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    2016 ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT Together, all the way.®


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    March 18, 2016 900 Cottage Grove Road Bloomfield, Connecticut 06002 Dear Cigna Shareholder: On behalf of the Cigna Corporation Board of Directors, our Enterprise Leadership Team and our more than 39,000 colleagues around the globe, we are pleased to cordially invite you to attend our 2016 Annual Meeting of Shareholders on April 27, 2016. The attached Notice of 2016 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted at the Annual Meeting. 2015 marked the sixth consecutive year of strong financial and operating performance for Cigna, in which we again delivered outstanding results for our shareholders. We continue to be driven by our Company’s clear mission and the effective execution of our focused global strategy, as rapidly evolving market forces present exciting opportunities to deliver value to a variety of stakeholders. Paramount to our approach to value creation, and our ability to consistently achieve competitively attractive results and strong shareholder returns, is putting the customer at the center of everything we do. This commitment is underscored through continuing investments in our business, the expansion of our personalized offerings in targeted geographic markets, and our efforts to transform the health care delivery system through innovative, aligned incentive and engagement programs with providers and customers. Further accelerating our strategy, in mid-2015 we entered into an historic agreement to combine with Anthem, representing a unique opportunity to improve health service access, quality and affordability for consumers. Your vote in support of this combination was an important one in bringing together two complementary businesses, with strong value propositions, committed to building a more sustainable, value-based health care system. In this proxy statement, you will find a discussion of our pay-for-performance compensation program that ensures the performance goals of Cigna’s executives are well aligned with the objectives of our Company based on disciplined measures of performance. We also provide detail on two significant governance changes — the beginning of the previously announced phased implementation of our declassified board structure, and the adoption of a separate Directors Code of Business Conduct and Ethics for our Board. Our Board of Directors, comprised of individuals with diverse experiences and skills, is committed to strong corporate governance as a framework for financial integrity, shareholder transparency and competitively attractive performance. Your vote is very important. Whether or not you plan to attend the 2016 Annual Meeting, we hope that you will cast your vote as soon as possible. Please review the instructions on each of your voting options described in the Important Notice Regarding the Availability of Proxy Materials. Additional instructions on how to vote can be found on pages 75 through 77 of the proxy statement. We look forward to seeing you at the 2016 Annual Meeting. As always, thank you for your continued support of Cigna. Sincerely, /s/ David M. Cordani /s/ Isaiah Harris, Jr. David M. Cordani Isaiah Harris, Jr. President and Chief Executive Officer Chairman of the Board


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    NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS DATE AND TIME: Wednesday, April 27, 2016 at 8:00 a.m. PLACE: Windsor Marriott Hotel, Ballroom 4 28 Day Hill Road Windsor, Connecticut 06095 ITEMS OF BUSINESS: Proposal 1: Election of four director nominees for one-year terms expiring in April 2017. Proposal 2: Advisory approval of executive compensation. Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016. Consideration of any other business properly brought before the meeting. RECORD DATE: You may vote on the matters presented at the Annual Meeting if you were a shareholder of record on Monday, February 29, 2016. PROXY VOTING: Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the Internet, or, if you received a proxy card or instruction form, by completing, dating, signing and returning it by mail. March 18, 2016 By order of the Board of Directors, /s/ Neil Boyden Tanner Neil Boyden Tanner Corporate Secretary Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on April 27, 2016 The Notice of Annual Meeting, Proxy Statement and Annual Report for the fiscal year ended December 31, 2015 are available at www.envisionreports.com/ci.


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    TABLE OF CONTENTS PROXY STATEMENT SUMMARY 1 CORPORATE GOVERNANCE MATTERS 7 ELECTION OF DIRECTORS (PROPOSAL 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 PROCESS FOR DIRECTOR ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 PROCESS FOR SELECTING AND NOMINATING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 BOARD OF DIRECTORS’ NOMINEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 DIRECTORS WHO WILL CONTINUE IN OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 CORPORATE GOVERNANCE POLICIES AND PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 BOARD LEADERSHIP STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 RESPONSIBILITIES OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 BOARD MEETINGS AND COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 CODES OF ETHICS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ANNUAL POLITICAL CONTRIBUTION AND LOBBYING ACTIVITY REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 CORPORATE RESPONSIBILITY REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 NON-EMPLOYEE DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 DIRECTOR COMPENSATION PROGRAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 DIRECTOR COMPENSATION TABLE FOR 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 DIRECTOR OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 COMPENSATION MATTERS 27 ADVISORY APPROVAL OF EXECUTIVE COMPENSATION (PROPOSAL 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 COMPENSATION DISCUSSION AND ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 EXECUTIVE COMPENSATION POLICIES AND PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 ELEMENTS OF COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 EMPLOYMENT ARRANGEMENTS AND POST-TERMINATION PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 PROCESSES AND PROCEDURES FOR DETERMINING EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . 47 OTHER PRACTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 DISGORGEMENT OF AWARDS (CLAWBACK) POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 TAX AND ACCOUNTING TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 EXECUTIVE COMPENSATION TABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 2015 SUMMARY COMPENSATION TABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 GRANTS OF PLAN-BASED AWARDS IN 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 OUTSTANDING EQUITY AWARDS AT YEAR-END 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 OPTION EXERCISES AND STOCK VESTED IN 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 PENSION BENEFITS FOR 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 NONQUALIFIED DEFERRED COMPENSATION FOR 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 REPORT OF THE PEOPLE RESOURCES COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 AUDIT MATTERS 67 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 3) . . . 67 REPORT OF THE AUDIT COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 OWNERSHIP OF CIGNA COMMON STOCK 71 STOCK HELD BY DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 STOCK HELD BY CERTAIN BENEFICIAL OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 ANNUAL MEETING INFORMATION 74 ANNEX A – RECONCILIATION OF NON-GAAP MEASURES A-1 ANNEX B – 2015 GENERAL INDUSTRY PEER GROUP B-1


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    PROXY STATEMENT SUMMARY Mission and Strategy Cigna’s mission is to improve the health, well-being and sense of security of the people we serve in our more than 90 million customer relationships around the globe. Our strategic focus is centered on delivering high quality, affordable, and personalized solutions for our customers and clients by leveraging our insights, brand, talent and localized approach. Creating value for our customers, and in turn, our shareholders, is a direct result of the effective execution of our Go Deep, Go Global, Go Individual strategy that we implemented in 2010. Our Mission To improve the health, well-being and sense of security of the people we serve Our Strategy Go Deep within existing geographies and products, Go Global to offer solutions in adjacent and new markets and Go Individual to serve the holistic needs of an individual How We Will Win Affordability Strategic Personalization imperatives Enablers Insights Brand Localization Talent As we execute our Go Deep, Go Global, Go Individual strategy, we are guided by a clear framework that drives ongoing value creation. First, we continue to leverage our differentiated capabilities across our diversified portfolio of businesses to create value for our customers and clients, which drives strong revenue and earnings growth. Second, our businesses generate strong margins, and have done so consistently over time, as well as strong free cash flow, which gives us significant financial flexibility and the opportunity to effectively deploy capital for the benefit of shareholders. Finally, we continue to position ourselves to capitalize on opportunities to expand in new buying segments, new distribution marketplaces, and new geographies. We believe that our guiding framework will continue to drive differentiated value for our customers and shareholders. Consistent with our mission, we believe in being a good corporate citizen. Every day, Cigna employees around the world make meaningful contributions to improve the health of the communities where we live and work. Our goal is to help ensure that everyone has the best opportunity to achieve their optimal health. In July 2015, we entered into a merger agreement with Anthem, Inc. (Anthem). Our shareholders overwhelmingly approved this merger at our special meeting in December 2015, with approximately 99% of the votes cast voting in favor of the adoption of the merger agreement, representing approximately 82% of Cigna’s outstanding shares as of the record date for the special meeting. We continue to expect the merger to close in the second half of 2016. Until the merger with Anthem closes, we remain a separate and independent company, focused on delivering competitively attractive earnings and revenue growth to Cigna shareholders, as we have over the past several years through the successful execution of our strategy. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 1


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    PROXY STATEMENT SUMMARY Business Performance In 2015, Cigna again delivered strong results with revenue and earnings contributions across the Company’s diversified portfolio of businesses. Consolidated revenue increased 8% over 2014 to $37.9 billion. Consolidated adjusted income from operations* increased to $2.3 billion compared to $2.1 billion for 2014. This reflects strong revenue growth and continued favorable medical and operating costs in the Global Health Care segment. The following charts demonstrate our track record for consistent growth. CONSOLIDATED REVENUES CONSOLIDATED ADJUSTED INCOME (IN BILLIONS) FROM OPERATIONS* (IN BILLIONS) $40.0 $37.9 $34.9 $35.0 $32.4 $29.1 $2.5 $2.3 $30.0 $2.1 $2.1 $1.9 $25.0 $21.9 $2.0 $20.0 $1.4 $1.5 $15.0 $1.0 $10.0 $5.0 $0.5 $0.0 $0.0 2011 2012 2013 2014 2015 2011 2012 2013 2014 2015 * We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2015 for more complete financial information. Consolidated adjusted income from operations is a measure of profitability used by Cigna’s management because it presents the underlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. This consolidated measure is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. For a reconciliation of consolidated adjusted income from operations to shareholders’ net income, see Annex A. Total Shareholder Return The following chart shows our cumulative Total CUMULATIVE TOTAL Shareholder Return (TSR) as of December 31, 2015, on a SHAREHOLDER RETURN one-, three- and five-year basis. For Cigna’s TSR relative to its Strategic Performance Share performance peer group 350% and the S&P 500 Index, see page 30. 300.5% 300% 250% 200% 174.1% 150% 100% 42.2% 50% 0% One- Three- Five- Year Year Year 2 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    PROXY STATEMENT SUMMARY Board of Directors CURRENT CURRENT TERM COMMITTEE DIRECTORS AGE OCCUPATION EXPIRATION MEMBERSHIPS President and Chief Executive David M. Cordani 50 2016 Executive Officer of Cigna Chairman, President and Chief Corporate Governance Eric J. Foss 57 Executive Officer of ARAMARK 2017 People Resources Corporation Chief Merchandising & Customer Audit Michelle D. Gass 48 2017 Officer of Kohl’s Corporation Corporate Governance Former President and Chief Chairman of the Board Isaiah Harris, Jr. 63 Executive Officer of AT&T 2016 Executive (Chair) Advertising & Publishing – East Former Senior Vice President, Corporate Governance (Chair) Provost and Professor of Jane E. Henney, M.D. 68 2016 Executive Medicine, University of Cincinnati People Resources College of Medicine Audit (Chair) Roman Martinez IV 68 Private Investor 2017 Executive Finance Finance (Chair) John M. Partridge 66 Former President of Visa, Inc. 2018 Executive People Resources Former Chairman, President and Audit James E. Rogers 68 Chief Executive Officer of Duke 2018 Finance Energy Corporation Chairman and Chief Executive Finance Eric C. Wiseman 60 2018 Officer of VF Corporation People Resources President and Chief Executive Audit Donna F. Zarcone 58 Officer of The Economic Club of 2016 Finance Chicago Former Chairman, President and People Resources (Chair) William D. Zollars 68 Chief Executive Officer of YRC 2017 Executive Worldwide, Inc. Corporate Governance Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 3


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    PROXY STATEMENT SUMMARY Corporate Governance Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance provides the foundation for financial integrity, shareholder confidence and attractive performance. At the Annual Meeting, the phased implementation of the Board’s declassified structure begins and, at the 2018 annual meeting of shareholders, all directors will be elected to one-year terms and the classified structure will be fully eliminated. In 2015, the Board adopted a Director Code of Business Conduct and Ethics. The Board believes that having a separate code of conduct for the Board meaningfully enhances Cigna’s governance framework. Also in 2015, the Board and the Corporate Governance Committee conducted a thorough review of its governance practices and developed a set of Board Corporate Governance Guidelines (the Guidelines). The Guidelines set forth the key governance principles that guide the Board while also meeting the New York Stock Exchange (NYSE) listing standards. KEY GOVERNANCE PRACTICES • Independent board of directors with diversity in composition, skills and experience • Independent Chairman of the Board • Regular executive sessions of the Board and its committees • Director elections by majority voting • Separate Code of Business Conduct and Ethics for the Board of Directors • Independent Audit, Corporate Governance, Finance and People Resources Committees • Annual self-evaluations of Board, committees and individual directors, including periodic independent third party assessments • Majority of director compensation delivered in Cigna common stock • Meaningful stock ownership guidelines for directors 4 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    PROXY STATEMENT SUMMARY Executive Compensation Cigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. We believe the achievement of our corporate goals will result in the creation of meaningful and sustained long- term value for our shareholders. In 2015, our shareholders overwhelmingly cast advisory votes in favor of our executive compensation program, with 93.7% of votes cast in favor. COMPENSATION GOVERNANCE AND CONTROLS • “Double trigger” requirement for change of control • Management of Long-Term Incentive Plan annual benefits share usage (or burn rate) and total dilution by setting an annual share usage limit, which is below the • No tax gross-up of severance pay upon a change of maximum permitted under the plan control • Limited executive officer perquisites • Regular review of executive compensation governance market practices, particularly when • Ongoing review by the People Resources Committee considering the adoption of new practices or changes of people development, including assessments of to existing programs or policies executive officers and key senior management • Robust stock ownership guidelines and holding • CEO and executive officer succession plans overseen requirements for equity awards to align executives’ by the Board of Directors, with assistance from the interests with shareholders People Resources Committee • Prohibition of hedging of Cigna stock by all directors • An annual assessment by the People Resources and employees, including the executive officers, and Committee of any potential risks and associated restrictions on pledging of Cigna stock by directors internal controls in our incentive compensation and Section 16 officers programs and policies • A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley The target pay mix for the Chief Executive Officer and the other named executive officers during 2015 reflects our executive compensation philosophy. The percentages shown below are targets only and will not match the percentages calculable from the compensation reflected in the Summary Compensation Table on page 51. CEO TARGET OTHER NEO AVERAGE PAY MIX TARGET PAY MIX 9% 21% 17% Salary Annual Incentive Long-Term Equity 23% 56% 74% Performance-Based Pay Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 5


