avatar Cigna Corporation Finance, Insurance, And Real Estate

Pages

  • Page 1

    4MAR200808515974 CIGNA Corporation Two Liberty Place 1601 Chestnut Street Philadelphia, PA 19192-1550 March 19, 2010 NOTICE OF 2010 ANNUAL MEETING OF SHAREHOLDERS TIME AND DATE: 3:30 p.m. on Wednesday, April 28, 2010. PLACE: The Philadelphia Museum of Art, Van Pelt Auditorium, 26th Street and the Benjamin Franklin Parkway, Philadelphia, Pennsylvania. ITEMS OF BUSINESS: • Elect four directors for terms expiring in April 2013. • Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2010. • Approve the Amended and Restated CIGNA Long-Term Incentive Plan. • Approve the CIGNA Corporation Directors Equity Plan. • Consider any other business properly brought before the meeting. RECORD DATE: Monday, March 1, 2010. CIGNA shareholders of record at the close of business on that date are entitled to vote at the meeting. PROXY VOTING: Your vote is important, even if you do not own many shares. We urge you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet. 12MAR201007210950 David M. Cordani President and Chief Executive Officer 10MAR201020243334 Isaiah Harris, Jr. Chairman of the Board By order of the Board of Directors, 13MAR200713335670 Nicole S. Jones Corporate Secretary and Deputy General Counsel


  • Page 2

    CIGNA CORPORATION 2010 ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT TABLE OF CONTENTS Page Important Notice About the Availability of Proxy Materials 3 About the Annual Meeting 3 Information About Item 1: Election of Directors 7 The Board of Directors’ Nominees for Terms to Expire in April 2013 7 Directors Who Will Continue in Office 10 Corporate Governance 13 CIGNA Corporation’s Corporate Governance Policies 13 Board Composition and Leadership 13 Process and Criteria for Nominating Directors 14 Shareholder Communications to the Board 16 Other Board Practices 16 Board of Directors and Committee Meetings, Membership, Attendance, Independence and Other Board Matters 17 Certain Transactions 21 Processes and Procedures for Determining Executive and Director Compensation 22 Information About Item 2: Ratification of Appointment of PricewaterhouseCoopers LLP as CIGNA’s Independent Registered Public Accounting Firm 26 Policy for the Pre-Approval of Audit and Non-Audit Services 26 Fees to Independent Registered Public Accounting Firm 27 Audit Committee Report 28 Information About Item 3: Approval of Amended and Restated CIGNA Long-Term Incentive Plan 29 Key Terms and Material Amendments 31 Other Material Features of the Plan 33 Federal Income Tax Consequences 37 Plan Benefits 37 Information About Item 4: Approval of CIGNA Corporation Directors Equity Plan 39 Key Terms 39 Material Features of the Plan 39 Federal Income Tax Consequences 42 Plan Benefits 42 Equity Compensation Plan Information 43 Director Compensation 44 Non-Employee Director Compensation Program 44 2010 Director Compensation Program Changes 47 Amended and Restated Restricted Share Equivalent Plan for Non-Employee Directors 47 Insurance Coverage 48 Financial Planning and Matching Charitable Gift Program 48 Frozen Retirement Plan 48 Director Stock Ownership 49 Director Compensation Table 50 Director Aggregate Outstanding Equity Awards Table 51 Report of the People Resources Committee 52 1


  • Page 3

    Page Compensation Discussion & Analysis 52 Overview 52 The Year in Review and the Year Ahead 53 Executive Summary 54 Oversight of the Executive Compensation Program 57 Executive Compensation Policies and Practices 57 Elements of Compensation 59 Retention Actions 67 Executive Stock Ownership 68 Retirement and Deferred Compensation 69 Other Benefits and Perquisites 70 Relocation 71 Employment Arrangements and Post-Termination Payments 71 Disgorgement of Awards 72 Executive Compensation 74 Summary Compensation Table 74 Grants of Plan-Based Awards Table 77 Outstanding Equity Awards at Fiscal Year-End Table 79 Option Exercises and Stock Vested Table 81 Pension Benefits Table 82 Nonqualified Deferred Compensation Table 85 Potential Payments Upon Termination or Change of Control 86 Stock Held By Directors, Nominees and Executive Officers 97 Additional Information about Stock Held by Directors and Executive Officers 98 Largest Security Holders 98 Section 16(a) Beneficial Ownership Reporting Compliance 99 Householding 99 2011 Annual Meeting 99 About Shareholder Proposals and Nominations for the 2011 Annual Meeting 100 Appendix A A-1 Appendix B B-1 Appendix C C-1 2


  • Page 4

    CIGNA CORPORATION Two Liberty Place 1601 Chestnut Street Philadelphia, PA 19192-1550 CIGNA is providing these proxy materials in connection with its 2010 annual meeting of shareholders. This proxy statement, the accompanying proxy card and CIGNA’s 2009 Annual Report on Form 10-K were first mailed to shareholders on or about March 19, 2010. As used in this proxy statement, ‘‘CIGNA,’’ the ‘‘Company’’ and ‘‘we’’ may refer to CIGNA Corporation itself, one or more of its subsidiaries, or CIGNA Corporation and its consolidated subsidiaries. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 28, 2010. This proxy statement and CIGNA’s Annual Report to shareholders are available at http://www.cigna.com/about_us/investor_relations/recent_disclosures.html. ABOUT THE ANNUAL MEETING Why did I receive this proxy statement? You are receiving a proxy statement because you owned shares of CIGNA common stock on Monday, March 1, 2010, the record date, and that entitles you to vote at the annual meeting. The Board of Directors of CIGNA Corporation is soliciting your proxy to vote at the scheduled 2010 annual meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason. Your proxy will authorize specified people — called proxies — to vote on your behalf at the annual meeting. By use of a proxy, you can vote, whether or not you attend the meeting. This proxy statement describes the matters on which CIGNA would like you to vote, provides information on those matters, and provides information about CIGNA that must be disclosed when your proxy is solicited. What will I be voting on? • Election of four directors for terms expiring in April 2013, (see page 7). • Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010 (see page 26). • Approval of the Amended and Restated CIGNA Long-Term Incentive Plan (see page 29). • Approval of the CIGNA Corporation Directors Equity Plan (see page 39). What are the Board of Directors’ recommendations? The Board recommends a vote: • for the election of the four director nominees named in this proxy statement; • for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010; • for the approval of the Amended and Restated CIGNA Long-Term Incentive Plan; and • for the approval of the CIGNA Corporation Directors Equity Plan. Could other matters be decided at the annual meeting? We do not know of any other matters that will come before the shareholders during the annual meeting. The chairman of the meeting may refuse to allow presentation of a proposal or a nomination 3


  • Page 5

    for the Board from the floor at the annual meeting if the proposal or nomination was not properly submitted. CIGNA’s 2009 proxy statement described the requirements for properly submitting proposals and nominations from the floor at this year’s annual meeting. The requirements are similar to those described on page 100 for the 2011 annual meeting. The proxies will have discretionary authority, to the extent permitted by law, to vote for or against other matters that come before the annual meeting as those persons deem advisable. How many votes can be cast by all shareholders? Each share of CIGNA common stock is entitled to one vote on each of the four directors to be elected and one vote on each other matter that is properly presented at the annual meeting. We had 274,926,816 shares of common stock outstanding and entitled to vote on Monday, March 1, 2010. How many votes must be present to hold the annual meeting? At least two-fifths of the issued and outstanding shares entitled to vote, or 109,970,727 votes, present in person or by proxy, are needed to hold the annual meeting. We urge you to vote by proxy even if you plan to attend the annual meeting. This will help us know that enough votes will be present to hold the meeting. How many votes are needed to approve each proposal and what are the effects of abstentions or broker-non-votes? The following table summarizes the vote threshold required for approval of each proposal and the effect of abstentions, uninstructed shares held by banks, brokers, or other custodians and unmarked, signed proxy cards. If you are the beneficial owner of shares held by a bank, broker or other custodian, you may instruct your broker how you would like your shares voted through the voting instruction form included with this proxy statement. If you choose not to provide voting instructions, your shares are referred to as ‘‘uninstructed shares’’ and the bank, broker or other custodian may be permitted to vote your shares (discretionary voting) only on the ratification of the appointment of our independent auditors. Under a rule that was approved by the Securities and Exchange Commission, your bank, broker, or other custodian will not be able to vote on the election of directors unless you instruct your broker how to vote your shares. If you vote to abstain, your shares will be counted as present for purposes of determining whether enough votes are present to hold the annual meeting. If you sign and return a proxy or voting instruction card, but do not mark how your shares are to be voted, they will be voted as the Board recommends. Proposal Vote Required for Uninstructed Unmarked Number Item Approval of Each Item Abstentions Shares Proxy Cards 1 Election of Directors Majority of shares cast No effect Not voted Voted ‘‘for’’ 2 Ratification of Appointment Majority of shares present Counted as Discretionary Voted ‘‘for’’ of Independent Auditor and entitled to vote ‘‘against’’ vote 3 Approval of Amended and Majority of shares present Counted as Not voted Voted ‘‘for’’ Restated CIGNA Long-Term and entitled to vote* ‘‘against’’ Incentive Plan 4 Approval of CIGNA Majority of shares present Counted as Not voted Voted ‘‘for’’ Corporation Directors Equity and entitled to vote* ‘‘against’’ Plan * Under New York Stock Exchange rules, at least a majority of the outstanding shares must vote on this item. How do I vote if I hold shares as a record holder? If your name is registered on CIGNA’s shareholder records as the owner of shares, you are the ‘‘record holder.’’ If you hold shares as a record holder, there are four ways that you can vote your shares. 4


  • Page 6

    • Over the Internet. Vote at http://www.proxyvoting.com/ci. The Internet voting system is available 24 hours a day until 11:59 p.m. E.D.T. on Tuesday, April 27, 2010. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions. • By telephone. Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. E.D.T. on Tuesday, April 27, 2010. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions. • By mail. Mark your voting instructions on the proxy card, and sign and date it. Then, return the proxy card in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before the polls close at the meeting on Wednesday, April 28, 2010. • In person. Attend the annual meeting, or send a personal representative with an appropriate proxy, in order to vote. How do I vote if my CIGNA shares are held by BNY Mellon Shareowner Services in an employee stock account? Employee stock accounts maintained by BNY Mellon Shareowner Services hold restricted stock that has not yet vested, restricted stock that has vested, and shares acquired through an option exercise. If you have these kinds of shares, you should follow the rules above for voting shares held as a record holder. How do I vote if my CIGNA shares otherwise are held by a bank, broker or other custodian? If your shares are held by a bank, broker, or other custodian (commonly referred to as shares held ‘‘in street name’’) it will provide you with a copy of this proxy statement and a voting instruction form, with instructions on how to provide voting instructions (which may include the ability to vote over the Internet or by telephone). Unless you provide voting instructions, your shares will not be voted with respect to any matter other than ratifying the appointment of our independent auditors. In order to ensure that your shares are counted in the election of directors and the other important matters being voted on at the annual meeting, we encourage you to follow the instructions provided you to vote your shares. Can I vote if I have money in the CIGNA Stock Fund of the CIGNA or Intracorp 401(k) plans? If you have money invested in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan, the plan trustees have the legal authority to vote those shares. Under the plans, however, you have pass-through voting rights based on your interest in the CIGNA Stock Fund. You may exercise pass-through voting rights in almost the same way that record holders may vote their shares, but you have an earlier deadline. Specifically, you may vote over the Internet, by telephone, or by mail as described above but you may not vote in person at the annual meeting. Your voting instructions must be received by 11:59 p.m. E.D.T. on Friday, April 23, 2010 in order for the trustee to submit a proxy that reflects your instructions. Your voting instructions will be kept confidential under the terms of the plans. If you do not give voting instructions (or they are received after 11:59 p.m. E.D.T. on Friday, April 23, 2010), the trustees will vote your interest in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan as instructed by CIGNA’s Corporate Benefit Plan Committee. Can I change my vote? Yes, if you are a record holder, you may: • Enter new instructions on either the telephone or Internet voting system before 11:59 p.m. E.D.T. on Tuesday, April 27, 2010. 5


  • Page 7

    • Send a new proxy card with a later date than the card previously submitted. We must receive your new proxy card before the polls close at the meeting on Wednesday, April 28, 2010. • Write to the Corporate Secretary at the address listed on page 13. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before the annual meeting begins on Wednesday, April 28, 2010. • Attend the annual meeting on Wednesday, April 28, 2010 and vote in person (or send a personal representative with an appropriate proxy). If your shares are held in street name, you must contact your bank, broker or other custodian of your shares to request a ‘‘legal proxy’’ in order to vote your shares in person at the annual meeting. If you hold your shares in street name, you may submit new voting instructions in the manner provided by your bank, broker, or custodian. Is my vote confidential? If you want your vote to be confidential, you must indicate that when you submit your proxy. If you choose confidential voting, your voting records will not be disclosed to us except as required by law or in contested Board elections. Who will count the votes? BNY Mellon Shareowner Services has been appointed Inspector of Election for the annual meeting. The Inspector will determine the number of shares outstanding and voting power of each, the shares represented at the annual meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots. How do I attend the annual meeting? What do I need to bring? If you are a shareholder of record, your admission card for the annual meeting is attached to your proxy card. You will need to bring your admission card with you to the meeting. Regardless of how you hold your shares, you must bring a valid photo ID to be admitted to the meeting. In addition, if you own shares in street name, bring your most recent brokerage statement or a letter from your bank, broker or other custodian with you to the meeting so that we can verify your ownership of common stock and admit you to the meeting; however, you will not be able to vote your shares at the annual meeting without a legal proxy from the record holder as described above. Please note that no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Van Pelt Auditorium. Who pays for the proxy solicitation and how will CIGNA solicit votes? CIGNA pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees and agents by telephone, electronic or facsimile transmission or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Georgeson, Inc. (Georgeson) to assist in soliciting proxies. CIGNA will pay Georgeson a fee of approximately $15,000 and reimburse Georgeson for its reasonable out-of-pocket expenses associated with this work. How do I find out the annual meeting voting results? The voting results of the annual meeting will be published no later than four business days after the annual meeting on a Form 8-K filed with the Securities and Exchange Commission, which will be available online at http://www.cigna.com/about_us/investor_relations/sec_filings.html. 6


