Exhibit 10.4








 Exhibit 10.4

CIGNA Corporation Non-Employee Director Compensation Program

Amended and Restated Effective January 1, 2010



I. Board and Committee Retainers




A. Annual Board Retainer. Each non-employee director of CIGNA Corporation (“Director”)
receives $225,000 annually for Board membership (“Annual Board Retainer”). The manner in which
the Annual Board Retainer is paid will vary, depending on a Director’s share ownership position as
of December 1 of the prior year relative to the share ownership guidelines set forth in Section V
below (“Ownership Guidelines”).





	 	•	 	Directors Meeting Ownership Guidelines. Directors who satisfy the Ownership Guidelines
may, on or before December 31 of the prior year, elect among the following vehicles or a
combination thereof for payment of their Annual Board Retainers: cash, CIGNA Corporation
Common Stock (“Common Stock”), Deferred Stock Units (“Units”) settled in cash, or Units
settled in Common Stock. If no election is made by a Director who satisfies the Ownership
Guidelines, 100% of the Annual Board Retainer will be paid in cash.






	 	•	 	Directors Not Meeting Ownership Guidelines.






	 	•	 	Directors who do not satisfy the Ownership Guidelines (including new
Directors, except as provided below) will receive up to fifty percent (50%) of
their Annual Board Retainers (or such lesser amount as may be necessary in order to
meet the Ownership Guidelines) as mandatory equity awards. For 2010, the mandatory
equity awards will be in Units settled, at the election of the Director, in either
cash or Common Stock. If shareholders approve an equity plan for Directors of
CIGNA Corporation, for years after 2010, the mandatory equity awards will be in
Common Stock, but Directors may alternatively elect, on or before December 31 of
the prior year, to receive their mandatory equity awards in Units settled either in
cash or in Common Stock.






	 	•	 	For the balance of their Annual Board Retainers, Directors who do not
satisfy the Ownership Guidelines may elect among the same payment vehicles
available to Directors who satisfy the Ownership Guidelines.






	 	•	 	New Directors. New directors will be permitted, before commencing service, to make the
same elections as are available to other Directors. Directors who commence service after
the annual meeting of shareholders will receive a pro-rated Annual Board Retainer,
determined based on the number of calendar quarters during the year that they are in active
service for at least one day.





 












 









	 	•	 	Common Stock Elections. Elections by a Director to receive Common Stock or Units settled
in Common Stock are contingent on shareholder approval of an equity plan for Directors of
CIGNA Corporation. In the event such approval is not obtained, amounts that would
otherwise have been paid in Common Stock will be paid in cash and Units that would
otherwise have been settled in Common Stock will be settled in cash.





B. Committee Member Retainer. Each Director receives $10,000 annually for each committee
membership. The Committee member retainer is payable in cash. Members of the Executive Committee
do not receive this retainer for their service on the Executive Committee.




C. Committee Chair Retainer. Each Committee chair other than the chair of the Executive
Committee receives $5,000 annually payable in cash for service as a Committee Chair.




II. Award and Payment of Retainers




A. Cash Retainers. All cash retainer payments are made quarterly. Cash retainers are
paid during a quarter to Directors who are in active service at any time during that calendar
quarter.




B. Annual Board Retainer Equity Awards: Common Stock and Deferred Stock Units




Awards





	 	•	 	Common Stock and Units are awarded in the second calendar quarter on the first day of
the open trading period beginning after the annual meeting of shareholders to Directors who
are in active service on the date of the annual meeting of shareholders. For Directors who
commence service after the annual meeting of shareholders, Common Stock and Units are
awarded in the fourth calendar quarter on the first day of the last open trading period of
the year. A Director who commences service after the close of the last open trading period
of a year will not receive an Equity Award and his or her Annual Retainer for that year
will be paid entirely in cash.






	 	•	 	The number of shares of Common Stock or Units awarded is determined by dividing the
dollar amount of the applicable award by the closing price of CIGNA common stock, as
reported on the NYSE or successor or alternate means of publishing stock price (“Closing
Price”) on the award date. Fractional shares and fractional Units are not awarded. For
Common Stock, the number of shares awarded is rounded down to a whole number of shares and
the cash value of any fractional share is paid as soon as practicable after the award date.
For Units, the cash value of any fractional unit is accumulated together with dividend
equivalents and treated as reinvested.




 


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Deferred Stock Units — Additional Terms 





	 	•	 	Dividend equivalents (an amount equal to the dividends declared and paid on a share of
CIGNA stock) are credited on Units (to the extent the record date for any such actual
dividend occurs while a Unit is outstanding), treated as reinvested in additional whole
Units and tracked separately for each award. The number of additional Units resulting from
the reinvestment of dividend equivalents and the cash value of fractional units is
determined by dividing the amount to be reinvested by the dividend reinvestment price. The
dividend reinvestment price is provided by CIGNA’s Transfer Agent and is the price used
under the CIGNA Dividend Reinvestment Plan for reinvestment of actual dividends for CIGNA
shareholders who participate in that plan.






