Unassociated Document


    
      Exhibit
        10.2

       

      AGREEMENT
        AND RELEASE

      


      This
        Agreement and Release (Agreement) is dated as of May 1, 2007 (Today), and
        is
        between Scott A. Storrer, [Address] (you), and Connecticut General Life
        Insurance Company, a Connecticut corporation (the Company).

      


      You
        and
        the Company intend to be legally bound by the Agreement, and are entering
        into
        it in reliance on the promises made to each other in this
        Agreement.  Under the Agreement, your employment will end, and you and
        the Company agree to settle all issues concerning your employment and
        termination of employment.

      


      1.           Your
        Termination Date.  Your employment with the Company will end
        by mutual consent on May 18, 2007 (the Termination Date).  Your formal
        job responsibilities will end Today; however, you agree to be available until
        your Termination Date to assist with transition.

      


      2.           Your
        Promises to the Company.

      


      
        	
                 

              	
                a.

              	
                “CIGNA”
                  means, as used throughout this Agreement, CIGNA Corporation and
                  any
                  subsidiaries or affiliates of CIGNA
                  Corporation.

              


      

      


      
        	
                 

              	
                b.

              	
                You
                  will, on or before your Termination Date, return to CIGNA any CIGNA
                  property that you now have (for example: identification card, access
                  card,
                  office keys, computer, cell phone, Blackberry, company manuals,
                  office
                  equipment, records and files).  You will remain subject to
                  CIGNA’s policies and procedures, including its Code of
                  Ethics.

              


      

      


      
        	
                 

              	
                c.

              	
                You
                  agree that, other than in the good faith performance of your services
                  to
                  CIGNA before your Termination Date, you will not, without first
                  obtaining
                  CIGNA's written permission, (i) disclose any Confidential Information
                  to
                  anyone other than CIGNA employees who have a need to know the Confidential
                  Information or (ii) use any Confidential Information for your benefit
                  or
                  for the benefit of any other person, firm, operation or entity
                  unrelated
                  to CIGNA.  “Confidential Information” means all information
                  including, but not limited to, technical or non-technical data,
                  formulas,
                  computer programs, devices, methods, techniques, processes, financial
                  data, personnel data, customer specific information, confidential
                  customer
                  lists, production and sales information, supplier specific information,
                  cost information, marketing plans and strategies, or other data
                  or
                  information that constitutes a trade secret which is (a) disclosed
                  to or
                  known by you as a consequence of or through your employment with
                  the
                  Company and (b) not generally known to persons, corporations,
                  organizations or others outside of the Company.  After an item
                  of Confidential Information has become public knowledge, you shall
                  have no
                  further obligation under this paragraph 2.c regarding that information
                  so
                  long as you were not responsible, 

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	 	 	directly
                or indirectly, for permitting the information to become public knowledge
                without CIGNA's consent.


      

      


      
        	
                 

              	
                d.

              	
                Until
                  May 18, 2008, you will not, within any part of the United States
                  or any
                  other country where CIGNA currently conducts
                  business:

              


      

      


      
        	
                 

              	
                (1)

              	
                Accept
                  a job as an employee or independent contractor with any of the
                  following
                  businesses or their successors:  Aetna, HealthNet, Humana,
                  United Healthcare, Coventry, Kaiser, Healthcare Service Corporation,
                  WellPoint, The Hartford, Liberty Mutual, MetLife and Illinois Blue
                  Cross
                  Blue Shield (BCBS), BCBS Michigan, CareFirst BCBS, Horizon BCBS,
                  BCBS
                  Minnesota, BCBS Massachusetts, or Blue Shield of
                  California.   

              


      

      


      
        	
                 

              	
                (2)

              	
                Entice,
                  encourage, persuade, or solicit (or attempt to entice, encourage,
                  persuade, or solicit) (collectively solicit) in any manner any
                  of CIGNA’s
                  customers to (a) terminate or alter their business dealings with
                  CIGNA;
                  (b) reduce the volume of their business dealings with CIGNA; or
                  (c) enter
                  into any new business arrangements with you or any business or
                  enterprise
                  with which you may become employed or affiliated in any way after
                  leaving
                  CIGNA, if such business arrangements would compete with, or adversely
                  affect, any business arrangements that such customer has with CIGNA
                  Today
                  or has been planning to establish during the three-month period
                  ending
                  Today.

              


      

      


      
        	
                 

              	
                e.

              	
                Until
                  November 18, 2008, you will not, within any part of the United
                  States or
                  any other country where CIGNA currently conducts
                  business:

              


      

      


      
        	
                 

              	
                (1)

              	
                Entice,
                  encourage, persuade, or solicit (or attempt to entice, encourage,
                  persuade, or solicit) (collectively solicit) any CIGNA employees
                  either to
                  terminate employment with CIGNA or to become employed as an employee
                  or
                  independent contractor by you or by any business that you may become
                  employed by or affiliated in any way with after leaving
                  CIGNA.