  • Page 8

    INFORMATION ABOUT ITEM 1. ELECTION OF DIRECTORS At this meeting, four directors are seeking election for terms expiring in 2013. CIGNA’s Board is currently comprised of 11 members and is divided into three classes, each with a three-year term. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the annual meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, proxies will be cast for the substitute nominee. At the recommendation of the Corporate Governance Committee, the Board is nominating the following four directors for re-election: • David M. Cordani • Isaiah Harris, Jr. • Jane E. Henney, M.D. • Donna F. Zarcone Set forth below are biographies for each of the directors who are nominated for re-election and for each of the continuing directors. Following each director’s biography is a description of the director’s key qualifications, skills and experience that, in addition to the criteria and characteristics described on page 14 under ‘‘Director Selection Policy and Criteria’’, are important in light of CIGNA’s business and structure. The Company believes that having a Board with both breadth and depth of experience allows CIGNA’s directors to most capably, efficiently and productively oversee and guide the Company’s operations. The Board of Directors’ Nominees for Terms to Expire in April 2013 David M. Cordani (44) has been a Director of CIGNA since October 2009. Mr. Cordani has served as Chief Executive Officer since December 25, 2009 and as President since June 2008. He served as Chief Operating Officer from June 2008 until December 2009; President, CIGNA HealthCare from July 2005 until June 2008; and Senior Vice President, Customer Segments & Marketing, CIGNA HealthCare from July 2004 until July 2005. He has been employed by CIGNA since 1991. 9MAR201008062975 As the only member of the Company’s senior management who serves on the Board of Directors, Mr. Cordani provides significant industry-specific experience and unique expertise on the Company’s products and services, developed through his 19 year tenure with the Company. The Board of Directors also benefits from Mr. Cordani’s executive leadership and management experience, gained through holding various positions of increasing responsibility at CIGNA Corporation, particularly his leadership roles within CIGNA’s HealthCare business segment. 7


  • Page 9

    Isaiah Harris, Jr. (57) has been a Director of CIGNA since 2005. He has served as Chairman of the Board since December 2009 and Vice-Chairman of the Board from July 2009 until December 2009. Mr. Harris served as President and Chief Executive Officer of AT&T Advertising & Publishing — East (formerly BellSouth Advertising & Publishing Group, a communications services company) from 2005 until his retirement in 2007; and as President, BellSouth Enterprises, Inc. from 2004 until 2005. 14MAR200713031398 Mr. Harris has been a Director of Deluxe Corporation since 2004 and has served as an Independent Trustee of Wells Fargo Advantage Funds since 2008. Mr. Harris’ extensive business experience includes nineteen years of corporate finance and operational experience in multi-national organizations preceded by thirteen years as an accountant with KPMG. In his executive leadership roles he managed large organizations, developed and executed business strategies and led transformational change initiatives. Mr. Harris also brings to CIGNA leadership experience from his role as Chief Executive Officer of a significant division of a large, public company. He has also served on several corporate boards and previously chaired audit, corporate governance and compensation committees. Jane E. Henney, M.D. (62) has been a Director of CIGNA since 2004. Dr. Henney has served as a professor of Medicine and Public Health Services at the University of Cincinnati College of Medicine (an educational institution) since 2008. She served as Senior Vice President and Provost, Health Affairs at University of Cincinnati Academic Health Center from 2003 until January 2008. From 1998 to 2001, Dr. Henney served as Commissioner of Food and Drugs at the U.S. Food and Drug 14MAR200713031907 Administration. Dr. Henney has been a Director of AmerisourceBergen Corporation since 2002 and AstraZeneca PLC since 2001. Dr. Henney’s clinical and health policy expertise, particularly her experience as the Senior Vice President and Provost at a major medical center and as Commissioner of Food and Drugs at the U.S. Food and Drug Administration, provide industry-specific perspective on the Board. She also brings to CIGNA her deep understanding of the functioning and role of the Board of Directors, developed through varied board experience, including service on the boards of companies within the health care and pharmaceutical industries. 8


  • Page 10

    Donna F. Zarcone (52) has been a Director of CIGNA since 2005. Ms. Zarcone has been President and Chief Executive Officer of D. F. Zarcone & Associates LLC, a strategic advisory consulting firm since 2007. She served as the President and Chief Operating Officer of Harley- Davidson Financial Services, Inc. (a provider of wholesale and retail financing, insurance and credit card programs), a wholly-owned subsidiary of Harley-Davidson, Inc., from 1998 until 2006. Ms. Zarcone has been a 14MAR200713034191 Director of Jones Apparel Group, Inc. since 2007, and also served as Chairman of the Board of Eaglemark Savings Bank from 2002 to 2006. Ms. Zarcone has extensive experience in the areas of finance and risk management that she brings to her role on the CIGNA Board, having served as an executive at Harley-Davidson Financial Services and as the Chairman of the Board of Eaglemark Savings Bank, an FDIC-regulated entity. She is a Certified Public Accountant and has leadership experience in the information technology industry. Ms. Zarcone also brings to CIGNA her deep understanding of the function and role of the Board of Directors, developed through board experience, particularly in the financial services industry. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES LISTED ABOVE. 9


  • Page 11

    Directors Who Will Continue in Office Peter N. Larson (70) has been a Director of CIGNA since 1997. Mr. Larson served as Chairman and Chief Executive Officer of Brunswick Corporation (a producer of recreational consumer products) from 1995 until his retirement in 2000. His term as a Director of CIGNA expires in 2011. In serving on CIGNA’s Board of Directors, Mr. Larson contributes his management and financial expertise and draws on his experience as a 14MAR200713040218 Chairman and Chief Executive Officer of a publicly-held corporation. He also brings to CIGNA his deep understanding of the functioning and role of the Board of Directors, developed through his 18 years of service as an independent director on multiple boards. Roman Martinez IV (62) has been a Director of CIGNA since 2005. Mr. Martinez has been a private investor since 2003. Mr. Martinez has been a Director of Alliant Techsystems Inc. since 2004 and a Director of Bacardi Limited since 2008. His term as a Director of CIGNA expires in 2011. Mr. Martinez has significant financial experience, developed through his service as an investment banking executive with Lehman Brothers and also 14MAR200713040724 as a private investor. He also contributes his experience having served on other boards of directors, including publicly-traded and private corporations, non-profit organizations, and on the Investment Advisory Council of Florida. John M. Partridge (60) has been a Director of CIGNA since 2009. Mr. Partridge has served as President of Visa Inc. (consumer credit company) since October 2009 and served as Chief Operating Officer from 2007 to 2009. He joined VISA USA in October 1999 and served as President and Chief Executive Officer of Inovant (a VISA subsidiary) from 2000 to 2007 and also served as Interim President of VISA USA in 2007. His term as a Director of CIGNA expires in 2012. 9MAR201008033130 Mr. Partridge has an extensive career in the financial services industry, including positions with Wells Fargo, Credicorp, Unum and VISA. He has served in a number of executive positions with oversight of financial operations, merger and acquisition activities and corporate restructurings. He has experience as a business executive with Chief Information Officer responsibilities and international business leadership; and in each of his executive leadership positions, he has had responsibility for management of information technology investments in support of business objectives. 10


  • Page 12

    James E. Rogers (62) has been a Director of CIGNA since 2007. Mr. Rogers has served as Chairman of Duke Energy Corporation (an electric power company) since 2007 and as the President, Chief Executive Officer and a director since 2006. He was formerly the Chairman, President and Chief Executive Officer of CINERGY Corp., (which merged with Duke Energy Corporation in 2006) from 1994 until 2006. Mr. Rogers has been a Director of Applied Materials, Inc. since 2008 and served as a director of 14MAR200713035718 Fifth Third Bancorp from 1995 through April 2009. His term as a Director of CIGNA expires in 2012. As the current Chief Executive Officer of a large, public company in the highly-regulated energy industry, Mr. Rogers brings to CIGNA his extensive management expertise and regulatory and public policy experience. He contributes his insights on board leadership developed through a long tenure of service on several boards of large, public companies. Carol Cox Wait (67) has been a Director of CIGNA since 1995. Ms. Wait has been President of Boggs, Atkinson, Inc. (a real estate company) since 2003 and is also the General Manager for Artesia, Bellflower and Ramona Senior Centers, a Managing Member of Lakewood Towers LLC and Manager of VCB Bluebird LLC and VCB Palm LLC. Ms. Wait also served as a Director, President and Chief Executive Officer of the Committee for a Responsible Federal Budget (a bi-partisan, educational, non-profit 14MAR200713030120 organization) from 1981 until 2003. Her term as a Director of CIGNA expires in 2011. Ms. Wait has extensive public policy experience from her work with the Senate Budget Committee and her leadership role with the Committee for a Responsible Federal Budget. This expertise, as well as her understanding of budget process and related financial acumen, gained from her service as president or general manager for several companies and her perspectives on diversity, gained from service on the board of the International Women’s Forum, contribute to her role as a CIGNA director. Eric C. Wiseman (54) has been a Director of CIGNA since 2007. Mr. Wiseman has served as Chairman of VF Corporation (an apparel manufacturer) since August 2008, as Chief Executive Officer since January 2008, and as President and a Director since 2006. Prior to that he served as Chief Operating Officer of VF Corporation from 2006 to 2007; Executive Vice President, Global Brands from 2005 to 2006; Vice President and Chairman, Sportswear and Outdoor Coalitions from 2004 until 2005; and 18MAR200809450767 Vice President and Chairman, Global Intimates and Sportswear Coalition from 2003 until 2004. His term as a Director of CIGNA expires in 2012. Mr. Wiseman brings to CIGNA leadership experience from his role as Chairman and Chief Executive Officer of a large, public company. Mr. Wiseman also has significant and varied management expertise, developed in roles of increasing responsibility at VF Corporation. His familiarity with consumer marketing and market trends as well as his strategic planning experience are highly valuable to CIGNA’s Board and in shaping the direction and strategy of the Company. 11


  • Page 13

    William D. Zollars (62) has been a Director of CIGNA since 2005. Mr. Zollars has served as Chairman, President and Chief Executive Officer of YRC Worldwide, Inc. (formerly Yellow Roadway Corporation, a holding company whose subsidiaries provide regional, national and international transportation and related services) since 1999. Mr. Zollars has served as Director of ProLogis Trust since 2004 and Cerner Corporation since 2005. His term as a Director of CIGNA expires in 2011. 14MAR200713033483 Mr. Zollars contributes to CIGNA’s Board his extensive management expertise, particularly from his role as the Chairman and Chief Executive Officer of a public corporation. He has an excellent understanding of the functioning and role of a board, gained through 14 years of service on the boards of directors of publicly-held corporations. 12


  • Page 14

    CORPORATE GOVERNANCE CIGNA Corporation’s Corporate Governance Policies The Board and its committees regularly review their corporate governance policies and practices and recommend modifications to them to implement developing best practices that the Board has determined are appropriate for CIGNA. Many of these policies and practices are embodied in the Board Practices and the charters of the Audit, Corporate Governance, Finance, and People Resources Committees. The Board Practices, committee charters and CIGNA’s Code of Ethics are posted at http://www.cigna.com/about_us/governance/index.html. They also are available in print to any shareholder who submits a written request to the Corporate Secretary at our principal executive offices at: CIGNA Corporation Two Liberty Place, TL17 1601 Chestnut Street Philadelphia, PA 19192-1550 Board Composition and Leadership CIGNA’s Board of Directors plays a central role in the Company’s governance process. The Board’s main duty is to advance the interests of the Company’s shareholders by engaging in active and independent oversight of the management of CIGNA’s business affairs and assets. In order to fulfill its responsibilities to the Company’s shareholders, CIGNA’s Board, both directly and through the Board’s committees, regularly engages with management, ensures management accountability and reviews the most critical issues that face CIGNA, such as succession planning, approval of the Company’s strategy and mission, execution of the Company’s financial and strategic goals, oversight of risk management, and determination of executive compensation. CIGNA’s By-Laws require the Board to have at least eight directors, but no more than 16. The Board and its Corporate Governance Committee (CGC) each periodically consider the appropriate size of the Board. CIGNA has a strong commitment to a Board composed principally of independent, non-employee Directors. CIGNA Corporation currently has one, and has never had more than two, employee directors serving at the same time. CIGNA’s Board is committed to meeting the evolving needs of the Company and its shareholders and, as a result, evaluates and adapts its role, its relationship with management, and its composition on a regular basis. Prior to December 2009, the Board of Directors operated under a traditional U.S. board leadership structure with CIGNA’s Chief Executive Officer (CEO) also serving as the Chairman of the Board. As part of the CEO succession planning process (undertaken by the Board of Directors prior to the announcement that H. Edward Hanway would retire as CEO and Chairman (see p. 53)), the Board of Directors, advised by the Corporate Governance Committee, engaged in an evaluation of the Company’s leadership structure. After careful review and consideration of alternative leadership structures, the Board of Directors determined that effective December 25, 2009, and in continuation of CIGNA’s commitment to sound corporate governance principles, the roles of Chairman and CEO would be separated, to allow an independent Chairman to lead the Board of Directors. The Board believes that this leadership structure is appropriate for CIGNA at this time because CIGNA has been, and in the coming year will continue to be, faced with unprecedented economic and competitive pressures in the marketplace; elevated public interest and possible sweeping changes to the industry and the competitive landscape as a result of potential health care reform; and a transition of leadership for the Company’s senior management. CIGNA’s independent Chairman serves as the principal representative of the Board, presides over meetings of the Board of Directors and meetings of CIGNA 13


  • Page 15

    shareholders, drives the meeting agendas and acts as the liaison on behalf of the Board with the Company’s senior management. Other key responsibilities of the independent Chairman include: • facilitating discussion among the independent directors on key issues and concerns and advising the CEO with respect to the flow of information between the Board and CIGNA’s management; • counseling the CEO on issues of concern to the Board and, together with the independent members of the Board, evaluating the CEO’s performance; • leading the Board in CEO succession planning; • developing the schedule of Board meetings together with the CEO and conferring regularly with the CEO and the Committee Chairs to develop meeting agendas; and • playing a key role in the director recruiting process, including focusing on diversity and meeting with all qualified director candidates. For 2009 and 2010, the Board also expects the independent Chairman to spend a significant amount of time at the company offices providing guidance and oversight to management to assist with strategic planning for CIGNA’s business and to fulfill his role as the Board’s liaison to management. Please see pages 45 and 46 for additional information about the role of the current Chairman of the Board, Isaiah Harris, Jr., during the Company’s leadership transition period. Process and Criteria for Nominating Directors Director Selection Policy and Criteria. The CGC, in consultation with the Board, has developed and periodically reviews director selection criteria and, as part of the director recruitment process, takes into consideration the responsibilities of CIGNA directors, The criteria for director selection are as follows: • Directors must represent all shareholders. • Directors must demonstrate good judgment and strong commitment to ethics and integrity. • Directors must be free of conflicts of interest. • Directors must possess the ability to analyze complex business and public policy issues and provide relevant input regarding the Company’s business strategy. • Directors must have demonstrated a high degree of achievement in their respective fields. • Directors must contribute to the overall diversity (in its various forms) of the Board of Directors. In addition to the criteria listed above, the CGC and the Board strive to ensure that the Board is comprised of individuals who together possess a wide range of capabilities and professional attributes, among them: • financial acumen; • ability to assess risk and its impact on shareholder value; • insight into the process of developing employees, as well as developing and delivering high-quality products and services that respond directly to customer needs and expectations; • familiarity with channels of distribution; • awareness of consumer market trends; • insight into government relationships and processes; 14


