ex10-1.htm


    Exhibit
10.1

    


    CIGNA
STOCK UNIT PLAN

    (Amended
and Restated Effective July 22, 2008)

    


    


    ARTICLE
1

    Statement
of Purpose

    


    The CIGNA
Stock Unit Plan (the "Plan") is intended to:

    


    
      	
              (a)

            	
              provide
      incentives for and reward key Company employees by providing them with an
      opportunity to acquire an equity interest in CIGNA Corporation, thereby
      increasing their personal interest in its continued success and
      progress;

            


    

    


    
      	
              (b)

            	
              aid
      the Company in attracting and retaining key personnel of exceptional
      ability;

            


    

    


    
      	
              (c)

            	
              supplement
      and balance the Company's salary and incentive bonus programs in support
      of CIGNA Corporation's long-term strategic
  plans;

            


    

    


    
      	
              (d)

            	
              motivate
      and reward the maximization of CIGNA Corporation's long-term financial
      results; and

            


    

    


    
      	
              (e)

            	
              encourage
      decisions and actions by Company employees that are consistent with the
      long-range interests of CIGNA Corporation's
  shareholders.

            


    

    


    This Plan
is an amendment and restatement, effective July 22, 2008, of the Prior Plan,
under which  the Company was authorized to grant Restricted Stock
Units (described in Article 4) from February 28, 1998 to July 21,
2008.  This Plan applies to Restricted Stock Units granted under the
Prior Plan to US Individuals that remain outstanding on July 22, 2008 and were
not earned and vested within the meaning of Section 409A of the Internal Revenue
Code on December 31, 2004 and to Restricted Stock Units granted from and after
July 22, 2008.  The purpose of this amendment and restatement is to
comply with Section 409A of the Internal Revenue Code.

    


    ARTICLE
2

    Definitions

    


    For all
purposes of this Plan, except as otherwise expressly provided or defined herein
or unless the context otherwise requires, the terms defined in this Article
shall have the following meanings:

    


    
      	
              2.1

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

            


    

    


    
      	
              2.2

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

            


    

    


    
      	
              2.3

            	
              "Board of Directors" or
      "Board" means the
      board of directors of CIGNA Corporation or any duly authorized committee
      of that board.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              2.4

            	
              "CEO" means the Chief
      Executive Officer of CIGNA
Corporation.

            


    

    


    
      	
              2.5

            	
              "Change of Control"
      means 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 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.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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.

    


    
      	
              2.6

            	
              "Code" means the Internal Revenue
      Code of 1986, as amended.

            


    

    


    
      	
              2.7

            	
              "Committee" means the
      People Resources Committee of the Board of Directors or any successor
      committee with responsibility for
compensation.

            


    

    


    
      	
              2.8

            	
              "Common Stock" means the
      common stock, par value $0.25 per share, of CIGNA
    Corporation.

            


    

    


    
      	
              2.9

            	
              "Company" means CIGNA
      Corporation, a Delaware corporation, and/or its
    Subsidiaries.

            
	 	 
	2.10	"Disability" means
      permanent and total disability as defined in Code Section
    22(e)(3).


    

         

    
      	
              2.11

            	
              "Dividend Equivalent
      Right" means that part of a Restricted Stock Unit described in
      Section 4.2.

            


    

    


    
      	
              2.12

            	
              "Early Retirement" means
      a Termination of Employment, after appropriate notice to the Company, (a)
      on or after a Participant has reached age 55 (but not age 65) and attained
      at least five years of service (as determined under the rules for counting
      vesting service under the CIGNA Pension Plan), or (b) upon such terms and
      conditions approved by the Committee or officers of the Company designated
      by the Board or the Committee.

