ex10-1.htm


     

    Exhibit 10.1

    
 

    


    FORM OF AGREEMENT AND
RELEASE

    


    This
Agreement and Release (Agreement) is dated December 9, 2009 (Today), and is between
H. Edward Hanway, [Address] (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 this
Agreement.  Under the Agreement, your employment will end, and you and
the Company agree to settle all issues concerning your employment and
termination of employment.

    


    1.Your Termination
Date.  Your employment with the Company will end on account of
your retirement on December 25, 2009 (the Termination Date).  Your
formal job responsibilities will end on the Termination Date.

    


    2. 
Your
Promises to the Company.

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

            	
              You
      will, on or before your Termination Date, return to CIGNA any CIGNA
      property that you now have, with the exception of your cell phone,
      computer and Blackberry, (for example: identification card, access card,
      office keys, company manuals, office equipment, records and
      files).  You will remain subject to CIGNA’s policies and
      procedures, including its Code of Ethics.  You also agree that,
      by signing this Agreement, you are formally resigning (a) from all officer
      or director positions you hold with CIGNA and (b) from all councils and
      business groups where you currently represent CIGNA; in cases of both (a)
      and (b) you will sign any additional paperwork that may be required by
      CIGNA or law to effectuate such
resignation.

            


    

    


    
      	
               
      

            	
              c.

            	
              You
      agree that, other than in the good faith performance of your services to
      CIGNA before your Termination Date, you will not, without first obtaining
      CIGNA's written permission, (i) disclose any Material Non-Public
      Information to anyone other than CIGNA employees who have a need to know
      the Material Non-Public Information or (ii) use any Material Non-Public
      Information for your benefit or for the benefit of any other person, firm,
      operation or entity unrelated to CIGNA.  “Material Non-Public
      Information” means all information (a) for which there is a substantial
      likelihood that a reasonable investor would consider such information
      important in making an investment decision; and (b) that has not been
      disseminated in a manner making it available to investors generally. 
      Material Non-Public Information includes, but is not limited to, financial
      data, personnel data, customer specific information, confidential customer
      lists, production and 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              sales
      information, supplier specific information, cost information, marketing
      plans and strategies, or other data or information that constitutes a
      trade secret.  After an item of Material Non-Public Information
      has become public knowledge, you shall have no further obligation under
      this paragraph 2.c regarding that information so long as you were not
      responsible, directly or indirectly, for permitting the information to
      become public knowledge without CIGNA’s
consent.

            


    

     

    
      	
               
      

            	
              d.

            	
              For
      two years after your Termination Date, you will not, within any part of
      the United States or any other country where CIGNA
      currently conducts business:

            


    

    


    
      	
               
      

            	
              (1)

            	
              (i)
      provide services (including as an employee, officer, director, agent, or
      in any other capacity) that are the same as, similar to, or overlap with
      the services that you provided to CIGNA as Chairman and Chief Executive
      Officer for or on behalf of any business, entity or company (collectively
      “Competitors”) that provides products or services that compete with those
      provided by CIGNA, including the following: health care and benefits
      related products and services, group disability insurance and
      administration services, life and accident insurance, expatriate services
      of the kind offered by CIEB, and workers’ compensation case management and
      related services (collectively, “Competitive Services”); (ii) own or
      operate a business that provides Competitive Services; or (iii) work for
      or become employed by (including, but not limited to, as a member of the
      board of directors of) a Competitor;
or

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
               
      

            	
              This
      paragraph 2.d(2) shall not apply to applications for employment submitted
      by CIGNA employees in response to general advertisements or to
      applications submitted voluntarily by CIGNA employees; provided that,
      prior to the submission of applications for, or offers of, employment,
      such CIGNA employees have not been solicited (as defined above) by you or
      by anyone acting on your behalf and that you have not been involved,
      either directly or indirectly, in hiring the CIGNA employee or identifying
      the CIGNA employee as a potential recruit;
or

            


    

    


    
      	
               
      

            	
              (3)

            	
              Solicit
      (as defined in paragraph 2.d.(2) above) in any manner any Covered
      Customers (as defined below) to (i) terminate or alter their business
      dealings with CIGNA; (ii) reduce the volume of their business dealings
      

            


    

     

     

    
      
        
        

      

      
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              with
      CIGNA; or (iii) enter into any new business arrangements with you or any
      business or enterprise with which you may become employed or affiliated in
      any way after leaving CIGNA, if such business arrangements would compete
      with, or adversely affect, any business arrangements that such Covered
      Customer has with CIGNA Today or has been planning to establish during the
      three-month period ending Today.  “Covered Customers” means any
      and all of the customers of CIGNA who were customers during the 12-month
      period ending on your Termination
Date.