              


        	 	 	 


        	 	 	
                This
                  paragraph 2.e(1) shall not apply to applications for employment
                  submitted
                  by CIGNA employees in response to general advertisements or to
                  applications submitted voluntarily by CIGNA employees; provided
                  in both
                  cases that such employees have not been enticed, persuaded, or
                  solicited
                  by you or by anyone acting on your behalf and that you have not
                  been
                  involved, either directly or indirectly, in hiring the employee
                  or
                  identifying the employee as a potential
                  recruit.

              


      

       

      
        	
                 

              	
                f.

              	
                You
                  acknowledge and agree that you serve as an Executive Vice President
                  of
                  CIGNA Corporation with access to CIGNA's Confidential Information,
                  that
                  CIGNA's 

              


      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
        	 	 	business
                competes on a global basis, that CIGNA's sales and marketing plans
                are for
                continued expansion throughout the United States of America and globally,
                and that the global nature of the non-compete and non-solicitation
                restrictions contained in paragraph 2.d and 2.e the time limitations
                contained in paragraph 2.d and 2.e are reasonable and necessary to
                protect
                CIGNA’s legitimate business interests and Confidential
                Information.  You further agree that if any court or arbitrator
                determines that paragraph 2.d and 2.e or any part of it is unenforceable
                because of the duration, area or scope of activities restricted,
                then the
                court or arbitrator shall have the power and authority to reduce
                the
                duration, area or scope to the maximum allowed by applicable law
                and, in
                its reduced form, the provision shall then be enforced and you will
                abide
                by the provision as altered.


      

      


      
        	
                 

              	
                g.

              	
                You
                  agree to cooperate with CIGNA in all investigations of any kind,
                  to assist
                  and cooperate in the preparation and review of documents and in
                  meetings
                  with CIGNA attorneys, and to provide truthful testimony as a witness
                  or a
                  declarant in connection with any present or future court, administrative,
                  agency, or arbitration proceeding involving CIGNA and with respect
                  to
                  which you have relevant information.  CIGNA will reimburse you,
                  upon production of appropriate receipts and in accordance with
                  CIGNA's
                  then existing Business Travel Reimbursement Policy, the reasonable
                  business expenses (including air transportation, hotel, and, similar
                  expenses) incurred by you in connection with such
                  assistance.

              


      

      


      
        	
                 

              	
                h.

              	
                You
                  agree that you will not at any time make any verbal or written
                  statement,
                  whether in public or in private, that disparages in any way CIGNA’s
                  integrity, business reputation, or performance, or disparages any
                  of
                  CIGNA's directors, officers, or employees.  It shall not,
                  however, be a violation of this paragraph for you to make truthful
                  statements (i) when required to do so by a court of law or arbitrator,
                  by
                  any governmental agency having supervisory authority over CIGNA's
                  business
                  or by any administrative or legislative body (including a committee
                  thereof) with actual or apparent jurisdiction to order you to divulge,
                  disclose or make accessible such information or (ii) to the extent
                  necessary with respect to any litigation, arbitration or mediation
                  involving this Agreement, including but not limited to, enforcement
                  of
                  this Agreement.

              


      

      


      
        	
                 

              	
                 3.

              	
                Your
                  Severance Arrangements.

              


      

      


      
        	
                 

              	
                a.

              	
                From
                  Today until your Termination Date, the Company will continue to
                  pay you a
                  salary at your current regular salary rate, and you and your eligible
                  dependents may continue to participate in the Company’s employee benefits
                  programs in accordance with the terms of those programs.  During
                  this period, you agree to remain available for internal consulting
                  and
                  advice to the CEO and other division
                  heads.

              


      

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
        	
                 

              	
                b.

              	
                You
                  agree that you will not be covered by the CIGNA Short-Term Disability
                  Plan
                  or CIGNA Long-Term Disability Plan after
                  Today.

              


      

      


      
        	
                 

              	
                c.

              	
                You
                  will receive no further time off benefits for 2007 after
                  Today.

              


      

      


      
        	
                 

              	
                d.

              	
                If
                  you die before the Company pays you all amounts due under paragraph
                  3 of
                  the Agreement, the remaining amounts will be paid to your surviving
                  spouse
                  in accordance with the terms of this Agreement, at the times the
                  payments
                  would have been made to you had you survived.  If you have no
                  surviving spouse, the payment will be made to your estate.  If
                  you die before May 18, 2007, the date you die will automatically
                  be your
                  new Termination Date.  In such case, however, the lump sum
                  payment described in this paragraph 3.f shall be calculated as
                  if you had
                  remained employed until May 18, 2007.  Plan benefits under
                  paragraph 3.j will be payable under the terms of the applicable
                  plan.

