ex10-1.htm


    
      Exhibit
10.1

    

     

    UAGREEMENT AND
RELEASE

    


    This
Agreement and Release (Agreement) is dated May 22, 2009 (Today), and is between
Michael W. Bell (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 June 5,
2009 (the Termination Date).  Your formal job responsibilities will
end May 26, 2009; however, you will remain available to provide transition
assistance to the incoming Chief Financial Officer and the Chief Executive
Officer through the Termination Date.  You will continue to have
access to email and voicemail accounts through the Termination
Date.

    


    2.           Your
Promises to the Company.

    


    
      	
               
      

            	
              a.

            	
              “CIGNA”
      means, as used throughout 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 (for example: identification card, access card,
      office keys, computer, cell phone, Blackberry, company manuals, office
      equipment, records and files); provided that you shall be permitted to
      keep and retain the telephone number associated with your cell phone and
      blackberry.

            


    

    


    
      	
               
      

            	
              c.

            	
              You
      will remain subject to CIGNA’s policies and procedures, including its Code
      of Ethics.

            


    

    


    
      	
               
      

            	
              d.

            	
              You
      also agree that by signing this Agreement, you are formally resigning from
      all officer or director positions you hold with CIGNA and will sign any
      additional paperwork that may be required by CIGNA or law to effectuate
      such resignation.

            


    

    


    
      	
               
      

            	
              e.

            	
              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 Confidential Information to
      anyone other than CIGNA employees who have a need to know the Confidential
      Information or (ii) use any Confidential Information for your benefit or
      for the benefit of any other person, firm, operation or entity unrelated
      to CIGNA.  “Confidential Information” means all information that
      is (a) disclosed to or known by you as a consequence of or through your
      employment with the Company or its affiliates and (b) not generally known
      to persons, corporations, organizations or others outside of
      CIGNA.  Confidential Information includes, but is not limited
      to, 

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	technical
      or non-technical data, formulas, computer programs, devices, methods,
      techniques, processes, 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 Confidential Information has
      become public knowledge, you shall have no further obligation under this
      paragraph 2.e 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.


    

     

    
      	
               
      

            	
              f.

            	
              For
      one year 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 that are the same as, similar to, or overlap with the
      services that you provided to CIGNA as Executive Vice President and Chief
      Financial Officer for or on behalf of the following:  Aetna,
      Inc.; Allianz SE; BCBS Massachusetts; BCBS Michigan; BCBS Minnesota; BCBS
      of Florida; Blue Shield of California; The British United Provident
      Association, Inc. (BUPA); CareFirst, Inc.; Coventry Healthcare Inc.;
      Healthcare Service Corporation and its affiliates; Healthnet, Inc.;
      Healthways, Inc.; Horizon BCBS of New Jersey; Humana, Inc.; Inverness
      Medical Innovations, Inc.; Kaiser Permanente; Medco Health Solutions;
      MetLife Inc.; Prudential PLC; Prudential Financial, Inc.; The Standard;
      The Hartford Financial Services Group, Inc.; UnitedHealth Group, Inc.;
      UNUM Corporation; Walgreens Co. (WAG); and WellPoint, Inc. (collectively
      “Competitors”)- each of which provides products or services that compete
      with those provided by CIGNA, including the following: healthcare and
      benefits related products and services, group disability insurance and
      administration services, life and accident insurance, 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 a
      Competitor.  The parties agree that this paragraph 2f.(1)
      supersedes and replaces any similar non-compete provision contained in any
      equity grant agreement, option agreement or other agreement between you
      and CIGNA. The EVP, Human Resources and Services has the authority to
      remove a Company from the list of
Competitors.

            


    

    


    
      	
               
      

            	
              g.

            	
              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)

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

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              This
      paragraph 2.g(1) shall not apply to applications for employment submitted
      by CIGNA employees in response to general advertisements or to
      applications submitted voluntarily by CIGNA employees or to offers of
      employment to such CIGNA employees; provided in all cases that, prior to
      the submission of applications for, or offers of, employment, such CIGNA
      employees have not been solicited 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

            


    

    


    
      	
               
      

            	
              (2)

            	
              solicit
      (as that term is defined in paragraph 2.g(1) 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 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 customer has with CIGNA Today or has been planning
      to establish during the three-month period ending Today.  For
      purposes of this Agreement, the term “Covered Customers” shall mean and
      include any and all of the customers of CIGNA with whom/which you dealt or
      otherwise had material contact during and by virtue of your employment
      with CIGNA; or

            


    

    


    
      	
               
      

            	
              (3)

            	
              solicit
      (as that term is defined in paragraph 2.g.(1) 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 compete 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.  For the purpose of this Agreement, the term “Covered
      Vendors” shall mean and include 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.

