Exhibit 10.1


    
    

     

    Exhibit
      10.1

     

    AGREEMENT
      AND RELEASE

    


    This
      Agreement and Release (Agreement) is dated March 21, 2006 (Today), and is
      between Judith E. Soltz (you) and CIGNA Corporation, a Delaware 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 the 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. The Company
      will pay you certain benefits described in this agreement. In turn, you are
      releasing legal claims against the Company.

    


    1.      Your
      Retirement Date.
      Your
      employment with Company will end upon your retirement on June 30, 2006 (the
      Retirement Date). Your responsibilities as CIGNA Corporation General Counsel
      will end April 28, 2006. From that date until your Retirement Date, you will
      remain available to assist in the transition of responsibilities to your
      successor. You agree to be available to consult with members of the Executive
      Management Team from July 1, 2006 through December 31, 2006.

    


    2.  Pay
      and Benefits Until Retirement Date. 

    


    
      	a.   
               	
              From
                Today until your Retirement Date, the Company will pay you your current
                regular salary and you may continue to participate in the Company’s
                employee benefits programs. 

            


    

    


    
      	b.  
                	
              The
                Company will pay you a retainer equal to 50% of your current annual
                base
                salary for remaining available to provide, and for providing, consulting
                services to the CEO and Divisions heads through year-end 2006. The
                payment
                will be made in June 2006 and will be not be eligible earnings under
                any
                CIGNA benefits plan.

            


    

    


    
      	c.   
               	
              If
                you die before the Company pays you all amounts due under paragraphs
                2 and
                3 of the Agreement, the remaining amounts (except for those described
                in
                paragraphs 3.c and 3.d) will be paid to your surviving spouse in
                a lump
                sum within 90 calendar days after the date of your death. (The amounts
                described in paragraph 3.c will be paid to your surviving spouse
                at the
                same time the payment would have been made to you, as described in
                paragraph 3.c. Plan benefits under paragraph 3.d will be payable
                under the
                terms of the applicable plan.) If you have no surviving spouse, the
                payment will be made to your estate. If you die before June 30, 2006,
                the
                date you die will automatically be your new Retirement
                Date.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.  Pay
      and Benefits after Retirement Date.

    


    
      	 	
              a.   
                   

            	
              You
                may elect to continue your Company group health care coverage for
                up to 18
                months after your Retirement Date under the provisions of COBRA.
                Or, you
                may elect coverage under the Company’s retiree health care plan to begin
                as early as July 1, 2006. You may convert certain group benefits
                coverages
                to individual coverages under the terms of the CIGNA Benefits
                program.

            


    

    


    
      	b.   
               	
              You
                will receive a bonus payment equal to one third of your current annual
                bonus target for the 2006 performance year, payable by March 15,
                2007.
                

            


    

    


    
      	c.   
               	
              In
                January 2007, the Company will make a lump sum payment to you for
                a 12,222
                of the Strategic Performance Units that have been awarded to you
                and will
                not be paid as of your Retirement Date. The number of Units is prorated
                based on the number of months that you were employed during each
                36 month
                performance period. The Units will be paid at a value of $120 per
                Unit.

            


    

    


    
      	d.  
                	
              Any
                benefits you may have earned under the CIGNA Deferred Compensation,
                Pension, Supplemental Pension, Basic Life, Transitional Life, Group
                Universal Life, 401(k) and other Plans will be payable to you under
                the
                provisions of those plans.

            


    

    


    
      	e.   
               	
              On
                your Retirement Date you will forfeit the deferred stock units awarded
                to
                you in August 2003; however, in January 2007 the Company will make
                a lump
                sum payment to you equal to the number of forfeited deferred stock
                units
                multiplied by the average closing price of Company common stock as
                reported on the Composite tape for the 30-calendar-day period ending
                on
                your Retirement Date. 

            


    

    


    
      	f.   
               	
              In
                January 2007, you will receive a lump sum payment for the value of
                any
                Paid Time Off you earned but did not use in 2006 before your Retirement
                Date.

            


    

    


    
      	     
              g.    	
              Until
                your Retirement Date any options on Company stock (Options) that
                you hold
                will continue to vest under the terms of your applicable grant letter.
                You
                may exercise vested Options in accordance with the terms of the grants.
                As
                of your Retirement Date any unvested options will vest and expire
                on the
                originally stated expiration date, per the terms of the applicable
                plan
                and grant letter.

            


    

    


    
      	h.    	
              Any
                shares of restricted Company stock that you hold on your Retirement
                Date
                will vest (i.e., restrictions will lapse) on your Retirement
                Date.

            


    

    


    
      	 	
              i.     
                

            	
              The
                Company will provide you with a lump sum cash payment in the amount
                of
                $20,000 in January, 2007 for Executive Financial Services and reasonable
                tax preparation fees.

