Exhibit 10.3


    Exhibit
      10.3

    
 

    AGREEMENT
      AND RELEASE

    


    This
      Agreement and Release (Agreement) is dated as of November 16, 2005 (Today),
      and
      is between Gregory H. Wolf, 207 Ladbroke Road, Bryn Mawr, PA 19010 (you), and
      Life Insurance Company of North America, a Pennsylvania 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 and release certain
      claims against you. In turn, you are releasing certain legal claims against
      the
      Company.

    


    


    1. Your
      Termination Date.
      Your
      employment with the Company will end by mutual consent on February 28, 2006
      (the
      Termination Date). Your formal job responsibilities will end Today, however
      you
      agree to be available for transition until your Termination Date.

    


    


    2. Your
      Promises to the Company.

    


    
      	 	
              a.

            	
              Terms
                used in paragraph 2 are defined as
                follows:

            


    

    
       

    

    
      
        	 	
                (1)

              	
                “CIGNA”
                  means CIGNA Corporation and any subsidiaries or affiliates of CIGNA
                  Corporation.

              


      

      


      
        	 	
                (2)

              	
                “Confidential
                  Information” means any knowledge, information or materials relating to
                  CIGNA about their 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
                agree that, other than in the good faith performance of your services
                to
                CIGNA before the Termination Date, you will not disclose any Confidential
                Information to anyone other than CIGNA employees who have a need
                to know
                the Confidential Information or use any Confidential Information
                for your
                benefit or the benefit of any other person, firm, operation or entity
                unrelated to CIGNA except to the extent disclosure is or may be required
                (1) by a statute, by a court of law, by any governmental agency having
                supervisory authority over 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; (2) in connection with any litigation, mediation or
                arbitration involving this Agreement, including enforcement of this
                Agreement; or (3) with respect to any cooperation provided by you
                pursuant
                to paragraph 2.g. After an item of Confidential Information has become
                public knowledge or known generally in the industry, you shall have
                no
                further obligation under this paragraph 2.b regarding that information
                so
                long as you were in no manner responsible, directly or indirectly,
                for
                permitting the information to become public knowledge or known within
                the
                industry without CIGNA's consent.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              c.

            	
              Until
                December 31, 2006, you will not, within any part of the United States
                or
                any other country where CIGNA currently conducts business solicit
                in any
                manner: 

            


    

    


    
      	 	
              (1)

            	
              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; or 

            


    

    


    
      	 	
              (2)

            	
              Any
                CIGNA customers (that you know or have reason to know are CIGNA customers
                as of the Termination Date) to (a) terminate or reduce any business
                arrangements in effect with CIGNA on your Termination Date or (b)
                to enter
                into any new business arrangements that would adversely affect in
                any way
                any business arrangements that such customer has with CIGNA Today
                or has
                been planning during the three-month period ending
                Today.

            


    

    


    
      	 	 	
              The
                Company agrees that it shall not be a violation of paragraph 2.c(1)
                if:
                (a) you provide a personal reference for any CIGNA employee setting
                forth
                your personal views about the employee, provided you make it clear
                in any
                such reference that you are not speaking for CIGNA; or (b) an entity
                that
                employs or becomes affiliated with you hires a CIGNA employee, provided
                you are not involved in hiring the employee or identifying the employee
                as
                a potential recruit and you do not assist in recruiting the employee
                for
                the entity.

            


    

    


    
      	 	 	
              The
                Company agrees that it shall not be a violation of paragraph 2.c(2)
                merely
                because an entity that employs or becomes affiliated with you (x)
                has a
                pre-existing relationship with a CIGNA customer; (y) responds to
                a
                solicitation for a proposal from a CIGNA customer, so long as you
                are not
                significantly involved in the development or delivery of the
                proposal.

            


    

    


    
      	 	
              d.

            	
              You
                agree that the duration, area and scope of activities restricted
                under
                paragraphs 2.b and 2.c are reasonable and necessary to protect CIGNA’s
                legitimate business interests and that, if any court or arbitrator
                determines that paragraphs 2.b or 2.c 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.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              e.