  • Page 16

    • familiarity with processes for developing and implementing effective human resources policies and practices; and • familiarity with the challenges of operating businesses in the international marketplace. The Board of Directors reviews the background of potential candidates. Director candidates are then interviewed by the Chair of the CGC, the Chairman of the Board and other members of the Board as appropriate prior to the CGC making its recommendation to the Board. When considering director candidates and the current composition of the Board, the CGC and Board consider how each nominee’s background, experiences, skills, leadership style and unique perspective will contribute to the diversity of the Board of Directors as a whole. The CGC assesses the Board’s composition as part of the annual evaluation of the Board. The Board may nominate for election and appoint to vacant or new Board positions only persons who agree to adhere to the Company’s majority voting standard. The standard requires a director to tender his or her resignation to the Company in case of failure to achieve more ‘‘for’’ votes than ‘‘against’’ votes at any future meeting at which he or she faces an uncontested election. The Board has discretion to accept or reject the tendered resignation following the election. That tender of resignation cannot be withdrawn unless the Board eliminates the majority voting standard. If a nominee does not receive a majority of votes for his or her election, the CGC will act on an expedited basis to determine whether to accept the resignation and will submit the recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. Consideration of Shareholder Suggestions for Director Selection. The CGC is responsible for advising and reporting to the Board regarding the Board’s membership and director selection. The CGC welcomes shareholder suggestions for Board nominees. Shareholders who wish to suggest Board nominees should submit their candidates, together with appropriate biographical information and qualifications, to the CGC. The CGC applies the same standards in the evaluation of candidates suggested by shareholders as it does candidates identified through other means. Correspondence may be addressed to: Corporate Secretary CIGNA Corporation Two Liberty Place, TL17 1601 Chestnut Street Philadelphia, PA, 19192-1550 The CGC generally considers nominees in October for the following annual meeting. Accordingly, suggestions for Board nominees should be submitted by October 1st to ensure consideration for the following annual meeting. Shareholder suggestions for Board nominees are evaluated using the same criteria described under ‘‘Director Selection Policy and Criteria’’ on page 14. Third-Party Director Search Firm. The CGC has retained SpencerStuart, a third party search firm, to assist the CGC in identifying and evaluating candidates for Board membership who best match CIGNA’s director recruitment criteria as described on page 14. SpencerStuart played a key role in identifying many of the Company’s current directors as qualified candidates for Board membership. 15


  • Page 17

    Shareholder Communications to the Board The Board maintains an address for receipt of shareholder and interested party communications. Shareholders and interested parties may contact the Board of Directors, the non-employee directors, or specific individual directors by writing to them at: Director Access Attn: Office of the Corporate Secretary CIGNA Corporation Two Liberty Place, TL17 1601 Chestnut Street Philadelphia, PA 19192-1550 All communications other than routine commercial solicitations and opinion surveys will be compiled by the Corporate Secretary and periodically submitted to the Board or, if addressed only to individual directors, promptly submitted to such individual directors. The Corporate Secretary also will promptly advise the appropriate member of management of any concerns relating to CIGNA’s products or services, and the Corporate Secretary will notify the Board of the resolution of those concerns. Other Board Practices Limit on Directorships. Each director who is also a chief executive officer of a public company may not serve on more than one public company board in addition to CIGNA’s Board and the board of his or her employer (for a total of three public company directorships). Each director who is not a chief executive officer of a public company may serve on no more than four boards of public companies in addition to CIGNA’s Board (for a total of five such directorships). CIGNA’s directors serving on October 24, 2007, the effective date of this provision of the Board Practices, have until October 24, 2012 to comply with this requirement. Board Meetings. The Board meeting schedule and agenda are developed with direct input from directors. The duration of each meeting varies as business needs dictate. The Board meets in executive session without the CEO at the conclusion of every in-person Board meeting and, at least twice a year, meets in an extended executive session without the CEO. The Board met in executive session 12 times in 2009. Access to Management and Independent Advisors. Independent directors have regular access to senior managers and employees. In addition, the Board and its committees are able to access and retain appropriate independent advisors as they deem necessary or appropriate. Continuing Education and Self-Evaluation. The Board is regularly updated on CIGNA’s businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors are also encouraged to attend continuing education courses relevant to their service on CIGNA’s Board. Directors are reimbursed by CIGNA for expenses incurred in connection with such continuing education courses. The Board and each of its committees conduct a self-assessment, and the CGC annually conducts a review of each individual director’s performance. On an ongoing basis, directors offer suggestions and alternatives intended to further improve Board performance. Resignation and Retirement. If a director’s principal position is discontinued, that director is required to tender his or her resignation to the CGC. The CGC will then recommend to the Board the action, if any, to be taken with respect to the resignation. In any event, a director is required to retire no later than the annual meeting of shareholders coinciding with or following his or her 72nd birthday. 16


  • Page 18

    Board of Directors and Committee Meetings, Membership, Attendance, Independence and Other Board Matters Meetings and Membership. The full Board held 15 meetings during 2009. From time to time, the Board or its committees act by unanimous written consent when it is impracticable for them to meet. The following table shows the membership, summary of responsibilities and number of meetings in 2009 for each of the committees. Additional information about the committees can be found in the committee charters which are posted at http://www.cigna.com/about_us/governance/committees.html. Number of Committees 2009 Membership Primary Responsibilities Meetings (1) Audit R. H. Campbell* • Representing and assisting the Board in fulfilling its 9 (Chair) oversight responsibilities regarding the adequacy of internal J. E. Henney, M.D.* controls, integrity of financial statements, compliance with J.M. Partridge* legal and regulatory requirements, and review and E. C. Wiseman* evaluation of enterprise risk management. D. F. Zarcone*(2) • Assessing qualification and independence of, appointing, compensating, overseeing the work of and removing, when appropriate, CIGNA’s independent registered public accounting firm. Corporate Governance C. C. Wait* (Chair) • Reviewing, advising, and reporting to the Board regarding 5 R. H. Campbell*(1) the Board’s membership, structure, organization, governance I. Harris*(3) practices and performance. J. E. Henney, M.D.* P. N. Larson* • Reviewing committee assignments annually. E. C. Wiseman* • Overseeing director selection and compensation, including developing specific director recruitment criteria. Finance P. N. Larson* (Chair) • Overseeing and advising the Board regarding: the structure 6 R. Martinez* and use of CIGNA’s capital; long-term financial objectives J.M. Partridge* and progress against those objectives; CIGNA’s annual J. E. Rogers* operating plan and budget; investment policies; and D. F. Zarcone* information technology strategy and execution. W. D. Zollars* People Resources J. E. Rogers*(4) (Chair) • Overseeing the policies and processes for people 9 I. Harris*(3)(4) development, including the succession plan for the principal R.Martinez* executive officers. C. C. Wait* W. D. Zollars* • Evaluating the Chief Executive Officer annually and sharing its assessment with the Board when reporting on compensation actions for the Chief Executive Officer. • Reviewing and approving executive compensation plans and equity-based plans, subject to applicable Board and shareholder approvals. Executive H. E. Hanway (Chair)(5) • Acting on matters requiring Board action when convening a 0 I. Harris*(5) full meeting of the Board is difficult or impractical. R. H. Campbell*(1) P. N. Larson* J. E. Rogers*(4) C. C. Wait* * Meets independence standards described below. (1) Effective December 31, 2009, Mr. Campbell retired from the Board of Directors (2) Ms. Zarcone became Chair of the Audit Committee on January 1, 2010, following the retirement of Mr. Campbell. (3) In December 2009, Mr. Harris ceased to be a member of any of the Board’s Committees (except for the Executive Committee) in connection with his appointment as Chairman of the Board. Although he is not a member of any 17


  • Page 19

    Committee (except the Executive Committee), Mr. Harris continues to participate in Committee meetings in his role as Chairman of the Board and may vote on any Committee matter and be counted for quorum. (4) In July 2009, following the appointment of Mr. Harris as Vice-Chairman of the Board and in consideration of the additional duties Mr. Harris undertook in that role (see pages 45 and 46), Mr. Rogers replaced Mr. Harris as Chair of the People Resources Committee. Upon his appointment as Chair of the People Resources Committee, Mr. Rogers became a member of the Board’s Executive Committee. (5) Mr. Hanway retired from the Board of Directors, effective December 25, 2009, and upon Mr. Hanway’s retirement, Mr. Harris became Chair of the Executive Committee. All members of the Audit Committee meet the New York Stock Exchange standard for qualifying as ‘‘financially literate’’ as determined by CIGNA’s Board. The Board of Directors has determined that Donna Zarcone is the ‘‘audit committee financial expert,’’ as defined in the applicable rules of the Securities and Exchange Commission, and meets the qualifications for independence as described below. Attendance. During 2009, Board and committee attendance averaged 93% for the Board as a whole. Each incumbent director attended at least 80% of the combined total meetings of the Board and committees on which he or she served during 2009. The Board encourages independent directors to attend the annual meeting of shareholders. Eight directors attended the 2009 annual meeting: Isaiah Harris, Jr., Jane Henney, M.D., Peter N. Larson, Roman Martinez IV, Carol Cox Wait, Eric C. Wiseman, Donna F. Zarcone, and H. Edward Hanway, who chaired the meeting. Independence. CIGNA’s Board has adopted director independence standards that can be found in the Board Practices posted on CIGNA’s website. CIGNA’s director independence standards provide that a director is not independent if: • the director is, or has been within the last three years, an employee of CIGNA, or an immediate family member (defined as a spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law or anyone (other than a domestic employee) who shares the director’s home) is, or has been within the last three years, an executive officer of CIGNA; • the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from CIGNA, other than director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service); • the director is a current partner or employee of CIGNA’s external auditor or an employee of CIGNA’s internal audit department, or an immediate family member is a current partner of CIGNA’s external auditor or an employee of CIGNA’s internal audit department; • the director or an immediate family member was within the last three years (but is no longer) a partner or employee of CIGNA’s external auditor or an employee of CIGNA’s internal audit department and personally worked on CIGNA’s audit within that time; • the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of CIGNA’s present executives at the same time serves or served on that company’s compensation committee; or • the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, CIGNA for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of the other company’s consolidated gross revenue. 18


  • Page 20

    The Company’s director independence standards further provide that certain relationships are not material and do not impair a director’s independence. In particular, a director’s independence will not be impaired if: • a director is an executive officer of another company in which CIGNA owns a common stock interest, and the amount of CIGNA’s common stock interest is less than five percent of the total shareholders’ equity of the company for which the director serves as an executive officer; • a director is an executive officer of another company in which CIGNA owns debt securities and the amount of the debt holdings is less than five percent of the total outstanding debt securities of that company; • a director serves as a member of the board of directors or serves in a position with similar duties and responsibilities (such as a trustee) of another organization that makes payments to or receives payments from CIGNA in the ordinary course of business; • a director’s immediate family member serves as an employee or director (but does not serve as an executive officer, or partner or in another position with principal policy-making responsibilities) of an organization that makes payments to or receives payments from CIGNA in the ordinary course of business; • a director is an executive officer of another company that owns less than five percent of the total shareholders’ equity of CIGNA; • a director, his/her spouse or anyone (other than domestic employees) sharing the home of a CIGNA director serves as an executive officer, director or trustee (or equivalent) of a charitable organization, and CIGNA’s discretionary charitable contributions to the organization during the past year are less than the greater of $100,000 or two percent of that organization’s annual gross revenue (CIGNA’s automatic matching of employee charitable contributions will not be included in the amount of CIGNA’s contributions for this purposes); • a director or his immediate family members purchases insurance, services or other products of CIGNA, or uses CIGNA’s financial services, all on terms and conditions similar to those available to other similarly situated persons; • a director is a member in the same professional association, social, fraternal or religious organization or club as an executive officer or other director of CIGNA; • a director currently or previously attended the same educational institution as an executive officer or other director of CIGNA; • a director serves on the board of directors of another public company on which an executive officer or other director of CIGNA also serves as a director, except for prohibited compensation committee interlocks; or • a director serves as an executive officer of a public company that also uses CIGNA’s registered independent public accounting firm. For any relationship outside the guidelines described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, will be made by the directors who satisfy the independence guidelines set forth above. 19


  • Page 21

    The standards of independence described above meet the independence standards specified in the listing standards of the New York Stock Exchange. Based on the standards described above and the Board’s review, the Board affirmatively determined that for 2009: • the following directors, comprising all of the directors and director nominees, except for Messrs. Hanway and Cordani, are independent: Messrs. Campbell, Harris, Larson, Martinez, Partridge, Rogers, Wiseman and Zollars, Dr. Henney, and Mses. Wait and Zarcone; and • all members of the Audit Committee, CGC, Finance Committee and People Resources Committee are independent. In assessing directors’ independence, the Board and CGC reviewed directors’ responses to a questionnaire that solicited information about their relationships (and the relationships of their immediate family members) with CIGNA and other entities (affiliated entities), as well as material provided by management related to CIGNA’s transactions with and investments in those entities. In applying the independence standards, the Board and the CGC considered that: • From time to time during the past three years, CIGNA and its subsidiaries engaged in arms-length, ordinary course business transactions with corporations or organizations with which Messrs. Harris, Martinez, Partridge, Rogers, Wiseman and Zollars, Mmes. Wait and Zarcone and Dr. Henney, or their immediate family members, serve as an executive officer, director, trustee or partner. In each case, the amount paid to or received from these companies in each of the last three years was significantly less than 2% of annual gross revenue or the $1 million threshold as described in CIGNA’s director independence standards — and in all cases was less than 1% of total revenue of the other organization or was otherwise determined to be immaterial. • CIGNA made charitable contributions to the United Way, for which Mr. Zollars serves as a Director. The amount contributed to the United Way was less than the greater of $100,000 or 2% of the United Way’s annual gross revenue. Enterprise Risk Management. The Board of Directors is ultimately responsible for risk oversight. The Board executes its duty both directly and through its Audit Committee (which is responsible for oversight of financial risk), its People Resources Committee (PRC) (which is responsible for oversight of compensation-related risk) and its Finance Committee (which is responsible for oversight of capital, including technology investments, and investment-related risk). Over the past several years CIGNA has implemented practices to ensure that the Board and its Committees are regularly briefed on issues related to the Company’s risk profile. These practices include CIGNA’s Chief Risk Officer and General Auditor reporting directly to the Audit Committee at least quarterly (and generally six times a year) to discuss the Company’s Enterprise Risk Management (ERM) activities and progress made against established ERM objectives for the year. ERM is a company-wide initiative that involves the Board, CIGNA’s management and Chief Risk Officer and General Auditor, and internal audit function in an integrated effort to (1) identify, assess, prioritize and monitor (as each of their roles dictates) a broad range of risks (e.g., financial, operational, business, compliance, reputational, governance and managerial), and (2) formulate and execute plans to monitor, and to the extent possible, mitigate the effect of those risks. In addition, the Chief Risk Officer and General Auditor meets with the Audit Committee during each of its executive sessions, meets at least annually with the full Board of Directors, and provides (and is available to discuss) written reports to the PRC that assist the PRC in assessing risks related to compensation design and awards. The Chief Risk Officer and General Auditor also monitors technology, financial market and capital management risks. These risks are reviewed and discussed regularly with the Finance Committee. At least once a year, the Audit Committee reports to the full 20