            


    

    


    
      	
              2.13

            	
              "Exchange Act" means the
      Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              2.14

            	
              "Fair Market Value"
      means the average of the highest and lowest quoted selling prices as
      reported on the Composite Tape (or any successor method of publishing
      stock prices) as of 4:00 p.m. Eastern time (or such other time as trading
      on the New York Stock Exchange may close) on the date as of which any
      determination of stock value is made.  If the Composite Tape (or
      any successor publication) is not published on that date, the
      determination will be made on the next preceding date of
      publication.  In the absence of reported Common Stock sales, the
      Committee will determine Fair Market Value by taking into account all
      facts and circumstances the Committee deems relevant, subject to the
      requirements of Code Section 409A.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
              2.15

            	
              "Participant" means a
      salaried officer or other key employee of the Company to whom a Restricted
      Stock Unit grant has been made under the Plan.  Members of the
      Board of Directors who are not employed by the Company are not eligible to
      participate in the Plan.

            


    

    


    
      	
              2.16

            	
              "Person" has 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.

            


    

    


    
      	
              2.17

            	
              "Plan" means the CIGNA
      Stock Unit Plan (Amended and Restated Effective July 22,  2008),
      as it may be amended from time to
time.

            


    

    


    
      	
              2.18

            	
              "Prior Plan" means the
      CIGNA International Stock Unit Plan, effective from February 28, 1998
      through July 21, 2008.

            


    

    


    
      	
              2.19

            	
              "Qualifying Incentive
      Plan" means any Company bonus plan, short-term or long-term
      incentive compensation plan or any other incentive compensation
      arrangement that is not tax qualified under the
  Code.

            


    

    


    
      	
              2.20

            	
              "Restricted Stock Unit"
      means a Restricted Stock Unit described in Article 4 of the
      Plan.

            


    

    


    
      	
              2.21

            	
              "Retirement" means a
      Termination of Employment, after appropriate notice to the Company, (i) on
      or after age 65 with eligibility for immediate annuity benefits under a
      qualified pension or retirement plan of the Company, or (ii) upon such
      terms and conditions approved by the Committee, or officers of the Company
      designated by the Board of Directors or the
  Committee.

            


    

    


    
      	
              2.22

            	
              "Subsidiary" means any
      corporation of which more than 50% of the total combined voting power of
      all classes of stock entitled to vote, or other equity interest, is
      directly or indirectly owned by CIGNA Corporation; or a partnership, joint
      venture or other unincorporated entity of which more than a 50% interest
      in the capital, equity or profits is directly or indirectly owned by CIGNA
      Corporation.

            


    

    


    
      	
              2.23

            	
              "Termination for Cause"
      means a Termination of Employment initiated by the Company on account of
      the conviction of an employee of a felony or other serious crime involving
      fraud or dishonesty directed against the
  Company.

            


    

    


    
      	
              2.24

            	
              "Termination of
      Employment" means the termination of the Participant's active
      employment relationship with the Company, unless otherwise expressly
      provided by the Committee, or the occurrence of a transaction by which the
      Participant's employing Company ceases to be a
  Subsidiary.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              2.25

            	
              "Termination Upon a Change of
      Control" means a Termination of Employment upon or within two years
      after a Change of Control (i) initiated by the Company or a successor
      other than a Termination for Cause or (ii) initiated by a Participant
      after determining in the Participant’s reasonable judgment that there has
      been a reduction in the Participant’s authority, duties, responsibilities
      or title, any reduction in the Participant’s compensation, or any change
      caused by the Company in the Participant’s office location of more than 35
      miles from its location on the date of the Change of
    Control.

            


    

    


    
      	
              2.26

            	
              “US Individuals” means
      individuals who are (a) United States citizens or resident aliens as of
      July 22, 2008, (b) not otherwise covered by (a) above and become United
      States citizens or resident aliens as of the year the Restricted Stock
      Units are paid, except to the extent the Restricted Stock Units are
      otherwise exempt from Code Section 409A under Treasury Regulation Section
      1.409A-1(b)(8)(ii)(A), or (c) nonresident aliens as of July 22, 2008 for
      whom payment of Restricted Stock Units is, in whole or in part, considered
      income from sources within the United States (within the meaning of Code
      Section 861).

            


    

    


    


    ARTICLE
3

    Authority
to Make Restricted Stock Unit Grants

    


    3.1          General Powers of the
Committee.  The Committee is authorized in its sole discretion
to select Participants and to grant them Restricted Stock Units in such amounts
and upon such terms and conditions as it shall determine, subject to the
limitations, restrictions and provisions contained in the Plan.

