grantee’s death, if earlier)).  In addition, each amount to be paid  or benefit to be provided to Grantee pursuant to this Agreement that constitutes deferred compensation  subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of  Section 409A of the Code.                                                           - 9 -    





 






          IN WITNESS WHEREOF, Company has caused this Agreement to be executed on its behalf by its  duly authorized officer, and Grantee has executed this Agreement, each as of the day first above written.                                                                                                "Company"                                                    ATTEST:      HUMANA INC.                   BY:       BY:            JOSEPH C. VENTURA                              BRUCE D. BROUSSARD  Chief Legal Officer & Corporate Secretary            President & Chief Executive Officer                       “Grantee”                                                                        <first_name> <middle_name> <last_name>                                                 - 10 -