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    PROXY STATEMENT SUMMARY Voting Matters and Board Recommendations BOARD PROPOSALS RECOMMENDATION Proposal 1. Election of Directors. The Board and the Corporate Governance Committee believe that the four director FOR nominees, David M. Cordani, Isaiah Harris, Jr., Jane E. Henney, M.D., and Donna F. Zarcone, each of the nominees bring a combination of diverse qualifications, skills and experience that is required for a well- rounded Board. Each director nominee has proven leadership ability, good judgment and has been an active and valued participant on the Board during his or her tenure. Proposal 2. Advisory Approval of Executive Compensation. The Board believes that Cigna’s executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna’s performance and rewarding our executive officers FOR for the creation of long-term value for Cigna’s shareholders. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions. Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Accounting Firm for 2016. The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as Cigna’s independent registered public accounting firm for 2016. The Audit Committee and the Board FOR believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment. 6 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS Election of Directors (Proposal 1) The Board of Directors is elected by Cigna’s shareholders. PROCESS FOR SELECTING AND At the Annual Meeting, the Board is nominating four NOMINATING DIRECTORS directors for one-year terms expiring in 2017 for election by shareholders. The role of the Board, its leadership Director Selection and Nomination Process structure and governance practices are described below in The Corporate Governance Committee retains a third- the Corporate Governance Policies and Practices section party search firm to assist in identifying and evaluating beginning on page 16. This section describes the process candidates for Board membership. The Corporate for director elections and director nominations, identifies Governance Committee also considers suggestions for the director responsibilities and qualifications considered Board nominees submitted by shareholders, which are by the Board and the Corporate Governance Committee in evaluated using the same criteria as new director selecting and nominating directors, and presents the candidates and current director nominees. biographies, skills and qualifications of the director nominees and those directors continuing in office. Once a potential candidate has been identified, the Corporate Governance Committee reviews the PROCESS FOR DIRECTOR ELECTIONS background of the new director candidate and presents him or her to the Board for consideration. When In 2012, in response to feedback from shareholders, the considering director candidates and the current Board decided to employ a measured, phased approach to composition of the Board, the Corporate Governance implementing a declassified board structure. At the Annual Committee and the Board consider how each candidate’s Meeting, the phased implementation of the Board’s background, experiences, skills and/or prior board and declassified structure begins. Directors elected at the committee service will contribute to the diversity of the Annual Meeting will serve a one-year term, expiring at the Board. In addition, the Corporate Governance Committee 2017 annual meeting of shareholders. A director (or his or and the Board consider the Company’s business strategy her successor) who has been elected to a three-year term and how each director candidate’s background that does not expire at the 2016 Annual Meeting will complements that strategy. Candidates interview with the complete such three-year term, and thereafter will stand Chair of the Corporate Governance Committee and the for election for a one-year term. At the 2018 annual Chairman of the Board, as well as other members of the meeting of shareholders, all directors will be elected to Board, as appropriate. one-year terms and the classified structure will be fully eliminated. The Corporate Governance Committee assesses the Board’s composition as part of the annual self-evaluation Cigna has adopted a majority voting standard for the of the Board (described on page 18). When considering election of directors in uncontested elections. Under this whether to nominate current directors for re-election, the standard, each director must receive a majority of the Corporate Governance Committee and the Board review votes cast with respect to that director. This means that the Board’s annual self-evaluation and the individual the number of votes cast “for” a director nominee must director’s performance against the expectations for Board exceed the number of votes cast “against” that nominee membership (identified below under Director Expectations for the director to be elected. Each director has agreed to and Qualifications). The Board considered its composition tender, and not withdraw, his or her resignation if he or she as part of its annual evaluation. The Board may nominate does not receive a majority of the votes cast at the Annual for election and appoint to fill vacant or new Board Meeting. The Corporate Governance Committee will make positions only those persons who agree to adhere to the a recommendation to the Board on whether to accept the Company’s majority voting standard (described above resignation. The Board has discretion to accept or reject under Process for Director Elections). the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning his or her resignation. In contested elections, the voting standard is a plurality of votes cast. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 7


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    CORPORATE GOVERNANCE MATTERS Director Expectations and Qualifications The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications, characteristics, skills and experience that it believes every member of the Board should have. In addition, the Corporate Governance Committee has developed a list of areas of expertise that it believes supports Cigna’s business strategy and contributes to a well-rounded Board. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of experience as part of the director recruitment, selection, evaluation and nomination process. While the Board does not have a formal policy with regard to diversity, the Corporate Governance Committee works to ensure that the Board is comprised of individuals with expertise in fields relevant to Cigna’s business, experience from different professions and industries, a diversity of age, ethnicity, gender and global experience and a range of tenures to provide a balance of fresh perspective and continuity. Expectations of Every Director • Understand Cigna’s businesses and the importance • Share expertise, experience, knowledge and of the creation of shareholder value insights as related to the matters before the Board • Participate in an active, constructive and objective way at Board and committee meetings • Advance Cigna’s business objectives and reputation • Review and understand advance briefing materials • Demonstrate an ongoing commitment to consult • Contribute effectively to the Board’s evaluation of and engage with the CEO and senior executive talent, compensation and succession management outside of Board and committee planning meetings on matters affecting Cigna • Contribute effectively to the Board’s assessment of strategy and risk Qualifications, Characteristics, Skills and Experience of Every Director • Good judgment and strong commitment to ethics • Ability to assess different risks and impact on and integrity shareholder value • Ability to analyze complex business and public policy • Contribution to the Board’s overall diversity of issues and provide relevant input concerning thought strategy • High degree of achievement in their respective • Free of conflicts of interest fields 8 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS AREAS OF EXPERTISE THAT CONTRIBUTE TO A WELL-ROUNDED BOARD RELEVANCE TO BUSINESS STRATEGY Directors who have served as a chief executive officer, a CEO-equivalent or a Business Leader business unit leader of a large company bring a practical understanding of large organizations, processes, strategy and risk management. An understanding of finance, capital markets and financial reporting processes is necessary for a well-rounded Board because of the importance Finance we place on accurate financial reporting and robust financial controls and compliance. In addition, Cigna’s business involves complex financial transactions. As we work to create a sustainable health care ecosystem, the Board requires directors with experience on issues related to reducing health costs to Healthcare and Delivery Systems patients through provision of care management and the use of innovative delivery system solutions. Our business is highly dependent on maintaining both effective information systems and the integrity and timeliness of the data we use to serve our customers and health care professionals and to operate our business. For this Information Technology reason, the Board needs directors with leadership experience related to the development, installation, implementation, security or maintenance of computer systems, applications and digital informatics. In furtherance of our Go Global strategy, the Board requires directors with International/Global leadership experience overseeing non-U.S. operations and working in diverse cultures around the world. The Go Deep and Go Individual aspects of our strategy necessitate that the Board include directors with leadership experience over marketing, Marketing and Consumer Insights advertising and consumer insight functions. These directors also have experience with product development and brand building, particularly as it focuses on end-user consumers. Our business is highly regulated at the federal, state, local and international levels. For this reason, the Board needs directors with experience in regulated Regulated Industry/Public Policy industries and public policies to help us identify, assess and respond to new trends in the legislative and regulatory environment. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 9


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    CORPORATE GOVERNANCE MATTERS Other Practices and Policies Related to Director Service In addition to requiring that the Board is comprised of diverse and qualified individuals, the Board has adopted the following governance policies and practices that contribute to a highly functioning Board. To ensure each director is able to devote sufficient time and attention to his or her responsibilities as a board member, the Board has established the following limits on outside directorships: • Each director who also is a chief executive officer of a public company may not serve on more than one other public company board in addition to Limits on Public Company Cigna’s Board and the board of his or her employer (for a total of three Directorships public company directorships); and • Each director who is not a chief executive officer of a public company may serve on no more than four boards of other public companies (for a total of five such directorships). All of our directors are in compliance with these limits on outside directorships. If a director changes his or her principal employment position, that director is Change in Director’s Principal required to tender his or her resignation to the Corporate Governance Position Committee. The committee will then recommend to the Board whether to accept or decline the resignation. A director is required to retire no later than the annual meeting of Mandatory Retirement Age shareholders coinciding with or following his or her 72nd birthday. 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 also are encouraged to attend continuing Continuing Education for Directors education courses relevant to their service on Cigna’s Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation. BOARD OF DIRECTORS’ NOMINEES Upon the recommendation of the Corporate Governance Committee, the Board is nominating the four directors listed below for re-election for one-year terms to expire in April 2017. 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 may either reduce its size or designate another nominee. If the Board designates a nominee, your proxy will be voted for the substitute nominee. Below are biographies, skills and qualifications for each of the nominees and for each of the directors continuing in office. Each of the director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills and qualifications represented contributes to an effective and well-functioning Board and that the nominees and directors continuing in office possess the qualifications, based on the criteria described above, to provide meaningful oversight of Cigna’s business and strategy. The Board of Directors unanimously recommends that shareholders vote FOR the nominees listed below. 10 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS DAVID M. CORDANI ISAIAH HARRIS, JR. President, Chief Executive Officer Former President and Chief and Director of Cigna Executive Officer of AT&T Advertising & Publishing — East AGE: 50 AGE: 63 DIRECTOR SINCE: 2009 DIRECTOR SINCE: 2005 COMMITTEES: Executive COMMITTEES: Executive (Chair) Mr. Cordani has served as Cigna’s Chief Executive Officer Mr. Harris has served as Chairman of the Board since since December 2009 and as President since June 2008. December 2009 and served as Vice-Chairman of the Board He served as Chief Operating Officer from June 2008 until from July 2009 through December 2009. Mr. Harris served December 2009; President, Cigna HealthCare from 2005 as President and Chief Executive Officer of AT&T until 2008; and Senior Vice President, Customer Advertising & Publishing — East (formerly BellSouth Segments & Marketing, Cigna HealthCare from 2004 until Advertising & Publishing Group), a communications 2005. He has been employed by Cigna since 1991. services company, from 2005 until his retirement in 2007; Mr. Cordani has served as a director of General Mills, Inc., a as President, BellSouth Enterprises, Inc. from 2004 until publicly traded global manufacturer and marketer of 2005 and as President, Consumer Services, BellSouth branded consumer foods, since 2014. He is a member of Corporation from 2000 until 2004. Mr. Harris has served as the Business Roundtable and serves on the U.S.-India an Independent Trustee of Wells Fargo Advantage Funds, Business Council Board of Directors. Mr. Cordani was a provider of mutual funds, since 2008 and served as a named one of Fortune Magazine’s Top Business Persons of Director of Deluxe Corporation, a provider of customized the Year in 2015. His current term as a Director of Cigna products and services including financial services and began in 2013 and expires in 2016. direct checks, from 2004 until 2011. Mr. Harris was Business Leader. Mr. Cordani has extensive executive nominated as NYSE 2014 Chairman of the Year and was leadership and management experience, including through recognized by the Outstanding Directors Exchange as a his current role as President and Chief Executive Officer of 2010 Outstanding Director. His current term as a Director Cigna. Mr. Cordani has spearheaded Cigna’s transformation of Cigna began in 2013 and expires in 2016. into a leading global health service company, more than Business Leader. In his executive business leadership roles, doubling the size of the business since 2009. His prior role including as CEO of AT&T Advertising and Publishing, as Chief Operating Officer also encompassed broad Mr. Harris managed large organizations, developed and responsibility for Cigna’s global business and corporate executed business strategies and led transformational functions. change initiatives in both domestic and international Finance. Mr. Cordani served as Business Financial Officer operations. for Cigna’s healthcare division and in senior roles in corporate accounting and planning. He was formerly a CPA Finance. Mr. Harris’ extensive finance experience includes with public accounting experience at Coopers & Lybrand. 19 years of corporate finance and operational experience in multi-national organizations, including as Vice President of Healthcare and Delivery Systems. Mr. Cordani is President Finance, BellSouth Corporation, preceded by 13 years as a and Chief Executive Officer of Cigna Corporation, a global CPA with KPMG LLP. Through service on the Deluxe board health service company and previously served as President of directors and as a trustee of Wells Fargo Advantage of the Cigna HealthCare business segment. His long tenure Funds, he has insight into financial services-related issues. with Cigna provides Mr. Cordani with unique perspective of the evolution of the healthcare service sector and the Marketing and Consumer Insights. Throughout his career innovation of health delivery models. with AT&T Advertising & Publishing, and particularly as President, Consumer Services, BellSouth Corporation Information Technology. Mr. Cordani manages Cigna’s (2000 to 2004), Mr. Harris focused on marketing information technology investments in support of business communication services to end-user consumers. and strategic objectives. Marketing and Consumer Insights. As Chief Executive Regulated Industry/Public Policy. Throughout his career Officer, he leads Cigna’s Go Deep, Go Global, Go Individual at AT&T Advertising & Publishing, Mr. Harris navigated a strategy, to deliver value in more than 90 million customer heavily regulated and dynamic legal environment. relationships around the world. Regulated Industry/Public Policy. Mr. Cordani is actively engaged in public policy related to the highly regulated healthcare industry and other global business markets. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 11