  • Page 22

    Board of Directors regarding matters related to enterprise risk and risk management, and the full Board of Directors devotes time during its meetings to engage in a focused discussion on risk oversight. In 2009, management conducted an in-depth review of CIGNA’s executive and employee compensation programs and policies, including incentive compensation plans, and in February 2010 presented a summary of its findings to the PRC. As part of the review, management analyzed the relationship between the incentives created by these programs and the Company’s risk profile, internal controls that mitigate the risk of incentive compensation having an unintended negative financial impact on the Company, and plan design features including clawback arrangements, holding periods, earnings thresholds, payment structure and plan caps. The review concluded that CIGNA’s compensation programs and policies, including goal-setting, target-setting and payouts, do not create or increase risks that are reasonably likely to have a material adverse effect on the Company. People Development Matters. The PRC is responsible for overseeing the policies and processes for people development, including the succession plan for executive officers. In fulfilling that responsibility, the PRC considers an annual review of executive officers and key senior management presented by the CEO, including a discussion of those employees who are considered to be potential successors to executive and senior level positions and a review of their readiness and developmental needs. The assessment is presented to the full Board at the PRC’s direction. The PRC assists the Board with developing and evaluating potential candidates who meet the Board’s established criteria for the CEO position in connection with the Board’s oversight of Chief Executive Officer succession planning. Certain Transactions The Company has not implemented a written policy concerning the review of related party transactions, but compiles information about transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, including the nature of each transaction and the amount involved. The CGC annually reviews and evaluates this information, with respect to directors, as part of its assessment of each director’s independence and presents its assessment to the full Board of Directors. The Company reviews the transaction information with respect to both directors and executive officers to determine whether any transaction may be subject to disclosure under applicable rules regarding transactions with related persons, and submits a description of any transaction subject to such disclosure to the CGC for review. In addition, all directors, officers and employees of CIGNA are subject to the Company’s Conflict of Interest Policy, which requires directors to inform the Corporate Secretary and employees to inform their supervisors, of any existing or proposed relationship, financial interest or business transaction that could, or might appear to be, a conflict of interest. Any reported transactions are to be brought to the attention of the Chief Compliance and Ethics Officer for review and disposition. Based on a review of the transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, CIGNA has determined that, since the beginning of 2009, it was not a party to any transaction in which the amount involved exceeds $120,000 and in which any of CIGNA’s directors, executive officers or greater than five percent stockholders, or any of their immediate family members or affiliates, have a direct or indirect material interest. 21


  • Page 23

    Processes and Procedures for Determining Executive and Director Compensation Executive Compensation. Pursuant to its charter, the PRC oversees the Company’s executive compensation program. In fulfilling its responsibilities, the PRC actively seeks to enhance the program’s effectiveness in reinforcing strong links between executive pay and performance. Examples of actions that the PRC has taken include: • annually reviewing the link between pay and performance and ensuring that executive compensation program design focuses on variable, at-risk, performance-based compensation; • assessing the relationship between the Company’s risk profile and compensation plans; • hiring a compensation consultant to advise on executive compensation issues; • establishing reviews of detailed compensation tally sheets for all executive officers twice a year; and • holding executive sessions, without CIGNA management present, at every in-person PRC meeting. The PRC regularly reviews CIGNA’s compensation programs against the Company’s strategic goals, industry practices, and emerging trends in order to ensure alignment with shareholder interests. The PRC retains the flexibility to modify the programs to address changes in the competitive landscape. To help it fulfill its responsibilities, the PRC has engaged Mercer (US) Inc. (the Compensation Consultant). In 2009, the PRC expanded its review of CIGNA’s executive compensation program to monitor whether the program components encourage or otherwise promote the taking of inappropriate or unacceptable risks that could threaten the Company’s long-term value. As part of this enhanced risk assessment review, the PRC receives regular updates on the Company’s major risks as well as management’s plans to manage those risks. In 2009, the PRC did not take any action with respect to the executive compensation program as a result of this review. PRC Role in Executive Compensation The PRC is composed entirely of independent directors. It oversees CIGNA’s compensation and benefit plans and policies that apply to executive officers (including the named executive officers), oversees the administration of CIGNA’s stock plans (including reviewing and approving equity awards to the named executive officers), reviews and recommends to the Board compensation decisions for the CEO and reviews and approves all compensation decisions relating to executive officers other than the CEO. The PRC reports to the Board on all actions taken. The PRC, together with the Chairman of the Board, annually evaluates the CEO’s performance and CIGNA’s established enterprise goals and makes recommendations to the independent members of the Board of Directors about the CEO’s compensation. After the compensation determinations are approved by the PRC and the independent members of the Board of Directors, the Chairman of the Board notifies the CEO of the results of the evaluation. Management Role in Executive Compensation The PRC has approved processes to support the independent development and review of executive officer compensation as described below. Chief Executive Officer Compensation. The CEO is not present during the PRC’s annual evaluation of CEO performance and CIGNA’s established enterprise goals, when making CEO compensation decisions. The Executive Vice President, Human Resources and Services and the Compensation Consultant attend this session at the request of the Committee. 22


  • Page 24

    Other Named Executive Officer Compensation. The PRC approves the compensation targets, base salaries, annual incentives and long-term incentives and similar arrangements for all other named executive officers. In order to determine total target compensation for the named executive officers, the Compensation Consultant presents to the PRC relevant market data, prepared by CIGNA’s compensation department and the Compensation Consultant. This relevant market data relates to base salary, annual incentive compensation, long-term incentive compensation and retirement programs relative to CIGNA’s competitive peer group and the broader industry (see page 57 for a discussion of the peer group). The Executive Vice President, Human Resources and Services presents any recommendations for changes to named executive officers’ compensation targets for the PRC’s consideration and approval. The Vice President, Talent Optimization presents recommendations regarding compensation targets for the Executive Vice President, Human Resources and Services. For actual compensation decisions (payouts) regarding the named executive officers, CIGNA’s CEO presents his recommendations to the PRC for its consideration. In making his recommendations, the CEO discusses CIGNA’s performance and the individual officers’ performance. The Executive Vice President, Human Resources and Services is generally present for the discussion of compensation for named executive officers. Compensation Consultant Role in Executive and Director Compensation Executive Compensation The PRC has the authority under its charter to engage the services of outside advisors for assistance. The PRC directly retained Mercer as its Compensation Consultant in 2009 to advise the PRC on CIGNA’s executive compensation programs. The primary role of the Compensation Consultant is to provide the PRC with objective analysis, advice and information and to assist the PRC in the performance of its duties; however all of the decisions with respect to determining the amount or form of executive compensation are ultimately made by the PRC or the Board and may reflect factors and considerations other than the information and advice provided by the Compensation Consultant. At the request of the PRC, one or more representatives of the Compensation Consultant attended all of the PRC meetings in 2009. The PRC requests information and recommendations directly from the Compensation Consultant as it deems appropriate in order to structure and evaluate CIGNA’s compensation programs, practices and plans. Pursuant to its engagement by the PRC, the Compensation Consultant also works with and provides information to and obtains information from the Executive Vice President, Human Resources and Services and CIGNA’s compensation department to support management’s executive compensation work for the PRC. During 2009, the Compensation Consultant provided services to the PRC and to management (in support of executive compensation work for the PRC) as described throughout the Compensation Discussion and Analysis (CD&A) (beginning on page 52) and also: • evaluated the impact of CIGNA’s equity programs on annual share use, burn rate (the number of shares awarded per year divided by the shares outstanding at the beginning of the year) and total dilution (total number of stock options and restricted stock outstanding, plus the number of shares available for grants under the Long-Term Incentive Plan, divided by the total number of shares of common stock outstanding), and advised the PRC on a recommended maximum share limit for use in 2010; • reviewed tally sheets of total compensation developed by CIGNA’s compensation department; • evaluated the reasonableness of the performance targets within CIGNA’s Management Incentive Plan from an external perspective, considering historical performance for CIGNA and the primary peer group as well as shareholder expectations; and • assisted with the preparation of the CD&A for the 2009 proxy statement. In 2009, the fees paid to Mercer for services to the PRC and in support of executive compensation work for the PRC (as described above) totaled $789,000. 23


  • Page 25

    In addition, during 2009, CIGNA paid Mercer $72,000 for Director Compensation consulting services on behalf of the CGC. These fees were paid for services provided exclusively to and at the direction of the CGC, the committee with oversight over director compensation. Separate and distinct from executive and director compensation consulting services, as described above, Mercer and its affiliates (Mercer is a wholly-owned subsidiary of Marsh & McLennan Companies, Inc., a holding company that has multiple independent operating companies, including Mercer) provided services for CIGNA in various other capacities during 2009. Those services included pension consulting, actuarial consulting, other compensation consulting, employee benefits reviews, risk management, and case implementation and administration. Decisions to engage Mercer were made by management, and were approved by the Chair of the PRC, acting on behalf of the Committee. Fees paid for those services to Mercer and Mercer affiliates totaled approximately $11,838,000 in 2009. Mercer also provides employee benefits selection and strategy advice to many employers, unions and other groups (including CIGNA clients) that hire an independent third-party firm (an insurance broker) for that purpose. Commissions are paid to insurance brokers such as Mercer in the ordinary course of the employee benefits business, generally as a percentage of premiums billed, as the industry-accepted method of compensating brokers for their services. In addition, CIGNA’s clients may engage Mercer to provide consulting services. CIGNA may pay Mercer directly and include Mercer’s fees for those services in the client’s premiums or administrative services fees. As a result of these types of arrangements, CIGNA paid approximately $31,702,000 to Mercer and its affiliates in 2009. Decisions to engage Mercer were made by CIGNA clients, and the fees to Mercer were approved by the Chair of the PRC, acting on behalf of the Committee. At the end of 2009, after consideration of a number of factors, the Board made the decision to terminate its use of Mercer as the compensation consultant and to retain the services of Pearl Meyer & Partners, LLC beginning in March 2010. In furtherance of its commitment to good corporate governance, the PRC regularly reviews and evaluates its compensation consultant engagement and intends to specifically review the continuation of its relationship with the compensation consultant every five years. In January 2009, CIGNA adopted a policy addressing compensation consultant independence. The policy requires that the PRC use a compensation consultant that is independent of the Company as assessed by the PRC annually. A compensation consultant is deemed independent under the policy if the compensation consultant: • is retained by the PRC, and reports solely to the PRC for all services related to executive compensation; and • does not provide any services or products to the Company and its affiliates or management except with approval of the Chair of the PRC. In assessing the compensation consultant’s independence, the PRC considers the nature and amount of work performed for the PRC during the year, the nature of any non-executive compensation services performed for the Company, and the amount of fees paid for those services in relation to the compensation consultant’s total revenues. The compensation consultant annually prepares for the PRC an independence letter providing appropriate assurances and confirmation of the consultant’s independent status pursuant to the policy. Pursuant to the compensation consultant independence policy, as previously noted, the Chair of the PRC approved all of the compensation and benefits services provided by Mercer to the Company and also approved the broker services provided to the Company by Mercer in 2009. 24


  • Page 26

    Director Compensation The charter of the CGC provides that it will review the compensation of non-employee directors periodically and recommend changes to the Board and will assist in the administration of director compensation plans as authorized by the Board. The CGC reviews the non-employee director compensation program periodically for competitiveness and appropriateness of compensation levels and program design and may then make recommendations to the Board for action. To help it fulfill its responsibilities, the CGC from time to time engages one or more compensation consultants. A compensation consultant engaged by the CGC is directly responsible to the CGC for advising it with respect to non-employee director compensation and providing it with objective analysis and advice about benchmarking, pay practices at competitors, potential tax consequences, compensation magnitude and mix, program structure, and alignment with shareholder interests; however, all of the decisions with respect to determining the amount or form of director compensation under the Company’s director compensation program are made by the Board alone and may reflect factors and considerations other than the information and advice provided by a compensation consultant. The CGC may also engage a compensation consultant to advise it on industry practices and emerging trends in director compensation. With respect to director compensation, the Compensation Consultant contacts the Executive Vice President, Human Resources and Services and members of his staff to obtain information needed to carry out its assignments and contacts the General Counsel and members of her staff regarding legal issues. At the request of the CGC, one or more representatives of a compensation consultant engaged by the CGC may attend certain CGC meetings in order to present information and recommendations and to be available to answer questions and advise the CGC. During 2009, the CGC engaged compensation consultants as follows: • The CGC retained Mercer to complete a competitive assessment of the director compensation program. Page 47 provides a description of changes made to the director compensation program for 2010 and page 24 provides information regarding fees paid to Mercer for director compensation consulting services. • The CGC retained Towers Watson (formerly Towers Perrin) to advise the CGC on the Vice-Chairman/Chairman Compensation Program, particularly during the transition in leadership structures. CIGNA paid Towers Watson $ 17,500 for director compensation services for and in support of the CGC (see page 45 for information regarding the Vice-Chairman/Chairman Compensation Program). Towers Watson is a company that provides services in the areas of employee benefits, talent management, rewards, and risk and capital management. Towers Watson provides compensation and benefits services to CIGNA management and CIGNA subsidiaries outside of the U.S. separate and apart from the services provided to the CGC. In 2009, CIGNA paid Towers Watson approximately $1,032,000 for these services, which include benefits consulting, and compensation and benefits surveys. In addition to the fees relating to the director compensation consulting work and other compensation and benefits services described above, CIGNA paid approximately $4,174,000 to Towers Watson and its affiliates for actuarial work, commissions and client-directed services. The decision to engage Towers Watson for these services as well as the compensation and benefits services described above was made by management and did not require approval by the Board. 25