    


    3.2          General Powers of the
CEO.  Subject to the requirements of Delaware law, the CEO is
authorized in the CEO’s sole discretion to select Participants and to grant them
Restricted Stock Units in such amounts and upon such terms and conditions as the
CEO shall determine, subject to the limitations, restrictions and provisions
contained in the Plan, including the following:

    


    
      	
              (a)

            	
              The
      CEO may not make any grants to or for the benefit of (1) members of the
      Board of Directors or (2) anyone subject to the requirements of Exchange
      Act Section 16(a);

            


    

    


    
      	
              (b)

            	
              The
      CEO must be a member of the Board of Directors at the time the CEO makes
      any grant under the Plan; and

            


    

    


    
      	
              (c)

            	
              The
      maximum number of Restricted Stock Units which may be granted under this
      Section 3.2 is ten percent (10%) of the number of shares of Common Stock
      authorized to be issued under the CIGNA Long-Term Incentive Plan minus any
      shares of Common Stock granted by the CEO under section 4.3 of that
      plan.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    ARTICLE
4

    Restricted
Stock Units

    


    4.1          Restricted Stock
Unit.  Each Restricted Stock Unit is a right to receive,
subject to the conditions of the Plan and any conditions specified by the
Committee (or CEO) at the time of grant, (a) one (1) share of Common Stock (the
payment of which is described in Section 4.4) and (b) one (1) Dividend
Equivalent Right (the payment of which is described in Section
4.2).

    


    4.2          Dividend Equivalent
Right.  Each Dividend Equivalent Right described in Section 4.1
shall be a right to receive cash payments, as described below.  Unless
the Committee (or CEO) provides in the applicable Restricted Stock Unit grant
document that cash payments of Dividend Equivalent Rights are to be deferred,
such cash payments will be made at least annually in each year the Restricted
Stock Unit is outstanding in an amount equal to the number of outstanding rights
multiplied by the amount of any dividend declared and paid on one share of
Common Stock in that year, to the extent the right is outstanding on each such
dividend record date.  If the Committee (or CEO) provides that the
cash payments are to be deferred, the Committee (or CEO) shall specify in the
grant document the time and form of payment in a manner that complies with the
requirements of Code Section 409A and the regulations thereunder.

    


    4.3          Restrictions on Restricted Stock
Units; Vesting.

    


    
      	
              (a)

            	
              Except
      as expressly provided below, a Restricted Stock Unit shall not be sold,
      transferred, assigned, pledged or otherwise disposed of by the
      Participant.  The Committee in its discretion may establish
      different restriction terms for different Restricted Stock Units evidenced
      by a single grant.

            


    

    


    
      	
              (b)

            	
              Prior
      to vesting, a Restricted Stock Unit shall be subject to forfeiture as
      described in Section 4.6(a).  Unless vesting is accelerated by
      the occurrence of one of the events described in Section 4.6(b) through
      (e), the portion of a Restricted Stock Unit described in Section 4.1(a)
      will become vested upon the payment date(s) specified in the applicable
      grant document.

            


    

    


    4.4          Time and Form of
Payment.  The portion of a vested Restricted Stock Unit
described in Section 4.1(a) shall be paid in a lump sum on the earlier of a
Participant’s death or the payment date(s) specified in the applicable
Restricted Stock Unit grant document.  Any payment upon a
Participant’s death shall be made to the Participant’s surviving spouse or, if
the Participant’s surviving spouse does not survive the Participant, to the
Participant’s estate during the 90 day period immediately following the
Participant’s death.  A Restricted Stock Unit shall cease to be
outstanding and a Participant shall have no further rights related to such
Restricted Stock Unit (including Dividend Equivalent Rights) upon the earlier of
payment or forfeiture of such Restricted Stock Unit under the terms of the
Plan.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    4.5          Share Issuance; Voting Rights;
Dividends.

