CIGNA Corporation Exhibit 10.15




Exhibit
10.15




AGREEMENT
AND RELEASE




This
Agreement and Release (Agreement) is dated August 30, 2004 (Today), and is
between John W. Coyle, [Address] (you), and Connecticut General Life
Insurance Company, a Connecticut 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 the 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. The Company
will pay you certain benefits described in this agreement. In turn, you are
releasing legal claims against the Company.




1. Your
Termination Date. Your
employment with the Company will end by mutual consent on January 14, 2005 (the
Termination Date). However, your job responsibilities will end no later than
November 1, 2004.




2. Pay
and Benefits Until Termination Date. 





	 	
      a.
	
      From
      Today until your Termination Date, the Company will pay you your current
      regular salary and you may continue to participate in the Company’s
      employee benefits programs. 








	 	
      b.
	
      You
      agree that you will not be covered by the CIGNA Short-Term Disability Plan
      or CIGNA Long-Term Disability Plan after November 1, 2004. If you become
      disabled after November 1, 2004 and before the Termination Date, the
      Company will continue to pay you your regular salary until the Termination
      Date.








	 	
      c.
      
	
      If
      you die before the Company pays you all amounts due under paragraphs 2 and
      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.
      If you have no surviving spouse, the payment will be made to your estate.
      If you die before January 14, 2005, the date you die will automatically be
      your new Termination Date (but the above lump sum payment shall be
      calculated as if you had remained employed until January 14,
      2005).




 

3. Your
Severance Benefits. 





	 	
      a.
	
      The
      Company will make 5 bi-weekly payments (less applicable taxes and
      withholding) to you, and each payment will equal 1/26 of your current
      annual salary rate. These payments will be made during the period from
      January 17, 2005 to March 25, 2005.




 

 


 




















 

If you
become employed elsewhere and so notify the Company in writing, the bi-weekly
payments shall stop (or shall not begin), and the Company shall pay you any
remaining part in a lump sum as soon as practicable (but not before January 14,
2005). These payments will not be treated as eligible earnings for any benefits
purposes.





	 	
      b.
	
      During
      the period you receive any bi-weekly installment payments under
      sub-paragraph 3.a (the Payment Period), you will be eligible to continue
      the Signature Benefits group health care and life insurance coverages you
      may have on the same basis as active employees. During the Payment Period,
      your Signature Benefits Basic Life Insurance coverage will continue at the
      Company’s expense. Under the provision of federal law (COBRA), you may
      elect to continue your Company group health care coverage after your
      Termination Date. If you elect COBRA coverage, the Company will subsidize
      the COBRA rates (that is, you will pay the same rates as if you continued
      to be employed) you pay during the Payment Period and will not subsidize
      the rates after the Payment Period. You will be billed monthly. You may
      convert certain group benefits coverages to individual coverages under the
      terms of the Signature Benefits program.








	 	
      c.
	
      Any
      benefits you may have earned under the CIGNA Deferred Compensation,
      Pension, Supplemental Pension, and 401(k) Plans will be payable to you
      under the provisions of those plans.








	 	
      d.
	
      In
      March 2005, the Company will pay you a cash bonus for service performed in
      2004 in an amount equal to your annual target multiplied by the
      performance rating that applies to the Core Medical business for
      2004.








	 	
      e.
	
      In
      May 2005, the Company will pay you for the Strategic Performance Unit
      award related to the 2002 to 2004 performance period. The number of units
      associated with the award will be prorated based on the percentage of time
      during the performance period that you will have been employed by the
      Company (18 of 36 months). The payment will be in cash, in amounts that
      are in accordance with the formula under the Strategic Performance Unit
      provisions of the CIGNA Long-Term Incentive Plan and that are based on the
      same Unit values that apply to other senior
executives.








	 	
      f.
	
      Until
      your Termination Date any options on CIGNA Corporation stock, and any
      shares of restricted CIGNA Corporation stock, that you hold will continue
      to vest under the terms of your applicable grant letter. With advance
      approval of the Office of the Corporate Secretary, you may exercise vested
      options in accordance with the terms of the grants. Your rights after the
      Termination Date as to any shares of restricted stock and any unexercised
      and unvested options you then hold will be determined by the terms of the
      applicable plan and grant letter.




 

 







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      g.
	
      The
      Company will provide you with:








	 	
      (1)
	
      Executive
      Financial Services for the remainder of
2004;








	 	
      (2)
	
      Reimbursement
      for reasonable tax preparation fees incurred in 2004 for income tax
      returns for 2003 income and in 2005 for income tax returns for 2004
      income; 








	 	
      (3)
	
      Payment
      for earned but unused vacation and personal time for 2004;
    and








	 	
      (4)
	
      Outplacement
      services, including office space and secretarial support, in accordance
      with Company’s standard program for executive level
    employees.








	 	
      h.
	