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    CORPORATE GOVERNANCE MATTERS JANE E. HENNEY, M.D. DONNA F. ZARCONE Former Senior Vice President, President and Chief Executive Provost and Professor of Medicine, Officer of The Economic Club of University of Cincinnati College of Chicago Medicine AGE: 58 AGE: 68 DIRECTOR SINCE: 2005 DIRECTOR SINCE: 2004 COMMITTEES: Audit, Finance COMMITTEES: Corporate Ms. Zarcone has been the President and Chief Executive Governance (Chair), Executive, Officer of The Economic Club of Chicago, a civic and People Resources business leadership organization, since February 2012. She Dr. Henney served as a Professor of Medicine at the served as Interim President of The Economic Club of University of Cincinnati College of Medicine, an educational Chicago from October 2011 until February 2012 and as institution, from 2008 until 2012. She served as Senior Vice President and Chief Executive Officer of D. F. Zarcone & President and Provost, Health Affairs at the University of Associates LLC, a strategic advisory firm, from 2007 until Cincinnati Academic Health Center from 2003 until 2008. February 2012. Ms. Zarcone served as the President and Appointed by President Bill Clinton, Dr. Henney served as Chief Operating Officer of Harley-Davidson Financial the first female U.S. Commissioner of Food and Drugs from Services, Inc., a provider of wholesale and retail financing, 1998 to 2001. Dr. Henney was appointed to the position of insurance and credit card programs and a wholly owned Home Secretary of the National Academy of Medicine, a subsidiary of Harley-Davidson, Inc., from 1998 until 2006. division of The National Academies of Sciences designed She has been a Director of CDW Corporation, a publicly to advise the nation on health issues, in April 2014. She has traded provider of technology products and services, since been a Director of AmerisourceBergen Corporation, a 2011. She also served as a Director of The Jones publicly traded bio-pharmaceutical company, since 2002, Group, Inc., a publicly traded designer, marketer and and was elected Lead Independent Director effective in wholesaler of branded clothing, from 2007 to 2012 and March 2016. She also served as a director of Cubist Chairman of the Board of Eaglemark Savings Bank, a Pharmaceuticals, Inc., a publicly traded pharmaceutical financial services provider, from 2002 to 2006. She and biologics company, from 2012 until January 2015, and received recognition from the National Association of as a Director of AstraZeneca PLC, a publicly traded global Corporate Directors as an NACD Directorship 100 “Class of pharmaceutical company, from 2001 until 2011. Dr. Henney 2012” member. Ms. Zarcone is also an NACD Board has also served on the China Medical Board since 2004. Leadership Fellow. Her current term as a Director of Cigna She received recognition from the National Association of began in 2013 and expires in 2016. Corporate Directors as an NACD Directorship 100 “Class of Finance. As an executive at Harley Davidson Financial 2011” and “Class of 2012” member. Dr. Henney also is an Services and as the Chairman of the Board of Eaglemark NACD Board Leadership Fellow. Her current term as a Savings Bank, an FDIC-regulated entity, Ms. Zarcone Director of Cigna began in 2013 and expires in 2016. oversaw end-user consumer financial services matters. She Healthcare and Delivery Systems. Dr. Henney’s positions is a certified public accountant. As President and CEO of as Medical Doctor, Home Secretary of the National The Economic Club of Chicago, she monitors social and Academy of Medicine, Commissioner of Food and Drugs, economic issues facing the U.S. and global markets. and Executive of Academic Health Center provide her with Marketing and Consumer Insights. As President of Harley- direct experience regarding emerging health care issues Davidson Financial Services, Ms. Zarcone oversaw direct and complex health delivery systems. marketing initiatives to end-user consumers for a portfolio Regulated Industry/Public Policy. As former of financial products. As head of Enthusiast Services at Commissioner of Food and Drugs and Home Secretary of Harley-Davidson, she oversaw brand loyalty initiatives. As the National Academy of Medicine, Dr. Henney has a director of The Jones Group, she focused on end-user extensive insight into the highly regulated health industry consumer-related issues. in the U.S. and abroad. 12 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS DIRECTORS WHO WILL CONTINUE IN OFFICE ERIC J. FOSS MICHELLE D. GASS Chairman, President and Chief Merchandising & Customer Chief Executive Officer of Officer of Kohl’s Corporation ARAMARK Corporation AGE: 48 AGE: 57 DIRECTOR SINCE: 2014 DIRECTOR SINCE: 2011 COMMITTEES: Audit, Corporate COMMITTEES: Corporate Governance Governance, People Resources Ms. Gass has served as Chief Customer Officer of Kohl’s Mr. Foss has been Chairman of the Board of ARAMARK Corporation, a publicly traded retailer, since 2013, and Corporation, a publicly traded provider of food services, Chief Merchandising & Customer Officer since June 2015. facilities management and uniform services, since February Prior to this, Ms. Gass held various roles with Starbucks 2015, and President and Chief Executive Officer since May Coffee Company, a publicly traded manufacturer and 2012. He served as Chief Executive Officer of Pepsi retailer, for more than 16 years, including President, Beverages Company, a beverage manufacturer, seller and Starbucks Coffee, EMEA, from 2011 to 2013; President of distributor and a division of PepsiCo, Inc., from 2010 until the Seattle’s Best Coffee Unit and Interim President of the December 2011. He served with The Pepsi Bottling Group, Global Consumer Products Division from 2009 to 2010; Inc. as its Chairman and Chief Executive Officer from 2008 Executive Vice President, Global Marketing and Category until 2010; President and Chief Executive Officer from and Chief Global Strategist from 2008 to 2009. Ms. Gass 2006 until 2008; and Chief Operating Officer from 2005 also served as a director of Ann, Inc., a publicly traded until 2006. Mr. Foss served on the Board of UDR, Inc., a retailer, from 1998 to 2013. Her current term as a Director publicly traded real estate investment trust, from 2003 of Cigna began in 2014 and expires in 2017. until May of 2015. His current term as a Director of Cigna began in 2015 and expires in 2017. Business Leader. Ms. Gass’ business leadership experience includes her position as the Chief Merchandising & Business Leader. Mr. Foss has extensive leadership Customer Officer of Kohl’s Corporation, and various roles experience through his roles as Chairman, President and of increasing responsibility over her 15-year career at CEO of ARAMARK Corporation, combined with his 30-year Starbucks Coffee Company. career at Pepsi Beverages Company and The Pepsi Bottling Group, including his role as Chairman and CEO. International/Global. As President, Starbucks EMEA (Europe, Middle East and Africa), Ms. Gass oversaw and Finance. As Chairman, President and CEO of ARAMARK grew the company’s 1,900 owned and licensed store and as CEO of Pepsi Beverages Company and The Pepsi operations across the region and fulfilled international Bottling Group, his experience includes oversight of assignments. financial operations, financial reporting, merger and acquisition activities and corporate restructurings. He led Marketing and Consumer Insights. Ms. Gass is responsible ARAMARK’s initial public offering in 2013 and was for Kohl’s overall customer engagement strategy, including instrumental in The Pepsi Bottling Group’s initial public the company’s digital, marketing, public relations, and offering and oversaw its acquisition by PepsiCo. social responsibility efforts, as well as the high growth omni-channel business. During her Starbucks tenure, she International/Global. Mr. Foss’ responsibilities at held a variety of leadership roles across marketing, global ARAMARK, Pepsi Beverages Company and The Pepsi strategy and category management, playing a key role in Bottling Group included international business leadership, the company’s overall strategic blueprint. managing the challenges of operating a global business, and strategic planning. At ARAMARK, he has oversight of operations in 20 countries, and throughout his tenure at Pepsi Beverage Company and The Pepsi Bottling Group, had responsibilities for global operations including international assignments. Marketing and Consumer Insights. Mr. Foss’ service as CEO of Pepsi Beverages Company and The Pepsi Bottling Group provided him experience as an executive officer of a consumer oriented company. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 13