            


    

     

    
      	
               
      

            	
              (4)

            	
              Solicit
      (as defined in paragraph 2.d(2) above) in any manner any Covered Vendors
      (as defined below) to: (i) terminate or alter their business dealings with
      CIGNA; (ii) reduce the volume of their business dealings with CIGNA; or
      (iii) enter into any new business arrangements with you or any business or
      enterprise with which you may become employed or affiliated in any way
      after leaving CIGNA, if such business arrangements would interfere with,
      or adversely affect, any business arrangements that any such Covered
      Vendor has with CIGNA Today or that CIGNA has been planning to establish
      during the three-month period ending Today.  “Covered Vendors”
      means any and all of the vendors of CIGNA with whom/which you dealt or
      otherwise had material contact during and by virtue of your employment
      with CIGNA.

            


    

    


    
      	
               
      

            	
              e.

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

            


    

    


    
      	
               
      

            	
              f.

            	
              You
      agree to cooperate with CIGNA in all investigations, litigation and
      arbitrations of any kind, to assist and cooperate in the preparation and
      review of documents and in meetings with CIGNA attorneys, and to provide
      truthful testimony as a witness or a declarant in connection with any
      present or future court, administrative agency, legislative, or
      arbitration proceeding involving CIGNA and with respect to which you have
      relevant information.  CIGNA will


            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              reimburse
      you, upon production of appropriate receipts and in accordance with
      CIGNA's then existing Business Travel Reimbursement Policy, the reasonable
      business expenses (including coach air transportation, hotel, and, similar
      expenses) incurred by you in connection with such assistance. All receipts
      for such expenses must be presented for reimbursement within 45 days after
      the expenses are incurred in providing such
  assistance.

            


    

     

    
      	
               
      

            	
              g.

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

            


    

    


    
      	
               
      

            	
              h.

            	
              You
      hereby acknowledge that you are aware that the securities laws of the
      United States generally prohibit any person who has material non-public
      information about a company from, among other things, (1) purchasing or
      selling securities of such company or securities convertible into such
      securities on the basis of such information or (2) communicating such
      information to any other person under circumstances in which it is
      reasonably foreseeable that such person may purchase or sell such
      securities or securities convertible into such
      securities.  Accordingly, you agree that you will not make any
      purchase or sale of, or otherwise consummate any transactions involving,
      CIGNA securities or securities convertible into CIGNA
      securities:  (i) while in possession of Material Non-Public
      Information regarding CIGNA, nor will you communicate such information in
      a manner that violates the securities laws of the United States
      (regardless of whether such communication would be permitted elsewhere in
      this Agreement) or (ii) outside of the 10b5-1 Plan you established on
      September 14, 2009, during the term of the 10b5-1 Plan.  In
      addition, you further agree that in the event you consummate a transaction
      involving CIGNA securities (or securities convertible into CIGNA
      securities) in compliance with the United States securities laws (i.e., at
      a time when you are not in possession of Material Non-Public Information),
      you will notify CIGNA Shareholder Services prior to consummating the
      transaction and work with CIGNA Shareholder services to file (or cause to
      be filed) any and all reports or notifications that may be required under
      Section 16 of the Securities and Exchange Act of 1934, as amended. Given
      your significant holdings in CIGNA securities, to reduce market impact and
      ensure orderly trading in CIGNA securities, you agree not to sell more
      than 15% 

            


    

     

     

    
      
        
        

      

      
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              of
      your total holdings (including wholly owned shares, 401(k) CIGNA Stock
      Fund and shares in the Deferred Compensation account) CIGNA securities (as
      measured from Today’s date) in any one
day.

