Exhibit 10.17





Exhibit 10.17




CIGNA SUPPLEMENTAL 401(k) PLAN

(Effective as of January 1, 2010)




CIGNA Corporation is adopting the CIGNA Supplemental 401(k) Plan (“Plan”), effective as of January
1, 2010, to provide Participants certain benefits not available under the CIGNA 401(k) Plan.



ARTICLE 1

Definitions




These terms have the following meanings under the Plan.




	1.1	 	401(k) Plan — the CIGNA 401(k) Plan, or any successor plan.






	1.2	 	Account — the separate bookkeeping account established for a Participant that represents the
Company’s unfunded, unsecured obligation to make future payments to the Participant.





1.3 Affiliate — the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.




	1.4	 	Beneficial Owner and Beneficially Owned — the meaning set forth in Rule 13d-3 promulgated
under the Exchange Act.






	1.5	 	Beneficiary — the same person or persons who receive payment of Participant’s 401(k) Plan
account balance after Participant’s death under the terms of the 401(k) Plan.






	1.6	 	Board Committee — the People Resources Committee of the Board of Directors, or any successor
committee.






	1.7	 	Board of Directors — the board of directors of CIGNA Corporation.






	1.8	 	Change of Control — any of these events:






	 	(a)	 	a corporation, person or group acting in concert, as described in Exchange
Act Section 14(d)(2), holds or acquires beneficial ownership within the meaning of
Rule 13d-3 promulgated under the Exchange Act of a number of preferred or common
 shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA
Corporation’s then outstanding securities; or






	 	(b)	 	there is consummated a merger or consolidation of CIGNA Corporation or any
direct or indirect subsidiary of CIGNA Corporation with any other corporation, other
than:






	 	(1)	 	a merger or consolidation immediately following which the
individuals who constituted the Board of Directors immediately prior thereto
constitute at least a majority of the board of directors of the entity
surviving such merger or consolidation or the ultimate parent thereof, or






	 	(2)	 	a merger or consolidation effected to implement a
recapitalization of CIGNA Corporation (or similar transaction) in which no
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of CIGNA Corporation (not including in the securities Beneficially
Owned by such Person any securities acquired directly from CIGNA Corporation
or its Affiliates) representing 25% or more of the combined voting power of
the CIGNA Corporation’s then outstanding securities; or




 












 











	 	(c)	 	a change occurs in the composition of the Board of Directors at any time
during any consecutive 24-month period such that the Continuity Directors cease for
any reason to constitute a majority of the Board of Directors. For purposes of the
preceding sentence “Continuity Directors” shall mean those members of the Board of
Directors who either: (1) were directors at the beginning of such consecutive 24-month
period; or (2) were elected by, or on nomination or recommendation of, at least a
majority of the Board of Directors (other than a director whose initial assumption of
office is in connection with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the election of directors of CIGNA
Corporation); or






	 	(d)	 	the shareholders of CIGNA Corporation approve a plan of complete liquidation
or dissolution of CIGNA Corporation or there is consummated an agreement for the sale
or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation’s
assets, other than a sale or disposition by CIGNA Corporation of all or substantially
all of CIGNA Corporation’s assets immediately following which the individuals who
constituted the Board of Directors immediately prior thereto constitute at least a
majority of the board of directors of the entity to which such assets are sold or
disposed or any parent thereof.






Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred
by virtue of the consummation of any transaction or series of integrated transactions
immediately following which the record holders of the common stock of CIGNA Corporation
immediately prior to such transaction or series of transactions continue to have
substantially the same proportionate ownership in an entity which owns all or substantially
all of the assets of CIGNA Corporation immediately following such transaction or series of
transactions.




	1.9	 	Code — the Internal Revenue Code of 1986, as amended.






	1.10	 	Company — CIGNA Corporation and each Subsidiary that has been authorized by the Chief
Executive Officer of CIGNA Corporation to participate in the Plan.




 


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	1.11	 	Corporate Committee — the CIGNA Corporation Corporate Benefit Plan Committee, or any
successor committee.






