ex4-2.htm


     

    Exhibit
4.2


    CIGNA
SUPPLEMENTAL 401(k) PLAN

    (Effective
as of January 1, 2010)

    


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

    ARTICLE
1

    Definitions

    


    These
terms have the following meanings under the Plan.

    


    
      	
              1.1

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

            


    

    


    
      	
              1.2

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

            


    

    


    
      	
              1.3

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

            


    

    


    
      	
              1.4

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

            


    

    


    
      	
              1.5

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

            


    

    
      	
               
      

            	 


    

    
      	
              1.6

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

            


    

    


    
      	
              1.7

            	
              Board of Directors – the
      board of directors of CIGNA
Corporation.

            


    

    


    
      	
              1.8

            	
              Change of Control – any
      of these events:

            


    

    


    
      	
              (a)

            	
              

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

              

            	
            


    

    


    
      	
              (b)

            	
              

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

              

            	
            


    

    


    
      	
            	
              

                (1)

              

            	
              a
      merger or consolidation immediately following which the individuals who
      constituted the Board of Directors immediately prior thereto constitute
      at

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              least
      a majority of the board of directors of the entity surviving such merger
      or consolidation or the ultimate parent thereof;
  or

            


    

    


    
      	
              (2)

            	
               

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

            


    

    


    
      	
              (c)

            	
               

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

            


    

    


    
      	
              (d)

            	
               

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

            


    

    


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

    


    
      	
              1.9

            	
              Code – the Internal
      Revenue Code of 1986, as amended.

            


    

    


    
      	
              1.10

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

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      
        	
                1.11

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

              


      

       

    

    
      	
              1.12

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

            


    

    


    
      	
              1.13

            	
              Eligible Earnings –
      “Eligible Earnings” as defined under the 401(k)
  Plan.

            


    

    
      


      
        	
                1.14

              	
                ERISA – the Employee Retirement
      Income Security Act of 1974, as
amended.

              


        


        
          	
                  1.15

                	
                  Exchange Act – the Securities
      Exchange Act of 1934, as
amended.

                


        

         

      

    

    
      	
              1.16

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

            


    

    


    
      	
              1.17

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

            


    

    


    
      	
              1.18

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

            


    

    


    
      	
              1.19

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

            


    

    


    
      	
              1.20

            	
              Plan Year – the calendar
      year January 1 to December 31.

            


    

    


    
      	
              1.21

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

            


    

    


    
      	
              1.22

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

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


    
      	
              1.23

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

            


    

    


    
      	
              1.24

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

            


    

    


    


    ARTICLE
2

    Participation;
Non-Elective Deferrals

    


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

    


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

    


    (a)           Either:

    


    
      	
               
      

            	
              (1)

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

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
              (b)

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

            


    

    


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


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


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

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


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

    


    


    ARTICLE
3

    Deferred
Compensation Account

    


    3.1           Account Credits.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


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

    


    3.3           Hypothetical Investment of
Account.

    


    
      	
              (a)

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

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
              (b)

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

            


    

    


    
      	
              (c)

            	
              If
      a Change of Control occurs:

            


    

     

    
      	
               
      

            	
              (1)

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

            


    

     

    
      	
               
      

            	
              (2)

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

            


    

     

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

    


    


    ARTICLE
4

    Payment
of Benefits

    


    4.1           Time and Form of
Payment.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    

    


    4.2           Payments of a Deceased Participant's
Account.

    


    
      	
              (a)

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

            


    

    


    
      	
              (b)

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

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


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

    


    


    ARTICLE
5

    General
Provisions

    


    5.1           Participant's Rights
Unsecured.  The right of a Participant (or Beneficiary) to receive
payments under the Plan represents an unsecured claim against the general assets
of the Company that employs the Participant at the time that the compensation
deferred otherwise would have been paid, or against the general assets of any
successor company that assumes (or in case Participant transfers to employment
with a different Company, is assigned) the liabilities of that
Company.  No Company guarantees or is liable for payments to any
Participant employed by any other Company.  Participant’s Account
represents a mere promise by a Company to make payments in the
future.  The Plan at all times shall be considered entirely unfunded
for both tax purposes and for purposes of Title I of ERISA.

    


    5.2           Assignability.  Except as
otherwise permitted by applicable law, no right to receive Plan
payments shall be transferable or assignable by a Participant or Beneficiary or
subject in any manner to anticipation, sale, alienation, pledge, encumbrance,
attachment or garnishment by creditors of a Participant or Beneficiary, and any
such attempt shall be void and of no force or effect.