            	
              From
                your Termination Date until February 28, 2007, you agree that you
                will
                continue to clear all trades involving CIGNA Corporation stock with
                the
                Corporate Secretary.

            


    

    


    In
      addition, from and after your Termination Date, you agree not to sell more
      than
      15,000 shares of CIGNA Corporation common stock during any one day.

    
      	 	 	 


    

    
      	 	
              f.

            	
              (1)

            	
              You
                shall be entitled to indemnification by the Company (and, if applicable,
                any other Company affiliate) to the fullest extent permitted or authorized
                by its (or their) by-laws against all expenses (including attorneys’
                fees), judgments, fines and amounts paid in settlement actually and
                reasonably incurred or sustained by you, in connection with any action,
                suit or proceeding, whether civil, criminal, administrative or
                investigative, to which you may be made a party (or are threatened
                to be
                made a party) (each a Proceeding), by reason of your having been
                an
                officer, employee or director of the Company or an officer, employee
                or
                director of any other Company affiliate (including service at the
                request
                of or on behalf of CIGNA as a director, officer, member, employee,
                consultant or agent of another corporation, limited liability corporation,
                partnership, joint venture, trust or other entity, including service
                with
                respect to employee benefit plans), whether or not the basis of such
                Proceeding is your alleged action in an official capacity while serving
                in
                such capacities, and such indemnification shall continue as to you
                even
                though you have ceased to be an officer, member, employee, consultant
                or
                agent of CIGNA or any other entity and shall inure to the benefit
                of your
                heirs, executors and
                administrators.

            


    

    


    
      	 	 	
              (2)

            	
              The
                Company or applicable affiliate shall advance to you all reasonable
                costs
                and expenses that you incur in connection with any Proceeding as
                provided
                under the by-laws of the Company or applicable affiliate after receipt
                by
                the Company of a written request for such advance that includes an
                undertaking by you to repay the amount of such advance if it shall
                ultimately be determined that you are not entitled to be indemnified
                against such costs and expenses. The amount of such obligation to
                repay
                shall be limited to the after-tax amount of any such advance except
                to the
                extent you are able to offset such taxes incurred on the advance
                by the
                tax benefit, if any, attributable to a deduction for repayment.
                

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	 	
              (3)

            	
              Neither
                the failure of the Company nor any Company affiliate (including their
                respective boards of directors, independent legal counsel or stockholders)
                to have made a determination prior to the commencement of any Proceeding
                concerning payment of amounts claimed by you under paragraph 2.f(1)
                above
                that indemnification of you is proper because you have met the applicable
                standard of conduct, nor a determination by the Company or any Company
                affiliate (including their respective boards of directors, independent
                legal counsel or stockholders) that you have not met such applicable
                standard of conduct, shall create a presumption or inference that
                you have
                not met the applicable standard of conduct.


            


    

    


    
      	 	 	
              (4)

            	
              Nothing
                in this paragraph 2.f shall be construed as reducing or waiving any
                right
                to indemnification, or advancement of expenses, you would otherwise
                have
                under the by-laws of the Company or any affiliate or any rights you
                may
                have under any directors’ and officers’ liability policies maintained by
                the Company or any affiliates. 

            


    

    


    
      	 	
              g.

            	
              You
                agree to make yourself reasonably available to the Company in connection
                with any legal proceedings relating to CIGNA in which you may have
                knowledge of potentially relevant facts because of your employment
                with
                the Company, and the Company agrees to accommodate reasonably your
                other
                personal and business commitments. 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.

            


    

    


    
      	 	
              h.