  • Page 27

    INFORMATION ABOUT ITEM 2. RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CIGNA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as CIGNA’s independent registered public accounting firm for 2010. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment even though ratification is not legally required. If shareholders do not ratify this appointment, the Audit Committee will reconsider PricewaterhouseCoopers’ appointment. PricewaterhouseCoopers LLP has served as the independent registered public accounting firm for CIGNA and its subsidiaries since 1983, and performed the same role for Connecticut General Corporation, a predecessor company of CIGNA, and its subsidiaries since 1967. A representative from PricewaterhouseCoopers LLP will attend the annual meeting, may make a statement, and will be available to respond to appropriate questions. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CIGNA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Policy for the Pre-Approval of Audit and Non-Audit Services The Audit Committee pre-approves all audit services provided by CIGNA’s accounting firms and all non-audit services provided by the Company’s principal independent registered public accounting firm. Specifically: • The full Audit Committee pre-approves all audit, review and attest services and their related fees. • At the first Audit Committee meeting of each calendar year, the Chief Risk Officer and General Auditor for the Company presents to the full Audit Committee a schedule, accompanied by detailed documentation, listing all permissible non-audit services expected to be performed by the Company’s independent registered public accounting firm during the calendar year. In the case of any additional permissible non-audit services concerning internal control over financial reporting and any tax service, the independent registered public accounting firm includes a written description of the scope of service and other information about the proposed service required by the Public Company Accounting Oversight Board rules. The Audit Committee reviews the schedule and documentation, and pre-approves the permissible non-audit services it deems appropriate. For additional permissible non-audit services that arise during the calendar year, the Chief Risk Officer and General Auditor presents an updated schedule reflecting the additional services for review and consideration for pre-approval by the Audit Committee. After the Chief Risk Officer and General Auditor’s presentation of the schedules as described above and, if applicable, a discussion with the Company’s independent registered public accounting firm regarding the potential effects of any permissible tax services on the independence of the Company’s independent registered public accounting firm, the Audit Committee will approve those permissible non-audit services it deems appropriate and necessary. • The policy permits the pre-approval of additional permissible non-audit services to be delegated to one or more Audit Committee members so long as the proposed services do not exceed $250,000, individually. Any services approved in this manner must be reported to the full Audit Committee at its next regularly scheduled meeting. • The Chief Risk Officer and General Auditor reports to the Audit Committee at each meeting on all non-audit services performed by the independent registered public accounting firm and on fees incurred for any services performed by the independent registered public accounting firm. 26


  • Page 28

    Annually, the Chief Risk Officer and General Auditor reports to the Audit Committee the projected ratio between audit and non-audit fees of the independent registered public accounting firm. Fees to Independent Registered Public Accounting Firm Aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the audit of financial statements for the fiscal years ended December 31, 2009 and December 31, 2008, and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods were as follows: 2009 2008(1) Audit Fees $ 9,218,000 $ 9,990,000 Audit-Related Fees 1,852,000 1,938,000 Tax Fees 110,000 48,000 All Other Fees 473,000 514,000 Total $11,654,000 $12,490,000 (1) Audit Fees for 2008 include fees of $97,000 for audit of 2008 financial statements that had not yet been billed at the time CIGNA’s 2009 Proxy Statement was filed. • Audit fees include: the audit of annual financial statements; the review of quarterly financial statements; the performance of statutory audits; quarterly comfort letter work; and the evaluation of management’s assertions concerning the effectiveness of internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. • Audit-related fees include assurance and related services that were reasonably related to the audit of annual financial statements and reviews of quarterly financial statements, but not reported under ‘‘Audit Fees.’’ Audit-related fees included employee benefit plan audits; internal control reviews (e.g., Statement on Auditing Standards No. 70 reports); consultation concerning financial accounting and reporting standards; agreed upon procedures; due diligence purchase accounting; and regulatory examinations. • Tax fees include tax recovery services, tax consulting and tax compliance services. • All other fees include professional services rendered by PricewaterhouseCoopers LLP not reported in any other category and include pre-approved business process advisory and consulting services. 27


  • Page 29

    Audit Committee Report CIGNA has maintained an independent Audit Committee for many years. It operates under a written charter adopted by the Board of Directors. All of the members of the Audit Committee are independent (as defined in the listing standards of the New York Stock Exchange and applicable federal regulations, and CIGNA’s independence standards). CIGNA’s management has primary responsibility for preparing CIGNA’s financial statements and establishing and maintaining financial reporting systems and internal controls. Management is also responsible for reporting on the effectiveness of CIGNA’s internal controls over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of CIGNA’s consolidated financial statements and issuing a report on these financial statements. The independent registered public accounting firm is also responsible for, among other things, issuing an attestation report on the effectiveness of CIGNA’s internal control over financial reporting based on its audit. As provided in its charter, the Audit Committee’s responsibilities include oversight of these processes. As part of its oversight responsibilities, the Audit Committee meets with CIGNA’s Chief Risk Officer and General Auditor, Chief Accounting Officer, General Counsel, Chief Financial Officer and independent registered public accounting firm, with and without management present, to discuss the adequacy and effectiveness of CIGNA’s internal controls and the quality of the financial reporting process. In this context, before CIGNA filed its Annual Report on Form 10-K for the year ended December 31, 2009 with the Securities and Exchange Commission, the Audit Committee: • Reviewed and discussed with CIGNA’s management the audited consolidated financial statements included in the Form 10-K and considered management’s view that the financial statements present fairly, in all material respects, the financial condition and results of operations of CIGNA. • Reviewed and discussed with CIGNA’s management and with the independent registered public accounting firm, PricewaterhouseCoopers LLP, the effectiveness of CIGNA’s internal controls over financial reporting as well as management’s report and PricewaterhouseCoopers LLP’s attestation on the subject. • Discussed with PricewaterhouseCoopers LLP, matters related to the conduct of its audit that are required to be communicated by auditors to audit committees and matters related to the fair presentation of CIGNA’s financial condition and results of operations, including critical accounting estimates and judgments. • Received the required communications from PricewaterhouseCoopers LLP that discloses all relationships that may reasonably be thought to bear on its independence and to confirm its independence. Based on these communications, the Audit Committee discussed with PricewaterhouseCoopers LLP its independence from CIGNA. • Discussed with each of CIGNA’s Chief Executive Officer and Chief Financial Officer their required certifications contained in CIGNA’s Annual Report on Form 10-K for the year ended December 31, 2009. Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited consolidated financial statements be included in CIGNA’s Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the Securities and Exchange Commission. Audit Committee: Donna F. Zarcone, Chairman Jane E. Henney, M.D. John M. Partridge Eric C. Wiseman 28


  • Page 30

    INFORMATION ABOUT ITEM 3: APPROVAL OF AMENDED AND RESTATED CIGNA LONG-TERM INCENTIVE PLAN The Board is asking shareholders to approve the amendment and restatement of the CIGNA Long-Term Incentive Plan (the ‘‘Plan’’). CIGNA provides long-term incentive compensation awards under the Plan to CIGNA officers and employees. The ultimate value of Plan awards is based on the long-term performance of CIGNA common stock or CIGNA’s long-term success in meeting stated performance objectives. See pages 64 to 67 for a description of Long-Term Incentive Awards. The Plan was last approved by shareholders in April 2005. The Board is asking CIGNA’s shareholders to approve the Plan at the 2010 Annual Meeting so that CIGNA may continue to grant certain awards under the Plan that qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. Section 162(m) generally limits any public company’s ability to take a federal income tax deduction for annual compensation in excess of $1,000,000 per person paid to the Chief Executive Officer and each of the three other most highly paid executive officers other than the Chief Financial Officer. Performance-based compensation is exempt from the Section 162(m) limits on deductible compensation. The People Resources Committee (PRC) commissioned a comprehensive review of CIGNA’s executive compensation program in 2009 and proposed modifications to CIGNA’s long-term incentive program to better align with its refocused business strategy described in more detail in the Compensation Discussion & Analysis section of this Proxy Statement. The Board of Directors and the PRC approved the Plan on February 24, 2010 and the Board is recommending that shareholders approve the Plan to: • give CIGNA the flexibility needed to adapt its compensation practices to today’s changing marketplace; • provide CIGNA with the continued ability to issue a broader mix of annual and long-term performance-based awards in order to attract new employees as well as retain and motivate key employees who are deemed to have long-term potential with CIGNA given their performance record; • ensure continued compliance with Section 162(m) of the Internal Revenue Code; and • continue to align the interests of the Company’s employees with those of its shareholders. CIGNA believes that equity incentives are critical to attracting and retaining the most talented employees. Since the Plan last went to shareholders in 2005, the mix of equity performance compensation at CIGNA has changed and continues to change to meet the evolving marketplace. Consequently, to address these changes in the market and overall equity environment, as well as to continue to adhere to sound corporate governance principles and to maintain alignment with shareholders’ long-term interests, the Company has amended the Plan to provide the following key changes: • reduce the available pool of shares to 6,600,000 shares; • provide that of the 6,600,000 shares, up to 2,800,000 shares could be issued as full-value awards (awards other than options or SARs); • allow full-value shares in excess of the above limit to be granted; however, each full-value share granted above the 2,800,000 share limit will reduce the number of authorized shares by one and one-half; and • continue to provide that shares underlying outstanding awards made under the CIGNA Long-Term Incentive Plan (but not the CIGNA Corporation Stock Plan) that expire or are forfeited after March 5, 2010 can be reused under the Plan and now provide that forfeited or cancelled full-value awards will be added to the full-value limit. 29


  • Page 31

    If shareholders do not approve the Plan, the existing plan would continue to have 20,153,867 shares available for future awards. As of December 31, 2009: • 274,256,852 shares of CIGNA common stock were outstanding; • 15,082,008 shares were subject to outstanding equity awards; and • 23,278,830 shares were available for future awards under the existing plan, with no more than 3,810,825 shares available for grants other than options or SARs. In the first quarter of 2010, as part of the Company’s annual compensation cycle and in connection with retention and new-hire grants, CIGNA made grants that represent an additional 3,356,167 shares of CIGNA common stock that have been issued or reserved for future issuance. There were also exercises and expirations of stock options; forfeitures of options, restricted stock and restricted stock units; and lapsing of restrictions on restricted stock and restricted stock units during the interim period between December 31, 2009 and the mailing of this proxy statement. After taking into account these changes, as of the close of business on March 5, 2010: • 276,352,197 shares of CIGNA common stock were outstanding. • 14,469,848 options were outstanding with a weighted average exercise price of $30.43 and weighted average remaining term of 6.35 years. • 5,602,048 shares of unvested or unearned full value awards remain outstanding. • If the Plan is approved, the new available pool would be 6,600,000 shares, plus the shares described in ‘‘Reuse of Shares for Further Awards’’ on page 35. Currently, 20,153,867 shares were available for future grants in the Plan. Of this total, 17,943,138 can be issued as options only, with no more than 2,210,729 shares issued as full-value. The Company does not anticipate granting new awards between March 5, 2010 and April 28, 2010. The Plan provides an essential component of the total compensation package offered to key employees and reflects the importance the Company places on using long-term incentives to motivate and reward superior long-term results. CIGNA believes that the Plan reflects a number of provisions that align with shareholder interests including: • reducing the number of authorized shares under the Plan, to a number the Company anticipates will be sufficient for one year (with the intent of seeking shareholder approval for additional shares under the Plan at the 2011 annual meeting); • clearly defining the maximum limits on the number of shares issuable under the Plan by award types; • prohibiting the use of discounted stock options (except in the limited cases of capital adjustments or merger transactions); • prohibiting the use of reload options (the automatic grant of a new stock option upon exercise of another option); • continuing to prohibit option re-pricing (canceling an option and re-issuing at a lower exercise price); • requiring minimum option and SAR vesting periods of one year (typically, two-thirds of option grants made under the Plan vest over a period longer than one year); • requiring a minimum three-year vesting period for at least 95% of restricted stock grants; 30


  • Page 32

    • requiring that performance awards must have a minimum one-year performance period; • requiring shareholder approval for any material amendments to the Plan in accordance with New York Stock Exchange rules; • eliminating the ability of participants to use restricted stock to pay for option exercises; and • prohibiting the reuse of shares returned to CIGNA (or withheld from the grant) in payment for stock option exercises or for tax withholding. CIGNA will continue to maintain a three-year average share usage burn rate that is less than two percent over the remaining term of the Plan. The ‘burn rate’’ is the ratio of number of shares granted in a year to the number of common shares outstanding at the beginning of the year. Pages 31 to 38 contain a summary description of the Plan and the Plan itself is attached as Appendix A. On March 5, 2010, the fair market value of one share of CIGNA common stock was $34.40. Key Terms and Material Amendments The following is a summary of key Plan provisions and material amendments: Restatement Date: April 28, 2010, subject to shareholder approval. Term: Amended to provide that no Plan awards may be made after December 31, 2019. New Shares Requested: Zero; amendment will reduce the remaining pool of available shares by approximately 13,554,000. Upon approval of the Plan, the number of shares available for future grant will be (as of March 5, 2010): 6,600,000 plus shares underlying any future expired or forfeited awards. Award Types: The Plan permits the grant of: • Stock Options (including incentive stock options (ISOs)) • Stock Appreciation Rights (SARs) payable in shares of CIGNA common stock or in cash • Restricted Stock, including performance-based restricted stock • Dividend Equivalent Rights • Strategic Performance Shares • Strategic Performance Units • Common Stock in lieu of cash or other awards payable under any bonus, incentive or supplemental retirement plan CIGNA’s practice has been to grant only stock options, restricted stock, strategic performance units, and occasionally dividend equivalent rights and common stock in place of cash awards under other employee and executive compensation plans. Beginning in March 2010, the Company awarded strategic performance shares rather than strategic performance units. The Plan (as amended and restated) provides that dividend equivalent rights may not be granted in connection with stock options, SARs, strategic performance shares or strategic performance units. 31