	 	•	 	Units (including Units resulting from the reinvestment of related dividend equivalents)
plus any remaining residual cash are payable upon the earlier of: (a) the Director’s
separation from service (within the meaning of Treas. Reg. §1.409A-1(h) or any successor
provision), or (b) the third anniversary of the award date. Payments to be made upon
separation from service shall be made in a lump sum on the last business day of the second
month of the calendar quarter following the quarter in which separation from service
occurs. Payments to be made upon the third anniversary of the award date shall be made in
a lump sum on the last business day of the second month of the calendar quarter in which
the third anniversary of the award date occurs.






	 	•	 	Units may be settled in cash or in Common Stock if and to the extent that settlement in
Common Stock is authorized pursuant to an equity plan approved by the shareholders of CIGNA
Corporation. For each Unit, a director will receive on the date of payment either one
actual share of Common Stock or a cash payment equal to the Closing Price on such date.
Units cease
to be outstanding and a director will cease to have any rights under them as of the date
they are paid.






	 	•	 	In the event of a combination or exchange of shares, merger, consolidation, rights
offering, separation, reorganization or liquidation, or any other change in CIGNA’s
corporate structure, the Board may make such equitable adjustments, to prevent dilution or
enlargement of rights, as it may deem appropriate, in the number of Units outstanding.
Outstanding Units shall be adjusted proportionally to reflect any recapitalization, stock
split or stock dividend. Units issued as a consequence of any such changes in CIGNA’s
corporate structure or shares shall be subject to the same restrictions and provisions
applicable to the Units with respect to which they are issued.





C. Deferred Compensation Elections. Directors may elect to defer some or all of their
compensation described above under the Deferred Compensation Plan of 2005 for Directors of CIGNA
Corporation.



 


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III. Other Benefits 




A. Benefits for Active Directors





	 	•	 	Basic Group-Term Life Insurance coverage. Each Director is provided coverage in the
amount of the Annual Board Retainer.






	 	•	 	Travel Accident Insurance coverage. Each Director is provided coverage in the amount of
three times the Annual Board Retainer.






	 	•	 	Financial Planning. Directors may use the financial planning services available to CIGNA
executive officers. Any reimbursements paid to Directors under this program shall be paid
on or before March 15 of the year after the year the expense is incurred.






	 	•	 	Insurance. Directors may purchase or participate, on an after-tax basis, in life
insurance, medical/dental care programs, long-term care, property/casualty personal lines
and various other insurance programs available to CIGNA employees.






	 	•	 	Matching Gifts. Directors may participate in the matching charitable gift program
available to CIGNA employees, under which up to $5,000 annually may be matched.





B. Post-Separation Benefits





	 	•	 	Directors serving on January 1, 2006 are eligible, upon separation from service after
nine years of service, to participate on an after-tax basis in medical/dental care programs
available to retired employees for two years and to use the financial planning services
available to active Directors (up to $5,000) for one year following separation from
service. These Directors are also provided $10,000 basic group term life insurance
coverage for life.






	 	•	 	All Directors may, at their own expense and if otherwise eligible, also continue life
insurance, long-term care insurance and property/casualty personal lines insurance pursuant
to the terms of the applicable policies.





For all taxable post-separation benefits or reimbursements, the amount provided or eligible for
reimbursement during a particular year may not affect the expenses eligible for reimbursement or
benefits provided in any other year. The reimbursement of an eligible expense is made on or before
the last day of the year after the year in which the expense was incurred. The right to
reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.





 


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IV. General




To the extent that a benefit under this program is subject to Internal Revenue Code Section 409A
(“Section 409A”), it is intended that this program as applied to that benefit comply with the
requirements of Section 409A, and the program shall be so administered and interpreted.




Notwithstanding any other provision of this program, if a Director is a specified employee (within
the meaning of Treas. Reg. §1.409A-1(i) or any successor provision) as of the date of separation
from service (within the meaning of Treas. Reg. §1.409A-1(h)  or any successor provision), payments
and taxable benefits due upon separation from service shall be delayed until the seventh month
following the date of separation from service.




A Director’s right to receive program benefits represents an unsecured claim against CIGNA’s
general assets. Except as otherwise permitted by applicable law, no right to receive program
payments shall be transferable or assignable by a Director or subject in any manner to
anticipation, sale, alienation, pledge, encumbrance, attachment or garnishment by a Director’s
creditors, and any such attempt shall be void and of no force or effect.




V. Share Ownership Guidelines




Each Director is required to hold at least $500,000 worth of Common Stock, Units, Restricted Share
Equivalents, Hypothetical Shares of Common Stock or a combination.





 


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