              


      

      


      
        	
                 

              	
                e.

              	
                The
                  Company will provide you with 16 bi-weekly payments.  Each of
                  the bi-weekly payments will equal 1/26 of your current annual salary
                  rate.  All payments will be less applicable taxes and
                  withholding.  These payments will be made on CIGNA's regularly
                  scheduled pay days during the period from May 20, 2007 to December
                  28,
                  2007.

              


      

      


      
        	
                 

              	
                f.

              	
                The
                  Company will make a lump sum payment to you equal to 10 bi-weekly
                  salary
                  payments at your current annual salary rate (less applicable taxes and
                  withholding) on or before March 15, 2008, but no earlier than January
                  1,
                  2008.

              


      

      


      
        	
                 

              	
                g.

              	
                For
                  the 7-month period ending December 31, 2007, you will be eligible
                  to
                  continue the Company group health care and life insurance coverages
                  you
                  may have on the same basis as active employees.  During this
                  period, your Company Basic Life Insurance coverage will continue
                  at the
                  Company’s expense.  Under federal law (COBRA), you may elect to
                  continue your Company group health care coverage after your Termination
                  Date.  If you elect COBRA coverage, the Company (1) will
                  subsidize the COBRA rates (that is, you will pay the same rates
                  as if you
                  continued to be employed) for medical coverage through December
                  31, 2007;
                  (2) will not subsidize the rates for medical coverage after December
                  31,
                  2007; and (3) will not subsidize the rates for dental
                  coverage.  You will be billed monthly for COBRA coverage. You
                  may convert certain group benefits coverages to individual coverages
                  under
                  the terms of the Company’s benefits
                  program.

              


      

      


      
        	
                 

              	
                h.

              	
                On
                  or before March 15, 2008, but no earlier than January 1, 2008,
                  the Company
                  will pay you a cash bonus for service performed in 2007 in an amount
                  equal
                  to 33% of your annual bonus target (less applicable taxes and
                  withholding).

              


      

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
        	
                 

              	
                i.

              	
                With
                  respect to the previously-awarded Strategic Performance Units (2005,
                  2006
                  and 2007) the Company will make a lump sum cash payment to you
                  (less
                  applicable taxes and withholding), on or before March 15, 2008,
                  but no
                  earlier than January 1, 2008, based on a Unit Value of $75 and
                  a prorated
                  number of Units as follows:

              


      

      


      Number
        of Units

      78%
        of
        units granted for 2005-2007

      44%
        of
        units granted for 2006-2008

      0%
        of
        units granted for 2007-2009

      


      
        	
                 

              	
                j.

              	
                Any
                  benefits you may have earned under the CIGNA Deferred Compensation,
                  Pension, Supplemental Pension, and 401(k) Plans will be paid to
                  you under
                  the provisions of those plans.

              


      

      


      
        	
                 

              	
                k.

              	
                Until
                  your Termination Date any options on CIGNA Corporation stock that
                  you hold
                  will continue to vest under the terms of the applicable plan and
                  your
                  applicable grant letter, including the attachment to the grant
                  letter that
                  contains terms and conditions that you must continue to
                  honor.  You may exercise vested options only in accordance with
                  the terms of the plan and grants.  Any unexercised and unvested
                  options will expire on your Termination Date in accordance with
                  the terms
                  of the applicable plans and grant
                  letters.

              


      

      


      
        	
                 

              	
                l.

              	
                The
                  Company will make a lump sum cash payment to you in the amount
                  of $10,000
                  (less applicable taxes and withholdings) on or before March 15,
                  2008, but
                  no earlier than January 1, 2008,
                  for:

              


      

      


      
        	
                 

              	
                (1)

              	
                Executive
                  Financial Services through year-end
                  2007;

              


      

      


      
        	
                 

              	
                (2)

              	
                Reasonable
                  tax preparation fees incurred for income tax returns for income
                  through
                  year-end 2007.

              


      

      


      
        	
                 

              	
                m.

              	
                The
                  Company will provide you with Executive outplacement, including
                  office
                  space and secretarial staff, in accordance with the Company’s standard
                  program for executive level employees in effect Today.  This
                  will not extend beyond March 15,
                  2008.

              


      

      


      
        	
                 

              	
                n.