            


    

    


    
      	
               
      

            	
              h.

            	
              You
      acknowledge and agree that you have, and in the past have had, access to
      CIGNA's Confidential Information, that CIGNA's
      business competes on a global basis, that CIGNA's sales and marketing
      plans are for continued expansion 

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	throughout
      the United States of America and globally, and that the global nature of
      the non-compete and non-solicitation restrictions contained in paragraphs
      2.f. and 2g. and the time limitations contained in paragraphs 2.f. and
      2.g. are reasonable and necessary to protect CIGNA’s legitimate business
      interests and Confidential Information.  You further agree that
      if any court or arbitrator determines that paragraph 2.f. or 2.g. or any
      part thereof 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.


    

    


    
      	
               
      

            	
              i.

            	
              You
      agree to cooperate with CIGNA in all investigations and
      litigation/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, or
      arbitration proceeding involving CIGNA and with respect to which you have
      relevant information.  CIGNA agrees to schedule meetings or
      conferences at mutually convenient times so as to minimize disruption to
      your work or personal schedule.  CIGNA will 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.

            


    

    


    
      	
               
      

            	
              j.

            	
              You
      agree that between Today and June 5, 2014 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.  CIGNA agrees that between Today and June 5, 2014,
      Messrs. Hanway, Murabito and Cordani will not at any time make any verbal
      or written statement, whether in public or in private that disparages your
      integrity, reputation, or performance. It shall not, however, be a
      violation of this paragraph for you or Messrs Hanway, Murabito or Cordani
      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 you or 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.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              k.

            	
              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 while in
      possession of material Confidential 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).  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 Confidential Information), you will
      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.

            


    

    


    


    3.           Your Severance
Arrangements.

    


    
      	
               
      

            	
              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 or CIGNA Long-Term Disability Plan after
      Today.

            


    

    


    
      	
               
      

            	
              c.

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

            
	 	 	 
	 	d.	If
      you die before the Company pays you all amounts due under paragraph 3 of
      the Agreement,
      the remaining amounts will be paid to your surviving spouse in a lump sum
      within 90 calendar days after the date of your death, but in no event
      later than March 15, 2010.  (However, plan benefits under
      paragraph 3.g and SPU payments under 3.i will be payable under the terms
      of the applicable plan.)  If you have no surviving spouse, the
      payment will be made to your estate. If you die before your Termination
      Date, the date you die will automatically be your new Termination Date
      (but the lump sum payment below shall be calculated as if you had remained
      employed until the original Termination
Date).


    

       

    
      	
               
      

            	
              e.

            	
              The
      Company will make payments to you totaling $670,019 (less applicable
      withholding), as follows:

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (1)

            	
              $12,307.69
      payable in one installment during the period from June 7, 2009 through
      June 12, 2009;

            


    

    


    
      	
               
      

            	
              (2)

            	
              $344,615.32
      payable in 14 bi-weekly installments of $24,615.38 during the period from
      June 14, 2009 through December 26, 2009;
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              $313,095.99
      payable in a lump-sum on or before July 3,
2009.

            


    

    


    
      	
               
      

            	
              None
      of the payments described in this paragraph 3, except for paragraph 3.a,
      will be treated as eligible earnings for any benefits purposes including,
      but not limited to, pension plan calculation
  purposes.

            


    

    


    
      	
               
      

            	
              f.

            	
              During
      the period that you receive bi-weekly payments under paragraph 3.e(1) and
      3.e(2) of this Agreement (the Payment Period), your Company Basic Life
      Insurance coverage will continue at the Company’s expense; valued at
      $1,181.  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.  However, if you elect
      COBRA coverage, you may continue that coverage for up to 18 additional
      months under the provisions of COBRA.  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.

            


    

    


    
      	
               
      

            	
              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 July 3, 2009, the Company will pay you a cash bonus (less
      applicable withholding) for service performed during 2009 in an amount
      equal to 41.66% of your annual bonus target; therefore the payment due
      hereunder is $333,333 (less applicable
  withholding).

            


    

    


    
      	
               
      

            	
               i.