	1.12	 	Deferred Compensation Plan — the CIGNA Deferred Compensation Plan of 2005 (Effective as of
January 1, 2005), as it may be amended or restated.






	1.13	 	Eligible Earnings — “Eligible Earnings” as defined under the 401(k) Plan.
	 
	1.14	 	ERISA — the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.15	 	Exchange Act — the Securities Exchange Act of 1934, as amended.






	1.16	 	Participant — an employee of a Company who becomes eligible to participate in the Plan in
accordance with the terms and conditions of the Plan.






	1.17	 	Person — the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include (a) CIGNA
Corporation or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities
under an employee benefit plan of CIGNA Corporation or any of its Affiliates, (c) an
underwriter temporarily holding securities pursuant to an offering of such securities, or (d)
a corporation owned, directly or indirectly, by the stockholders of CIGNA Corporation in substantially
the same proportions as their ownership of stock of CIGNA Corporation.






	1.18	 	Plan — the CIGNA Supplemental 401(k) Plan (Effective as of January 1, 2010), as it may be
amended or restated.






	1.19	 	Plan Administrator — the person or committee charged with responsibility for administration
of the Plan.






	1.20	 	Plan Year — the calendar year January 1 to December 31.






	1.21	 	Retirement — A Participant’s termination of employment, after appropriate notice to the
Company, on or after the later of Participant’s 55th birthday or the date
Participant completes five years of Company service, as calculated under the service-counting
rules used to determine eligibility for benefits under the Company’s medical plan for
retirees.






	1.22	 	Separation from Service — a Participant’s death, retirement or other termination of
employment, from the Participant’s employer or service recipient within the meaning of
Treasury Regulation Section 1.409A-1(h). For this purpose, the level of reasonably
anticipated, permanently reduced, bona fide services that will be treated as a Separation from
Service is 30%. Generally, a Participant’s Separation from Service occurs when the
Participant’s level of services to CIGNA Corporation and its affiliates is reduced by 70% or
more.




 


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	1.23	 	Subsidiary — a corporation (or a partnership, joint venture or other unincorporated entity)
of which more than 50% of the combined voting power of all classes of stock entitled to vote
(or more than 50% of the capital, equity or profits interest) is owned directly or indirectly
by CIGNA Corporation; provided that such corporation (or other entity) is included in CIGNA
Corporation’s consolidated financial statements under generally accepted accounting
principles.






	1.24	 	Valuation Date — the date(s) to be determined by the Plan Administrator for valuing
Accounts, provided that the last business day of each month shall be a Valuation Date.





ARTICLE 2

Participation; Non-Elective Deferrals




2.1 Eligibility. The Plan is intended primarily to provide deferred compensation for a select
group of management and highly compensated employees. Any Company employee who meets the
eligibility rules described in Section 2.2 shall be eligible to participate in the Plan and become
a Participant.



2.2 Participation. Any Company employee who, for any Plan Year starting after December 31, 2009,
meets the requirements described in sub-Sections (a) and (b) below shall be eligible to participate
in the Plan for that Plan Year, shall become a Participant as of that Plan Year, and shall remain a
Participant until his/her Account is completely paid under Article 4. To be eligible to
participate in the Plan for any Plan Year, a Company employee must:




	(a)	 	Either:






	 	(1)	 	Defer, under the terms of the Deferred Compensation Plan, Eligible Earnings
otherwise payable during the Plan Year; or






	 	(2)	 	Receive compensation during the Plan Year that would qualify as Eligible
Earnings but for the fact that it exceeds the limit on includable compensation under
Code section 401(a)(17); and






	(b)	 	Be employed by the Company on the last day of the Plan Year, unless the employee’s
termination of employment during the Plan Year is on account of death or Retirement.





The Plan Administrator shall establish an Account for each Participant under the Plan as of the
first Plan Year that he or she becomes a Participant.