      You
      will receive no other money from Company except as provided in this
      Agreement.







4. Your
Promises to the Company.





	 	
      a.
	
      Terms
      used in paragraph 4 are defined as follows:








	 	
      (1)
	
      “CIGNA”
      means the Company, its parent CIGNA Corporation, and any other
      subsidiaries or affiliates of the Company or CIGNA
      Corporation.








	 	
      (2)
	
      “Confidential
      Information” means any knowledge, information or materials belonging to
      CIGNA about its products, services, know-how, customers, business plans,
      or financial, marketing, pricing, compensation and other proprietary
      matters, whether or not subject to trademark, copyright, trade secret or
      other protection, that has been made known to you as a result of your
      Company employment.








	 	
      b.
	
      You
      will return to CIGNA any CIGNA property that you now have (for example:
      identification card, access card, office keys, computer, company manuals,
      office equipment, records and files) and you will remain subject to
      CIGNA’s policies and procedures, including its Code of Ethics and
      Compliance until your Termination Date.








	 	
      c.
	
      You
      agree that, other than in the good faith performance of your services to
      the Company before the Termination Date, you will not disclose any
      Confidential Information to anyone other than CIGNA employees or use any
      Confidential Information for your benefit or the benefit of any other
      person, firm, operation or entity unrelated to CIGNA. After an item of
      Confidential Information has become public knowledge, you shall have no
      further obligation under this paragraph 4.c regarding that publicly known
      information so long as you were in no manner responsible, directly or
      indirectly, for permitting the information to become public knowledge
      without the Company’s consent.




 

 







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      d.
	
      Until
      January 14, 2006, you will not, within any part of the United States or
      any other country where CIGNA currently conducts any health care business,
      solicit in any manner: 








	 	
      (1)
	
      any
      of CIGNA’s 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; or








	 	
      (2)
	
      any
      of CIGNA’s customers that you have had direct contact with to terminate
      their business arrangements with CIGNA, or to enter into any business
      arrangements with you or any business which you may become employed by, or
      affiliated in any way with, after leaving CIGNA, if such business
      arrangements would compete in any way with any health care business that
      CIGNA has conducted, or has been planning to conduct, during the 12-month
      period ending Today.








	 	
      e.
	
      You
      agree that the duration, area and scope of activities restricted under
      paragraphs 4.c and 4.d are reasonable and necessary to protect Company's
      legitimate business interests and that, if any court or arbitrator
      determines that paragraphs 4.c or 4.d or any part of them is unenforceable
      because of the duration, area or scope of activities restricted, then the
      court or arbitrator shall have the power to reduce the duration, area or
      scope to the maximum allowed by applicable law and, in its reduced form,
      the provision shall then be enforced and you will abide by the provision
      as altered.








	 	
      f.
	
      You
      agree that you will not at any time make any verbal or written statement
      that disparages in any way CIGNA’s integrity or business reputation.
      Likewise, CIGNA will in no way disparage your integrity or
      reputation.








	 	
      g.
	
      You
      agree to make yourself available to the Company in connection with any
      legal proceedings in which you may have knowledge of potentially relevant
      facts. The Company shall reimburse you for all reasonable expenses that
      you incur (including the costs of travel and meals) in connection with
      your making yourself available to it or its counsel to provide information
      or to testify. For the first ten days (not necessarily consecutive and
      including partial days) that you spend in so providing information or
      testifying, you shall not be compensated for such time. Thereafter, the
      Company shall pay you $750.00 for each day (or part of a day) as
      compensation for your time in providing information or
      testifying.




 

 


 







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5. Your
Release of Claims.





	 	
      a.
	
      You
      agree that you will not file (or ask or allow anyone to file on your
      behalf), any charge, complaint, claim or lawsuit of any kind in connection
      with any claim released by this Agreement. This provision shall not apply,
      however, to any non-waivable charges or claims brought before any
      governmental agency. With respect to any such non-waivable claims, you
      agree to waive your right (if any) to any monetary or other recovery
      should any governmental agency or other third party pursue any claims on
      your behalf, either individually, or as part of any collective action.
      Nothing herein shall preclude any claim you may file alleging that your
      waiver of claims under the Age Discrimination in Employment Act of 1967
      (ADEA) was not knowing or voluntary.








	 	
      b.
	