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
               
                j.

            	
              Payments
                made under this Agreement will be reduced by any applicable tax
                withholding. 

            


    

    


    
      	 	
               
                k.

            	
              You
                will receive no other money from the Company relating to your employment
                or the termination of your employment except as provided in this
                Agreement. Nothing shall prohibit you and the Company from entering
                into
                consulting or other agreements.

            


    

    


    4.       Your
      Promises to the Company.

    


    
      	a.  
                	
              Terms
                used in paragraph 4 are defined as
                follows:

            


    

    


    
      	(1)  	
              “CIGNA”
                means the Company and any other subsidiaries or affiliates of the
                Company.

            


    

    


    
      	(2)  	
              “Confidential
                Information” means any knowledge, information or materials belonging to
                CIGNA about its products, services, know-how, customers, business
                plans,
                or financial, marketing, pricing, compensation and other proprietary
                matters, whether or not subject to trademark, copyright, trade secret
                or
                other protection, that has been made known to you as a result of
                your
                Company employment.

            


    

    


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

            


    

    


    
      	c.   
               	
              You
                agree that, other than in the good faith performance of your services
                to
                the Company before the Retirement Date, you will not disclose any
                Confidential Information to anyone other than CIGNA employees or
                use any
                Confidential Information for your benefit or the benefit of any other
                person, firm, operation or entity unrelated to CIGNA. After an item
                of
                Confidential Information has become public knowledge, you shall have
                no
                further obligation under this paragraph 4.c regarding that publicly
                known
                information so long as you were in no manner responsible, directly
                or
                indirectly, for permitting the information to become public knowledge
                without the Company’s consent.

            


    

    


    
      	d.   
               	
              Until
                June 30, 2007, you will not, within any part of the United States
                or any
                other country where CIGNA currently conducts any health care business,
                solicit in any manner: 

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	(1)  	
              any
                of CIGNA’s 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; or

            


    

    


    
      	(2)  	
              any
                of CIGNA’s customers to terminate their business arrangements with CIGNA,
                or to enter into any business arrangements with you or any business
                which
                you may become employed by, or affiliated in any way with, after
                leaving
                CIGNA, if such business arrangements would compete in any way with
                any
                health care business that CIGNA has conducted, or has been planning
                to
                conduct, during the 12-month period ending April 28,
                2006.

            


    

    


    
      	e.   
               	
              You
                agree that the duration, area and scope of activities restricted
                under
                paragraphs 4.c and 4.d are reasonable and necessary to protect the
                Company's legitimate business interests and that, if any court or
                arbitrator determines that paragraphs 4.c or 4.d or any part of them
                is
                unenforceable because of the duration, area or scope of activities
                restricted, then the court or arbitrator shall have the power 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.

            


    

    


    
      	          
                      f. 
              	
              (1)

            	
              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.

            


    

    


    
      	 	
              (2)

            	
              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
                

            


    

     

     

     

    
      
        
        

      

      
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              receipt by the Company of your written
                request for such advance. Such request shall include 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
                expense. 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.

            


    

     

    
      	 	
              (3)

            	
              Neither
                the failure of the Company or 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 amount claimed by you under paragraph 4.f(1)
                above
                that indemnification of you is proper because you have met the applicable
                standard of conduct, nor a determination by the Company or any 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.

            


    

    


    
      	 	
              (4)

            	
              Nothing
                in this paragraph 4.f 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 directors’ and officers’ liability policies maintained by
                the Company or any affiliates.

            


    

    


    
      	                   
              g.     	
              You
                agree to make yourself available to the Company in connection with
                any
                legal proceedings relating to CIGNA in which you may have knowledge
                of
                potentially relevant facts because of your employment with the Company
                as
                an employee or consultant. With respect to such availability, after
                the
                term of any consulting arrangement between you and the Company expires,
                the Company agrees to accommodate reasonably your other personal
                and business commitments and to reimburse you for all reasonable
                expenses that you incur (including the costs of travel and meals)
                in
                connection with your making yourself available to it or its counsel
                to
                provide information or to testify. For the first ten days (not necessarily
                consecutive, and including partial days) that you spend in so providing
                information or testifying after the term of any consulting agreement
                between you and any CIGNA company expires, you shall not be compensated
                for such time. Thereafter, the Company shall pay you $750.00 for
                each day
                (or part of a day) as compensation for your time in providing information
                or testifying.

            


    

    


    
      	 	
              h.

            	
              From
                your Retirement Date until June 30, 2007, you agree that you will
                continue
                to clear all trades involving Company stock with the Corporate Secretary.
                In addition, from and after your Retirement Date, you agree not to
                sell
                more than 15,000 shares of Company common stock during any one
                day.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    5.       
      Your
      Release of Claims.

    


    
      	a. 
                     	