 


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	2.3	 	Non-Elective Deferral. As of December 31 of each Plan Year, a non-elective deferral shall be
credited to the Account of a Participant who, for that Plan Year, meets the eligibility rules
described in Section 2.2. The credit shall equal the sum of:






	(a)	 	1.5% of the amount of the Participant’s otherwise Eligible Earnings for the Plan Year that
Participant has deferred under the Deferred Compensation Plan; and






	(b)	 	1.5% of the amount of compensation Participant receives during the Plan Year, to the extent
such compensation would have been Eligible Earnings under the 401(k) Plan but for the fact
that such compensation was in excess of the compensation limit under Code section 401(a)(17)
for that year.





Any compensation that is used as the basis for a credit under paragraph (a) shall not be used as
the basis for a credit under paragraph (b).



ARTICLE 3

Deferred Compensation Account





	3.1	 	Account Credits.






	(a)	 	The Plan Administrator shall establish and maintain an Account for each Participant. The
Plan Administrator shall credit to the Participant’s Account any non-elective deferrals in
accordance with Section 2.3. Such credit shall be made effective as of January 1 of the year
following the Plan Year to which the non-elective deferral is attributable.






	(b)	 	The Plan Administrator shall also credit to the Participant’s Account any hypothetical income
on the deferred compensation. The credit for hypothetical income shall be as provided in
Section 3.3.






	3.2	 	Account Balance. The balance of each Participant’s Account shall include non-elective deferred
compensation credited to the Participant under this Plan and any related hypothetical income. The
Plan Administrator shall determine each Participant’s Account balance as of each Valuation Date.
The Plan Administrator shall provide each Participant an Account statement at least annually, and
such statement may be delivered electronically.






	3.3	 	Hypothetical Investment of Account.






	(a)	 	A Participant’s Account shall be treated as invested in the hypothetical investment described
in Section 3.3(b). The Plan Administrator shall credit to the Participant’s Account
hypothetical income based on the performance of the applicable hypothetical investment. The
Plan Administrator shall have authority to adopt, and from time to time change, the rules
and procedures for crediting hypothetical income, provided that hypothetical income shall
be credited no less than once each month.






	(b)	 	The hypothetical investment under the Plan shall be a rate of return equal to the interest
rate under the 401(k) Plan’s Fixed Income Fund, or a successor fund that provides a positive
rate of return determined in advance. The Corporate Committee shall determine the applicable
hypothetical investment if there is no such successor fund.





 


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	(c)	 	If a Change of Control occurs:






	 	(1)	 	For a three-year period beginning on the effective date of a Change of
Control, the Company (and any successor) shall neither terminate the Plan nor stop or
reduce the rate of non-elective deferrals described in Section 2.3; and






	 	(2)	 	The hypothetical investment rate of return under Section 3.3 shall be no less
than the greater of (A) the rate described in Section 3.3(b) or (B) the Ten-year
Constant Treasury Maturity Yield as reported by the Federal Reserve Board, based upon
the November averages for the preceding year, plus 50 basis points.






	3.4	 	Vesting. A Participant shall be vested in his or her Account balance to the extent he or she
is vested in his or her account under the 401(k) Plan.





ARTICLE 4

Payment of Benefits





	4.1	 	Time and Form of Payment. 






	(a)	 	Vested amounts credited to Participant’s Account balance under Section 3.1 shall be paid to
the Participant in three installment payments made annually in July beginning in July of the
year following the Participant’s Separation from Service.






	(b)	 	However, if a Participant’s Account balance on the date of Separation from Service is
$100,000 or less, payment shall be made in a single lump sum in July of the year following the
Participant’s Separation from Service.






	4.2	 	Payments of a Deceased Participant’s Account.






	(a)	 	Upon the death of a Participant, the Plan Administrator shall pay any remaining portion of
Participant’s vested Account balance in a single lump sum payment to Participant’s
Beneficiary.






	(b)	 	The Plan Administrator shall make any payments described in Section 4.2(a) during the 90-day
period beginning January 1 of the year following the year the Participant dies. This Section
4.2 shall only serve to accelerate, and in no event shall delay, the payment of any remaining
portion of a Participant’s Account upon that Participant’s death.