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    CORPORATE GOVERNANCE MATTERS ROMAN MARTINEZ IV JOHN M. PARTRIDGE Private Investor Former President of Visa, Inc. AGE: 68 AGE: 66 DIRECTOR SINCE: 2005 DIRECTOR SINCE: 2009 COMMITTEES: Audit (Chair), COMMITTEES: Finance (Chair), Executive, Finance Executive, People Resources Mr. Martinez has been a private investor since 2003. In Mr. Partridge served as President of Visa, Inc., a publicly 2003, he retired as Managing Director of Lehman traded consumer credit company, from 2009 until 2013 and Brothers, an investment banking firm, following a 31- as Chief Operating Officer from 2007 to 2009. He joined year career with the firm. He served as a director of Visa USA in October 1999 and served as President and Chief Alliant Techsystems Inc., a publicly traded aerospace, Executive Officer of Inovant (a Visa subsidiary) from 2000 to defense and commercial products company, from 2007 and as Interim President of Visa USA in 2007. From 2004 until February 2015, when Alliant Techsystems, 1998 until joining Visa USA, Mr. Partridge served as Senior Inc. merged with Orbital Sciences, Inc. to create Orbital Vice President and Chief Information Officer of Unum ATK, Inc. and simultaneously spun-off its commercial Provident Corp., a publicly traded disability insurance products company. Mr. Martinez has served as a company. From 1989 to 1998, Mr. Partridge was Executive director of Orbital ATK, Inc. since February 2015. Vice President for Credicorp Inc., a commercial banking, Mr. Martinez has served on the Board of Trustees of insurance and investment banking company, where he was New York Presbyterian Hospital since 1996. His current responsible for consumer banking, technology and term as a Director of Cigna began in 2014 and expires operations. Prior to joining Credicorp Inc., Mr. Partridge held in 2017. various management positions with Wells Fargo Bank. Mr. Partridge has been a Director of Global Payments, Inc., a Finance. Mr. Martinez has over ten years of experience publicly traded provider of electronic transaction processing as a private investor and serves on the Investment services, since 2013. His current term as a Director of Cigna Committees of several non-profit organizations. He began in 2015 and expires in 2018. previously served on the Investment Advisory Council of the State of Florida, which provides independent Business Leader. Mr. Partridge has extensive senior oversight of the Florida Retirement System funds and leadership experience through his positions with Visa, Inc., other state funds, which aggregated in excess of Visa USA, Inovant, Unum and Credicorp. $150 billion. He has extensive experience in investment banking through his 31-year tenure with Finance. As President and CEO of Inovant, he had direct Lehman Brothers where he was involved in a broad oversight of financial operations, financial reporting, merger spectrum of U.S. and international investment banking and acquisition activities and corporate restructurings. As activities covering financing, mergers and acquisitions President of Visa, he was involved with financial oversight and restructuring advisory assignments as well as and reporting and strategic transactions. His responsibilities financing transactions for governments and at Credicorp provided significant financial services corporations. experience. Healthcare and Delivery Systems. Through his over Information Technology. Mr. Partridge has experience 15 years serving on the Board of Trustees of New managing and overseeing information technology York Presbyterian Hospital, Mr. Martinez developed investments in support of business objectives which he insights into the issues facing health care systems in gained through each of his executive leadership positions, a rapidly changing environment, including the including as Chief Information Officer of Unum and as a provision of care management and delivery systems. director of Global Payments. As President of Inovant, he oversaw Visa’s electronic payment processing service. International/Global. As President of Visa, Mr. Partridge’s responsibilities included international business leadership. He also serves as a director of a large public company with extensive international operations. His responsibilities with Credicorp included international assignments. Marketing and Consumer Insights. Through his tenure with Visa, Mr. Partridge focused heavily on consumer credit and oversaw marketing, product, client service, support and processing services. As Executive Vice President of Credicorp, his responsibilities included consumer banking. 14 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS JAMES E. ROGERS ERIC C. WISEMAN Former Chairman, President and Chairman and Chief Executive Chief Executive Officer of Duke Officer of VF Corporation Energy Corporation AGE: 60 AGE: 68 DIRECTOR SINCE: 2007 DIRECTOR SINCE: 2007 COMMITTEES: Finance, People COMMITTEES: Audit, Finance Resources Mr. Rogers served as Chairman of Duke Energy Mr. Wiseman has served as Chairman of VF Corporation, a Corporation, a publicly traded electric power company, publicly traded apparel and footwear company, since from 2007 until 2013 and as the President and Chief August 2008, as Chief Executive Officer since January Executive Officer from 2006 until 2013. He co-founded and 2008, Director since 2006, and President from 2006 until has served as Chairman of Brightlight Foundation, a non- June 2015. He served as Chief Operating Officer of VF profit provider of globally accessible and affordable Corporation from 2006 to 2008; Executive Vice President, energy solutions, since 2011. He was formerly the Chairman, Global Brands from 2005 to 2006; Vice President and President and Chief Executive Officer of CINERGY Corp. Chairman, Sportswear and Outdoor Coalitions from 2004 (which merged with Duke Energy Corporation in 2006) until 2005; and Vice President and Chairman, Global from 1994 until 2006. Mr. Rogers served as a Director of Intimates and Sportswear Coalition from 2003 until 2004. Applied Materials, Inc., a publicly traded provider of Mr. Wiseman has been a Director of Lowe’s Companies, equipment services and software, from 2008 until April Inc., a publicly traded retail home improvement and 2015, and a director of Fifth Third Bancorp, a regional appliance company, since 2011. His current term as a banking corporation from 1995 until 2009. He received Director of Cigna began in 2015 and expires in 2018. recognition from the National Association of Corporate Business Leader. Mr. Wiseman has extensive senior Directors as an NACD Directorship 100 “Class of 2011” leadership experience through his positions with VF member. His current term as a Director of Cigna began in Corporation. 2015 and expires in 2018. Finance. As Chairman and CEO of VF Corporation, he has Business Leader. Mr. Rogers has extensive senior oversight of financial operations, merger and acquisition leadership experience through his positions with Duke activities and corporate restructurings. Energy and in the utility industry for 25 years. Over the course of his career, he served on the boards of eight International/Global. Through leadership positions at VF Fortune 500 companies. Corporation, Mr. Wiseman oversees operations and product sales in over 150 countries. Prior to joining VF Finance. As President and CEO of Duke Energy, he had Corporation, he held executive leadership roles at Sara Lee oversight of financial operations, financial reporting, Corporation that included international business leadership merger and acquisition activities and corporate and international assignments. restructurings. As a director of Fifth Third Bancorp, Mr. Rogers developed expertise in several facets of Marketing and Consumer Insights. Through leadership commercial and consumer financial services. roles at VF Corporation, Mr. Wiseman oversees marketing of 30 different brands through all channels of distribution, Regulated Industry/Public Policy. Throughout his career both domestically and internationally. As a director of at Duke Energy and CINERGY, Mr. Rogers operated in a Lowe’s, he focuses on end-user consumer-related issues. heavily regulated environment and oversaw and implemented strategic policy initiatives. Before his corporate career, he served as the Deputy General Counsel for the Federal Energy Regulatory Commission and as a partner in the law firm of Akin Gump Strauss Hauer & Feld in Washington, D.C. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 15


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    CORPORATE GOVERNANCE MATTERS WILLIAM D. ZOLLARS Cerner Corporation, a publicly traded supplier of health Former Chairman, President and care information technology, since 2005. His current term Chief Executive Officer of YRC as a Director of Cigna began in 2014 and expires in 2017. Worldwide, Inc. Business Leader. Mr. Zollars’ role as Chairman, President AGE: 68 and Chief Executive Officer of YRC Worldwide and various executive leadership positions with Yellow Transportation, DIRECTOR SINCE: 2005 Ryder Integrated Logistics and Eastman Kodak provided him extensive senior leadership experience. COMMITTEES: People Resources (Chair), Executive and Corporate Finance. As Chairman, President and CEO of YRC Governance Worldwide, Mr. Zollars had oversight of financial operations, merger and acquisition activities and corporate Mr. Zollars served from 1999 to 2011 as Chairman, President restructurings and led YRC’s comprehensive recovery plan and Chief Executive Officer of YRC Worldwide, Inc., a holding company whose subsidiaries provide regional, to reduce cost structure and improve operating results, national and international transportation and related cash flow from operations, liquidity and financial condition. services. Prior to that, Mr. Zollars was President of Yellow Healthcare and Delivery Systems. As a director of Cerner, Transportation, Inc., from September 1996 through he focuses on issues facing the healthcare industry, November 1999. From 1994 to 1996, he was Senior Vice particularly health information technology. President of Ryder Integrated Logistics. He also held various executive positions with Eastman Kodak. Mr. Zollars International/Global. As President and CEO of YRC, Mr. served as Director of ProLogis Trust, a real estate Zollars oversaw global operations and strategic planning investment trust, from 2004 through 2010 and rejoined the and, throughout his YRC tenure, undertook international Board of ProLogis in 2011. He has served as a Director of assignments. Corporate Governance Policies and Practices Cigna is committed to ensuring strong corporate governance practices on behalf of our shareholders. We believe that strong corporate governance and an independent Board provide the foundation for financial integrity, shareholder confidence and attractive performance. The Corporate Governance Committee regularly reviews Cigna’s governance program based on, among other things, developments in corporate governance, shareholder interactions, legal or regulatory actions, proxy advisory firm positions, Securities and Exchange Commission (SEC) guidance and NYSE requirements. In 2015, the Board and the Corporate Governance Committee conducted a thorough review of its governance practices and developed a set of Board Corporate Governance Guidelines (the Guidelines). The Guidelines set forth the key governance principles that guide the Board while also meeting the NYSE listing standards. The Guidelines, together with the charters of the Audit, Corporate Governance, Finance, People Resources and Executive Committees, provide a framework of policies and practices for our effective governance. The Board and the Corporate Governance Committee review the Guidelines and the committees review their respective charters at least annually and update these governing documents as necessary to reflect changes in the regulatory environment, evolving practices and input from shareholders. The full text of the Guidelines and committee charters are available on our website at www.cigna.com/about-us/corporate-governance/ and are available to any shareholder who requests a copy.1 Corporate Governance Highlights • Independent board of directors with diversity in • Independent Audit, Corporate Governance, Finance composition, skills and experience and People Resources Committees • Independent Chairman of the Board • Annual self-evaluations of Board, committees and individual directors, including periodic independent • Regular executive sessions of the Board and its third party assessments committees • Majority of director compensation delivered in Cigna • Director elections by majority voting common stock • Separate Code of Business Conduct and Ethics for • Meaningful stock ownership guidelines for directors the Board of Directors 1The information on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC. 16 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS DIRECTOR INDEPENDENCE BOARD LEADERSHIP STRUCTURE Cigna believes in the importance of a board comprised The Board is committed to the long-term growth of the largely of independent, non-employee directors. The business and the successful execution of our mission to current Board includes 10 non-employee directors. On an improve the health, well-being and sense of security of the annual basis, the Board, through its Corporate Governance people Cigna serves around the globe. To fulfill its Committee, reviews relevant relationships between responsibilities to our shareholders, Cigna’s Board, both directors, their immediate family members and the directly and through its committees, regularly engages Company, consistent with Cigna’s independence with management, ensures management accountability standards. Cigna’s independence standards, which are and reviews the most critical issues that face Cigna. The detailed in the Guidelines, are consistent with the Board is committed to meeting the dynamic needs of the independence requirements set forth in the NYSE’s listing Company and focusing on the interests of its shareholders standards. and, as a result, regularly evaluates and adapts its composition, role and relationship with management. To be independent under Cigna and NYSE standards, the Board must affirmatively determine that a director has no Independent Chairman of the Board material relationships with the Company directly or as an officer, shareholder or partner of an organization that has a We currently separate the roles of the Chairman of the relationship with the Company. In making its assessment, Board and CEO. Our CEO sets the strategic direction for the Board considers all relevant facts and circumstances, the Company, working with the Board, and provides day- including whether transactions with such organizations are to-day leadership, while our Chairman leads the Board in in the ordinary course of Cigna’s business and/or the the performance of its duties and serves as the principal amount of such transactions (in aggregate or as a liaison between the independent directors and the CEO. percentage of the organization’s revenues or assets). The We believe that having an independent Chairman assists in Board also considers that the Company may sell products ensuring independent oversight of the Company and the and services to, and/or purchase products and services management team. The Board regularly assesses the from, organizations affiliated with our directors and may appropriateness of this leadership structure and has hold investments (generally, debt securities) in concluded that this structure best suits Cigna’s needs at organizations affiliated with our directors. this time. Based on its review of director relationships, the Board has In February 2015, the Board re-elected Isaiah Harris, Jr. to affirmatively determined that there are no material serve as our independent Chairman. The Board elects the relationships between the non-employee directors and the Chairman to a three-year term, expiring at the annual Company and all non-employee directors (Dr. Henney, meeting occurring at the end of the third year. Mr. Harris’ Ms. Gass, Ms. Zarcone and Messrs. Foss, Harris, Martinez, current term as Chairman will expire in April 2018. The full Partridge, Rogers, Wiseman and Zollars, as well as former Board evaluates the Chairman’s performance on an annual director Mr. Joseph Sullivan) are independent as defined in basis as part of the annual Board evaluation. both Cigna’s Guidelines and the NYSE listing standards. In addition, at the committee level, all committee members are independent and the members of the Audit Committee and the People Resources Committee meet the NYSE’s heightened independence requirements for service on those committees. Chairman Responsibilities • Serve as principal representative of the Board • Act as liaison between Board and management • Facilitate discussion among independent directors • Lead the Board in CEO succession planning on key issues • Engage in the director recruitment process • Preside over Board and shareholder meetings • Represent the Company in interactions with external • Advise the CEO on issues of concern for the Board stakeholders, at the direction of the Board • Develop agenda for Board meetings, in consultation with the CEO and other directors Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 17


