HUMANA INC. STOCK OPTION AND RESTRICTED STOCK AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN

Exhibit 10(f)

HUMANA INC.

STOCK OPTION AND RESTRICTED STOCK AGREEMENT

AND AGREEMENT NOT TO COMPETE OR SOLICIT

UNDER THE

AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN

THIS AGREEMENT ( “Agreement” ) made as of                      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                     , an employee of the Company (hereinafter referred to as “Grantee” ).

WITNESSETH:

WHEREAS, the Amended and Restated 2003 Stock Incentive Plan (the “Plan” ), for certain employee and non-employee Directors of the Company and its subsidiaries was approved by the Company’s Board of Directors (the “Board” ) and stockholders; and

WHEREAS, the Company desires to grant to Grantee i) an option to purchase shares of common stock of the Company and ii) restricted shares of common stock of the Company in accordance with the Plan.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and other good and valuable consideration, the Company and Grantee agree as follows:

A. Grant of Option . The Company hereby grants to Grantee, as a matter of separate inducement and agreement and not in lieu of salary or other compensation for services, a Non-Qualified Stock Option to purchase              shares of the $.16  ² / 3 par value common stock of the Company (“Common Stock”) at the purchase price of $              per share (the “Option”) exercisable on the terms and conditions set forth herein.

B. Term . The term of the Option shall commence upon the date of grant,                     , and shall expire on                      (“Expiration Date”).

C. Vesting of Option . Except as otherwise set forth herein, this Option shall be exercisable by Grantee or his/her personal representative on and after the first anniversary of the date hereof in cumulative annual installments of one-third of the number of shares covered hereby.

D. Effect of Termination of Employment .

1. If the employment of Grantee by the Company is terminated for Cause, all the rights of Grantee under this Agreement, whether or not exercisable, shall terminate immediately.

2. If the employment of Grantee is terminated for any reason other than for Cause, Retirement, death or Disability, unless otherwise specified herein, all the rights of Grantee under this Agreement then exercisable shall remain exercisable at any time within ninety (90) days after the date of such termination, but in no event beyond the Expiration Date.

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3. In the event of Optionee’s Retirement, (i) to the extent that this Option (or portion hereof) is exercisable as of the date of such Retirement, this Option (or portion hereof) shall be exercisable at any time within two (2) years after the date of Retirement, but in no event beyond the Expiration Date, and only to the extent the Option (or portion hereof) was exercisable at the date of Retirement, and (ii) to the extent that this Option (or portion hereof) is not exercisable as of the date of such Retirement, this Option (or portion hereof) shall continue to vest and become exercisable as if the Optionee were continuing to provide services to the Company or a Subsidiary, as applicable, and this Option (or portion hereof) shall be exercisable at any time within two (2) years following the date on which this Option (or portion hereof) becomes vested and exercisable.

4. In the event of death or Disability of Grantee while in the employ of the Company, this Option shall become immediately exercisable and shall remain exercisable by Grantee or the person or the persons to whom those rights pass by will or by the laws of descent and distribution or, if appropriate, by the legal representative of the Grantee or the estate of the Grantee at any time within two (2) years after the date of such death or Disability, regardless of the Expiration Date.

5. In the event of a Change in Control, as defined in the Plan, the Option granted in Section I shall become fully vested and immediately exercisable in its entirety. In addition, Grantee will be permitted to surrender for cancellation within sixty (60) days after a Change in Control, any portion of this Option to the extent not yet exercised and Grantee will be entitled to receive a payment in an amount equal to the excess, if any, of (x) the greater of (1) the Fair Market Value on the date of surrender of the Shares subject to this Option or portion thereof surrendered, or (2) the Fair Market Value, as Adjusted, of the Shares subject to this Option or portion thereof surrendered, over (y) the aggregate purchase price for such Shares under this Option or portion thereof surrendered. The form of payment shall be determined by the Committee. In the event Grantee’s employment with the Company is terminated other than for Cause within three (3) years following a Change in Control, each Option held by the Grantee that was exercisable as of the date of termination of the Grantee’s employment or service shall remain exercisable for a period ending the earlier of the second anniversary of the termination of the Grantee’s employment or the expiration of the stated term of the Option.

E. Exercise of Option .

1. This Option shall be exercisable only by written notice to the Secretary of the Company at the Company’s principal executive offices, or through the on-line procedure to such broker-dealer as designated by the Company, by Grantee or his/her legal representative as herein provided. Such notice shall state the number of shares to be exercised and shall be signed, or authorized electronically, by Grantee or his/her legal representative, as applicable.

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2. The purchase price shall be paid as follows:

a) In full in cash upon the exercise of the Option; or

b) By tendering to the Company shares of the Common Stock of Company owned by him/her prior to the date of exercise and having an aggregate fair market value equal to the cash exercise price applicable to his/her Option

c) A combination of I.E.(2)(a) and I.E.(2)(b) above; or

d) Through the cashless exercise provisions of the designated broker-dealer as described in the procedures communicated to the Grantee by the Company.

3. Federal, state and local income taxes and other amounts as may be required by law to be collected by the Company in connection with the exercise of this Option shall be paid pursuant to the Plan by Grantee prior to the delivery of any Common Stock under this Agreement.

A. Purchase and Sale of Common Stock . 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 (“Award”). The purchase price, if any, for the Shares shall be determined by the Committee, but shall not be less than par value of $.16  ² / 3  per share.

B. Restrictions on Non-Vested Shares . Until such time as the Shares purchased hereunder have vested in accordance with Section II.C. (Shares which are not vested are referred to herein as “Restricted Stock”), such Restricted Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. In addition, such Restricted Stock shall be subject to forfeiture in accordance with the provisions of Section II.D. Except for the restrictions provided for in this Section II., Grantee shall have all of the rights of a stockholder with respect to Restricted Stock including, but not limited to, the right to vote; provided that any cash or in-kind dividends paid with respect to Restricted Stock shall be withheld by the Company and shall be paid to Grantee, without interest, only when, and if, such Restricted Stock shall become vested (“Dividends”).

C. Vesting of Shares .

1. None of the Restricted Stock shall vest until                     , the third anniversary of the date hereof, at which time it shall vest in full.

2. Notwithstanding the foregoing, upon (i) the death or Disability of Grantee, or (ii) a Change in Control, all restrictions shall lapse and the Restricted Stock and Dividends shall thereafter be immediately transferable and non-forfeitable.

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3. Upon the Restricted Stock becoming vested, such Shares shall be free of all restrictions provided for in this Section II.

D. Forfeiture . Upon the termination of Grantee’s employment with the Company prior to the time the Restricted Stock has vested pursuant to Section I.C., other than a termination in the event of Grantee’s Retirement, the Restricted Stock and Dividends shall thereupon be forfeited immediately by Grantee. In the event of Grantee’s Retirement, any Restricted Stock with respect to which restrictions have not lapsed as of the date of Retirement shall continue to vest, in accordance with the original schedule, as if the Grantee were continuing to provide services to the Company or a Subsidiary, as applicable; provided, however, that the Organization & Compensatio