      You
      acknowledge full and complete satisfaction of, and release and discharge
      all Released Persons from, any Claims.








	 	
      c.
	
      You
      are giving this release for yourself as well as for your executors,
      administrators, heirs and assigns.








	 	
      d.
	
      “Released
      Persons” are the Company, its successors, parents, subsidiaries and
      affiliates, and all of their directors, officers, agents and
      employees.








	 	
      e.
	
      “Claims”
      are any and all claims, demands and causes of action of whatever kind,
      including any claims for attorneys fees, that you now have, or at any time
      had, against any Released Persons, but only to the extent they arise out
      of or relate in any way to your employment or termination of employment
      with the Company and its affiliates. “Claims” includes things you may not
      even know about or suspect as well as any claims you may have under
      ADEA.








	 	
      f.
	
      “Claims”
      does not include (and you are not
releasing):








	 	
      (1)
	
      any
      claims against the Company for promises it is making to you in this
      Agreement, including but not limited to the Severance Benefits set forth
      in paragraph 3 hereof,








	 	
      (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),




 

 


 







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(3)    any claims covered by workers
compensation laws, and

 


	 	
      (4)
	
      any
      claims that you did not knowingly and voluntarily waive Claims under
      ADEA.







6. Confidentiality. The terms
of this Agreement are confidential. You agree not to disclose in any way this
Agreement or any of its terms to any person other than your spouse, lawyer or
accountant.




7. 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.




8. Applicable
Law. This
Agreement is being made in Connecticut. It will be interpreted, enforced and
governed under the laws of Connecticut, but your eligibility for, or the amount
of any, employee benefits shall be subject to the terms of the benefit plans and
the provisions of the Employee Retirement Income Security Act of 1974, as
amended (ERISA).




9. Arbitration. Without
in any way affecting the release in paragraph 5, any and all disagreements,
disputes or claims listed below will be resolved exclusively by arbitration in
the Richmond, Virginia area. 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 can be obtained from your Human Resources representative. A legal
judgment based upon the Arbitrator’s award may be entered in any court having
jurisdiction over the matter. You and the Company agree to arbitrate
anything:





	 	
      a.
	
      related
      in any way to the validity of 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
      statues or common law (if for any reason your release and waiver under
      paragraph 5 is found to be unenforceable or
  inapplicable).







10. 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 CIGNA Corporation stock or option
grant you might have received or the terms of any employee benefit plan. 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.

 

 







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11.  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) 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 all claims, demands, and
      causes of action against the Company and any Released Persons, including
      those under ADEA, whether or not you know or suspect them to exist at the
      present time (but the release does not apply to claims described in
      paragraph 5.f).








	 	
      e.
	
      You
      understand the terms of this Agreement and that it is 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 voluntarily and with the full understanding of
      its consequences, and you have not been forced or coerced in any
      way.







12. 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 Matthew J. Walker, CIGNA Corporation, 1650 Market Street OL54J,
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.




13. If
Legal Action Is Started. You
understand and agree that Company's main reason for entering into this Agreement
is to avoid lawsuits and other litigation. Therefore, if any legal action
covered by paragraph 5 or 9 (other than arbitration of a dispute described in
paragraph 9.a or b or claims related to whether your release of ADEA claims was
knowing and voluntary) is started by you (or by someone else on your behalf)
against any Released Person, you agree to pay back to the Company within 30 days
of the start of that legal action all the money you receive under paragraphs 2
and 3 above (excluding subparagraph 3.c) as well as any other thing of value
received under this Agreement. You also agree to pay the Company any costs and
attorneys' fees it incurs in that action in such action. (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.)

 

 







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If in any
legal action or arbitration the release in paragraph 5 is found to be
unenforceable for any reason, then this Agreement shall be null and void from
Today on, and any money paid to you by the Company after Today under paragraphs
2 and 3 (excluding subparagraph 3.c) and not previously returned to the Company
(including the value of any Company-subsidy for group health care and life
insurance coverage provided under paragraphs 2 and 3), 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 13 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.




14. This
Agreement is not effective or binding on either party until fully signed by both
parties. This Agreement will be binding on and inure to the benefit of any
successors to the Company. 




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




 



	 	 	 
	
      11/10/04
      
	
      /s/
      John M. Murabito 
	 
	
      Date
	
      John
      M. Murabito
	 
	 	
      on
      behalf of
	 
	 	
      Connecticut
      General Life Insurance Company
	 
	 	 	 
	 	 	 
	
      11/09/04
	 	 
	
      Date
	
      /s/
      John W. Coyle 
	 
	 	
      John
      W. Coyle
	 









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