            	
              Prior
                to your Termination Date, you will return to CIGNA any CIGNA property
                that
                you now have (for example: identification card, access card, office
                keys,
                company manuals, office equipment, records and files); provided,
                however,
                you will not be required to return rolodexes, personal cell phone,
                personal diaries, or correspondence and other items of a personal
                nature.
                If those personal items are covered by instructions you have received
                to
                retain documents in connection with legal proceedings, you must continue
                to retain them after your termination. If CIGNA property that you
                have
                includes information that you reasonably believe you may need for
                tax
                purposes and copies of plans, programs and agreements relating to
                your
                employment and termination of employment, you may make and retain
                copies
                before returning the information to
                CIGNA.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    
      	 	
              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. During this
                period, you agree to remain available for internal consulting and
                advice
                to the CEO and other division
                heads.

            


    

    


    
      	 	
              b.

            	
              You
                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 2005 or
                2006.

            


    

    


    
      	 	
              d.

            	
              If
                you die before the Company pays you all amounts due under paragraph
                3 of
                the Agreement, the remaining amounts (except for those described
                in
                paragraphs 3.h and 3.i) will be paid to your surviving spouse in
                a lump
                sum within 90 calendar days after the date of your death. (The amounts
                described in paragraph 3.h will be paid to your surviving spouse
                at the
                same times the payments would have been made to you, as described
                in
                paragraph 3.h. Plan benefits under paragraph 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 February 28,
                2006,
                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 February 28, 2006).

            


    

    


    
      	 	
              e.

            	
              The
                Company will make a lump sum payment to you equal to 22/26 of your
                current
                annual salary rate (less applicable taxes and withholding) on or
                before
                March 15, 2006

            


    

    


    
      	 	
              f.

            	
              For
                the 10-month period ending December 31, 2006, you will be eligible
                to
                continue the Company group health care and life insurance coverages
                you
                may have on the same basis as active employees. During this period,
                your
                Company 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 for coverage through December 31, 2006 and will
                not
                subsidize the rates after that date. You will be billed monthly.
                You may
                convert certain group benefits coverages to individual coverages
                under the
                terms of the Company’s benefits
                program.

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	 	
              g.

            	
              On
                or before March 15, 2006 (or if earlier, when bonuses for 2005 are
                paid to
                CIGNA senior executives), the Company will pay you a cash bonus for
                service performed in 2005 in an amount equal to your annual bonus
                target
                multiplied by either 100% or the Group Insurance division rating
                if
                higher.

            


    

    


    
      	 	
              h.

            	
              With
                respect to the previously-awarded Strategic Performance Units (2003,
                2004
                and 2005) the Company will make a lump sum cash payment to you, on
                or
                before March 15, 2006, based on the prorated number of Units and
                Unit
                value as follows: 

            


    

    


    
      	
              Number
                of Units

            	
              Unit
                Value

            
	
              100%
                of units granted for 2003-2005

            	
              $120

            
	
              67%
                (24 of 36 months) of units granted for 2004-2006

            	
              $75

            
	
              33%
                (12 of 36 months) of units granted for 2005-2007

            	
              $75

            


    

    


    
      	 	
              i.

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

            


    

    


    
      	 	
              j.

            	
              Until
                your Termination Date any options on CIGNA Corporation stock that
                you hold
                will continue to vest under the terms of your applicable grant letter.
                You
                may exercise vested options only in accordance with the terms of
                the
                grants. Any unexercised and unvested options will expire on your
                Termination Date in accordance with the terms of the applicable plans
                and
                grant letters.

            


    

    


    
      	 	
              k.

            	
              The
                Company will make a lump sum cash payment in the amount of $10,000
                (less
                applicable taxes and withholdings) on or before March 15, 2006 for:
                

            


    

    


    
      	 	
              (1)

            	
              Executive
                Financial Services through year-end
                2006;

            


    

    


    
      	 	
              (2)

            	
              Reimbursement
                for reasonable tax preparation fees incurred for income tax returns
                for
                income through year-end 2006.

            


    

    


    
      	 	
              l.

            	
              The
                Company will provide you with the Executive outplacement, including
                office
                space and secretarial staff. This will not extend beyond February
                28,
                2007.

            


    

     

    
      	
               

            	
              m.