              	
                With
                  respect to shares of restricted CIGNA Corporation stock (RSGs)
                  that you
                  hold on your Termination Date, the Company will, on or before March
                  15,
                  2008, but no earlier than January 1, 2008, pay you a lump sum cash
                  payment
                  calculated by multiplying the average closing price of a share
                  of CIGNA
                  Corporation stock during the 30-day trading period ending on your
                  Termination Date by the sum of (1) the number of outstanding RSGs
                  awarded
                  to you on March 3, 2003 and (2) 997 of the RSGs awarded to you
                  on August
                  6, 2006.   The numbers of shares in
                  

              


      

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
        	 	 	(1)
                and (2) above shall be adjusted as needed for any stock split, stock
                dividend or other subdivision or combination.  The payment will
                be less applicable taxes and withholding.


      

      


      
        	
                 

              	
                o.

              	
                You
                  will receive no other money from the Company except as provided
                  in this
                  Agreement.

              


      

       

      
        	
                 

              	
                 4.

              	
                Acknowledgment
                  and Release of Claims.

              


      

      


      
        	
                 

              	
                a.

              	
                You
                  acknowledge that there are various local, state, and federal laws
                  that
                  prohibit, among other things, employment discrimination on the
                  basis of
                  age, sex, race, color, national origin, religion, disability, sexual
                  orientation, or veteran status and that these laws are enforced
                  through
                  the Equal Employment Opportunity Commission, Department of Labor,
                  and
                  state or local human rights agencies.  Such laws include,
                  without limitation, Title VII of the Civil Rights Act of 1964 (Title
                  VII);
                  the Age Discrimination in Employment Act (ADEA); the Americans
                  with
                  Disabilities Act (ADA); the Employee Retirement Income Security
                  Act
                  (ERISA); 42 U.S.C. Section 1981; the Family and Medical Leave Act
                  (FMLA);
                  the Fair Labor Standards Act (FLSA), etc., as each may have been
                  amended, and other state and local human or civil rights laws,
                  as well as
                  other statutes which regulate employment; and the common law of
                  contracts
                  and torts.  You acknowledge that the Company has not (i)
                  discriminated against you in contravention of these laws; (ii)
                  breached
                  any contract with you; (iii) committed any civil wrong (tort) against
                  you;
                  or (iv) otherwise acted unlawfully toward
                  you.

              


      

      


      You
        further acknowledge that the Company has paid and, upon payment of the amounts
        provided for in this Agreement, will have paid you: (1) all salary, wages,
        bonuses and other compensation that might be due to you; and (2) all
        reimbursable expenses, if any, to which you may be entitled.

      


      
        	
                 

              	
                b.

              	
                On
                  behalf of yourself, your heirs, executors, administrators, successors
                  and
                  assigns, you hereby unconditionally release and discharge CIGNA,
                  the
                  various Plan Fiduciaries for the benefit plans maintained by or
                  on behalf
                  of CIGNA, and their successors, assigns, affiliates, shareholders,
                  directors, officers, representatives, agents and employees (collectively
                  “Released Person”) from all claims (including claims for attorneys’ fees
                  and costs), charges, actions and causes of action, demands, damages,
                  and
                  liabilities of any kind or character, in law or equity, suspected
                  or
                  unsuspected, past or present, that you ever had, may now have,
                  or may
                  later assert against any Released Person, arising out of or related
                  to
                  your employment with, or termination of employment from, the
                  Company.  To the fullest extent permitted by law, this release
                  includes, but is not limited to:  (a) claims arising under
                  the ADEA, the Older Workers Benefit Protection Act, the
                  

              


      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      
        	 	 	Workers’
                Adjustment and Retraining Notification Act, ERISA, FMLA, ADA, FLSA,
                and
                any other federal, state, or local law prohibiting age, race, color,
                gender, creed, religion, sexual preference/orientation, marital status,
                national origin, mental or physical disability, veteran status, or
                any
                other form of unlawful discrimination or claim with respect to or
                arising
                out of your employment with or termination from the Company, including
                wage claims; (b) claims (whether based on common law or otherwise)
                arising out of or related to any contract (whether express or implied);
                (c) claims under any federal, state or local constitutions, statutes,
                rules or regulations; (d) claims (whether based on common law or
                otherwise) arising out of any kind of tortious conduct (whether
                intentional or otherwise) including but not limited to, wrongful
                termination, defamation, violation of public policy; and (e) claims
                included in, related to, or which could have been included in any
                presently pending federal, state or local lawsuit filed by you or
                on your
                behalf against any Released Person, which you agree to immediately
                dismiss
                with prejudice.