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    CORPORATE GOVERNANCE MATTERS Annual Board Evaluations RESPONSIBILITIES OF THE BOARD Each year, the Corporate Governance Committee oversees Board Oversight of Risk and Enterprise Risk the self-evaluation of the Board and its committees, as well Management as a review of each individual director’s performance (including the Chairman’s) against the established The Board of Directors has the ultimate responsibility for responsibilities of Cigna Board members. Each committee risk oversight under Cigna’s risk management framework. also is responsible for conducting a self-assessment to The Board executes its duty both directly and through its identify potential areas of improvement. On an ongoing Audit, Corporate Governance, Finance and People basis, directors offer suggestions and recommendations Resources Committees. The Audit Committee oversees intended to further improve Board performance. Cigna’s enterprise risk management (ERM) framework. Periodically, the Board engages an independent third party ERM is a Company-wide initiative that involves the Board, to conduct a Board assessment. Cigna’s management, Cigna’s Chief Risk Officer and General Auditor (CRO) and internal audit function in an Access to Management and Advisors integrated effort to (1) identify, assess, prioritize and monitor a broad range of risks and (2) formulate and A member of senior management is assigned to each execute plans to monitor and, to the extent possible, committee to act as a staff officer. Staff officers attend mitigate the effect of those risks. The CRO meets with the committee and Board meetings and work with their Audit Committee regularly during its executive sessions respective committee chair to assist in setting and and reports to the Board at least annually. developing meeting agenda and materials. Committee chairs communicate frequently with staff officers and Cigna has implemented practices so that the Board and its other members of management between scheduled Board committees are regularly briefed on issues related to the meetings with respect to committee issues. Company’s risk profile. These reports are designed to provide visibility to the Board about the identification, The Board and its committees are able to access and assessment and management of critical risks and retain independent advisors as and to the extent they management’s risk mitigation strategies. These areas of deem necessary or appropriate. focus include strategic, operational, financial reporting, succession and compensation, cyber-security, compliance, reputational, governance and other risks. The Board, including its committees, oversees risks associated with their respective areas of responsibility, as summarized below. Each committee meets in executive session and with key management personnel and representatives of outside advisors as necessary. BOARD/COMMITTEE PRIMARY AREAS OF RISK OVERSIGHT Full Board Strategic, financial and execution risks and exposures associated with Cigna’s business strategy, including impact of changes to laws and regulations, significant litigation and regulatory exposures, and other current matters that may present material risk to financial performance, operations, infrastructure, plans, prospects, reputation, acquisitions and divestitures. Audit Committee In addition to overseeing Cigna’s ERM framework, oversees risks related to the Company’s financial statements, the financial reporting process, accounting, cyber-security and certain legal and compliance matters. The Audit Committee also oversees the internal audit function and the Company’s ethics and compliance program. Corporate Oversees risks and exposures associated with director succession planning, corporate Governance governance and overall Board effectiveness. Also oversees the Company’s risks related to Committee political and charitable contributions. In exercising this oversight, the Corporate Governance Committee reviews and discusses financial contributions to such organizations. Finance Oversees the Company’s deployment of capital, technology and investment-related initiatives. In Committee exercising this oversight, the Finance Committee regularly reviews and discusses the technology, financial market and capital management risks that are monitored through the Company’s ERM process. People Resources Oversees compensation related-risks and management succession planning. For additional Committee information regarding the People Resources Committee’s role in evaluating the impact of risk on executive compensation, see page 47 of the CD&A. 18 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS Oversight of Business Strategy experience that the Board believes are necessary for executive leadership positions. The People Resources Our directors provide keen insights into the strategic Committee is responsible for overseeing the Company’s issues facing the Company, including changes in the policies and processes for people development in general. regulatory environment, changing market dynamics and In fulfilling that responsibility, the People Resources the competitive landscape. As part of its oversight of Committee considers an annual review of executive business strategy, the Board: officers and key senior management presented by the • Formally reviews Cigna’s annual and longer-term CEO, including a discussion of those employees who are strategic plan, financial targets and strategies for considered to be potential successors to executive and achieving those targets; senior level positions with regard to their readiness and development opportunities. This assessment is presented • Regularly reviews and assesses Cigna’s results of to and reviewed by the full Board. operations, financial performance, prospects and competitive position; Shareholder Interests • Regularly discusses external factors that affect the The Board has oversight of a shareholder engagement Company, such as regulatory developments and practice whereby senior management and the investor trends impacting the health care industry generally; relations team regularly meet with shareholders and respond to their questions and feedback throughout the • Regularly reviews our performance compared to our year. The Office of the Corporate Secretary engages with competitors; and shareholders on issues related to corporate governance, • Regularly evaluates potential strategic alternatives executive compensation and social issues. relating to Cigna and our business, including possible In addition, the Board has adopted a number of practices acquisitions, divestitures and business combinations. that align the interests of the directors with those of the shareholders, including: Management Succession Planning • A director compensation program whereby a majority At the direction of the Chairman, the Board oversees of compensation is delivered in common stock; management succession planning, including the CEO. With the assistance of the People Resources Committee, the • Robust stock ownership requirements for directors; Board reviews and approves regular and emergency and succession plans and, as part of those plans, develops and • No shareholder rights plan and, at this time, the Board evaluates potential candidates who have the skills and has no intention of adopting such a plan. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 19


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    CORPORATE GOVERNANCE MATTERS BOARD MEETINGS AND COMMITTEES As part of all regularly scheduled Board meetings, the Chairman presides over all executive sessions of the Board. At a significant number of meetings held in 2015, the independent members of the Board met in executive session. Each Board committee also met in executive session on a regular basis in connection with their respective meetings. In 2015, the Board held 25 meetings and the committees of the Board held a total of 29 meetings. Overall director attendance at Board and committee meetings was approximately 95%. Each director attended 75% or more of the aggregate of all meetings of the Board and committees on which he or she served during 2015. In addition to formal Board meetings, the Board engages with management throughout the year on critical matters and topics. The Board encourages directors to attend the annual meeting of shareholders. In 2015, all directors attended the annual meeting and the special shareholder meeting held in December. All directors are expected to attend the Annual Meeting in 2016. The Board has the five committees: Executive, Audit, Corporate Governance, Finance and People Resources. Complete copies of the committee charters are available on Cigna’s website at www.cigna.com/about-us/company-profile/ corporate-governance/cigna-board-committee-members. The directors serve on the following committees. Corporate People Executive Audit* Governance Finance Resources David M. Cordani ✓ Eric J. Foss ✓ ✓ Michelle D. Gass ✓ ✓ Isaiah Harris, Jr. Chair Jane E. Henney, M.D. ✓ Chair ✓ Roman Martinez IV ✓ Chair # ✓ John M. Partridge ✓ Chair ✓ James E. Rogers ✓# ✓ Eric C. Wiseman ✓ ✓ Donna F. Zarcone ✓# ✓ William D. Zollars ✓ ✓ Chair Meetings in 2015 0 9 7 5 8 ✓ Committee member # Designated “audit committee financial expert” as defined in the SEC rules. * All members of the Audit Committee are financially literate within the meaning of the NYSE listing standards. 20 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS Committee Responsibilities Executive Committee • Exercises the power and authority of the Board as specifically delegated by the Board when convening a meeting of the full Board of Directors is impracticable. • Serves as an advisory body to the Chairman of the Board as needed. Audit Committee • Assesses the qualification and independence of, appoints, compensates, oversees the work of and removes, if appropriate, Cigna’s independent registered public accounting firm. • Represents and assists the Board in fulfilling its oversight responsibilities regarding the adequacy and effectiveness of internal controls and the integrity of financial statements. • Reviews annual and quarterly financial statements, earnings releases, earnings guidance and significant accounting policies with management and, if appropriate, the independent registered public accounting firm. • Oversees compliance with material legal and regulatory requirements. • Oversees the Company’s enterprise risk management program and internal audit function and advises the Board on financial and enterprise risks, including risks related to the security of information technology systems. • Maintains procedures for and reviews the receipt, retention and treatment of complaints and concerns regarding accounting, controls, auditing, reporting and disclosure matters. Corporate Governance • Reviews, advises and reports to the Board on the Board’s membership, structure, organization, Committee governance practices and performance, as well as shareholder engagement activities. • Assists the Board in the oversight and governance of director succession plans. • Reviews committee assignments and director independence. • Oversees director nomination and compensation and develops specific director recruitment criteria. • Oversees communications with external stakeholders, including shareholders. • Oversees corporate political and charitable contributions. Finance Committee • Oversees the structure and use of Cigna’s capital. • Oversees Cigna’s long-term financial objectives and progress against those objectives. • Reviews Cigna’s strategic operating plan and budget. • Oversees Cigna’s investment strategy and sets investment policies and guidelines. • Oversees on information technology strategy and execution. People Resources • Oversees the policies and processes for people development and assessments of executive officers and Committee key senior management and assists the Board in developing and evaluating executive officer succession plans. • Establishes company goals and objectives relevant to the CEO’s compensation, evaluates the CEO’s performance in light of those established goals and objectives, and based on this evaluation, recommends the CEO’s compensation to the independent members of the Board for approval. • Reviews and approves compensation targets, base salaries, cash and equity-based incentive compensation payments and arrangements, severance, and other compensation and benefits arrangements for any current or prospective executive officers other than the CEO, subject to required Board or shareholder approvals. • Establishes performance measures and goals and assesses whether these goals are met for awards under short-term and long-term cash-based and equity-based compensation plans. • Reviews and monitors the Company’s diversity program. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 21


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    CORPORATE GOVERNANCE MATTERS CODES OF ETHICS total amount of dues paid to any industry trade association to which Cigna pays $50,000 or more in annual dues, as Cigna is committed to conducting business in accordance well as the portion of any such dues that such trade with the highest standards of integrity, legal compliance associations inform us are allocable to any non-deductible and ethical conduct. In 2015, at the recommendation of the lobbying expenses. The Corporate Governance Committee Corporate Governance Committee, the Board adopted a provides guidance and oversees Cigna’s political and Director Code of Business Conduct and Ethics, available on lobbying activities. The Company updates the report Cigna’s website at www.cigna.com/about-us/corporate- annually and we encourage you to review our 2015 report governance/. While having a universal code of ethics which is available on Cigna’s website at www.cigna.com/ appears to be the majority practice, companies are about-us/corporate-governance/. beginning to adopt separate codes of conduct to meaningfully tailor the content to boards of directors. The CORPORATE RESPONSIBILITY REPORT Board believes that having a separate code of conduct for As a global health service company with the mission of the Board meaningfully enhances Cigna’s governance helping improve the health, well-being and sense of framework by making Board-specific policies clearer, while security of the people we serve, Cigna strongly believes also representing an approach to addressing general that its success depends on earning trust through shareholder concerns over transparency of company and responsible business practices, corporate citizenship and board practices. providing superior services that meet our customers’ All employees, including our executive officers, must individual needs. Inspired by this mission, Cigna works to comply with the Company’s Code of Ethics, available on positively impact the health of people, communities and Cigna’s website at www.cigna.com/about-us/corporate- the environment. Cigna annually publishes a Corporate governance/. Both the Director Code of Business Conduct Responsibility Report highlighting our corporate and Ethics and the Company Code of Ethics, together with responsibility goals and initiatives. The Corporate Cigna’s related policies and procedures, address major Responsibility Report is presented to the Corporate areas of professional conduct, including, among others, Governance Committee, which reviews the report with the conflicts of interest, protection of private, sensitive or Board. We encourage our shareholders to review our most confidential information, insider trading and adherence to current report which is available on Cigna’s website at laws and regulations affecting the conduct of Cigna’s www.cigna.com/about-us/corporate-responsibility/report. business. CERTAIN TRANSACTIONS ANNUAL POLITICAL CONTRIBUTION AND Transactions with Related Persons LOBBYING ACTIVITY REPORT Cigna has not adopted a written policy concerning review, Cigna is committed to transparency and strives to provide approval or ratification of related person transactions. clarity about our goals and positions related to the Cigna compiles information about transactions between Company’s federal and state lobbying and advocacy Cigna and Cigna’s directors, director nominees and efforts as well as why we believe active engagement in the executive officers and any immediate family members and public policy arena is important to our mission, business affiliated entities identified by directors, director nominees and customers. Cigna has regularly engaged with and executive officers as having any form of relationship shareholders to gain feedback regarding desired political with Cigna. Cigna’s Office of the Corporate Secretary contribution disclosure and published its first annual analyzes the nature of any transaction to determine political contributions and lobbying activity report in 2011. whether the transaction may require disclosure under SEC The initial report provided information about Cigna’s rules as a related person transaction. On an annual basis, political contributions, lobbying activities, trade the Corporate Governance Committee reviews the analysis association affiliations and related matters. Since then, we prepared by the Company, and presents its assessment to have significantly enhanced this report to incorporate the full Board of Directors. subsequent input from shareholders and to provide greater clarity on our overall lobbying framework, Based on this review, there are no related person including the areas in which we focus our advocacy efforts transactions requiring disclosure under SEC rules. and why we believe active engagement in the public policy arena is necessary to support the achievement of our Compensation Committee Interlocks and mission, the success of our business and the well-being of Insider Participation our customers. The report also provides information about: The People Resources Committee is comprised of the five (1) direct political contributions that Cigna makes at a independent directors listed on page 20. There are no corporate level; (2) contributions that Cigna makes compensation committee interlocks. through the Cigna Political Action Committee; and (3) the 22 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS NON-EMPLOYEE DIRECTOR COMPENSATION OVERVIEW Committee may from time to time engage a compensation consultant to assist in its review of director compensation. The Corporate Governance Committee reviews and makes Under our policies, this compensation consultant must be recommendations to the Board about the compensation independent from the Company. The independence paid to non-employee directors for service on the Cigna requirements for a director compensation consultant Board of Directors. A director who also is an employee of engaged by the Corporate Governance Committee are the Company does not receive payment for service as a identical to those required by the People Resources director. The CEO is the only employee who currently Committee for its executive compensation consultant, as serves as a director. described on page 48. The Board believes that the current director compensation DIRECTOR COMPENSATION PROGRAM program: The Corporate Governance Committee reviews Cigna’s • aligns with shareholder interests because it includes a non-employee director compensation program on a significant equity-based compensation component, periodic basis. In October 2011, the Board, upon the value of which is tied to Cigna’s stock price; and recommendation from the Corporate Governance • is competitive based on the work required of directors Committee, approved the current director compensation serving on the board of an entity of the Company’s program, effective as of January 2012. In 2015, the Board size, complexity and scope. and the Corporate Governance Committee reviewed the director compensation program and did not make any The Corporate Governance Committee’s charter provides changes. that it will periodically review director compensation and assist the Board in the administration of director The following chart summarizes the retainer compensation compensation plans. The Board approves the amount and provided to directors for their service on Cigna’s board form of director compensation. The Corporate Governance and each committee on which they serve. Payments are made in equal, quarterly installments. RETAINER TYPE ANNUAL AMOUNT METHOD OF PAYMENT Cigna common stock ($180,000) Board $275,000 Cash ($95,000) Committee chair $ 15,000 Cash Committee member $ 10,000 Cash There is no retainer for service on the Executive Committee. In addition to the Board retainer, the Chairman of the Board receives $225,000 in cash for his service as Chairman. Deferral of Payments Stock Ownership Guidelines Under the Deferred Compensation Plan of 2005 for Cigna requires directors to maintain a stock ownership Directors of Cigna Corporation (Deferral Plan), directors level of at least $500,000 in value of Cigna common stock, may elect to defer the payment of the cash and/or which is more than five times the annual Board cash common stock portion of their annual retainers. Deferred retainer. Under the guidelines, directors have five years common stock compensation is credited to a director’s from their election to the Board to satisfy this ownership deferred compensation account as a number of shares of obligation. Common stock, deferred common stock, hypothetical common stock and ultimately paid in shares. restricted stock units and hypothetical shares of Cigna Deferred cash compensation is ultimately paid in cash, and common stock held by a director count toward the stock directors have a choice of hypothetical investment funds ownership guidelines for directors whose service started whose rates of return are credited to that account. These before February 2014. Directors whose service started funds include a Cigna stock fund and several other funds after February 2014 may only count common stock and selected from those offered to all Cigna employees under deferred common stock for compliance. As of the Cigna 401(k) Plan. Directors may elect to receive December 31, 2015, all of the directors are in compliance payments under the Deferral Plan in a lump sum or with the stock ownership guidelines. Ms. Gass does not yet installments. Lump sum payments are made, or payment hold $500,000 in value of Cigna common stock, but has installments begin, in January of the year following a until April 2019 to satisfy her stock ownership obligations. director’s separation from service. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 23