            


    

     

    
      	
               
      

            	
              i.

            	
              In
      accordance with the Company’s Disgorgement for Restatements policy, in the
      event of a restatement of the Company’s consolidated financial statements,
      the Company subject to the discretion and approval of the Board shall have
      the right to recoup from you any portion of bonus or payments of Strategic
      Performance Units (Units) received by you if:   (i) the
      amounts of bonus or payment of Units was calculated based upon the
      achievement of certain financial results that were subsequently the
      subject of restatement; (ii) you were engaged in intentional misconduct
      that caused or partially caused the need for restatement; and (iii) the
      amount of the bonus of payment of Units that would have been awarded to
      you had the financial results been properly reported would have been lower
      than the amount actually awarded.

            


    

    


    
      	
               
      

            	
              j.

            	
              The
      Company reserves the right, but does not have the duty, to review your
      home security during the 12 months following your Termination Date and to
      make recommendations it deems
appropriate.

            


    

    


    


    
      3.  Pay and Benefits Until and After
Termination Date.

    

    


    
      	
            	
              a.  

            	
              From
      Today until your Termination Date, the Company will continue to pay you a
      salary at your current regular salary rate and you and your eligible
      dependents may continue to participate in the Company’s employee benefits
      programs in accordance with the terms of those
  programs.

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

            	
              You
      will receive no further time off benefits for 2009 after
      Today.

            


    

    


    
      	
               
      

            	
              d.

            	
              If
      you die before your Termination Date, the date you die will automatically
      be your new Termination Date and your salary will be payable only until
      your new Termination Date.  If you die before the Company pays
      you all amounts due under paragraphs 3.a, 3.h, or 3.l, of the Agreement,
      the remaining amounts will be paid to your surviving spouse, or, if you
      have no surviving spouse, to your estate. If you die before the payment of
      any other amounts described in this paragraph 3, the payments will be made
      under the terms of the applicable
plan.

            


    

    


    
      	
               
      

            	
              e.

            	
              None
      of the payments described in this paragraph 3, except for salary payments
      under paragraph 3.a, will be treated as eligible earnings for any benefits
      purposes, 

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              and
      salary payments will be treated as eligible earnings only to the extent
      provided by the terms of the applicable benefit
  plan.

            


    

     

    
      	
               
      

            	
              f.

            	
              Any
      coverage you have under the CIGNA Medical Plan or CIGNA Dental Plan on
      your Termination Date will expire at the end of the month containing your
      Termination Date.  You may elect to continue your Company group
      health care coverage for up to 18 additional months under the provisions
      of COBRA.  You may elect coverage under the Company’s retiree
      health care plan to begin as early as the month after your Termination
      Date or, if you elect COBRA coverage, the month after your COBRA coverage
      ends.  You will be billed monthly for COBRA
      coverage.  You may convert certain group benefits coverages to
      individual coverages under the terms of the Company’s benefits program.
      Any benefit coverage for which you may be eligible under the CIGNA retiree
      health care and life insurance plans will be provided to you under the
      provisions of those plans.

            


    

     

    
      	
               
      

            	
              g.

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

            


    

    


    
      	
               
      

            	
              h.

            	
              On
      or before March 15, 2010 but no earlier than January 1, 2010, the Company
      will pay you a cash bonus for service performed during 2009 in an amount
      equal to 100% of your annual
      bonus target times the Enterprise funding factor as approved by the People
      Resources Committee of the Board of Directors in a single lump sum (less
      applicable withholding).

            


    

    


    
      	
               
      

            	
              i.

            	
              You
      will be entitled to receive payments at the time specified in, and in
      accordance with the terms of, the CIGNA Long-Term Incentive Plan (Amended
      and Restated Effective as of January 1, 2008) for a prorated number of the
      Units that have been awarded to you, based on the number of months that
      you were employed during each 36-month performance period, as
      follows:

            


    

    


    
      	
               
      

            	
              73,334
      of Units granted for 2007-2009

            


    

    
      	
               
      

            	
              51,336
      of Units granted for 2008-2010

            


    

    
      	
               
      

            	
              17,598 of Units granted
      for 2009-2011

            


    

    


    
      	
               
      

            	
              j.