  • Page 33

    Award Limits: • Maximum of 2,000,000 shares may be issued as incentive stock options. • Up to a limit, the grant of each full-value share will reduce the number of authorized shares remaining by one. The limit is 2,800,000 shares, plus any full-value shares that: (i) were previously granted under the Plan (but not the CIGNA Corporation Stock Plan), (2) have remained outstanding as of March 5, 2010, and (3) are subsequently forfeited or cancelled. Each full-value share granted in excess of this limit will reduce the number of remaining authorized shares by one and one-half. (Full-value shares are shares of restricted stock, dividend equivalent rights paid in shares, shares granted in lieu of cash payments under qualifying incentive plans (such as CIGNA’s restricted stock unit plan) and shares paid for strategic performance units or strategic performance shares). • Annual per person maximum of 250,000 strategic performance units, or 500,000 strategic performance shares. If a combination of units and shares is awarded, each unit awarded will reduce the maximum number of shares that can be awarded by two and every two shares awarded will reduce the maximum number of units that can be awarded by one. Strategic performance units have a maximum value of $200 per unit and strategic performance shares have a maximum vesting percentage of 200%. • Annual per person maximum of 1,000,000 shares in the form of stock options and SARs. • Annual per person maximum of 450,000 shares of restricted stock subject to performance conditions. Vesting and Exercise: Vesting schedules are determined by the PRC. Stock options and SARs have a maximum ten year term limit and are not exercisable until at least one year after the grant date, except in the case of a termination of employment due to death, disability, retirement or change of control. Restricted stock granted under the Plan that is subject to time- based vesting shall not vest in less than three years, except in the case of a termination of employment due to death, disability, retirement or change of control, and restricted stock subject to performance conditions shall have a restricted period of not less than one year. Notwithstanding the foregoing, up to 5% of the shares granted as restricted stock may be granted on terms not subject to these minimum vesting conditions. 32


  • Page 34

    Other Material Features of the Plan Purpose of the Plan. The Plan provides for the grant of stock-based and performance-based compensation opportunities to employees. These awards advance the interests of CIGNA and its shareholders by: • rewarding the creation of long-term value for CIGNA shareholders by providing employees with an opportunity to acquire an equity interest in CIGNA, thereby increasing their personal interest in its continued success and progress, and aligning their interests with those of its shareholders; • aiding the company in attracting and retaining employees of exceptional ability; • supplementing and balancing the company’s salary and incentive bonus plans in support of the long-term strategic plans and financial results; and • encouraging decisions and actions by executives to deliver superior enterprise results, with appropriate consideration of risk, and that are consistent with the long-range interests of shareholders. Eligibility. Salaried officers and other key employees are eligible to receive awards under the Plan. Members of the Board of Directors who are not employed by the Company are not eligible to participate in the Plan. As of March 1, 2010, approximately 7,300 employees were eligible to receive awards under the Plan. Administration and Awards. The PRC administers the Plan, subject to any requirements for review and approval by the Board that the Board may establish. The PRC is authorized to interpret the Plan, to select and make awards to eligible participants, to determine eligibility for awards and to establish the terms of the awards. Subject to certain limits specified in the Plan, the PRC may delegate any authority it has under the Plan to the Chief Executive Officer (CEO) or the CEO’s designee. The CEO has limited authority to make awards under the Plan. The CEO must be a CIGNA Board member at the time of grant and no more than 10% of the shares of common stock available for issuance under the Plan may be subject to awards granted by the CEO. The CEO may not grant awards to or for the benefit of the Board of Directors or anyone subject to the requirements of Exchange Act Section 16(a). The CEO or his designee may grant strategic performance units and strategic performance shares, but only in limited circumstances and according to guidelines provided by the PRC or subject to ratification by the PRC. Stock Appreciation Rights. SARs entitle the recipient to receive, upon exercise, stock or cash equal in value to the appreciation in fair market value of a specified number of shares of common stock from the fair market value of the underlying shares on the grant date to the exercise date. The PRC may place restrictions on the exercise of SARs. No SAR may be exercisable more than ten years after grant date. Stock Options. The Plan provides for the grant of options to purchase shares of common stock. The option price may not be less than the fair market value of the underlying shares on the grant date. The option exercise period must expire not more than ten years after the grant date. Options that are designated as incentive stock options (ISOs) are intended to comply with the requirements of Section 422 of the Internal Revenue Code. Restricted Stock. The Plan provides for the grant of shares of restricted CIGNA common stock upon the terms and conditions that the Board in its discretion considers appropriate, provided that these terms and conditions may not be contrary to the provisions and limitations contained in the Plan. Among other things, the PRC specifies the length of the restricted period over which the award vests, forfeiture provisions and restrictions on transferability. The recipient has the right to vote the shares from the date of grant. Dividends payable on restricted shares may be paid in cash or reinvested in 33


  • Page 35

    additional shares of restricted stock subject to the same restrictions; however, the PRC may provide that dividends are accumulated for later payment and are subject to forfeiture until the shares vest. No more than 5% of the Restricted Stock granted under the Plan shall have a restricted period less than three years except in the case of a termination of employment due to death, disability, retirement or change of control. As described in ‘‘Performance-Based Awards’’ below, the PRC may grant long-term performance awards in the form of performance-based restricted stock. Performance-Based Awards. The Plan provides for the grant of long-term performance awards to eligible employees in the form of performance-based restricted stock, strategic performance units, and strategic performance shares. These awards may be structured to provide compensation solely on account of the attainment of one or more pre-established, objective performance criteria that satisfy the requirements of Section 162(m). At the time of grant, the PRC specifies in writing the duration of the performance period, the applicable objective performance goals and measures, and the formulas that will be used to determine the ultimate unit dollar value for performance units and the vesting percentage or vesting schedule for performance shares. Performance goals may be stated separately for one or more participants, collectively for the entire group of participants or in any combination. The goals can be established for CIGNA as a whole, or for one or more of its subsidiaries, business units, or lines of business, or any combination, and can be measured on an absolute basis or on a comparative basis using a peer group, specified index, or combination. Except as prohibited by Code Section 162(m), the PRC may adjust or modify the performance measures, and goals for a performance period if the Company is involved in a merger, acquisition or divestiture transaction that has any material affect on the Company’s ability to apply the performance measures or meet the performance objectives established at the time of grant. To the extent required under Section 162(m), no such award will be payable unless the PRC certifies in writing that the performance goals applicable to the award were satisfied. For strategic performance units, the final unit value may not exceed $200 and for strategic performance shares, the final vesting percentage may not exceed 200%. The PRC may not increase the value or vesting percentage of an award above the maximum determined by the attainment of the applicable performance goal, but the PRC has the discretion to reduce the value or vesting percentage below such maximum. The possible financial measures that may be used to set performance goals are as follows: earnings (total or per share); net income (total or per share); growth in net income (total or per share); income from selected businesses (total or per share); growth in net income or income from selected businesses (total or per share); pre-tax income or growth in pre-tax income; profit margins; revenues; revenue growth; premiums and fees; growth in premiums and fees; membership; membership growth; market share; change in market share; book value; total shareholder return; stock price; change in stock price; market capitalization; change in market capitalization; return on market value; shareholder equity (total or per share); return on equity; assets; return on assets; capital; return on capital; economic value added; market value added; cash flow; change in cash flow; expense ratios or other expense management measures; medical loss ratio; ratio of claims or loss costs to revenues; satisfaction — customer, provider, or employee; service quality; productivity ratios or other measures of operating efficiency; and accuracy of claim processing or other measures of operational effectiveness. The PRC may specify any reasonable definition of the measures it uses. These definitions may provide for reasonable adjustments to the measures and may include or exclude items including, but not limited to: realized investment gains and losses; special items identified in the company’s reporting; extraordinary, unusual or non-recurring items; effects of accounting changes, currency fluctuations, 34


  • Page 36

    acquisitions, divestitures, reserve strengthening, or financing activities; expenses for restructuring or productivity initiatives; and other non-operating items. Termination, Death and Retirement. Unexercised stock options and SARs generally expire upon termination of the participant’s employment. However, if employment is terminated due to death, disability or retirement, the option or SAR will become or remain exercisable in accordance with the terms established by the PRC at the time of grant. If employment is terminated within two years following a change of control, the stock option or SAR will become exercisable on the date of termination of employment and will not expire until the earlier of three months following termination of employment or the regular expiration date of the option or SAR, as applicable. Shares of restricted stock are generally forfeited if the participant terminates employment before the end of the restricted period. However, if employment is terminated due to death, disability or change of control before the end of the restricted period, the restricted period will lapse and the shares will vest immediately. In addition, except in the case of certain restricted stock subject to performance conditions, if employment is terminated by reason of retirement before the end of the restricted period, the PRC or its designee may provide (before the retirement occurs) for the restrictions to lapse and the shares to vest upon retirement. Dividend equivalent rights must generally be forfeited upon termination of employment, unless the PRC determines otherwise. Generally, a grant of common stock under the Plan in lieu of cash payments under other arrangements still will be paid when termination occurs before the payment date. However, if termination is due to death, the common stock grant will be canceled and the award payment will be made in cash under the terms of the other qualifying plan. Strategic performance shares and units will not generally be paid if the participant’s employment is terminated prior to the payment date. However, if termination is due to death, disability or retirement, the PRC has the discretion to determine whether or what amount of the payment should be made. Upon termination of employment due to a change of control, all outstanding units will be valued and paid based on the highest of (a) target, (b) the highest unit valuation during the 12 months before the termination date, or (c) the average of the highest unit valuations for last two unit payments before the termination date. Upon termination of employment due to a change of control, a percentage of a participant’s outstanding performance shares will be vested, and the vesting percentage will be the highest of (a) 100%, (b) the vesting percentage for the most recent performance period, or (c) the average vesting percentage for the last two performance periods. Upon termination for any other reason, all outstanding strategic performance unit and share awards are canceled. Reuse of Shares for Further Awards. The following shares shall be available for future awards under the Plan: • any shares that are issued under the Plan after April 28, 2010 as restricted stock, or reserved for issuance upon exercise of options or vesting of restricted stock units, to the extent the awards subsequently expire or are forfeited or canceled; • any shares that were previously issued under the Prior Plans (as defined in the Plan, but excluding the CIGNA Corporation Stock Plan) as restricted stock, or reserved for issuance upon exercise of options or vesting of restricted stock units, to the extent the awards remained outstanding as of March 5, 2010 and subsequently expire or are forfeited or canceled; and • any shares reserved for issuance upon exercise of SARs to the extent the SAR is settled (paid) in cash. The following shares shall not become available for future awards: shares tendered to pay the exercise price of options; shares reserved for future issuance upon grant of SARs, to the extent the number of 35


  • Page 37

    reserved shares exceeds the number of shares actually issued upon exercise of the SARs; and shares withheld to satisfy tax withholding obligations. Change of Control. Neither a change of control nor a pending or threatened change of control results in any automatic acceleration of any rights or vesting under the Plan. The Plan maintains a double trigger, requiring both a change of control and termination of employment before the vesting of awards is accelerated. However, in the case of a pending change of control, the PRC (subject to approval by a majority of Board members not participating in the Plan) has the discretion to modify outstanding stock options, SARs, restricted stock and certain other Plan rights to accelerate vesting, but any such accelerated vesting is contingent on the change of control actually occurring. A change of control will occur if: • there is an acquisition of 25% or more of the voting power of the Company; • during any consecutive 24 month period, directors who were directors at the beginning of the period or were nominated or elected by a majority of the board (but not if the initial assumption of office was in connection with an election contest) cease to constitute a majority of the Board; or • there is a liquidation or sale of all or substantially all assets, unless the buyer’s board (in the case of a sale) consists of at least a majority of CIGNA directors. A change of control will not occur if: • CIGNA board members constitute at least a majority of the surviving entity or its ultimate parent; • the acquisition or merger effects a recapitalization in which no person has or acquires 25% or more voting power; or • following the transaction, CIGNA shareholders continue to own an entity which owns substantially all of the assets owned by CIGNA prior to the transaction. Adjustment. The Plan provides for proportionate adjustments in the number of shares of common stock subject to awards, including individual limits on awards, and available for future awards in the event of changes in outstanding common stock by reason of a merger, stock split, dividend, reorganization, reclassification or other similar events. Prohibition on Re-Pricing and Reload Grants. Subject to limited exceptions (described below), the Company may not re-price stock options or SARs or issue reload options or SARs without prior approval by shareholders. Re-pricing actions subject to this restriction include: • replacing an option or SAR with a new option or SAR that has a lower exercise price; • except in connection with a change in the company’s capitalization, reducing the exercise price of stock options or SARs; or • exchanging underwater stock options or SARs for cash, new awards or new options or SARs with a lower exercise price. Transferability. In general, no participant may transfer or assign any award or right under this Plan except by will or by the laws of descent and distribution. However, the PRC may in its discretion allow a participant to transfer any stock option or other rights (other than an ISO), during the participant’s lifetime and without consideration, to an immediate family member, a family trust or a family partnership or to any other person approved by the PRC. The transferee may not subsequently transfer the stock option or other right except by will or the laws of descent and distribution. 36


  • Page 38

    Amendment and Termination of the Plan. The Board may suspend, terminate or modify the Plan provided that no action may be taken by the Board (1) without the approval of CIGNA shareholders as necessary under any applicable laws or Internal Revenue Service or Securities and Exchange Commission regulations or the rules of the New York Stock Exchange or (2) that would adversely affect any outstanding awards without the affected holder’s consent. For example, the following amendments, if material, would require shareholder approval: • increase in the benefits accruing to participants under the Plan; • increase in the number of shares of CIGNA common stock which may be issued under the Plan; or • change in eligibility requirements. Federal Income Tax Consequences The following is a summary of the anticipated federal income tax consequences of certain awards under the Plan. The summary is not intended to be exhaustive or to describe tax consequences based on particular circumstances. Among other things, it does not address possible state, local or foreign tax consequences or awards other than stock options. With respect to stock options that qualify as ISOs, a Plan participant will not recognize income for federal income tax purposes at the time the stock options are granted or exercised, although the exercise may give rise to alternative minimum tax liability for the participant. If the participant disposes of shares acquired by exercise of an ISO either before the expiration of two years from the date the stock options are granted or within one year after the issuance of shares upon exercise of the ISO (the ‘‘holding periods’’), the participant will recognize in the year of disposition: (a) ordinary income, to the extent that the lesser of either (1) the fair market value of the shares on the date of the stock option exercise or (2) the amount realized on disposition exceeds the stock option price, and (b) capital gain to the extent that the amount realized on disposition exceeds the fair market value of the shares on the date of stock option exercise. If the shares are sold after expiration of the holding periods, the participant generally will recognize capital gain or loss equal to the difference between the amount realized on disposition and the stock option price. With respect to nonqualified stock options (those that do not qualify as ISOs), the participant will recognize no income upon grant of the stock option and, upon exercise, will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of stock option exercise over the amount paid by the participant for the shares. Upon a subsequent disposition of the shares received under the stock option, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition. In general, for ISOs and nonqualified options, CIGNA will receive an income tax deduction at the same time and in the same amount as the amount that is taxable to the employee as compensation. Stock options under the Plan are intended to be qualified performance-based compensation for purposes of Section 162(m). To the extent a participant realizes capital gains or income for alternative minimum tax purposes, CIGNA will not be entitled to any deduction for federal income tax purposes. Plan Benefits The benefits that will be awarded or paid under the Long-Term Incentive Plan are not currently determinable. Awards granted under the Long-Term Incentive Plan are within the discretion of the Board and the PRC and future awards and the individuals who might receive them have not been determined. 37