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    CORPORATE GOVERNANCE MATTERS Financial Planning and Matching Charitable Insurance Coverage Gift Programs Cigna offers to each director, at no cost to the director, Directors may participate in the same financial planning group term life insurance coverage equal to the annual and tax preparation program available to Cigna executive Board retainer ($275,000 during 2015), and business travel officers. Under this program, Cigna will make direct accident insurance coverage equal to three times the payments or reimburse directors for financial planning annual Board retainer ($825,000 during 2015). services that are provided by firms designated by Cigna Directors also may purchase or participate in, by paying and for tax preparation services in the amount of up to premiums on an after-tax basis, additional life insurance, $6,500 annually. Each director whose service started medical care, long-term care, property/casualty personal before 2006 and has at least nine years of board service lines, and various other insurance programs available on a upon separation from service also is eligible for direct broad basis to Cigna employees. Directors also may elect payments or reimbursement in the amount of up to $5,000 to purchase worldwide emergency assistance coverage. for financial planning and tax preparation services during This program, which provides international emergency the one-year period following separation from service. medical, personal, travel and security assistance, also is Directors also may participate in the matching charitable available to Cigna executive officers and certain other gift program available to Cigna employees, under which Cigna employees who frequently travel abroad for Cigna will make a matching charitable gift of up to $5,000 business. annually. In addition, upon a director’s retirement, in In addition, Cigna provides each retired director whose recognition of the retiring director’s service, the Board service started before 2006 and who has at least nine may make a donation in the amount of $10,000 to a years of Board service upon separation from service with charitable organization of the director’s choice. $10,000 of group term life insurance coverage, with premiums paid by Cigna. These directors may also participate for two years following separation from service in the medical care programs currently offered by Cigna to retired employees, with premiums paid by the director on an after-tax basis. 24 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    CORPORATE GOVERNANCE MATTERS DIRECTOR COMPENSATION TABLE FOR 2015 The table below includes information about the compensation paid to non-employee directors in 2015. Mr. Cordani, the only Company employee on the Board of Directors, does not receive any director compensation for his Board service. FEES EARNED ALL OTHER TOTAL OR PAID IN CASH STOCK AWARDS COMPENSATION COMPENSATION NAME ($) ($) ($) ($) (a) (b) (c) (d) (e) Eric J. Foss 115,000 180,000 338 295,338 Michelle D. Gass 115,000 180,000 338 295,338 Isaiah Harris, Jr. 320,000 180,000 892 500,892 Jane E. Henney, M.D. 120,000 180,000 6,131 306,131 Roman Martinez IV 118,750 180,000 1,242 299,992 John M. Partridge 120,000 180,000 338 300,338 James E. Rogers 115,000 180,000 688 295,688 Joseph P. Sullivan(1) 28,750 45,000 83,806 157,556 Eric C. Wiseman 115,000 180,000 688 295,688 Donna F. Zarcone 117,500 180,000 6,185 303,685 William D. Zollars 120,000 180,000 990 300,990 (1) Mr. Sullivan retired from the Board in February 2015. Fees Earned or Paid in Cash (Column (b)) • In addition to the annual cash retainer for Board service received by each director (prorated for Mr. Sullivan): • Messrs. Martinez, Partridge and Zollars, Dr. Henney and Ms. Zarcone each served as a committee chair and as a member of another committee for all or part of 2015. • Messrs. Foss, Rogers, Sullivan, Wiseman and Ms. Gass each served as a member of two committees. • Mr. Harris served as Chairman of the Board. • Director fees listed in this column may be deferred by directors under the Deferral Plan (see Deferral of Payments as described on page 23). Stock Awards (Column (c)) Column (c) lists the aggregate grant date fair value of Cigna common stock awarded to directors as part of their Board retainer, computed in accordance with FASB Accounting Standards Codification (ASC) Topic 718, applying the same model and assumptions that Cigna applies for financial statement reporting purposes as described in Note 20 to Cigna’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (disregarding any estimates for forfeitures). Common stock awards listed in this column may be deferred by directors under the Deferral Plan. See Director Ownership below for amounts and a description of equity-based awards outstanding as of December 31, 2015. All Other Compensation (Column (d)) Column (d) includes: • reinvested dividends on certain share equivalent awards and on deferred Cigna common stock, and dividends paid in cash on restricted stock units, as described below under Director Ownership; • matching charitable awards made by Cigna as part of its matching gift program (also available on a broad basis to Cigna employees) in the amount of $5,000 each for Dr. Henney and Ms. Zarcone; • for Mr. Sullivan, a payment of $73,750, equivalent to the total dollar value of his second quarter board and committee service retainer and a charitable donation in the amount of $10,000 to a non-profit organization in honor of his retirement from the Board; and • the dollar value of Company-paid life insurance premiums for all directors. Column (d) does not include the value of premiums, if any, paid by the directors for additional life insurance, medical care programs, long-term care, property/casualty personal lines, and various other insurance programs that also are available on a broad basis to Cigna employees. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 25


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    CORPORATE GOVERNANCE MATTERS DIRECTOR OWNERSHIP The table shows Cigna securities held by each non-employee director as of December 31, 2015. The value of these securities was calculated using $146.33, which was Cigna’s closing stock price on December 31, 2015. HYPOTHETICAL DEFERRED RESTRICTED SHARES OF TOTAL COMMON COMMON STOCK COMMON TOTAL OWNERSHIP STOCK STOCK UNITS STOCK OWNERSHIP VALUE NAME (a) (b) (c) (d) (e) (f) Eric J. Foss 11,017 — — — 11,017 $ 1,612,118 Michelle D. Gass 2,753 — — — 2,753 $ 402,846 Isaiah Harris, Jr. — — 13,500 23,242 36,742 $ 5,376,457 Jane E. Henney, M.D. 1,840 — 13,500 19,024 34,364 $5,028,484 Roman Martinez IV 9,496 20,384 13,500 15,414 58,794 $8,603,326 John M. Partridge 30,871 — — — 30,871 $ 4,517,353 James E. Rogers — 35,124 — 9,913 45,037 $6,590,264 Eric C. Wiseman 4,200 9,721 — 2,121 16,042 $ 2,347,426 Donna F. Zarcone 5,971 5,834 13,500 2,795 28,100 $ 4,111,873 William D. Zollars 971 — 13,500 9,779 24,250 $3,548,503 Deferred Common Stock (Column (b)) Column (b) includes the equity portion of the 2015 and any previous year’s Board retainer granted in Cigna common stock or deferred stock units that have been deferred under the Deferral Plan. Restricted Stock Units (Column (c)) Column (c) includes restricted stock units that were issued in April 2014 upon the cancellation and exchange of 13,500 restricted share equivalents held by each of Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone. The restricted share equivalents were originally granted pursuant to the terms of the compensation program in place at the times of the directors’ election to the Board between 2004 and 2006. The restricted share equivalents and the restricted stock units have the same terms and conditions, except that, upon separation of service, the restricted share equivalents would have settled in cash and the restricted stock units will settle in shares of Cigna stock. The restricted stock units vest after nine years of service or upon reaching age 65. All of these restricted stock units are vested. Hypothetical Shares of Common Stock (Column (d)) Column (d) includes (1) share equivalents resulting from voluntary deferrals of cash compensation hypothetically invested in the Cigna stock fund; (2) hypothetical shares of Cigna common stock credited to directors’ restricted deferred compensation accounts under the terms of the retirement plan in effect between 1997 and 2005; and (3) hypothetical shares of Cigna common stock acquired pursuant to a pre-2006 requirement that directors invest or defer a portion of their Board retainer in shares of hypothetical Cigna common stock. Although these securities are not common stock, the value of the hypothetical shares of Cigna common stock credited to a director’s deferred compensation account is tied directly to the value of Cigna common stock. 26 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 31

    COMPENSATION MATTERS Advisory Approval of Executive Compensation (Proposal 2) Our Board is committed to strong governance and recognizes that Cigna shareholders have an interest in our executive compensation policies and practices. Section 14A of the Securities Exchange Act requires that we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers (NEOs). In recognition of the preference of shareholders expressed at our 2011 annual meeting, the Board has adopted a policy that provides for annual “say on pay” advisory votes. Consistent with this policy and SEC rules, we are asking you to approve the following advisory resolution: Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, Executive Compensation Tables and accompanying narrative disclosure. We believe that our executive compensation program design effectively aligns the interests of our executive officers with those of our shareholders by tying a significant portion of their compensation to Cigna’s performance and rewarding our executive officers for the creation of long-term value for Cigna’s shareholders. In considering your vote, we encourage you to review the Proxy Statement Summary beginning on page 1, the Compensation Discussion and Analysis beginning on page 28 and the Executive Compensation Tables beginning on page 51. This advisory vote is intended to address our overall compensation policies and practices related to the NEOs, rather than any specific element of compensation. Because your vote is advisory, it will not be binding upon the Board. However, the Board and People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions. The Board of Directors unanimously recommends that shareholders vote FOR advisory approval of the Company’s executive compensation. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 27


  • Page 32

    COMPENSATION MATTERS Compensation Discussion and Analysis SUMMARY Cigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. We believe the achievement of our corporate goals will result in the creation of meaningful and sustained long- term value for our shareholders. The primary principles underlying our compensation philosophy are to: • Motivate superior enterprise results with appropriate • Reward the achievement of favorable long-term consideration of risk and while maintaining financial results more heavily than the achievement of commitment to the Company’s ethics and values. short-term results. • Align the interests of the Company’s executives with • Provide market competitive compensation those of its shareholders and reward the creation of opportunities designed to attract and retain highly long-term value for Cigna shareholders. qualified executives. • Emphasize performance-based short-term and long- term compensation over fixed compensation. This Compensation Discussion and Analysis (CD&A) describes the compensation policies, programs and decisions regarding our named executive officers (NEOs) for 2015, who include our Chief Executive Officer, Chief Financial Officer and the three most highly-compensated executive officers as of the end of 2015. The People Resources Committee (the Committee) is charged with oversight of the Company’s executive compensation policy and plans and makes all compensation decisions for our executive officers with the exception of our CEO, for whom the Committee makes recommendations to the Board of Directors. This section also describes why the Committee has chosen each element of compensation and how it made compensation decisions. For 2015, our NEOs are: NAME TITLE David M. Cordani President and Chief Executive Officer Thomas A. McCarthy Executive Vice President and Chief Financial Officer Herbert A. Fritch President, Cigna–HealthSpring Nicole S. Jones Executive Vice President and General Counsel Matthew G. Manders President, U.S. Commercial Markets and Global Health Care Operations Company Performance Cigna’s mission is to improve the health, well-being and sense of security of the people we serve in our more than 90 million customer relationships around the globe. Our strategic focus is centered on delivering high quality, affordable and personalized solutions to our customers and clients by leveraging our insights, brand, talent and localized approach. Creating value for our customers, and in turn, our shareholders, is a direct result of the effective execution of our Go Deep, Go Global, Go Individual strategy that we implemented in 2010. 28 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 33

