UAGREEMENT AND RELEASE

“CIGNA” means, as used throughout this Agreement, CIGNA Corporation and any subsidiaries or affiliates of CIGNA Corporation.

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.

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

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.

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:

(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.

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:

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.

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

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

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.

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.

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.

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.

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.

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.

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

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

$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

$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.

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.

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.

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).

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 Unit