    


    
      	
              (a)

            	
              No
      shares of Common Stock shall be issued under this Plan. This Plan is a
      Qualifying Incentive Plan under the CIGNA Long-Term Incentive Plan and any
      successor plan.  Any shares of Common Stock issued as the result
      of the vesting of a Restricted Stock Unit shall be paid out of that
      plan.

            


    

    


    
      	
              (b)

            	
              No
      Participant shall have any voting rights, rights to dividend payments, or
      any other rights of a holder of Common Stock merely because the
      Participant is granted a Restricted Stock Unit under this
      Plan.

            


    

    


    4.6          Termination
of Employment; Change of Control; Death.

    


    
      	
              (a)

            	
              Except
      as otherwise provided in Sections 4.6(b) through (e), in the event of
      Termination of Employment of a Participant, all unvested Restricted Stock
      Units held by the Participant on the date of Termination of Employment and
      all related rights (including Dividend Equivalent Rights) shall be
      forfeited, unless otherwise expressly provided by the
      Committee.

            


    

    


    
      	
              (b)

            	
              In
      the event of Termination of Employment by reason of a Participant's
      Retirement or Early Retirement, the Committee (or CEO) or its (the CEO’s)
      designee in the sole discretion of either may provide, before the
      Participant's Retirement or Early Retirement, that any or all unvested
      Restricted Stock Units held by the Participant shall immediately vest on
      the Participant’s date of Retirement or Early Retirement and shall be paid
      in accordance with Section 4.4.

            


    

    


    
      	
              (c)

            	
              In
      the event of Termination of Employment by reason of a Participant’s
      Disability, all unvested Restricted Stock Units as of the date of such
      event shall immediately vest and shall be paid in accordance with Section
      4.4.

            


    

    


    
      	
              (d)

            	
              In
      the event of a Participant’s Termination Upon a Change of Control, all
      unvested Restricted Stock Units as of the Termination date shall
      immediately vest and shall be paid in accordance with Section
      4.4.

            


    

    


    
      	
              (e)

            	
              In
      the case of the death of a Participant, all unvested Restricted Stock
      Units as of the date of death shall immediately vest and all vested but
      unpaid Restricted Stock Units shall be paid in accordance with Section
      4.4.

            


    

    


    4.7          Leave of
Absence.  The effect of approved leaves of absence on the
vesting of Restricted Stock Units shall be determined by the
Committee.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    ARTICLE
5

    Antidilution
Provisions

    


    Except as
otherwise expressly provided herein, the following provisions shall apply to all
Restricted Stock Units granted under this Plan:

    


    5.1          Stock Dividends, Splits,
Etc.  In the event of a stock dividend, stock split, or other
subdivision or combination of the Common Stock, the number of Restricted Stock
Units granted under this Plan and that are outstanding on the date of such an
event will be adjusted proportionately to maintain the Restricted Stock Unit to
share ratio described in Section 4.1.

    


    5.2          Merger, Exchange or
Reorganization.  In the event that the outstanding shares of
Common Stock are changed or converted into, exchanged or exchangeable for, a
different number or kind of shares or other securities of CIGNA Corporation or
of another corporation, by reason of a reorganization, merger, consolidation,
reclassification or combination, appropriate adjustment shall be made by the
Committee in the number and kind of shares that will be paid with respect to
outstanding Restricted Stock Units that have been granted under this Plan, to
the end that the proportionate interests of Participants shall be maintained as
before the occurrence of such event; provided, however, that in the event of any
contemplated transaction which may constitute a Change of Control of CIGNA
Corporation, the Committee, with the approval of a majority of the members of
the Board of Directors, may modify any and all outstanding Restricted Stock
Units so as to accelerate, as a consequence of or in connection with such
transaction, the vesting of such Restricted Stock Units. Any Restricted Stock
Units subject to this Section 5.2 shall be paid in accordance with Section
4.4.

    


    


    ARTICLE
6

    Administration
of Plan

    


    6.1          General
Administration.  The Plan is to be administered by the
Committee, subject to such requirements for review and approval by the Board of
Directors as the Board of Directors may establish.

    


    6.2          Administrative
Rules.  The Committee shall have full power and authority to
adopt, amend and rescind administrative guidelines, rules and regulations
pertaining to this Plan and to interpret the Plan and rule on any questions
respecting any of its provisions, terms and conditions.