            	
              Provided
      you sign and do not revoke this Agreement, you will be entitled to receive
      payments at the time and in the form specified in the CIGNA Long-Term
      Incentive Plan (Amended and Restated Effective as of January 1, 2008) for
      a prorated number of the Strategic Performance Units (Units) that have
      been awarded to you, at the target
      value ($75) per Unit based on the number of months that you were employed
      during each 36 month performance period, as
  follows:

            


    

    
      	
               
      

            	
              §

            	
              20,461
      of Units granted for 2007-2009; therefore the payment due in 2010
      hereunder is $1,534,575 (less applicable
  withholding)

            


    

    
      	
               
      

            	
              §

            	
              11,019
      of Units granted for 2008-2010; therefore the payment due in 2011
      hereunder is $826,425 (less applicable
  withholding).

            


    

    
      	
               
      

            	
              §

            	
              2,341
      of Units granted for 2009-2011; therefore the payment due in 2012
      hereunder is $175,575 (less applicable
  withholding).

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              The
      Company expects to make all payments under this paragraph 3.i. no later
      than May 15 of the applicable year.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              With
      respect to shares of restricted CIGNA Corporation stock (RSGs) that you
      hold on your Termination Date, your rights will be determined by the terms
      of the applicable plan and grant letter, including the attachment to the
      grant letter; provided, however, that any restricted covenants contained
      in such RSG grants are hereby replaced and superseded by paragraphs 2.f.
      and 2.g.of this Agreement.

            


    

    


    
      	
               
      

            	
              k.

            	
              The
      Company will provide you with reasonable outplacement services, in
      accordance with the Company’s standard program for executive level
      employees in effect Today.  In no event will such services
      extend beyond the last day of the second year following the year in which
      your separation from service occurs.

            
	 	 	 
	 	
              l.

            	
              No
      Executive Financial Services benefits will be provided after your
      Termination Date.

            


    

     

    
      	
               
      

            	
              m.

            	
              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 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), etc., 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 the Company has not
      (i) discriminated against you in contravention of these laws; (ii)
      breached any contract with you; (iii) committed any civil wrong (tort)
      against you; or (iv) otherwise acted unlawfully toward
  you.

            


    

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              You
      further acknowledge that the Company 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, 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 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.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    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 as of the date you signed this
Agreement.  If you, without your prior knowledge and consent, 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 the Company are not releasing):

    


    
      	
               
      

            	
              (1)

            	
              any
      claims against the Company for promises it is making to you in this
      Agreement;

            


    

    


    
      	
               
      

            	
              (2)

            	
              any
      claims for benefit payments to which the Plan Administrator determines you
      are entitled under the terms of any retirement, savings, or other employee
      benefit programs in which the Company participates (but your Release does
      cover any claims you may make for severance benefits beyond those
      described or referred to in this Agreement 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 the Company’s (and, if
      applicable, any Company affiliate’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, the Company is not admitting that it
(or any Released Person) has done anything wrong or violated any law, rule,
order, policy, procedure, or contract, express or implied, or otherwise incurred
any liability.  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 Covenants contained in paragraphs 2.f.
and 2.g. of this Agreement) will be interpreted, enforced and governed under the
laws of the Commonwealth 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.  You and CIGNA
further agree that the Pennsylvania Courts shall have exclusive jurisdiction
over any such controversy or proceeding, and that you each irrevocably waive any
and all other rights of jurisdiction or venue that you or CIGNA might otherwise
have with regard to claims or controversies arising under (or relating to) the
Covenants.  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 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 any alleged breach of any of the Covenants contained in paragraphs 2.f.
and 2.g. of this Agreement or that otherwise are based 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:

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              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).

            


    

    


    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; provided that the
covenants and provisions in paragraphs 2, 4 and 7 above supersede in their
entirety any similar provisions in any employee benefit plan or stock option or
restricted stock grant plan or materials.  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.  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 were 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.

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              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, 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 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.)

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    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.

    


    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 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    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):

     

    Michael W. Bell


    


    and to
the Company or CIGNA as follows:

    


    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.

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
 

    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:

    


    


    
      	
              5/22/09

            	
              /s/ Michael W.
      Bell

            
	
              Date

            	
              Michael
      W. Bell

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              5/22/09

            	
              /s/ John
      Murabito

            
	
              Date

            	
              John
      Murabito

            
	 
      	
              on
      behalf of the Company

            


    

    
 

     

     

     15