      

      


      For
        purposes of implementing a full and complete release and discharge of all
        Released Persons, you expressly acknowledge that this release is intended
        to
        include not only claims that are known, anticipated, or disclosed, but also
        claims that are unknown, unanticipated, or undisclosed.  You are aware
        that there may be discovery of claims or facts in addition to or different
        from
        those known or believed to be true with respect to the matters related
        herein.  Nevertheless, it is your intention to fully, finally, and
        forever settle and release all such matters, and all claims related thereto,
        which now exist, may exist, or heretofore have existed between you and any
        Released Person, whether suspected or unsuspected.  In furtherance of
        such intention, this Agreement shall be and remain in effect as a full and
        complete release of all such matters, notwithstanding the discovery or existence
        of any additional or different claims or facts relative thereto.

      


      You
        also
        understand that by signing this Agreement you are giving up any right to
        become,
        and you are promising not to consent to become, a member of any class in
        a case
        in which claims are asserted against any Released Person that are related
        in any
        way to your employment with or termination of employment from the Company,
        and
        that involve events that occurred as of the date you signed this
        Agreement.  If you, without your prior knowledge and consent, are made
        a member of a class in any such proceeding, you will opt out of the class
        at the
        first opportunity afforded to you after learning of your
        inclusion.  In this regard, you will execute, without objection or
        delay, an “opt-out” form presented to you either by the court in which such
        proceeding is pending or by counsel for any Released Person who is made a
        defendant in any such proceeding.

      


      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      
        	
                 

              	
                c.

              	
                This
                  Release does not include (and you and the Company are not
                  releasing):

              


      

      


      
        	
                 

              	
                (1)

              	
                any
                  claims against the Company for promises it is making to you in
                  this
                  Agreement;

              


      

      


      
        	
                 

              	
                (2)

              	
                any
                  claims for benefit payments to which the Plan Administrator determines
                  you
                  are entitled under the terms of any retirement, savings, or other
                  employee
                  benefit programs in which the Company participates (but your Release
                  does
                  cover any claims you may make for severance benefits beyond those
                  described or referred to in this Agreement and any claims for benefits
                  beyond those provided under the terms of the applicable
                  plan);

              


      

      


      
        	
                 

              	
                (3)

              	
                any
                  claims covered by workers compensation or other laws that are not,
                  or may
                  not be, as a matter of law, releasable or
                  waivable;

              


      

      


      
        	
                 

              	
                (4)

              	
                any
                  rights you have to indemnification under the Company’s (and, if
                  applicable, any Company affiliate’s) by-laws, directors and officers
                  liability insurance or this Agreement or any rights you may have
                  to obtain
                  contribution as permitted by law in the event of entry of judgment
                  against
                  you as a result of any act or failure to act for which you and
                  any Company
                  Affiliated Party are jointly liable;
                  and

              


      

      


      
        	
                 

              	
                (5)

              	
                any
                  claims that you did not knowingly and voluntarily waive your rights
                  under
                  the ADEA.

              


      

      


      5.           No
        Mitigation, No Offset.  You shall have no duty to seek other
        employment and there shall be no offset against amounts due under this Agreement
        on account of any remuneration you may receive attributable to any subsequent
        employment or self-employment.

      


      6.           No
        Admission of Wrongdoing.  Just because the Company is
        entering into this Agreement and paying you money, the Company is not admitting
        that it (or any Released Person) has done anything wrong or violated any
        law,
        rule, order, policy, procedure, or contract, express or implied, or otherwise
        incurred any liability.  Similarly, by entering into this Agreement,
        you are not admitting that you have done anything wrong or violated any law,
        rule, order, policy, procedure, or contract, express or implied, or otherwise
        incurred any liability.

      


      7.           Applicable
        Law.  This Agreement is being made in
        Pennsylvania.  It will be interpreted, enforced and governed under the
        laws of Pennsylvania (without regard to its conflict of laws principles);
        provided, however, that your eligibility for, or the amount of any, employee
        benefits shall be subject to the terms of the benefit plans and the provisions
        of the Employee Retirement Income Security Act of 1974, as amended
        (ERISA).

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      8.           Arbitration.  Without
        in any way affecting the release in paragraph 4, any and all disagreements,
        disputes or claims listed below will be resolved exclusively by arbitration
        in
        the Philadelphia, Pennsylvania area.  Arbitration will be conducted in
        accordance with the Employment Dispute Resolution Rules of the American
        Arbitration Association, as modified by Company.  Copies of the
        Arbitration Policy and Rules and Procedures have been provided to
        you.  A legal judgment based upon the Arbitrator’s award may be
        entered in any court having jurisdiction over the matter.  Each party
        shall be liable for its own costs and expenses (including attorneys’
fees).  You and the Company agree to arbitrate anything:

      


      
        	
                 

              	
                a.

              	
                related
                  in any way to this Agreement or how it is interpreted or implemented
                  (including the validity of your ADEA waiver);
                  or

              


      

      


      
        	
                 

              	
                b.

