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David M. Cordani


President and CEO



	 	 
	May 9, 2013	 
	Thomas A. McCarthy	

Routing  W2SLT


900 Cottage Grove Road


Hartford, CT 06152


Telephone  860.226.7482


Facsimile  860.226.3099


david.cordani@cigna.com












Dear Tom:







Congratulations on your promotion with Cigna effective July 12, 2013.  I am delighted to confirm your new compensation package as you assume the position of Executive Vice President, Chief Financial Officer.








	
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Base Salary – will increase to a pre-tax annualized rate of $600,000, effective July 12, 2013. This amount will be reviewed annually based on your performance and pay position relative to the competitive market.













	
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Annual Incentive – your annual target will become $600,000 for the 2013 performance year.  As you are aware, annual incentive is typically paid in the first quarter of the year following the performance period and is not considered earned until the date paid.













	
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Long-Term Incentive – your annual long-term opportunity will become $2,100,000 and will continue to consist of the following two components:













	
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Stock Options – grants are typically awarded in the first quarter each year and may vary from 0 to 200% of target based on individual performance and potential.  Options typically vest over a 3 year period and expire no later than 10 years after grant.  The 2014 annual target is $1,050,000.













	
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Strategic Performance Shares (SPS) – grants are typically awarded in the first quarter of each year and may vary from 0 to 200% of target based on individual performance.  SPS awards are typically paid or vested three years after the beginning of the performance period.  Awards are not considered earned until the date paid or vested.  The 2014 annual target is $1,050,000.












Stock Ownership Guidelines – To align management and shareholder interests Cigna executives are subject to stock ownership guidelines.  Your stock ownership guideline for this position will be 300% of your base salary.







NEW TOTAL ANNUAL COMPENSATION OPPORTUNITY:                   $3,300,000







Also, the following long-term incentive awards with an estimated present value of $1,312,500 will be awarded to you:








	
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a transitional SPS award with a grant date value $175,000; shares earned (paid) in 2014 per the plan’s formula








	
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a transitional SPS award with a grant date value $437,500; shares earned (paid) in 2015 per the plan’s formula








	
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a transitional SPS award with a grant date value $700,000; shares earned (paid) in 2016 per the plan’s formula







 


 


 


 


 




  





  











  






 


 



	
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The changes above have no impact on previously awarded bonuses, stock options, SPS or restricted stock grants.  The compensation program elements – annual incentive, stock options and strategic performance shares are those of our current program and may be subject to modification or enhancement by the Board of Directors.  As an executive of the company, your compensation will be subject to any future program changes.









Tom, I look forward to continuing to partner with you.







Sincerely,







/s/ David M. Cordani







David M. Cordani