 


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	4.3	 	Domestic Relations Orders. A person shall not qualify for a benefit under this Plan solely
because he or she is entitled to a benefit under the 401(k) Plan by reason of a “qualified domestic
relations order” (as defined in ERISA Section 206). Notwithstanding Section 5.2, the Plan
Administrator shall comply with the terms of a qualified domestic relations order (within the
meaning of Code Section 414(p)) that specifically assigns to another person all or part of a Participant’s
or a Beneficiary’s rights to benefits under this Plan.





ARTICLE 5

General Provisions





	5.1	 	Participant’s Rights Unsecured. The right of a Participant (or Beneficiary) to receive
payments under the Plan represents an unsecured claim against the general assets of the Company
that employs the Participant at the time that the compensation deferred otherwise would have been
paid, or against the general assets of any successor company that assumes (or in case Participant
transfers to employment with a different Company, is assigned) the liabilities of that Company. No
Company guarantees or is liable for payments to any Participant employed by any other Company.
Participant’s Account represents a mere promise by a Company to make payments in the future. The
Plan at all times shall be considered entirely unfunded for both tax purposes and for purposes of
Title I of ERISA.
	 
	5.2	 	Assignability. Except as otherwise permitted by applicable law, no right to receive Plan
payments shall be transferable or assignable by a Participant or Beneficiary or subject in any
manner to anticipation, sale, alienation, pledge, encumbrance, attachment or garnishment by
creditors of a Participant or Beneficiary, and any such attempt shall be void and of no force or
effect.
	 
	5.3	 	Administration. The Chair of the Corporate Committee shall appoint the Plan Administrator.
Except as otherwise provided by the Plan, the Plan Administrator shall administer the Plan and
shall have authority to adopt administrative rules and regulations. The Plan Administrator may, by
contract, designation or other arrangement, provide for others to perform ministerial duties and
record keeping.
	 
	5.4	 	Administrative Discretion. The Plan Administrator and Corporate Committee shall, as to the
responsibilities allocated to them separately under the Plan, have the sole and absolute discretion
to interpret, construe and implement the provisions of the Plan, including any disputed or
ambiguous terms; to make determinations relating to eligibility and benefits; and to make findings
of fact. Their determinations shall be final and binding on all parties. If the Plan
Administrator is also a Participant, the Chair of the Corporate Committee (and not the Plan
Administrator) shall make determinations under the Plan related to the Plan Administrator as
Participant.
	 
	5.5	 	Amendment. The Plan may be amended, restated, modified, or terminated by the Board of
Directors or the Board Committee. No amendment, restatement, modification, or termination shall
reduce the balance of a Participant’s Account as of the Valuation Date immediately preceding such
action.




 


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	5.6	 	Tax Withholding. The Company or other payor may withhold from a benefit payment under the
Plan or a Participant’s wages in order to meet any federal, state, or local withholding obligations
with respect to a payment or accrual under the Plan. The Company may also accelerate and pay a
portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act
(“FICA”) tax imposed and the income tax withholding related to such FICA amounts.
	 
	5.7	 	Corporate Reorganization. If a company that employs a Participant ceases to be a Subsidiary
and retains liabilities and responsibility for a Participant’s Account, then the Corporate
Committee and Plan Administrator shall have no further liability or responsibility for that Account
or any legal obligation toward Participant after the company ceases to be a Subsidiary. That
company shall designate a governing committee and plan Plan Administrator, as appropriate, to
assume liability and responsibility for administration of the Account as of the date the company ceases to be a
Subsidiary.
	 
	5.8	 	Section 409A Compliance. It is intended that the Plan comply with the requirements of Code
Section 409A, and the Plan shall be so administered and interpreted.
	 