    COMPENSATION MATTERS In 2015, Cigna again delivered strong results with revenue and earnings contributions across the Company’s diversified portfolio of businesses. Consolidated revenue increased 8% over 2014 to $37.9 billion. Consolidated adjusted income from operations* increased to $2.3 billion compared to $2.1 billion for 2014. This reflects strong revenue growth and continued favorable medical and operating costs in the Global Health Care segment. The following charts illustrate our revenue and adjusted income from operations growth, two key measures in determining the performance awards for our NEOs. CONSOLIDATED REVENUES CONSOLIDATED ADJUSTED INCOME (IN BILLIONS) FROM OPERATIONS* (IN BILLIONS) $40.0 $37.9 $34.9 $35.0 $32.4 $2.5 $2.3 $30.0 $2.1 $2.1 $25.0 $2.0 $20.0 $1.5 $15.0 $1.0 $10.0 $0.5 $5.0 $0.0 $0.0 2013 2014 2015 2013 2014 2015 * We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2015 for more complete financial information. Consolidated adjusted income from operations is a measure of profitability used by Cigna’s management because it presents the underlying results of operations of Cigna’s businesses and permits analysis of trends in underlying revenue, expenses and shareholders’ net income. This consolidated measure is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income. For a reconciliation of consolidated adjusted income from operations to shareholders’ net income, see Annex A. In July 2015, we entered into a merger agreement with Anthem, Inc. (Anthem). Our shareholders overwhelmingly approved this merger at our special meeting in December 2015, with approximately 99% of the votes cast voting in favor of the adoption of the merger agreement, representing approximately 82% of Cigna’s outstanding shares as of the record date for the special meeting. We continue to expect the merger to close in the second half of 2016. Until the merger with Anthem closes, we remain a separate and independent company, focused on delivering competitively attractive earnings and revenue growth to Cigna shareholders, as we have over the past several years through the successful execution of our strategy. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 29


  • Page 34

    COMPENSATION MATTERS Total Shareholder Return and Relative Peer Performance The chart below shows the growth trend of a $100 investment in Cigna stock on December 31, 2012 over the past three years. For comparison purposes, we also have included the TSR of Cigna’s 2015 Strategic Performance Share performance peer group (see page 33) and the S&P 500 Index over the same time period. $300 $274* $250 $221* $200 $150 $153* $100 $50 $0 12/31/2012 12/31/2013 12/31/2014 12/31/2015 Cigna S&P 500 Peer Group** * Assumes that the value of the investment in Cigna common stock and each index was $100 on December 31, 2012 and that all dividends were reinvested. ** Includes Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net, Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc., UnitedHealth Group Incorporated and Unum Group. Market returns are weighted by relative market capitalization. 30 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 35

    COMPENSATION MATTERS 2015 Performance-Based Compensation Awards For 2015, the Committee approved the following awards to the NEOs to reward the achievement of enterprise goals and to incent ongoing superior performance. The 2015 Management Incentive Plan performance measures and targets were determined in 2015 and awards were paid in 2016 based on 2015 performance. The 2013–2015 Strategic Performance Shares were paid out in 2016 based on 2013–2015 performance. The 2015 Long-Term Incentive was granted in 2015 based on the factors discussed on page 41. Management Incentive Plan (MIP) Measure Result Award Adjusted income from operations* 5.9% growth was within target range Individual payouts ranged Revenue 9.0% growth was within target range from 70% to 135% of each NEO’s target. Operating expense ratio improvement 0.1% growth was within target range Net promoter score 2015 NPS score decreased from 2014 2013–2015 Strategic Performance Shares (SPS) ($ in millions) Measure Result Award Relative TSR 90th percentile (200% of target) 2013–2015 SPSs were paid out Adjusted income from operations* $6,612 (113.3% of target) at 155.5% of target. Revenue $103,296 (108.6% of target) Long-Term Incentive (LTI) Description Award In determining awards for the NEOs, the Committee (and, for Mr. Cordani, the Board, LTI awards ranged from 85% upon the recommendation of the Committee) primarily evaluates individual to 121% of each NEO’s target. contributions, but also may take into consideration enterprise performance, Long- The LTI awards were Term Incentive Plan (LTIP) share utilization, succession planning needs and other delivered 50% in stock options and 50% in strategic factors as circumstances warrant. In addition, the Committee takes into account performance shares with a market data and an individual’s competitive position. 2015–2017 performance period. * Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. Effective January 1, 2015, adjusted income from operations is defined as shareholders’ net income (loss) excluding the following after-tax adjustments: net realized investment results, net amortization of other acquired intangible assets and special items. Prior to 2015, and at the time that the Committee approved the 2013–2015 SPS program, Cigna did not exclude net amortization of other acquired intangible assets in the calculation of adjusted income from operations. For this reason, net amortization of other acquired intangible assets is not excluded from the calculation of adjusted income from operations for the 2013–2015 SPS program. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. In addition to these awards, the Committee also made changes to the base salary and 2015 MIP and LTI targets for certain NEOs, as further described on pages 36, 39 and 41, to ensure that target total direct compensation remained competitive. Annual Shareholder Vote on Executive Compensation and Other Shareholder Feedback The Committee and the Board consider the results of the program, with 93.7% of votes cast at the 2015 annual annual shareholder executive compensation say-on-pay meeting in favor of the advisory vote on executive vote, as well as other compensation-related shareholder compensation. votes, in determining the ongoing design and The Committee also considers feedback on our executive administration of the Company’s executive compensation compensation program received as part of our ongoing programs. Shareholders have expressed their communications with shareholders. overwhelming support for our executive compensation Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 31


  • Page 36

    COMPENSATION MATTERS EXECUTIVE COMPENSATION POLICIES AND PRACTICES Compensation Objectives and Practices Cigna’s executive compensation program is based on the philosophy that executive pay should strongly align with the interests of our shareholders, directly link to Company and individual performance, and attract and retain executive talent. By emphasizing performance-based awards over fixed compensation, we strive to motivate superior enterprise results that we believe will result in the creation of meaningful and sustained long-term value for our shareholders. To further our compensation philosophy, the Committee uses the following compensation practices, processes and instruments: • A regular and rigorous analysis of relevant market compensation data for each executive officer. The analysis includes market data for competitors and the broad-based general industry using companies similar in size and scope; • Annual pay-for-performance assessment of the achievement of the Company’s short-and long-term goals and an evaluation of each executive officer’s contribution to the Company’s performance; • Our MIP is designed to motivate executive officers to achieve the Company’s annual goals. No MIP awards are made unless the Company achieves a pre-defined minimum level of adjusted income from operations; • An equity-based incentive plan (the Cigna Long-Term Incentive Plan or LTIP) focused on long-term shareholder value creation. Our SPS plan rewards executives for relative TSR performance as compared to our competitors and the achievement of financial goals over a three-year performance period. Through stock options, executives have the potential to realize value as a result of stock price appreciation; and • The retention of an independent compensation consultant to assist the Committee in its design and implementation of the Company’s executive compensation programs. For information on the oversight of the executive compensation program, see Processes and Procedures for Determining Executive Compensation beginning on page 47. Compensation Governance and Controls Our governance practices and controls include: • “Double trigger” requirement for change of control benefits. • No tax gross-up of severance pay upon a change of control. • Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes to existing programs or policies. • Robust stock ownership guidelines and share holding requirements for equity awards to align executives’ interests with shareholders. • Prohibition of hedging of Cigna stock by all directors and employees, including the executive officers, and restrictions on pledging of Cigna stock by directors and Section 16 officers. • A disgorgement of awards (clawback) policy beyond the mandates of Sarbanes-Oxley. • Management of LTIP annual share usage (or burn rate) and total dilution by setting an annual share usage limit, which is below the maximum permitted under the plan. • Limited executive officer perquisites. • Ongoing review by the Committee of people development, including assessments of executive officers and key senior management. • CEO and executive officer succession plans overseen by the Board of Directors, with assistance from the Committee. • An annual assessment by the Committee of any potential risks and associated internal controls in our incentive compensation programs and policies. 32 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 37

    COMPENSATION MATTERS These practices are described in more detail throughout market capitalization was within the range of 0.2 to 10 times this CD&A. For more information about the Committee’s that of Cigna. The screening process resulted in a group of review of people development and succession planning and 43 companies that the Committee approved as a general its role in risk oversight, see pages 18 to 19 and page 47. industry peer group. A list of the general industry peer companies is included on Annex B. Compensation Data SPS Performance Peer Group. In consultation with its The Committee establishes target compensation levels compensation consultant, the Committee also created a based on a variety of factors, including published performance peer group to be used exclusively to track information regarding the pay practices of the Company’s relative TSR within the SPS program, effective beginning with compensation peer group and a general industry peer the 2015–2017 performance period. The Committee group. recognized that certain of our competitors were not included 2015 Peer Groups in the 2015 compensation peer group due to their relative size. While size is a relevant factor in determining a compensation Compensation Peer Group. In 2014, the Committee peer group, it is less relevant when measuring performance. requested that its independent compensation consultant Other companies were included in the 2015 compensation conduct a review of the current peer group and offer peer group because Cigna competes with them for talent; suggested modifications for benchmarking future however, because of significant differences in business focus, executive pay decisions. The Committee’s consultant these companies do not make optimal comparators for utilized multiple sources to develop and recommend performance purposes. For these reasons, the Committee potential peer companies for the Committee to consider. created an SPS performance peer group comprising the same Sources included companies screened by industry and companies in its 2015 compensation peer group, but adding business focus, peer groups developed by proxy advisory UnitedHealth Group Incorporated and removing ACE Limited firms, peers identified in various analyst reports and peers and Prudential Financial, Inc. of companies in Cigna’s 2014 peer group. As a result of this review, the Committee added Prudential Financial, Inc. to Tally Sheets its peer group and adopted the following as its The Committee reviews tally sheets for all of its executive compensation peer group, effective beginning in 2015. officers, first when targets are being reviewed in 2015 Compensation Peer Group December and again before annual compensation award decisions are made in February. The tally sheets ACE Limited summarize historical actual compensation and current Aetna, Inc. target compensation. The Committee believes that tally Aflac Incorporated sheets are a useful reference tool when considering Anthem, Inc. whether compensation decisions reflect Cigna’s compensation philosophy and performance, but are not a The Hartford Financial Services Group, Inc. determining factor when making executive compensation Health Net, Inc. decisions. Humana, Inc. Target Total Direct Compensation and Target Manulife Financial Corporation Pay Mix MetLife, Inc. The Committee’s decisions regarding target total direct Prudential Financial, Inc. compensation and target pay mix are consistent with its Unum Group principles that (1) performance-based compensation should be emphasized over fixed compensation; and General Industry Peer Group. The Committee also (2) long-term incentives should be more heavily weighted recognized that Cigna often competes for talent from than annual incentives. Actual compensation, however, is companies beyond that of its compensation peer group. As driven by Company performance. an additional reference to provide a broader perspective on market practices, particularly for those executive officers Target total direct compensation consists of base salary, with job functions that could apply to a variety of industries, the annual incentive target and the long-term incentive the Committee developed a general industry peer group, target. On an annual basis, the Committee approves each effective beginning in 2015. The general industry peer group of these amounts for each NEO and seeks to target an was developed by screening publicly traded, U.S.-based executive officer’s total direct compensation in a companies within relevant industry classifications. The list “competitive range” of within plus or minus 15% of the was then narrowed to companies whose revenues were 50th percentile of the relevant survey data. within the range of 0.4 to 2.5 times that of Cigna and whose Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 33


  • Page 38

    COMPENSATION MATTERS While the Committee targets total direct compensation in determination of target pay mix and target total direct the competitive range, there may be variation in the target compensation. pay mix such that target amounts for individual compensation elements may be above or below the The table below presents each primary element of competitive range for the individual element. Target total compensation for the NEOs subject to annual review by direct compensation for a NEO also may vary outside of the Committee and the position of target total direct the competitive range of the 50th percentile of the survey compensation relative to Cigna’s compensation and data due to factors such as performance, tenure in role, general industry peer groups. Target total direct range of data available and market and economic compensation reflects the sum of annual base salary and conditions. Internal pay comparisons among the NEOs are the 2015 targets for the MIP and LTI programs. not generally considered for purposes of the Committee’s 2015 TARGET TARGET ANNUAL 2015 2015 TARGET TOTAL DIRECT TOTAL DIRECT BASE MIP LTI TOTAL DIRECT COMPENSATION POSITION COMPENSATION POSITION SALARY TARGET TARGET COMPENSATION TO COMPENSATION TO GENERAL INDUSTRY NEO ($) ($) ($) ($) PEER GROUP(1) PEER GROUP(2) David M. Cordani 1,200,000 2,200,000 9,600,000 13,000,000 Within competitive range Within competitive range Thomas A. McCarthy 740,000 800,000 2,400,000 3,940,000 Within competitive range Below competitive range Herbert A. Fritch(3) 1,000,000 1,000,000 2,000,000 4,000,000 Above competitive range Above competitive range Nicole S. Jones 581,138 560,000 1,424,500 2,565,638 Within competitive range Within competitive range Matthew G. Manders 750,000 900,000 2,200,000 3,850,000 Within competitive range Within competitive range (1) Based on survey data available in December 2014 for the compensation peer group. (2) Based on survey data available in December 2014 for the general industry peer group. (3) Mr. Fritch’s target total direct compensation is driven by his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012. As illustrated in the charts below, performance-based compensation represents approximately 91% of Mr. Cordani’s target total direct compensation, including 74% in long-term incentives and 17% in annual incentives. On average, performance-based compensation represents 79% of target total direct compensation for the other NEOs, including an average of 56% in long-term incentives and 23% in annual incentives. These percentages are targets only and will not match the percentages calculable from the compensation amounts reflected in the Summary Compensation Table on page 51. CEO TARGET OTHER NEO AVERAGE PAY MIX TARGET PAY MIX 9% 21% 17% Salary Annual Incentive Long-Term Equity 23% 56% 74% Performance-Based Pay 34 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 39