            	
              With
                respect to shares of restricted CIGNA Corporation stock (RSGs) and
                deferred stock  units
                that you hold on your Termination Date, the Company will, on or before
                March 15, 2006, make a lump sum cash payment to you equal to (a)
                one
                hundred percent of the number of RSGs and thirty-three percent (one-third)
                of the deferred stock units that you forfeit on your Termination
                Date
                multiplied by (b) the average closing price of a share of CIGNA
                Corporation stock on the 30 trading days ending on your Termination
                Date.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	 	
              n.

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

            


    

    


    


    
      	 	
              4.

            	
              Release
                of Claims.

            


    

    


    
      	 	
              a.

            	
              Each
                party agrees that they will not file (or ask or allow anyone to file
                on
                their 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.

            	
              The
                Company acknowledges full and complete satisfaction of, and releases
                and
                discharges all Released Persons from, any
                Claims.

            


    

    


    
      	 	
              d.

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

            


    

    


    
      	 	
              e.

            	
              The
                Company is giving this release for the Company, together with its
                successors, parents, subsidiaries and affiliates (Company Affiliated
                Parties) and all of their directors, officers, agents and employees
                (but
                as to any such director, officer, agent or employee only in connection
                with, or in relationship to, his or its capacity as a director, officer,
                agent or employee of any Company Affiliated Party and not in connection
                with, or in relationship to, his or its personal capacity unrelated
                to any
                Company Affiliated Party).

            


    

    


    
      	 	
              f.

            	
              “Released
                Persons” for your release of Claims are the Company Affiliated Parties and
                all of their directors, officers, agents and employees (as limited
                by
                paragraph 4.e). “Released Persons” for the release of Claims against you
                by the Company (and other persons described in paragraph 4.e) are
                you,
                your dependents, heirs, agents, assigns and
                estate.

            


    

    


    
      	 	
              g.

            	
              With
                respect to Claims you are releasing, “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. With respect to Claims the Company and Company
                Affiliated Parties are releasing, “Claims” are any and all claims, demands
                and causes of action of whatever kind, including any claims for attorneys
                fees, that the Company or any other Company Affiliated Party now
                has, or
                at any time had, against any you, 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 or the
                Company may not even know about or suspect as well as any claims
                you may
                have under ADEA.

            


    

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	 	
              h.

            	
              “Claims”
                does not include (and you and the Company are not
                releasing):

            


    

    


    
      	 	
              (1)

            	
              any
                claims for promises you and the Company are making to each other
                under
                this Agreement and any claims that arise after
                Today,

            


    

    


    
      	 	
              (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
                laws,

            


    

    


    
      	 	
              (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 any
                Company
                Affiliated Party are jointly liable,
                and

            


    

    


    
      	 	
              (5)

            	
              any
                claims that you did not knowingly and voluntarily waive your rights
                under
                ADEA.

            


    

    


    


    5. No
      Mitigation, No Offset. You
      shall
      have no duty to seek other employment and there shall be no offset against
      amounts due under this Agreement on account of any remuneration you may receive
      attributable to any subsequent employment or self-employment.

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    6. Anti-disparagement. You
      agree
      not to knowingly make any statement to a customer of CIGNA or any public
      statement, whether oral or written, that would disparage CIGNA or any of its
      senior officers or directors. The Company agrees that it (and its affiliates)
      shall not, and it shall cause each CIGNA senior officer or director not to,
      knowingly make any public statement, whether oral or written, that disparages
      you. It shall not, however, be a violation of this paragraph 6 for any person:
      (a) to make truthful statements (i) when required to do so by a court of law,
      by
      any governmental agency having supervisory authority over CIGNA's business
      or by
      any administrative or legislative body (including a committee thereof) with
      actual or apparent jurisdiction to order such person 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; or (b) from responding publicly
      to incorrect or disparaging public statements to the extent reasonably necessary
      to correct or refute such public statement.