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

            


    

     

     

    
      
        
        

      

      
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              options
      that you hold on your Termination Date will be subject to the terms of the
      applicable plans and grant letters.

            


    

     

    
      	
               
      

            	
              k.

            	
              Any
      shares of restricted CIGNA Corporation stock (RSGs) that you hold on your
      Termination Date will vest (i.e. restrictions will lapse) on your
      Termination Date.

            


    

    


    
      	
               
      

            	
              l.

            	
              The
      Company will make a lump sum payment to you within 30 days after your
      Termination Date for any Paid Time Off days you earned in 2009 but have
      not used prior to your Termination
Date.

            


    

    


    
      	
               
      

            	
              m.

            	
              No
      executive financial services benefits will be provided after your
      Termination Date.

            


    

    
      	
               
      

            	
               

            


    

    
      	
               
      

            	
              n.

            	
              The
      Company will provide you with administrative
      assistant support up to 15 hours per
      week through
      December 31, 2010. However, you will pay the
      Company for the cost of the benefits provided during the first six months
      after your separation from service, which amount will be reimbursed to you
      by the Company in August, 2010. 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 will be 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.

            


    

    


    
      	
               
      

            	
              o.

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

            


    

    


    4.  Acknowledgment and Release of
Claims.

    


    
      	
               
      

            	
              a.

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

            


    

     

     

    
      
        
        

      

      
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              (iii)
      committed any civil wrong (tort) against you; or (iv) otherwise acted
      unlawfully toward you.

            


    

     

    
      	
               
      

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

            


    

    


    
      	
            	
              b.  

            	
              On
      behalf of yourself, your heirs, executors, administrators, successors and
      assigns, you hereby unconditionally release and discharge CIGNA, the
      various plan fiduciaries for the benefit plans maintained by or on behalf
      of CIGNA, and their successors, assigns, affiliates, shareholders,
      directors, officers, representatives, agents and employees (collectively,
      Released Person) from all claims (including claims for attorneys’ fees and
      costs), charges, actions and causes of action, demands, damages, and
      liabilities of any kind or character, in law or equity, suspected or
      unsuspected, past or present, that you ever had, may now have, or may
      later assert against any Released Person, including, but not limited to,
      arising out of or related to your employment with, or termination of
      employment from, the Company.  To the fullest extent permitted
      by law, this release includes, but is not limited
      to:  (i) claims arising under the ADEA, the Older Workers
      Benefit Protection Act, the Workers’ Adjustment and Retraining
      Notification Act, ERISA, FMLA, ADA, FLSA, and any other federal, state, or
      local law prohibiting age, race, color, gender, creed, religion, sexual
      preference/orientation, marital status, national origin, mental or
      physical disability, veteran status, or any other form of unlawful
      discrimination or claim with respect to or arising out of your employment
      with or termination from the Company, including wage claims;
      (ii) claims (whether based on common law or otherwise) arising out of
      or related to any contract (whether express or implied); (iii) claims
      under any federal, state or local constitutions, statutes, rules or
      regulations; (iv) claims (whether based on common law or otherwise)
      arising out of any kind of tortious conduct (whether intentional or
      otherwise) including but not limited to, wrongful termination, defamation,
      violation of public policy; and (v) claims included in, related to,
      or which could have been included in any presently pending federal, state
      or local lawsuit filed by you or on your behalf against any Released
      Person, which you agree to immediately dismiss with
    prejudice.

            


    

    


    For
purposes of implementing a full and complete release and discharge of all
Released Persons, you expressly acknowledge that this release is intended to
include not only claims that are known, anticipated, or disclosed, but also
claims that are unknown, unanticipated, or undisclosed.  You are aware
that there may be discovery of claims or facts in addition to or different from
those known or believed to be true with respect to the matters related
herein.  Nevertheless, it is 

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    your
intention to fully, finally, and forever settle and release all such matters,
and all claims related thereto, which now exist, may exist, or heretofore have
existed between you and any Released Person, whether suspected or
unsuspected.  In furtherance of such intention, this Agreement shall
be and remain in effect as a full and complete release of all such matters,
notwithstanding the discovery or existence of any additional or different claims
or facts relative thereto.