  • Page 39

    The following is a list of options received by employees, directors and executives under the Plan since it was last approved by shareholders on April 27, 2005. The amounts listed below reflect the 3 for 1 stock split, effective on June 4, 2007. • Named executive officers: 78,550 for William L. Atwell, President of CIGNA International; 828,927 for David M. Cordani, President and Chief Executive Officer; 117,363 for Annmarie T. Hagan, Executive Vice President and Chief Financial Officer; 177,898 for Carol Ann Petren, Executive Vice President and General Counsel; 97,429 for Michael D. Woeller, Executive Vice President and Chief Information Officer. • All current executive officers as a group: 1,557,537. • All current directors who are not executive officers as a group: 0. • Each nominee for election as a director: 0. • Each associate of any such directors, executive officers or nominees: 0. • Each other person who received 5 percent of such options, warrants or rights: 1,050,828 options received by former Chairman and Chief Executive Officer, H. Edward Hanway. • All employees, including all current officers who are not executive officers, as a group: 9,639,651 (excludes options granted to the current executive officers and options granted to Mr. Hanway). THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE AMENDMENT AND RESTATEMENT OF THE CIGNA LONG-TERM INCENTIVE PLAN. 38


  • Page 40

    INFORMATION ABOUT ITEM 4: APPROVAL OF THE CIGNA CORPORATION DIRECTORS EQUITY PLAN The Board is asking shareholders to approve the CIGNA Corporation Directors Equity Plan (the ‘‘Directors Plan’’). If approved, the Directors Plan would provide CIGNA the ability to award equity to non-employee members of CIGNA’s Board of Directors. The ultimate value of the equity compensation will be based upon the performance of CIGNA’s common stock. The shareholders’ approval of the Directors Plan will not affect the level of payment of the Company’s directors, but will only affect the form of payment. Following is a summary description of the Directors Plan and the Directors Plan itself is attached as Appendix B. The Board of Directors and its Corporate Governance Committee approved the Directors Plan on February 24, 2010 and are recommending that shareholders approve the Directors Plan to: • encourage CIGNA stock ownership by members of the Board who are not employees or officers and thereby align such directors’ interests more closely with the interests of the shareholders; and • enhance CIGNA’s ability to attract and retain directors of outstanding competence. Key Terms The following is a summary of key Directors Plan provisions: Effective Date: January 1, 2010 (subject to shareholder approval) Term of Plan: No Directors Plan awards may be made after the tenth anniversary of the date the Directors Plan is approved by shareholders. Eligibility: Any person serving as a member of the Board of Directors who is neither an employee nor an officer of the Company is eligible to receive awards under the Directors Plan (currently 10 individuals). Shares Requested: 500,000 shares of CIGNA common stock Award Types: The Directors Plan permits the grant of: • Deferred Stock Units • Stock in lieu of fees • Non-Qualified Stock Options • Restricted Stock • Restricted Stock Units Vesting and Exercise: Vesting schedules for restricted stock, restricted stock units and stock options will be determined by the Board of Directors, but may not be less than one year except as provided for by the plan administrator in connection with separation of service. Stock options have a maximum ten-year term limit. Material Features of the Plan Administration and Awards. The Directors Plan will be administered by the Board and by any committee or subcommittee, composed of one or more directors, to which all or any of the authority of the plan administrator may be delegated. Subject to the express provisions of the Directors Plan and the delegation of any responsibilities by the Board, the plan administrator is authorized and empowered 39


  • Page 41

    to do all things that are necessary or desirable in connection with the administration of the Directors Plan including, without limitation: • to prescribe, amend and waive rules relating to the Directors Plan and to define terms not otherwise defined therein; • to establish the terms and conditions of awards and award agreements under the Directors Plan; • to interpret and construe the Directors Plan and the terms and conditions of any awards thereunder, and to make exceptions to any procedural provisions in good faith and for the benefit of the Company; • to amend the terms and conditions of the Directors Plan, subject to the shareholder approval requirements set forth therein, and any awards and agreements under the Directors Plan; and • to make other determinations which may be necessary or advisable for the administration of the Directors Plan. Available Shares. The maximum number of shares of CIGNA common stock that can be issued under the Directors Plan is 500,000. The aggregate number of shares issued under the Directors Plan at any time will equal the number of shares actually issued upon grant or settlement of an award and pursuant to dividend equivalents, less any shares retained or returned to the Company upon cash settlement, cancellation, expiration or forfeiture of an award or (including dividend equivalents) and less any shares retained by or delivered to the Company by or on behalf of a participant (either actually or by attestation) respecting an award. Adjustment. The Directors Plan provides for proportionate adjustments in the number of shares of common stock subject to the Directors Plan and to outstanding awards in the event the outstanding securities of the class then subject to the Directors Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of shares or securities, or if cash, property or shares or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, reclassification, dividend (other than a regular, periodic cash dividend) or other distribution, stock split, reverse stock split, spin-off or the like. Deferred Stock Units. Each deferred stock unit is represented by a bookkeeping entry and, subject to such terms and conditions as the plan administrator may provide, represents a right to receive one share of CIGNA common stock, or a cash payment equal to the market value of one share. In general, CIGNA has provided directors with deferred stock units that settle on the earlier of the director’s separation from service or the third anniversary of the date they were awarded. Deferred stock units do not carry voting rights but, unless provided otherwise by the plan administrator, accrue dividend equivalents in the form of additional deferred stock units. Board Fees Awarded in the Form of Stock or Deferred Stock Units. A director may elect to receive common stock or deferred stock units in lieu of all or a portion of the Board retainer, and, to the extent authorized by the Board, the committee membership, committee chair, or Vice-Chairman/ Chairman retainers (see page 44 for a description of the components of the Non-Employee Directors Compensation Program). Any common stock received pursuant to such an election will be freely transferable, and any deferred stock units received pursuant to such election will be subject to such deferral period and other terms or restrictions as the plan administrator may specify. Share Settlement of Outstanding Deferred Stock Units. Under the terms of the Directors Plan, a director may elect to have outstanding deferred stock units granted prior to 2010 distributed in shares of CIGNA common stock. Absent shareholder approval of the Directors Plan, such awards are settled solely in cash. 40


  • Page 42

    Restricted Stock. The Directors Plan provides for the grant of shares of restricted CIGNA common stock upon the terms and conditions that the Board in its discretion considers appropriate, provided that these terms and conditions may not be contrary to the provisions and limitations contained in the Directors Plan. Restricted stock is an award of shares of CIGNA common stock under which the grant, issuance, retention, vesting and/or transferability is subject to such conditions as the plan administrator determines and as are expressed in an award agreement. Shares subject to any restricted stock award will not be transferrable within less than one (1) year from the date of grant, except upon such separation of service events as specified by the plan administrator. The recipient has the right to vote the shares from the date of grant. Participants are entitled to receive all dividends and other distributions paid with respect to shares of restricted stock, provided that the plan administrator will determine whether any such dividends or distributions are automatically reinvested in additional shares or paid in cash and whether such dividends are subject to the same restrictions on transferability as the restricted stock with respect to which they were distributed. Restricted Stock Units. The Directors Plan provides for the grant of restricted stock units with terms and conditions that the Board in its discretion considers appropriate. Restricted stock units are awards denominated in shares of CIGNA common stock that are settled in the future on such terms and conditions as the plan administrator determines and as are expressed in an award agreement. The plan administrator will determine the extent to which awards of restricted stock units may be settled in cash, shares of CIGNA common stock, or a combination of the foregoing. No shares shall be issued or cash paid in settlement of a restricted stock unit award within less than one (1) year from the date of grant, except upon such separation of service events as specified by the plan administrator. Participants have no voting rights with respect to shares underlying restricted stock units until shares are issued. Dividend equivalents payable on the shares underlying a restricted stock unit award may be paid in cash or reinvested in additional restricted stock units subject to the same restrictions. Stock Options. The Directors Plan provides for the grant of options to purchase shares of common stock. Stock options are rights to purchase a number of shares of common stock at such price, at such times, and on such terms and conditions as the plan administrator determines and as are specified or determined pursuant to an award agreement. Stock options granted under the Directors Plan will not qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended. The option price may not be less than the fair market value of the underlying shares on the grant date. The exercise price of a stock option may be paid in such manner as specified by the plan administrator, including in cash or certified or cashiers’ check, shares of CIGNA common stock, other property deemed acceptable by the plan administrator, a reduction in the number of shares of common stock or other property otherwise issuable pursuant to such stock option, or any combination of the foregoing. Stock options granted under the Directors Plan will vest according to a schedule determined by the plan administrator, but no stock option will be exercisable within less than one (1) year from the date of grant, except upon separation of service events as specified by the plan administrator. The option exercise period must expire not more than ten years after the grant date. The plan administrator may not, without prior approval by shareholders: • reduce the exercise price of stock options, except for adjustments in connection with a change in the Company’s capitalization; • exchange existing stock options for cash or a new award with a lower purchase price, except for adjustments in connection with a change in the Company’s capitalization; or • provide for an automatic grant of a new award upon an exercise of an existing award. Dividend Equivalents. In general, shares or deferred stock units that are deferred pursuant to a deferred compensation plan, as well as any dividend equivalent shares accrued, shall accrue dividend equivalent shares until paid or distributed. Dividend equivalent shares represent the right to receive 41


  • Page 43

    additional shares and shall be credited as of the dividend payment date for shares. In general, shares shall be issued in payment and satisfaction of dividend equivalents on the date that the underlying awards are paid or distributed. Amendment and Termination of the Directors Plan. The Board may suspend, terminate or modify the Directors Plan provided that no action may be taken by the Board (1) without the approval of CIGNA shareholders if necessary under any laws or Internal Revenue Service or SEC regulations or the rules of the New York Stock Exchange or (2) that would adversely affect any outstanding awards without the affected holder’s consent. For example, the following amendments, if material, would require shareholder approval: • increase in the benefits accruing to participants under the Directors Plan; • increase in the number of shares of CIGNA common stock which may be issued under the Directors Plan; or • modify the requirements as to eligibility for participation in the Directors Plan. Federal Income Tax Consequences The following is a summary of the anticipated federal income tax consequences of certain awards under the Directors Plan. The summary is not intended to be exhaustive or to describe tax consequences based on particular circumstances. Among other things, it does not address possible state, local or foreign tax consequences or awards other than stock options. With respect to nonqualified stock options, the participant will recognize no income upon grant of the stock option and, upon exercise, will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of stock option exercise over the amount paid by the participant for the shares. Upon a subsequent disposition of the shares received under the stock option, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition. In general, for nonqualified stock options, CIGNA will receive an income tax deduction at the same time and in the same amount as the amount that is taxable to the participant as ordinary income. To the extent a participant realizes capital gains, CIGNA will not be entitled to any deduction for federal income tax purposes. Plan Benefits As discussed under ‘‘2010 Director Compensation Program Changes’’ on page 47, CIGNA Directors continue to receive an annual retainer of $225,000 for 2010. If a director has met the stock ownership guideline, the annual retainer will be paid in cash, although such director may elect to receive the annual retainer in CIGNA common stock or deferred stock units in lieu of cash. A director who has not met the stock ownership guideline will receive in the form of deferred stock units the lesser of: (1) 50% of the annual retainer; or (2) the amount needed to meet the ownership guideline. If shareholders do not approve the Directors Plan, any deferred stock units granted to Directors for 2010 and any elections to receive CIGNA common stock will be settled in cash. As noted above, if shareholders approve the Directors Plan, the Directors Plan permits CIGNA’s current directors to elect to have outstanding deferred stock units that were granted prior to 2010 settled in shares of CIGNA common stock. Under the foregoing provisions, the current directors as a group would be entitled to receive deferred stock units valued at $574,045 to be settled in CIGNA common stock and CIGNA common stock valued at $225,000 (both based on grant date value) in lieu of 2010 cash retainers and would be entitled to have existing deferred stock units representing 187,748 shares settled in CIGNA common stock. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE CIGNA CORPORATION DIRECTORS EQUITY PLAN. 42


  • Page 44

    EQUITY COMPENSATION PLAN INFORMATION Number of Securities Remaining Available for Future Issuance Under Number of Securities to Weighted-Average Equity Compensation be Issued Upon Exercise Exercise Price of Plans (Excluding of Outstanding Options, Outstanding Options, Securities Reflected Warrants and Rights Warrants and Rights in Column (a))(1) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 13,751,414 $29.34 23,278,830 Equity compensation plans not approved by security holders 0 N/A 0 Total 13,751,414 $29.34 23,278,830 (1) Includes 3,810,825 shares of common stock available on 12/31/2009 for future issuance under the CIGNA Long-Term Incentive Plan (Amended and Restated as of January 1, 2008) as shares of restricted stock, shares in payment of dividend equivalent rights, shares in lieu of cash payable under a Qualifying Plan, or shares in payment of strategic performance units or strategic performance shares. 43