    


    In
      response to any inquiries about you from any person or entity that you identify
      to the Company as a prospective employer, the Company will provide a letter
      to
      such prospective employer from the Company’s Chief Executive Officer or
      Executive Vice President of Human Resources & Services in the form of
      Attachment A to this Agreement. Either of them are also willing to discuss
      your
      reference with said prospective employer.

     

    


    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. 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.

    


    


    8. Applicable
      Law. This
      Agreement is being made in Pennsylvania. It will be interpreted, enforced and
      governed under the laws of Pennsylvania (without reference to the principles
      of
      conflicts of law), 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 releases in paragraph 4, any and all disagreements,
      disputes or claims listed below will be resolved exclusively by arbitration
      in
      the Philadelphia, Pennsylvania area. Arbitration will be conducted in


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    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:

    


    
      	 	
              a.

            	
              related
                in any way to this Agreement, including its validity, and how it
                is
                interpreted or implemented, and 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).

            


    

    


    


    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 employee benefit plan or terms
      included in any stock option or restricted stock grant; provided that the
      covenants and provisions in paragraphs 2, 6 and 9 above supercede in their
      entirety any similar provisions in 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. 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.
      The
      parties agree to amend the Agreement to change the timing of any payments under
      the Agreement as needed to avoid the imposition on you of any penalty tax under
      section 409A of the Internal Revenue Code. 

    


    


    11.  Your
      Understanding. By
      signing this Agreement, you admit and agree that:

    


    
      	 	
              a.

            	
              You
                have read this Agreement.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	 	
              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, 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
                4.h).

            


    

    


    
      	 	
              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 Charlene Parsons, CIGNA Corporation, 1650 Market Street OL54H,
      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.

    


    13. If
      Legal Action Is Started by You. 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 4 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 Company Released Person with respect to any Claim released by you
      under paragraph 4, 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 Company 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: 

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	 	
              a.

            	
              The
                Company may withhold or retain all or any portion of the amounts
                due
                hereunder until such proceeding or claim is withdrawn by you;
                

            


    

    


    
      	 	
              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.i); 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.)

    


    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.i) 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 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. Legal
      Action by the Company.
      The
      Company represents that as of Today neither it nor any of its affiliates has
      assigned to any other party, and agrees not to assign, any claim released by
      it
      under this Agreement. In addition, the Company promises that neither it nor
      any
      of its affiliates will file a lawsuit or an arbitration claim against you or
      any
      other Released Persons asserting any claim released by the Company or any of
      the
      Company Released Parties under this Agreement and, to the extent that the
      Company or any affiliate does commence such a proceeding, the Company agrees
      that it or its affiliate will withdraw such proceeding with prejudice. If the
      Company or any affiliate fails to withdraw any proceeding or claim with respect
      to any claim released under this Agreement within 30 days of receipt of written
      notice from you requesting that such withdrawal, the Company agrees to pay
      you
      the reasonable costs and attorneys' fees you incur in defending such
      action.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    15. 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, including the Incentive Plan); (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.

    


    16. 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 after being sent by a
      nationally recognized overnight courier, to the address specified in this
      paragraph 16 (or such other address as the recipient shall have specified by
      ten
      days’ advance written notice given in accordance with this paragraph 16). Such
      communication shall be addressed to you as follows (unless such address is
      changed in accordance with this paragraph 16):

    


    Gregory
      H. Wolf

    207
      Ladbroke Rd

    Bryn
      Mawr, PA 19010

    


    and
      to
      the Company or CIGNA as follows:

    


    Charlene
      Parsons

    CIGNA
      Corporation

    1650
      Market Street OL54H

    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.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    17. 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.

    


    18. 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:

    


    


    
      	
              December
                12, 2005

            	 	
              /s/
                John M. Murabito

            
	
              Date

            	 	
              John
                M. Murabito

            
	 	 	
              on
                behalf of Life Insurance Company

            
	 	 	
              of
                North America

            
	 	 	 
	
              December
                9, 2005

            	 	
              /s/
                Gregory H. Wolf

            
	
              Date

            	 	
              Gregory
                H. Wolf

            


    

     

     

    
14