              	
                that
                  involves your employment with Company or the termination of that
                  employment, including any disputes arising under local, state or
                  federal
                  statutes or common law (if for any reason your release and waiver
                  under
                  paragraph 4 is found to be unenforceable or
                  inapplicable).

              


      

      


      9.           Final
        and Entire Agreement.  This Agreement is intended to be the
        complete, entire and final agreement between you and the Company.  It
        fully replaces all earlier agreements or understandings; however, it does
        not
        replace the terms of any employee benefit plan or terms included in any stock
        option or restricted stock grant; provided that the covenants and provisions
        in
        paragraphs 2, 4 and 8 above supersede in their entirety any similar provisions
        in any employee benefit plan.  Neither you nor the Company has relied
        upon any other statement, agreement or contract, written or oral, in deciding
        to
        enter into this Agreement.  Any amendment to this Agreement must be in
        writing and signed by both you and the Company.  Any waiver by any
        person of any provision of this Agreement shall be effective only if in writing,
        specifically referring to the provision being waived and signed by the person
        against whom enforcement of the waiver is being sought.  No waiver of
        any provision of this Agreement shall be effective as to any other provision
        of
        this Agreement except to the extent specifically provided in an effective
        written waiver.  If any provision or portion this Agreement is
        determined to be invalid or unenforceable in a legal forum with competent
        jurisdiction to so determine, the remaining provisions or portions of this
        Agreement shall remain in full force and effect to the fullest extent permitted
        by law and the invalid or unenforceable provisions or portions shall be deemed
        to be reformed so as to give maximum legal effect to the agreements of the
        parties contained herein.  The parties agree to amend the Agreement to
        change the timing of any payments under the Agreement as needed to avoid
        the
        imposition on you of any penalty tax under section 409A of the Internal Revenue
        Code.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      10.           Indemnification

      


      
        	
                 

              	
                a.

              	
                You
                  shall be entitled to indemnification by the Company (and, if applicable,
                  any other Company affiliate) to the fullest extent permitted or
                  authorized
                  by its (or their) by-laws against all expenses (including attorneys’
                  fees), judgments, fines and amounts paid in settlement actually
                  and
                  reasonably incurred or sustained by you, in connection with any
                  action,
                  suit or proceeding, whether civil, criminal, administrative or
                  investigative, to which you may be made a party (or are threatened
                  to be
                  made a party) (each a Proceeding), by reason of your having been
                  an
                  officer, employee or director of the Company or an officer, employee
                  or
                  director of any other Company affiliate (including service at the
                  request
                  of or on behalf of CIGNA as a director, officer, member, employee,
                  consultant or agent of another corporation, limited liability corporation,
                  partnership, joint venture, trust or other entity, including service
                  with
                  respect to employee benefit plans), whether or not the basis of
                  such
                  Proceeding is your alleged action in an official capacity while
                  serving in
                  such capacities, and such indemnification shall continue as to
                  you even
                  though you have ceased to be an officer, member, employee, consultant
                  or
                  agent of CIGNA or any other entity and shall inure to the benefit
                  of your
                  heirs, executors and
                  administrators.

              


      

      


      
        	
                 

              	
                b.

              	
                The
                  Company or applicable affiliate shall advance to you all reasonable
                  costs
                  and expenses that you incur in connection with any Proceeding as
                  provided
                  under the by-laws of the Company or applicable affiliate after
                  receipt by
                  the Company of a written request for such advance that includes
                  an
                  undertaking by you to repay the amount of such advance if it shall
                  ultimately be determined that you are not entitled to be indemnified
                  against such costs and expenses.  The amount of such obligation
                  to repay shall be limited to the after-tax amount of any such advance
                  except to the extent you are able to offset such taxes incurred
                  on the
                  advance by the tax benefit, if any, attributable to a deduction
                  for
                  repayment.

              


      

      


      
        	
                 

              	
                c.

              	
                Neither
                  the failure of the Company nor any Company affiliate (including
                  their
                  respective boards of directors, independent legal counsel or stockholders)
                  to have made a determination prior to the commencement of any Proceeding
                  concerning payment of amounts claimed by you that indemnification
                  of you
                  is proper because you have met the applicable standard of conduct,
                  nor a
                  determination by the Company or any Company affiliate (including
                  their
                  respective boards of directors, independent legal counsel or stockholders)
                  that you have not met such applicable standard of conduct, shall
                  create a
                  presumption or inference that you have not met the applicable standard
                  of
                  conduct.

              


      

      


      
        	
                 

              	
                d.

