As previously disclosed, on July 8, 2008, Humana Inc. was notified by the United States Department of Defense TRICARE Management Activity ("TMA") that it intended to negotiate an extension of Humana Inc.'s current contract with TMA for administration of the TRICARE program in TMA's South Region (the "TRICARE Contract"). An Amendment of Solicitation/Modification of Contract (the "Amendment") to the TRICARE Contract between Humana Military Healthcare Services, Inc. ("HMHS"), a wholly-owned subsidiary of Humana Inc., and TMA became effective as of January 16, 2009. A copy of the Amendment is attached hereto as Exhibit 10 and is incorporated herein by reference.

The Amendment adds one additional one-year option period, Option Period VI (which runs from April 1, 2009 through March 31, 2010) and two additional six-month option periods (Option Period VII runs from April 1, 2010 through September 30, 2010 and Option Period VIII runs from October 1, 2010 through March 31, 2011). The exercise of Option Periods VII and VIII is at the option of TMA. In addition, the Amendment updates the TRICARE Contract terms and conditions to incorporate the three additional option periods and align the clauses governing the Amendment with the latest version of the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.

On January 22, 2009, Humana Inc. was notified by TMA that it intends to exercise its option to extend the TRICARE Contract for Option Period VI.

HMHS, headquartered in Louisville, Kentucky, has been a Department of Defense contractor for the TRICARE program since July 1, 1996. In August 2003, HMHS was awarded the contract to provide health benefits support and services to approximately 2.9 million active duty and retired military and their eligible family members in the ten-state South Region.

(d) Exhibits:

Exhibit No.      Description
10               Amendment of Solicitation/Modification of Contract, dated as of
                 January 16, 2009, by and between Humana Military Healthcare
                 Services, Inc. and the United States Department of Defense TRICARE
                 Management Activity (portions of this exhibit have been omitted
                 pursuant to a request for confidential treatment and filed
                 separately with the SEC).