              You
                agree that you will not file (or ask or allow anyone to file on your
                behalf), any charge, complaint, claim or lawsuit of any kind in connection
                with any claim released by this Agreement. This provision shall not
                apply,
                however, to any non-waivable charges or claims brought before any
                governmental agency. With respect to any such non-waivable claims,
                you
                agree to waive your right (if any) to any monetary or other recovery
                should any governmental agency or other third party pursue any claims
                on
                your behalf, either individually, or as part of any collective action.
                Nothing herein shall preclude any claim you may file alleging that
                your
                waiver of claims under the Age Discrimination in Employment Act of
                1967
                (ADEA) was not knowing or
                voluntary.

            


    

    


    
      	b.  
                  	
              You
                acknowledge full and complete satisfaction of, and release and discharge
                all Released Persons from, any
                Claims.

            


    

    


    
      	c.     
               	
              You
                are giving this release for yourself as well as for your executors,
                administrators, heirs and assigns.

            


    

    


    
      	d.     
               	
              “Released
                Persons” are the Company, its successors, parents, subsidiaries and
                affiliates, and all of their directors, officers, agents and
                employees.

            


    

    


    
      	e.     
               	
              “Claims”
                are any and all claims, demands and causes of action of whatever
                kind,
                including any claims for attorneys fees that you now have, or at
                any time
                had, against any Released Persons, but only to the extent they arise
                out
                of or relate in any way to your employment or termination of employment
                with the Company and its affiliates. “Claims” includes things you may not
                even know about or suspect as well as any claims you may have under
                ADEA.

            


    

    


    
      	f.       
              	
              “Claims”
                does not include (and you 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 and any claims
                for
                benefits beyond those provided under the terms of the applicable
                plan),
                

            


    

    


    
      	                                         
              (3)  	
              any
                claims covered by workers compensation laws,
                and

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(4)  	
              any
                claims that you did not knowingly and voluntarily waive Claims under
                ADEA.

            


    

    


    6.       
      Confidentiality. The
      terms
      of this Agreement are confidential. You agree not to disclose in any way this
      Agreement or any of its terms to any person other than your spouse, lawyer
      or
      accountant.

    


    7.        
      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.

    


    8.        
      Applicable
      Law. This
      Agreement is being made in Pennsylvania. It will be interpreted, enforced and
      governed under the laws of Pennsylvania, but 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).

    


    9.        
      Arbitration. Without
      in any way affecting the release in paragraph 5, 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 can be obtained from your Human Resources representative. A
      legal
      judgment based upon the Arbitrator’s award may be entered in any court having
      jurisdiction over the matter. You and the Company agree to arbitrate
      anything:

    


    
      	 	
              a.

            	
              related
                in any way to the validity of 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
                statues or common law (if for any reason your release and waiver
                under
                paragraph 5 is found to be unenforceable or
                inapplicable).

            


    

    


    10.      
      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 CIGNA stock or option grant you
      might have received or the terms of 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.

     

     

     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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) 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 all claims, demands,
                and
                causes of action against the Company and any Released Persons, including
                those under ADEA, whether or not you know or suspect them to exist
                at the
                present time (but the release does not apply to claims described
                in
                paragraph 5.f).

            


    

    


    
      	e.             
              	
              You
                understand the terms of this Agreement and that it is 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 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 after 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, 1650 Market Street OL54H,
      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.

    


    13.      
      If
      Legal Action Is Started. 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 paragraph 5 or 9 (other than arbitration of a dispute
      described in paragraph 9.a or b or claims related to whether your release of
      ADEA claims was knowing and voluntary) is started by you (or by someone else
      on
      your behalf) against any Released Person, you agree to pay back to the Company
      within 30 days of the start of that legal action all the money you receive
      under
      sub-paragraphs 2. b and 3.b, c, e and i. You also agree to pay the Company
      any
      costs and attorneys' fees it incurs in that action. (If you claim that your
      release of ADEA claims was 

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    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.)

    


    If
      in any
      legal action or arbitration the release in paragraph 5 is found to be
      unenforceable for any reason, then this Agreement shall be null and void from
      Today on, and any money paid or value delivered to you by the Company after
      Today under sub-paragraphs 2. b and 3.b, c, e and i 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.

    


    14. This
      Agreement is not effective or binding on either party until fully signed by
      both
      parties. This Agreement will be binding on and inure to the benefit of any
      successors to the Company. 

    


    


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

     

    
      
        	 	 
	
                3/21/06

              	
                /s/
                  John M. Murabito

              
	
                Date

              	
                John
                  M. Murabito

              
	 	
                on
                  behalf of CIGNA
                  Corporation

              
	 	
                 

              
	 	 
	
                3/21/06

              	
                /s/
                  Judith E. Soltz

              
	
                Date
                  

              	
                Judith
                  E. Soltz

              


      

    

     

    9