              	
                Nothing
                  in this paragraph 10 shall be construed as reducing or waiving
                  any right
                  to indemnification, or advancement of expenses, you would otherwise
                  have
                  under the by-laws of the Company or any affiliate or any rights
                  you may
                  have under any 

              


      

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

      
        	 	 	directors’
                and officers’ liability policies maintained by the Company or any
                affiliates.


      

      


      11.           Your
        Understanding.  By signing this Agreement, you admit and
        agree that:

      


      
        	
                 

              	
                a.

              	
                You
                  have read this Agreement.

              


      

      


      
        	
                 

              	
                b.

              	
                You
                  understand it is legally binding, and you were advised to review
                  it with a
                  lawyer of your choice.

              


      

      


      
        	
                 

              	
                c.

              	
                You
                  have had (or had the opportunity to take) at least 21 calendar
                  days to
                  discuss it with a lawyer of your choice before signing it and,
                  if you sign
                  it before the end of that period, you do so of your own free will
                  and with
                  the full knowledge that you could have taken the full
                  period.

              


      

      


      
        	
                 

              	
                d.

              	
                You
                  realize and understand that the release covers certain claims,
                  demands,
                  and causes of action against the Company and any Released Persons
                  relating
                  to your employment or termination of employment, including those
                  under
                  ADEA.

              


      

      


      
        	
                 

              	
                e.

              	
                You
                  understand that the terms of this Agreement are not part of an
                  exit
                  incentive or other employment termination program being offered
                  to a group
                  or class of employees.

              


      

      


      
        	
                 

              	
                f.

              	
                You
                  are signing this Agreement knowingly, voluntarily and with the
                  full
                  understanding of its consequences, and you have not been forced
                  or coerced
                  in any way.

              


      

      


      12.           Revoking
        the Agreement.  You have seven calendar days from the date
        you sign this Agreement to revoke and cancel it.  To do that, a clear,
        written cancellation letter, signed by you, must be received by Charlene
        Parsons, CIGNA Corporation, 1601 Chestnut Street TL18K, Philadelphia, PA,
        19192
        before 5:00 p.m. Eastern Time on the seventh calendar day following the date
        you
        sign this Agreement.  The Agreement will have no force and effect
        until the end of that seventh day; provided that, during such seven-day period,
        the Company shall not be able to revoke this Agreement or cancel
        it.

      


      13.           If
        Legal Action Is Started by You. You understand and agree that the
        Company's main reason for entering into this Agreement is to avoid lawsuits
        and
        other litigation.  Therefore, if any legal action covered by this
        Agreement (other than claims excluded from the release provisions of this
        Agreement) is started by you (or by someone else on your behalf) against
        any
        Released Person, you agree to withdraw such proceeding or claim with
        prejudice.

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      If
        you
        fail to withdraw such proceeding or claim within 30 days of receipt of written
        notice from the Released Person requesting that you withdraw such proceeding
        or
        claim (or in the case of a class action, within 30 days of the later of such
        request or your being given the opportunity to opt out), then in addition
        to any
        other equitable or legal relief that the Company may be entitled
        to:

      


      
        	
                 

              	
                a.

              	
                The
                  Company may withhold or retain all or any portion of the amounts
                  due
                  hereunder until such proceeding or claim is withdrawn by
                  you;

              


      

      


      
        	
                 

              	
                b.

              	
                You
                  agree to pay back to the Company within 60 days after receipt of
                  written
                  notice from the Company all the money you receive under paragraph
                  3
                  (except sub-paragraphs 3.a and 3.j);
                  and

              


      

      


      
        	
                 

              	
                c.

              	
                You
                  agree to pay the Company the reasonable costs and attorneys' fees
                  it
                  incurs in defending such action.

              


      

      


      You
        represent that as of Today you have not assigned to any other party, and
        agree
        not to assign, any claim released by you under this Agreement.  (If
        you claim that your release of ADEA claims was not knowing and voluntary,
        the
        Company reserves its right to recover from you its attorneys’ fees and/or costs
        in defending that claim, at the conclusion of that action.)

      


      Upon
        a
        finding by a court of competent jurisdiction or arbitrator that a release
        or
        waiver of claims provided for by paragraph 4 above is illegal, void or
        unenforceable, the Company or you, as the case may be, may require the other
        party to execute promptly a release that is legal and enforceable and does
        not
        extend to Claims not released under paragraph 4.  If you fail to
        execute such a release within a reasonable period of time, then this Agreement
        shall be null and void from Today on, and any money paid to you by the Company
        after Today under paragraph 3 (except sub-paragraphs 3.a and 3.j) and not
        previously returned to the Company, will be treated as an
        overpayment.  You will have to repay that overpayment to the Company
        with interest, compounded annually at the rate of 6%.  However, the
        repayment provision in this paragraph does not apply to legal actions in
        which
        you claim that your release of ADEA claims was not knowing and
        voluntary.