    


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

     

    
      	
            	
              c.

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


    

     

    
      	
              (1)  

            	
              any
      claims against the CIGNA 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 CIGNA 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 or other laws that are not, or may
      not be, as a matter of law, releasable or
  waivable;

            


    

    


    
      	
              (4)  

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

            


    

    


    
      	
              (5)  

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

            


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

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

    


    6.Applicable Law and Exclusive
Forum.  This Agreement is being made in Pennsylvania. Therefore,
this Agreement, including the promises contained in paragraph 2.d. of this
Agreement (the “Covenants”) will be interpreted, enforced and governed under the
laws of Pennsylvania (without regard to its conflict of laws principles);
provided, however, that your eligibility for, or the amount of any, employee
benefits shall be subject to the terms of the applicable benefit plans and the
provisions of the Employee Retirement Income Security Act of 1974, as amended
(ERISA).  Additionally, you and CIGNA hereby agree that that any
controversy or proceeding arising out of or relating to the Covenants shall be
brought exclusively in the United States District Court for the Eastern District
of Pennsylvania (“Federal Court”) or in any Pennsylvania court where venue is
appropriate and that has subject matter jurisdiction over the dispute
(collectively, “Pennsylvania Courts”) if the Federal Court lacks subject matter
jurisdiction to adjudicate the dispute or controversy.  Additionally,
you and CIGNA expressly waive any defense of inconvenient forum and any other
venue or jurisdiction-related defenses that you each might otherwise have in
such a proceeding brought in the Federal Court or Pennsylvania
Courts.

    


    7.Arbitration.  Without in
any way affecting the release in paragraph 4, any and all disagreements,
disputes or claims listed below will be resolved exclusively by arbitration in
the Philadelphia, Pennsylvania area; provided, however, that this Arbitration
provision shall not apply to claims or actions that are based (in whole or in
part) on or arise out of the Covenants.

    


    Arbitration
will be conducted in accordance with the Employment Dispute Resolution Rules of
the American Arbitration Association, as modified by Company.  Copies
of the Arbitration Policy and Rules and Procedures have been provided to
you.  A legal judgment based upon the Arbitrator’s award may be
entered in any court having jurisdiction over the matter.  Each party
shall be liable for its own costs and expenses (including attorneys’
fees).  You and the Company agree to arbitrate anything:

    


    
      	
               
      

            	
              a.

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

            


    

    


    
      	
               
      

            	
              b.

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

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    8.Final and Entire
Agreement.  This Agreement is intended to be the complete, entire
and final agreement between you and the Company.  It fully replaces
all earlier agreements or understandings; however, it does not replace the terms
of any employee benefit plan or terms included in any stock option or restricted
stock grant.  Neither you nor the Company has relied upon any other
statement, agreement or contract, written or oral, in deciding to enter into
this Agreement.  Any amendment to this Agreement must be in writing
and signed by both you and the Company.  Any waiver by any person of
any provision of this Agreement shall be effective only if in writing,
specifically referring to the provision being waived and signed by the person
against whom enforcement of the waiver is being sought.  No waiver of
any provision of this Agreement shall be effective as to any other provision of
this Agreement except to the extent specifically provided in an effective
written waiver.  Except as provided in Section 11 of this Agreement,
if any provision or portion this Agreement is determined to be invalid or
unenforceable in a legal forum with competent jurisdiction to so determine, the
remaining provisions or portions of this Agreement shall remain in full force
and effect to the fullest extent permitted by law and the invalid or
unenforceable provisions or portions shall be deemed to be reformed so as to
give maximum legal effect to the agreements of the parties contained
herein.

    


    9.  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 are hereby advised to review it
      with a lawyer of your choice.

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


    
      	
            	
              d.  

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

            


    

    


    
      	
            	
              e.  

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

            


    

    


    
      	
            	
              f.  