  • Page 45

    DIRECTOR COMPENSATION Non-Employee Director Compensation Program The following chart summarizes the annual retainers of the Non-Employee Director Compensation Program in effect for 2009. These retainers are more fully described below: Retainers Paid to All Independent Directors Annual Method of Payment or Retainer Amount Payment Award Frequency Additional Information Board Retainer $75,0000 Cash Paid quarterly — $150,000 Deferred Awarded quarterly and Each unit provides for a future cash Stock Units paid in cash on the payment equal to the fair market third anniversary of the value of one share of CIGNA award or upon common stock, valued on a separation from service, specified date before payment, as if earlier well as any accumulated dividend equivalents. Committee $ 10,000 Cash Paid quarterly — Membership Retainer Committee Chair $ 5,000 Cash Paid quarterly This amount is paid to Committee Retainer Chairs in addition to their Committee Membership Retainers. Retainers Paid to the Independent Vice-Chairman or Chairman Annual Method of Payment or Retainer Amount Payment Award Frequency Additional Information Vice-Chairman/ $125,000 Cash Paid quarterly This amount is paid in addition to Chairman Retainer the retainers paid to all independent directors described above. Chairman Transition $595,000 Cash Paid quarterly This amount is paid in addition to Retainer the retainers paid to all independent directors described above and in addition to the Vice-Chairman/Chairman Retainer, but is paid only during the transition period from July 2009 through December 31, 2010. Mr. Harris is also entitled to other compensation described under Independent Vice-Chairman/ Chairman Compensation below for his services as the independent Vice-Chairman of the Board from July 1, 2009 to December 25, 2009 and as independent Chairman of the Board effective December 25, 2009. 44


  • Page 46

    Board Retainer. Each director receives an annual Board Retainer initially valued at $225,000. Of that amount, $75,000 is fixed compensation paid in cash, and $150,000 is mandatorily deferred for three years in the form of deferred stock units, whose value tracks that of CIGNA common stock. The cash portion of the Board Retainer is payable in quarterly installments of $18,750 ($75,000 annually). The stock unit portion of the Board Retainer is paid through the quarterly award of a number of deferred stock units with an initial value of $37,500 ($150,000 annually). The number of deferred stock units awarded to a director each quarter is determined based on the closing price of CIGNA common stock on the last business day of the second month of that quarter. Dividend equivalents are credited on deferred stock units and treated as reinvested in additional whole deferred stock units. Three years after the original award, the payout per awarded stock unit is calculated based on the closing price of CIGNA common stock on the last business day of the second month of the quarter in which the third anniversary of the grant date falls, and payment is made in cash the following month. If service as a director ends before completion of the three-year period, valuation and payment are made in the quarter following separation from service on the same basis as described above. The deferred stock units awarded under the Non-Employee Director Compensation Program are not subject to forfeiture and are a general unsecured and unfunded obligation of the Company. Committee Membership and Committee Chair Retainers. Each director receives $10,000 annually for each committee membership (excluding the Executive Committee for which there is no retainer) and committee chairs receive an additional $5,000 annually for each committee chaired. These amounts are paid in cash in quarterly installments at the same time that the cash portion of the Board Retainer for the relevant quarter is paid. Stock Ownership Guidelines. Pursuant to the terms of the Non-Employee Director Compensation Program in effect in 2009, Directors are expected to own $250,000 in any combination of CIGNA common stock, deferred stock units, and restricted share equivalents within three years of joining the Board. Because of his recent election as a director, Mr. Partridge had not yet met the directors’ ownership guideline as of December 31, 2009. Independent Vice-Chairman/Chairman Compensation. In June 2009, CIGNA announced the separation of the roles of Chairman of the Board and Chief Executive Officer effective December 2009 and also announced the appointment of Isaiah Harris, Jr. as Independent Vice-Chairman of the Board effective July 1, 2009 until December 25, 2009, when Mr. Harris became the Company’s independent Chairman (see page 13 for a description of the role of the independent Chairman of the Board). Coincident with the June 2009 announcement, the CGC retained the services of compensation consultant, Towers Watson (formerly Towers Perrin), to develop the compensation program for the independent Vice-Chairman/Chairman role. Based on Towers Perrin’s market study and compensation recommendations and pursuant to the Company’s independent Vice-Chairman/Chairman Compensation Program, the Independent Vice-Chairman/Chairman of the Board receives an annual retainer of $125,000, paid quarterly, a Chairman Transition Retainer of $595,000, paid quarterly and other compensation, as described below. During 2009 and 2010, CIGNA has and will continue to be challenged with unprecedented economic and competitive pressures in the marketplace; public pressure and possible sweeping changes to the industry and the competitive landscape as a result of potential health care reform; and a transition of leadership for both the Board and the Company’s senior management. While serving as the Vice-Chairman and as the Chairman of the Board (the ‘‘Independent Board Leadership Positions’’) from July 1, 2009 through December 31, 2010 (the ‘‘Transition Period’’), Mr. Harris has and will continue to spend considerable time focusing on these issues and providing guidance and oversight to 45


  • Page 47

    management to assist with strategic planning for CIGNA’s business and to fulfill his role as the Board’s liaison to management. Therefore, the Board has determined that: • The Transition Retainer (described on page 45) is appropriate given the additional time and effort required by the Independent Board Leadership Positions over and above regular service as a member of the Board and the general role and responsibilities of the independent Chairman of the Board (described on page 13). • In addition, Mr. Harris should be eligible for other compensation for serving in the Independent Board Leadership Positions during the Transition Period. To ensure that he is paid appropriately for the position and his efforts on behalf of the Board, Mr. Harris also is eligible to receive: (1) a one-time cash award of up to $1,450,000 and; (2) payout from a stock unit award with a grant date value of $1,450,000. No cash award or unit payment will be made to Mr. Harris unless he remains in active service as a member of the Board through the earlier to occur of December 31, 2010, death or disability (the ‘‘Service Period’’). The CGC and the Board have discretion to determine the amount of payment, if any, and in doing so will evaluate the effectiveness of Mr. Harris in executing the duties of his position. The CGC and Board’s determination will also be based on Mr. Harris’ time and commitment to the Independent Board Leadership Positions (including whether he served in an Independent Board Leadership Position through December 31, 2010), the nature and complexity of the issues faced by him during the Transition Period and Mr. Harris’s effectiveness in addressing any such issues and in representing the Board. The Company reimburses Mr. Harris for reasonable out-of-pocket business expenses he incurs in connection with the Independent Board Leadership Positions. Deferral of Payments. Directors may elect to defer the payment of their Board and Committee Retainers beyond their designated payment date under the Deferred Compensation Plan of 2005 for Directors of CIGNA Corporation (Director Deferred Compensation Plan). Under the Director Deferred Compensation Plan, any portion of the Board or Committee retainers that is voluntarily deferred is credited to a director’s deferred compensation account. Directors are offered a choice of hypothetical funds whose rates of return, gains and losses are credited to that account. Subject to limitations under Section 16 of the Securities Exchange Act of 1934 and CIGNA’s insider trading policy, directors who participate in the Director Deferred Compensation Plan can make deferral elections on an annual basis and change their hypothetical investment allocations on deferrals once per quarter. The funds offered to directors include a hypothetical CIGNA stock fund and other funds that are selected from those offered to all CIGNA employees under the CIGNA 401(k) Plan. Directors may elect to receive payments under the Director Deferred Compensation Plan in a lump sum or in installments. The payments are made (or, for installment method payment elections, begin) in January of the year following separation from service as a director. Amounts deferred under the Director Deferred Compensation Plan are not subject to forfeiture. Deferred compensation balances are a general unsecured and unfunded obligation of the Company. 46


  • Page 48

    2010 Director Compensation Program Changes In December 2009, the Board of Directors, upon recommendation from the CGC, approved certain changes to the director compensation program. Beginning in 2010, the stock ownership guideline for all directors will increase from $250,000 to $500,000. If directors have met their stock ownership guideline, their annual Board retainer will be paid in cash. Directors may elect to receive their Board retainer in CIGNA common stock or deferred stock units in lieu of cash. Directors who have not met their stock ownership guideline will receive in the form of common stock or deferred stock units the lesser of either (1) 50% of the annual Board retainer; or (2) the amount needed to meet their ownership guidelines. In order to implement these approved changes, the Board is seeking approval of the CIGNA Corporation Directors Equity Plan described on page 39. Amended and Restated Restricted Share Equivalent Plan for Non-Employee Directors From 1989 to 2005, upon joining the Board of Directors, non-employee directors were awarded either a one-time grant of shares of CIGNA restricted common stock for directors who joined the Board before October 1, 2004, or a grant of restricted share equivalents for directors who joined the Board after October 1, 2004, under the Amended and Restated Restricted Share Equivalent Plan for Non-Employee Directors of CIGNA Corporation (Restricted Share Equivalent Plan). Effective January 16, 2006, the Restricted Share Equivalent Plan was frozen and no new awards were made to individuals joining CIGNA’s Board of Directors after that date. The Restricted Share Equivalent Plan has been amended from time to time to, among other things, change the vesting periods and eliminate the provisions related to restricted stock grants (as those grants have all either vested or been forfeited). The current provisions of the Restricted Share Equivalent Plan provide for the vesting of restricted share equivalents issued under the plan on the later of: (1) six months after the date of grant; or (2) the earliest of nine years of continuous service on the Board, attainment of age 65, change of control, death or disability of the director. However, in the event a director’s resignation is accepted because he or she failed to receive the required majority vote for reelection and the director’s restricted share equivalents have not yet vested, then a pro-rated portion of the director’s restricted share equivalents, determined by the number of complete months the director served on the Board, shall vest effective as of the date of the director’s resignation. As a result of the resignation or any other termination of service as a director prior to vesting, any unvested restricted share equivalents are forfeited, except to the extent that a majority of the Board of Directors (other than the separating director) approves their vesting. As of the end of 2009, Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone each have 13,500 unvested restricted share equivalents under the Restricted Share Equivalent Plan. Payment of the value of vested restricted share equivalents is made in cash after a director’s separation from service. The payout is calculated based on the closing price of CIGNA common stock on the director’s last business day of service with CIGNA and payment is made in cash within 45 days thereafter. Each year that a restricted share equivalent is outstanding under the Restricted Share Equivalent Plan, a director receives a payment equal to the amount of any dividends declared and paid on a share of CIGNA common stock during that year (to the extent that the record date for any such dividend occurs while the restricted share equivalent is outstanding). 47


  • Page 49

    Insurance Coverage CIGNA offers to each non-employee director, at no cost to him or her, group term life insurance coverage in the amount of the annual board retainer ($225,000), and business travel accident insurance coverage in the amount of three times the annual board retainer ($675,000). Directors may purchase or participate in, through the payment of premiums on an after-tax basis, additional life insurance, medical/dental care programs, long-term care, property/casualty personal lines, and various other insurance programs available on a broad basis to CIGNA employees. In addition, directors may elect to purchase worldwide emergency assistance coverage. This program provides international emergency medical, personal, travel and security assistance, and is also currently available to CIGNA executive officers and certain other CIGNA employees who frequently travel abroad for business. Each non-employee director who commenced service prior to January 1, 2006 is eligible, upon separation from service with at least nine years of Board service, to continue to (1) participate for two years in the medical/dental care programs offered by CIGNA to retired employees, through the payment of premiums by the director on an after-tax basis, and (2) use for one year, financial planning and tax preparation services in the amount of up to $5,000, paid by CIGNA. CIGNA will also provide eligible retired directors, at no cost to the director, with $10,000 of group term life insurance coverage for life. In addition, all directors may, at their own expense and if otherwise eligible, continue other life insurance, long-term care insurance and property/casualty personal lines insurance pursuant to the terms of the applicable policies. New directors who commenced service on the Board after January 1, 2006 are not eligible for these benefits. Financial Planning and Matching Charitable Gift Program Non-employee directors may participate in the same financial planning and tax preparation program available to CIGNA executive officers. Under this program, CIGNA will make direct payments or reimburse directors for financial planning services that are provided by firms designated by CIGNA and for tax preparation services. Non-employee directors may also participate in the matching charitable gift program available to CIGNA employees, under which CIGNA will make a matching charitable gift of up to $5,000 annually. Frozen Retirement Plan Before January 1, 1997, CIGNA maintained a retirement plan for directors who terminated service after serving on the CIGNA Board of Directors (or the Board of a predecessor company) for at least five years and after reaching age 60. Under this plan retired directors received, in a lump sum or in quarterly installments, fees based upon their retainer and length of service. Effective December 31, 1996, this retirement plan was frozen. Payments are made under this plan only to eligible directors who retired before 1997 and directors who had vested in the plan as of December 31, 1996. From January 1, 1997 to December 31, 2005, CIGNA directors participated in a revised retirement plan under which an annual credit was made to a restricted deferred compensation account established for each director. This revised retirement plan was available to directors who were not fully vested in the former retirement plan when it was frozen on December 31, 1996 and to those who joined CIGNA’s board after 1996, but before December 31, 2005. In addition to the annual credit, a one-time credit equal to the director’s accumulated unvested benefits under the former retirement plan was made in 1997 to those directors who had not vested in the former plan. The amounts credited to a director’s restricted deferred compensation account under the revised retirement plan were invested in hypothetical shares of CIGNA common stock. The per share price for the one time credit in 1997 was equal to the average closing price of CIGNA common stock over the last ten business days of 1996. For each hypothetical share in a directors’ restricted deferred compensation account, hypothetical dividends equal to the amount of actual dividends paid on shares of CIGNA common stock are credited to a director’s deferred compensation account and are hypothetically reinvested in one or more of the available hypothetical funds. 48


  • Page 50

    Director Stock Ownership Common Stock, Stock Unit, Share Equivalent and Hypothetical Stock Ownership. The table below shows the total ownership stake each of the Company’s directors has by providing the total holdings of CIGNA common stock as well as share equivalents, stock units and hypothetical shares of CIGNA stock credited to a director’s deferred compensation account on a mandatory or voluntary basis, as of December 31, 2009. Restricted Share Equivalents, Total Stock Deferred Stock Units, and Total Stock Ownership Name Common Stock Hypothetical Shares of CIGNA Stock(1) Ownership Value Robert H. Campbell 4,269 58,870 63,139 $2,226,913 Isaiah Harris, Jr. — 90,142 90,142 $3,179,308 Jane E. Henney, M.D. — 39,026 39,026 $1,376,447 Peter N. Larson — 53,632 53,632 $1,891,601 Roman Martinez IV 3,000 41,377 44,377 $1,565,177 John Partridge — 6,516 6,516 $ 229,819 James E. Rogers — 20,563 20,563 $ 725,257 Carol Cox Wait — 49,277 49,277 $1,738,000 Eric C. Wiseman — 14,388 14,388 $ 507,465 Donna F. Zarcone 2,000 31,465 33,465 $1,180,311 William D. Zollars — 38,422 38,422 $1,355,144 (1) Restricted share equivalents, granted under the Restricted Share Equivalent Plan, are described on page 47; deferred stock units, awarded as a portion of the Board and/or Vice-Chairman/Chairman Retainers, are described on page 45; and hypothetical shares of CIGNA common stock, credited to a director’s deferred compensation account under the Director Deferred Compensation Plan are described on page 46. 49

  • View More

Get the full picture and Receive alerts on lawsuits, news articles, publications and more!