      


      This
        paragraph 13 does not apply to any thing of value given to you for which
        you
        actually performed services and by law you are entitled to receive.

      


      This
        Paragraph 13 is not intended to prevent you from instituting legal action
        for
        the sole purpose of enforcing this Agreement or from filing a charge with,
        or
        participating in an investigation conducted by, the Equal Employment Opportunity
        Commission or any comparable state human rights agency; provided however,
        that
        you expressly waive and relinquish any right you might have to recover damages
        or other relief, whether equitable or legal, in any such proceeding concerning
        events or actions that arose on or before the date you signed this
        Agreement.  You agree to inform the EEOC, any other governmental


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      agency,
        any court or any arbitration organization that takes jurisdiction over any
        matter relating to your employment or termination of employment that this
        Agreement constitutes a full and final settlement by you of all claims released
        hereunder.

      


      14.           Representations.
         The Company represents and warrants that (a) the
        execution, delivery and performance of this Agreement has been fully and
        validly
        authorized by all necessary corporate action (including, without limitation,
        by
        any action required to be taken by the board of directors of the Company
        or any
        affiliate, any committee of such board or any committee or designee
        administering the applicable CIGNA plans, including the Incentive Plan);
        (b) the officer signing this Agreement on behalf of the Company is duly
        authorized to do so; (c) the execution, delivery and performance of this
        Agreement does not violate any applicable law, regulation, order, judgment
        or
        decree or any agreement, plan or corporate governance document to which the
        Company or any affiliate is a party or by which it is bound; and (d) upon
        execution and delivery of this Agreement by the parties, it shall be a valid
        and
        binding obligation of the Company enforceable against it in accordance with
        its
        terms, except to the extent that enforceability may be limited by applicable
        bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally.

      


      15.           Notices.  Except
        as provided below, any notice, request or other communication given in
        connection with this Agreement shall be in writing and shall be deemed to
        have
        been given (a) when personally delivered to the recipient or (b) provided
        that a
        written acknowledgement of receipt is obtained, three days after being sent
        by
        prepaid certified or registered mail, or two days after being sent by a
        nationally recognized overnight courier, to the address specified in this
        paragraph 16 (or such other address as the recipient shall have specified
        by ten
        days’ advance written notice given in accordance with this paragraph
        16).  Such communication shall be addressed to you as follows (unless
        such address is changed in accordance with this paragraph 16):

      


      Scott
        A.
        Storrer

      [Address]

      


      and
        to
        the Company or CIGNA as follows:

      


      Charlene
        Parsons

      CIGNA
        Corporation

      1601
        Chestnut Street TL18K

      Philadelphia,
        PA, 19192

      


      However,
        CIGNA and you may deliver any notices or other communications related to
        any
        employee benefit or compensation plans, programs or arrangements in the same
        

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      manner
        that similar communications are delivered to or from other current or former
        employees, including by electronic transmission and first class
        mail.

      


      16.           Successors
        and Assigns.  This Agreement will be binding on and inure to
        the benefit of the parties and their respective successors, heirs (in your
        case)
        and permitted assigns.  No rights or obligations of the Company under
        this Agreement may be assigned or transferred without your prior written
        consent, except that such rights or obligations may be assigned or transferred
        pursuant to a merger or consolidation in which the Company is not the continuing
        entity, or a sale, liquidation or other disposition of the assets of the
        Company, provided that the assignee or transferee is the successor to the
        Company (or in connection with a purchase of Company assets, assumes the
        liabilities, obligations and duties of the Company under this Agreement),
        either
        contractually or as a matter of law.  Your rights or obligations under
        this Agreement may not be assigned or transferred by you, without the Company’s
        prior written consent, other than your rights to compensation and benefits,
        which may be transferred only by will or operation of law or pursuant to
        the
        terms of the applicable plan, program, grant or agreement of CIGNA or the
        Company.  In the event of your death or a judicial determination of
        your incompetence, references in this Agreement to you shall be deemed to
        refer,
        where appropriate, to your legal representative, or, where appropriate, to
        your
        beneficiary or beneficiaries.

      


      17.           This
        Agreement is not effective or binding on either party until fully signed
        by both
        parties.

      


      The
        persons named below have signed this Agreement on the dates shown
        below:

      


      


      
        	
                May
                  1, 2007

              	
                /s/
                  John M. Murabito

              
	
                Date

              	
                John
                  M. Murabito

              
	 	
                on
                  behalf of Connecticut General Life Insurance Company

              
	 	 
	 	 
	
                May
                  1, 2007

              	
                /s/
                  Scott A. Storrer

              
	
                Date

              	
                Scott
                  A. Storrer

              


      

       

      14