Unassociated Document




Exhibit
10.5(b)




AMENDMENT
NO. 1 TO THE 

CIGNA
EXECUTIVE SEVERANCE BENEFITS PLAN




Under
Section 4.1 of the CIGNA Executive Severance Benefits Plan (the “Plan”), CIGNA
Corporation has retained the right to amend the Plan. CIGNA Corporation wishes
to amend the Plan to change the severance benefits payable to executives
terminated following a Change of Control (as defined in the Plan) and to permit
Plan changes following a Change of Control with the consent of affected
executives.




Effective
February 23, 2000, CIGNA Corporation amends the Plan as follows:

 

1. Section
1.19 is amended entirely as follows:


2. New
Section 1.20 is added at the end Article 1:





	
      1.19 
      
	
      “Termination upon a Change of Control”
      means the termination upon or within two (2) years following a Change of
      Control of a Participant's employment with CIGNA (a) initiated by CIGNA or
      a successor, other than a Termination for Cause, or (b) initiated by the
      Participant after determining in the Participant's reasonable judgment
      that there has been a material reduction in the Participant's authority,
      duties or responsibilities, any reduction in the Participant's
      compensation, or any changes caused by CIGNA or successor in the
      Participant's principle office location of more than thirty-five (35)
      miles from its location on the date of the Change of Control. Participant
      shall have notified the Executive Vice President - Human Resources and
      Services or the Chief Executive Officer in writing that he has experienced
      a material reduction, and shall describe the event that he believes
      constitutes a material reduction. The written explanation of reduction
      must be delivered within 30 calendar days after such reduction and at
      least two weeks before termination.




 



	
      1.20 
      
	
      "Covered
      Senior Executive"
      means the following Covered Executives: the Chief Executive Officer of
      CIGNA Corporation, the Chief Operating Officer of CIGNA Corporation and
      the President (or other chief officer) of each CIGNA Corporation operating
      and staff division if the Covered Executive reports directly to either the
      Chief Executive Officer or the Chief Operating Officer of CIGNA
      Corporation.






3. Sections
3.3 and 3.4 are amended entirely as follows:

 

 
























	3.3  	
      Basic
      Severance Pay.
      Instead of Basic Severance Pay under Schedule II of the Severance Pay
      Plan, a Terminated Participant’s Basic Severance Pay shall be calculated
      and paid as follows:








	(a)  	
      Basic
      Severance Pay shall equal the Terminated Participant’s base salary rate,
      stated in weekly terms, multiplied by 156 weeks for Covered Senior
      Executives and 104 weeks for all other Covered Executives. The “base
      salary rate” shall be the Terminated Participant's base salary rate
      immediately before the Termination of Employment Date or on the date of
      the Change of Control, whichever rate is
higher.








	(b)  	
      Unless
      the Terminated Participant elects a lump sum payment, Basic Severance Pay
      shall be paid to Covered Senior Executives in 78 equal biweekly
      installments over 156 weeks and to other Covered Executives in 52 equal
      biweekly installments over 104 weeks.








	
      3.4 
      
	
      Supplemental
      Severance Pay.








	(a) 
       	
      Instead
      of Supplemental Severance Pay under Schedule II of the Severance Pay Plan,
      a Terminated Participant’s Supplemental Severance Pay shall be the product
      of the Base Amount described in paragraph 3.4(b) and the applicable
      Multiplier described in paragraph 3.4(c).








	 	
      (b)   
      
	
      The
      Base Amount shall be the higher of:








	 	
      (1)
	
      the
      last bonus actually received by the Terminated Participant;
    or








	 	
      (2)
	
      the
      amount of the Target Award that was applicable to the Terminated
      Participant immediately preceding the Change of Control. “Target Award”
      means (A) the target bonus award established by the Board or Committee for
      determining appropriate levels of incentive compensation payments under
      the CIGNA Management Incentive Plan or the CIGNA Executive Incentive Plan
      or (B) for any position for which no such target award has been
      established, the median level of annual incentive compensation paid for
      executives in comparable positions by a group of competitor companies,
      which median level has been approved by the Board or
      Committee.








	 	
      (c)  
      
	
      The
      Multiplier shall be:








	 	
      (1)
	
      300%
      for Covered Senior Executives; and








	 	
      (2)
	
      200%
      for all other Covered Executives.








	 	
      (d)  
      
	
      Supplemental
      Severance Pay shall be paid to the Terminated Participant in 52 equal
      bi-weekly installments over a two-year period, unless the Terminated
      Participant elects a lump sum payment.








 









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4. Section
4.1 is amended entirely as follows:





	
      4.1
	
      Amendment;
      Termination.
      This Plan may be amended, modified or terminated by the Board or
      Committee, in the sole and absolute discretion of either, at any time,
      prior to 6 months before a Change of Control. For the period beginning 6
      months before and ending two years following a Change of Control, no
      amendment, modification or termination which would adversely affect a
      Participant in any manner may be made without the express written consent
      of that Participant.










 

 

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