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

            


    

    


    10.Revoking the Agreement. 
You have seven calendar days from the date you sign this Agreement to revoke and
cancel it.  To do that, a clear, written cancellation letter, signed
by you, 

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    must be
received by Kristen Gorodetzer, CIGNA Corporation, 1601 Chestnut Street TL18K,
Philadelphia, PA, 19192 before 5:00 p.m. Eastern Time on the seventh calendar
day following the date you sign this Agreement.  The Agreement will
have no force and effect until the end of that seventh day; provided that,
during such seven-day period, the Company shall not be able to revoke this
Agreement or cancel it.

    


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

    


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

    


    
      	
               
      

            	
              a.

            	
              You
      may forfeit all or any portion of the amounts due
    hereunder;

            


    

    


    
      	
               
      

            	
              b.

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

            


    

    


    
      	
               
      

            	
              c.

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

            


    

    


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

    


    Upon a finding by a court of competent
jurisdiction or arbitrator that a release or waiver of claims provided for by
paragraph 4 above is illegal, void or unenforceable, the Company or you, as the
case may be, may require the other party to execute promptly a release that is
legal and enforceable and does not extend to Claims not released under paragraph
4.  If you fail to execute such a release within a reasonable period
of time, then this Agreement shall be null and void from Today on, and any money
paid to you by the Company after Today under paragraph 3 (except sub-paragraphs
3.a and 3.g) 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.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    This
paragraph 11 does not apply to any thing of value given to you for which you
actually performed services and by law you are entitled to receive.

    


    This
paragraph 11 is not intended to prevent you from instituting legal action for
the sole purpose of enforcing this Agreement or from filing a charge with, or
participating in an investigation conducted by, the Equal Employment Opportunity
Commission or any comparable state human rights agency; provided however, that
you expressly waive and relinquish any right you might have to recover damages
or other relief, whether equitable or legal, in any such proceeding concerning
events or actions that arose on or before the date you signed this
Agreement.  You agree to inform the EEOC, any other governmental
agency, any court or any arbitration organization that takes jurisdiction over
any matter relating to your employment or termination of employment that this
Agreement constitutes a full and final settlement by you of all claims released
hereunder.

    


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

    


    13.Notices.  Except as
provided below, any notice, request or other communication given in connection
with this Agreement shall be in writing and shall be deemed to have been given
(a) when personally delivered to the recipient or (b) provided that a written
acknowledgement of receipt is obtained, three days after being sent by prepaid
certified or registered mail, or two days after being sent by a nationally
recognized overnight courier, to the address specified in this paragraph 13 (or
such other address as the recipient shall have specified by ten days’ advance
written notice given in accordance with this paragraph 13).  Such
communication shall be addressed to you as follows (unless such address is
changed in accordance with this paragraph 13):

     

    H. Edward Hanway

    [Address]

    


    and to
the Company or CIGNA as follows:

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    Kristen
Gorodetzer

    CIGNA
Corporation

    1601
Chestnut Street TL18K

    Philadelphia,
PA, 19192

    


    However,
CIGNA and you may deliver any notices or other communications related to any
employee benefit or compensation plans, programs or arrangements in the same
manner that similar communications are delivered to or from other current or
former employees, including by electronic transmission and first class
mail.

    


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

    


    15.           Injunctive
Relief.  You agree that CIGNA shall, in addition to any other
relief available at law or equity, be entitled to injunctive relief and/or to
have the restrictive covenants contained in paragraph 2 specifically enforced by
a court of competent jurisdiction (without the requirement to post a bond), it
being agreed that any breach or threatened breach of the restrictive covenants
set forth in paragraph 2 would cause irreparable injury to CIGNA and that
monetary damages alone would not provide an adequate remedy.  The
remedies contained herein are cumulative and are in addition to any other rights
and remedies CIGNA may have at law or in equity.

    


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

    


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

    


    


    
      	
               

            	
              _____________________________

            
	
              Date

            	
              H.
      Edward Hanway

            


    

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              ____________________________

            
	
              Date

            	
              John
      Murabito

            
	 
      	
              on
      behalf of the Company

            


    

    


     

     

     

    15