	5.9	 	Interpretation. All statutory or regulatory references in this Plan shall include successor
provisions.
	 
	5.10	 	Claims Procedure.






	(a)	 	Filing a Claim for Benefits. This paragraph 5.10(a) shall apply to any claim for a
benefit under the Plan. A Participant or Beneficiary or an authorized representative of a
Participant or Beneficiary (“Claimant”) shall notify the Plan Administrator or its delegate of
a claim for benefits under the Plan. Such request may be in any form adequate to give
reasonable notice to the Plan Administrator or its delegate and shall set forth the basis of
such claim and shall authorize the Plan Administrator or its delegate to conduct such
examinations as may be necessary to determine the validity of the claim and to take such steps
as may be necessary to facilitate the payment of any benefits to which the Claimant may be
entitled under the Plan. The Plan Administrator shall make all determinations as to the right
of any person to a benefit under the Plan.
	 
	 	 	If the Plan Administrator requires more than 90 days to process a claim because of special
circumstances, an extension may be obtained by notifying the Claimant within 90 days of the
date the claim was submitted that a decision on the claim will be delayed, what
circumstances have caused the delay, and when a decision can be expected. The extension
period shall not exceed an additional 90 days; provided, however, that in the event the
Claimant fails to submit information necessary to decide a claim, such period shall be
tolled from the date on which the extension notice is sent to the Claimant until the date
on which the Claimant responds to the request for additional information.




 


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	(b)	 	Denial of Claim. If the Plan Administrator denies in whole or in part any claim for
benefits under the Plan by any Claimant, the Plan Administrator shall, within a reasonable
period, furnish the Claimant with written or electronic notice of the denial. The notice of
the denial shall set forth, in a manner calculated to be understood by the Claimant:






	 	(1)	 	The specific reason or reasons for the denial;






	 	(2)	 	Specific reference to the pertinent Plan provisions on which the denial is
based;






	 	(3)	 	A description of any additional material or information necessary for the
Claimant to perfect the claim and an explanation of why such material or information
is necessary; and






	 	(4)	 	A description of the Plan’s review procedures and the time limits applicable
to such procedures, including a statement of the Claimant’s
right to bring a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.






	(c)	 	Appeals Procedure.  This paragraph 5.10(c) shall apply to all appeals of denied
claims under the Plan. A Claimant may request a review of a denied claim. Such request shall
be made in writing and shall be presented to the Plan Administrator not more than 60 days
after receipt by the Claimant of written or electronic notice of the denial of the claim. The
Claimant shall be provided, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the Claimant’s claim for
benefits. The Claimant shall also have the opportunity to submit comments, documents,
records, and other information relating to the claim for benefits, and the Plan Administrator
shall take into account all such information submitted without regard to whether such
information was submitted or considered in the initial benefit determination. The Plan
Administrator shall make its decision on review not later than 60 days after receipt of the
Claimant’s request for review, unless special circumstances require an extension of time, in
which case a decision shall be rendered as soon as possible, but not later than 120 days after
receipt of the request for review; provided, however, in the event the Claimant fails to
submit information necessary to make a benefit determination on review, such period shall be
tolled from the date on which the extension notice is sent to the Claimant until the date on
which the Claimant responds to the request for additional information. The decision on review
shall be written or electronic and, in the case of an adverse determination, shall include
specific reasons for the decision, in a manner calculated to be understood by the Claimant,
and specific references to the pertinent Plan provisions on which the decision is based. The
decision on review shall also include (i) a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of, all documents,
records, or other information relevant to the Claimant’s claim for benefits; and (ii) a
statement describing any voluntary appeal procedures offered by the Plan, and a statement of
the Claimant’s right to bring an action under ERISA Section 502(a).






	(d)	 	The Plan’s claims procedure shall be administered in accordance with the applicable
regulations of the U.S. Department of Labor.






	(e)	 	A Claimant shall have no right to bring any action in any court regarding a claim for
benefits under the Plan prior to the Claimant filing a claim for benefits and exhausting the
Claimant’s rights to review under this Section 5.10 in accordance with the time frames set
forth herein.





5.11 Controlling Law. This Plan shall be construed and enforced according to the laws of the
Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent
not preempted by federal law, which shall otherwise control.


 


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