    


    5.3           Administration.  The
Chair of the Corporate Committee shall appoint the Plan
Administrator.  Except as otherwise provided by the Plan, the Plan
Administrator shall administer the Plan and shall have authority to adopt
administrative rules and regulations.  The Plan Administrator may, by
contract, designation or other arrangement, provide for others to perform
ministerial duties and record keeping.

    


    5.4           Administrative
Discretion.  The Plan Administrator and Corporate Committee shall,
as to the responsibilities allocated to them separately under the Plan, have the
sole and absolute discretion to interpret, construe and implement the provisions
of the Plan, including any disputed or ambiguous terms; to make determinations
relating to eligibility and benefits; and to make findings of
fact.  Their determinations shall be final and binding on all
parties.  If the Plan Administrator is also a Participant, the Chair
of the Corporate Committee (and not the Plan Administrator) shall make
determinations under the Plan related to the Plan Administrator as
Participant.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    5.5      
    Amendment.  The Plan
may be amended, restated, modified, or terminated by the Board of Directors or
the Board Committee.  No amendment, restatement, modification, or
termination shall reduce the balance of a Participant's Account as of the
Valuation Date immediately preceding such action.

    


    5.6           Tax
Withholding.   The Company or other payor may withhold
from a benefit payment under the Plan or a Participant’s wages in order to meet
any federal, state, or local withholding obligations with respect to a payment
or accrual under the Plan.  The Company may also accelerate and pay a
portion of a Participant’s benefits in a lump sum equal to the Federal Insurance
Contributions Act (“FICA”) tax imposed and the income tax withholding related to
such FICA amounts.

    


    5.7           Corporate
Reorganization.  If a company that employs a Participant ceases
to be a Subsidiary and retains liabilities and responsibility for a
Participant’s Account, then the Corporate Committee and Plan Administrator shall
have no further liability or responsibility for that Account or any legal
obligation toward Participant after the company ceases to be a
Subsidiary.  That company shall designate a governing committee and
plan Plan Administrator, as appropriate, to assume liability and responsibility
for administration of the Account as of the date the company ceases to be a
Subsidiary.

    


    5.8           Section 409A
Compliance.  It is intended that the Plan comply with the
requirements of Code Section 409A, and the Plan shall be so administered and
interpreted.

    


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

    


    5.10        
Claims
Procedure.

    


    
      	
              (a)

            	
              Filing a Claim for
      Benefits.  This paragraph 5.10(a) shall apply to any
      claim for a benefit under the Plan.  A Participant or
      Beneficiary or an authorized representative of a Participant or
      Beneficiary (“Claimant”) shall notify the Plan Administrator or its
      delegate of a claim for benefits under the Plan.  Such request
      may be in any form adequate to give reasonable notice to the Plan
      Administrator or its delegate and shall set forth the basis of such claim
      and shall authorize the Plan Administrator or its delegate to conduct such
      examinations as may be necessary to determine the validity of the claim
      and to take such steps as may be necessary to facilitate the payment of
      any benefits to which the Claimant may be entitled under the
      Plan.  The Plan Administrator shall make all determinations as
      to the right of any person to a benefit under the
  Plan.

            


    

    


    If the
Plan Administrator requires more than 90 days to process a claim because of
special circumstances, an extension may be obtained by notifying the Claimant
within 90 days of the date the claim was submitted that a decision on the claim
will be delayed, what circumstances have caused the delay, and when a decision
can be expected.  The extension


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    period
shall not exceed an additional 90 days;  provided, however, that in
the event the Claimant fails to submit information necessary to decide a claim,
such period shall be tolled from the date on which the extension notice is sent
to the Claimant until the date on which the Claimant responds to the request for
additional information.

    


    
      	
              (b)

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

            


    

    


    
      	
                

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

            


    

    


    
      	
                

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

            


    

    


    
      	
                

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

            


    

    


    
      	
                

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

            


    

    


    
      	
              (c)

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

            


    

    
       

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 

              	
                reasonable
      access to, and copies of, all documents, records, or other information
      relevant to the Claimant's claim for benefits; and (ii) a statement
      describing any voluntary appeal procedures offered by the Plan, and a
      statement of the Claimant's right to bring an action under ERISA Section
      502(a).

              




    

    
      	
              (d)

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

            


    

    


    
      	
              (e)

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

            


    

    


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

     

     

     

     

     

    10