    


    6.3          Decisions
Binding.  All decisions of the Committee concerning this Plan
shall be binding on CIGNA Corporation and its Subsidiaries and their respective
boards of directors, and on all Participants and other persons claiming rights
under the Plan.

    


    6.4          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.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    ARTICLE
7

    Amendments

    


    All
amendments to this Plan shall be in writing and shall be effective when approved
by the Board of Directors. Unless otherwise expressly provided by an amendment
or the Board of Directors, no amendment to this Plan shall apply to Restricted
Stock Units granted before the effective date of the amendment. A Participant's
rights with respect to outstanding Restricted Stock Units may not be abridged by
any amendment, modification or termination of the Plan without the Participant’s
individual consent.

    


    


    ARTICLE
8

    Other
Provisions

    


    8.1          Duration of the
Plan.  The Plan shall remain in effect until all Restricted
Stock Units covered by or granted under this Plan have been paid or forfeited
under the terms of this Plan.

    


    8.2          Early
Termination.  Notwithstanding the provisions of Section 8.1,
the Board of Directors may terminate this Plan at any time; but no such action
by the Board of Directors shall adversely affect the rights of Participants
which exist under this Plan immediately before its termination.

    


    8.3          Awards Not
Assignable.  Except as otherwise permitted by applicable law,
no Restricted Stock Unit or any rights related to a Restricted Stock Unit,
including any right to receive any payment under this Plan, shall be assignable
or transferable by a Participant except by will or by the laws of descent and
distribution.  Any other attempted assignment or alienation shall be
void and of no force or effect.

    


    8.4          Withholding
Taxes.  Upon the vesting or payment of any Restricted Stock
Unit or portion thereof described in Article 4, the Company shall have the right
at its option to:

    


    
      	
              (a)

            	
              require
      the Participant (or personal representative or beneficiary) to remit an
      amount sufficient to satisfy any legally required withholding taxes;
      or

            


    

    


    
      	
              (b)

            	
              deduct,
      from any amount payable, the amount of any taxes the Company may be
      required to withhold with respect to such
  transaction.

            


    

    


    The
Committee may require the Participant to remit such amount in whole or in part
in Common Stock. The Committee may establish such additional conditions as it
deems appropriate.  If the Participant remits such amount in Common
Stock, the number of shares of Common Stock delivered to or on behalf of a
Participant shall be reduced by the number of shares so
remitted.  Common Stock so remitted shall be valued using the Fair
Market Value of Common Stock as of the date the withholding obligation
arises.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    8.5          Participant's Rights
Unsecured.  The right of any Participant to receive future
payments under the provisions of the Plan shall be an unsecured claim against
the general assets of the Company.

    


    8.6          Future Participation Not
Guaranteed.  Participation in the Plan with respect any one or
more grants of Restricted Stock Units is not in and of itself to be construed as
evidence of a right to receive any subsequent Restricted Stock Unit
grant.

    


    8.7          Termination of
Employment.  CIGNA Corporation and each Subsidiary retain the
right to terminate the employment of any employee at any time for any reason or
no reason, and a Restricted Stock Unit grant under the Plan to a Participant is
not, and shall not be construed in any manner to be, a waiver of such
right.

    


    8.8          Successors.  Any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of CIGNA
Corporation, shall assume the liabilities of CIGNA Corporation under this Plan
and perform any duties and responsibilities in the same manner and to the same
extent that CIGNA Corporation would be required to perform if no such succession
had taken place.

    


    8.9          Construction.  The
terms used in this Plan shall include the feminine as well as the masculine
gender and the plural as well as the singular, as the context in which they are
used requires.

    


    8.10        Severability.  If
any provisions of the Plan, or any Restricted Stock Unit grant made under the
Plan, is held to be invalid, void or unenforceable, the validity of any other
provision of the Plan or grant made under the Plan shall not be
affected.

    


    8.11        Interpretation.  All
statutory or regulatory references in this Plan shall include successor
provisions.

    


    8.12        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.

    
 

     

     10