    COMPENSATION MATTERS ELEMENTS OF COMPENSATION Cigna’s 2015 executive compensation program consists of the following elements: ELEMENT DESCRIPTION COMMITTEE ACTIONS FOR 2015 Base salary Fixed portion of total direct Increased 2015 base salaries for compensation, set with reference to certain NEOs to better align the base competitive market data and salaries with median market data, to designed to attract and retain key reward individual performance and/or talent. to reflect changes in role or responsibilities. See also page 36. Management Incentive Performance-based cash Increased MIP targets for certain Plan (MIP) compensation designed to reward the NEOs to ensure that target total achievement of annual enterprise direct compensation remained within results relative to pre-established a competitive range of the market goals, as well as individual median. See also page 39. performance accomplishments and contributions. Long-Term Stock Options Performance-based compensation, Increased LTI targets for certain NEOs Incentives (LTI) the potential realized value of which is to ensure that target total direct determined by stock price compensation remained within a appreciation from the date of grant competitive range of the market through the date of exercise. median. See also page 41. Strategic Performance-based compensation, Performance the payout of which is based upon the Shares achievement of pre-determined enterprise goals over a three-year performance period. Retirement and Deferred Fixed component of compensation No changes in 2015. Compensation that is aligned to competitive market practice, including 401(k) plans and a voluntary non-qualified deferred compensation program that does not have any Company contributions. U.S.-based NEOs hired before July 1, 2009 have accrued benefits from defined benefit pension plans that were frozen on July 1, 2009. Limited Perquisites and Limited perquisites that are designed No changes in 2015. Other Benefits to attract and retain key talent and provide for the safety and security of executive officers. Base Salary Base salary represents the only fixed portion of an NEO’s total target direct compensation and, consistent with the Committee’s philosophy that executive pay should strongly Base salary align with the interests of our shareholders, represents a represents only 9% small portion of total target direct compensation. of CEO target pay Base salary levels are set with reference to both and an average of 21% for competitive market data and individual performance. Base all other NEOs, with the salaries are reviewed annually and may be adjusted as a balance of target result of updated market data and an assessment of an compensation being executive’s role and performance contributions, including performance-based the demonstration of Cigna’s core values and the compensation. achievement of the expectations associated with his or her role. The overall salary budget also is a factor in determining the extent of base salary adjustments. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 35


  • Page 40

    COMPENSATION MATTERS The table below shows base salaries for each of the NEOs. • Actual MIP awards for the NEOs, except for In March 2015, as part of the annual review process, the Mr. Cordani’s award, which is approved by the Board base salaries of Messrs. Cordani, McCarthy and Manders upon the recommendation of the Committee. and Ms. Jones were increased by an average of 7.8%. Subject to certain limits described below, the actual annual These increases were driven in part by the survey data incentive can range from 0% to 200% of the individual’s available in December 2014 as well as by individual target, allowing the Committee to differentiate based on performance assessments. Base salaries listed below may an individual’s contributions to the attainment of differ from the values reported in the Summary enterprise goals. Contribution reflects the way an Compensation Table on page 51, due to the timing of executive officer impacts and adds value to the enterprise. changes to the NEOs’ base salaries. This includes factors such as the extent to which an NEO 2015 Annual Base Salary ($) executive delivers results that provide improved financial David M. Cordani 1,200,000 results, customer service, or employee engagement, an Thomas A. McCarthy 740,000 executive’s level of innovation, and thoughtful risk-taking. For 2015, MIP awards ranged from 70% to 135% of target Herbert A. Fritch(1) 1,000,000 based on Company results and individual contributions. Nicole S. Jones 581,138 Matthew G. Manders 750,000 MIP Performance Measures and Goals (1) Mr. Fritch’s 2015 base salary is driven by his base salary in Each year, the Committee sets enterprise performance his former role as Chief Executive Officer of HealthSpring measures, weightings and goals for annual incentive before Cigna acquired HealthSpring in January 2012. awards based on Cigna’s business priorities. The Annual Incentives Committee works with its independent compensation consultant to evaluate the appropriateness of these measures and weightings and the degree of challenge in the MIP performance goals. The measures are designed to Because profitability is align with and drive execution of the Company’s business strategy. For 2015, performance measures included critical to the long-term adjusted income from operations, revenue, operating success of the business, no expense ratio improvement and net promoter score (NPS). incentive award payments More detailed information on these measures is included in are made unless the the table on page 38. Company achieves a pre- defined minimum level of For each MIP goal other than NPS, the Committee specifies adjusted income from certain below target, target and above target levels of performance. For NPS, the Committee considers whether operations. our score remained the same, improved or decreased over the prior year’s score. To aid the Committee in setting the financial performance targets, and to assess the Management Incentive Plan (MIP) Overview reasonableness and rigor of those targets, the Committee’s compensation consultant annually presents a Annual incentives are paid primarily under the MIP. The comprehensive report to the Committee that evaluates MIP is designed to reward executives for the achievement Cigna’s historical relationship between pay and of short-term goals. On an annual basis, the Committee performance in comparison with Cigna’s compensation approves: peer group. The compensation consultant also reviews • Enterprise performance measures and goals, which performance goals determined by the Committee in the are designed to align with and drive execution of the context of historical performance and analyst expectations Company’s business strategy; of future performance for Cigna and Cigna’s compensation peer group. • Aggregate funding levels for actual MIP awards; • Individual targets for the NEOs, except for Mr. Cordani’s target, which is approved by the Board upon the recommendation of the Committee; and 36 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


  • Page 41

    COMPENSATION MATTERS MIP Funding and Award Determination Process The Committee retains the flexibility to make incentive awards if target MIP goals are not achieved (provided that The key considerations to funding the MIP and determining the earnings minimum has been met) to aid in the individual award amounts are discussed below. retention of select key talent over the long-term and the Achieve Earnings Minimum. The Committee believes that encouragement of management to make decisions that achieving Cigna’s profitability goals is critically important could yield lesser results in the short-term, but are in the to the long-term success of the business. In recognition of best interests of the Company’s shareholders over the its importance, a minimum acceptable level of financial long-term. performance relative to Cigna’s corporate objectives for Award Amounts Based on Individual Contributions to the year must be achieved in order for the Committee to Company Performance. Once MIP funding has been fund the MIP. If the Company does not meet a pre-defined determined, the Committee (and for Mr. Cordani, the minimum level of adjusted income from operations, the Board of Directors upon the recommendation of the MIP will not be funded and no annual incentives will be Committee) assesses each executive officer’s individual paid. contributions and how such contributions impacted the Company Performance Drives Funding Level. If the achievement of the MIP goals to determine the actual Company achieves the earnings minimum, the Committee award amounts for each NEO. Actual awards can range may fund the pool from 0% to 200% of target based upon from 0% to 200% of a NEO’s MIP target, allowing the the following performance ranges: below target, target Committee to differentiate based on each individual’s and above target. The target performance range for the contributions. adjusted income from operations, revenue and operating expense improvement goals results in funding at 80% to 120% of target award levels. An NPS score equal to or greater than the prior year’s score results in funding at 100% to 200% of target award levels. The Company’s actual performance is the basis for establishing the range of funding available for awards. The Committee maintains the discretion to determine at which point within the limits of the pre-established range the actual funding will be set. In setting the actual funding, the Committee considers Cigna’s performance as a whole (both in absolute terms and relative to competitors), as well as Cigna’s achievement of the goals within each performance measure. The MIP funding mechanisms ensure that a minimum level of performance is achieved and that NEOs are rewarded for strong Company performance. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 37


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    COMPENSATION MATTERS 2015 Performance Goals, Measures and Actual Results Each year, the Committee considers the appropriate measures for the MIP program at its October and December meetings, and then considers and approves the actual targets at its meetings in January and February. For 2015, the Committee established the performance measures, weightings and target performance goals below, which were used to determine the range of potential aggregate funding for MIP awards. TARGET MEASURE RATIONALE WEIGHTING PERFORMANCE GOALS ACTUAL RESULT Adjusted Reinforces the importance of income from profitable growth across the 5.9% growth was within 50% (2.5)% to 7% growth operations* enterprise. target range The target was set as a year-over-year growth goal for Cigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments. Focuses on enterprise growth, encourages business decisions that optimize results for the enterprise, promotes cross- 9.0% growth was within Revenue selling efforts and 20% 6% to 13% growth target range collaboration across business units, and drives customer focus. The target was set as a year-over-year growth goal for Cigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments. Drives continued focus on Operating delivering ongoing expense efficiency while furthering (1)% to 2.9% 0.1% improvement was expense ratio 20% investment capacity for improvement within target range improvement ongoing innovation. The target was set as a composite objective, which measures operating expense improvement in Cigna’s Global Health Care, Global Supplemental Benefits and Group Disability and Life segments versus 2014. Operating expenses are expressed as a percent of revenue for each segment. As further described below, this target considers the impact of the health insurance industry tax. Reinforces our focus on customer retention and loyalty by measuring customer perception on Net promoter matters such as our Improve or maintain 2015 NPS score 10% score (NPS) reputation, brand, product, 2014 NPS score decreased from 2014 service, pricing and providers, all of which we believe are critical to Cigna’s success. This is a measure of customer loyalty based on the results of externally conducted customer surveys. The target was set as a composite objective, measuring the year-over-year change in the NPS against 2014 results. NPS results from each of Cigna’s segments are weighted based on the Company’s 2015 operating plan for the segment’s premiums and fees to establish both the NPS baseline and final result for 2015. * Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. In setting the target performance goals for each measure in February 2015, the Committee considered Cigna’s publicly disclosed earnings estimates, historical Company and compensation peer company performance, analyst commentary and the Company’s then-current expectations for the industry and economic environment. The Committee considered various market forces impacting the Company and related uncertainty, including the expectation that the industry would continue to face significant market changes and disruption in 2015. Factors contributing to this uncertainty included continued rate pressure for the Medicare Advantage market, the incremental step up in the health insurance industry tax, and continued uncertainty in enrollment and margins associated with the individual business on the public exchanges. The Committee believed that the target performance goals represented competitively attractive goals that would be challenging to achieve in light of the circumstances facing the Company in 2015. 38 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    COMPENSATION MATTERS 2015 Individual MIP Targets and Awards MIP target levels for the 2015 performance year for the NEOs are set forth in the table below. In December 2014, after updating the compensation peer group and adopting the general industry peer group, the Committee increased 2015 MIP targets for certain NEOs. The Committee increased the 2015 MIP targets for Mr. Cordani, Mr. McCarthy, Ms. Jones and Mr. Manders by $400,000, $200,000, $124,250 and $150,000, respectively. The Committee believed these changes were necessary to ensure that target total direct compensation remained within a competitive range of the market median. In determining actual MIP awards, the Committee (and for Mr. Cordani, the Board of Directors upon the recommendation of the Committee) takes an integrated approach, assessing enterprise results together with each executive officer’s individual contributions during 2015. For the 2015 performance year, the Committee and the Board made annual incentive awards to the NEOs ranging from 70% to 135% of the target award value, as reflected in the following table. 2015 MIP ACTUAL PAYOUT MIP MAXIMUM MIP AS A PERCENT TARGET AWARD PAYOUT OF TARGET NEO ($) ($) ($) (%) David M. Cordani 2,200,000 4,400,000 2,860,000 130 Thomas A. McCarthy 800,000 1,600,000 1,000,000 125 Herbert A. Fritch(1) 1,000,000 2,000,000 700,000 70 Nicole S. Jones 560,000 1,120,000 756,000 135 Matthew G. Manders 900,000 1,800,000 1,080,000 120 (1) Mr. Fritch’s MIP target is driven by his annual incentive target in his former role as Chief Executive Officer of HealthSpring before Cigna acquired HealthSpring in January 2012. Mr. Cordani In early 2016, the Committee, together with the independent Chairman of the Board, assessed the performance of Mr. Cordani. This assessment included a review of the overall performance of the Company in 2015 against the established enterprise goals. They also considered Mr. Cordani’s individual contributions. Following this review, the Committee made certain recommendations to the Board relating to Mr. Cordani’s MIP award for 2015. The Board considered these recommendations as part of its own independent review of Mr. Cordani’s performance. Under Mr. Cordani’s leadership, Cigna achieved its sixth consecutive year of competitively attractive results. More specifically, the Board considered the following factors: • strong leadership of the organization throughout a year marked by significant complexity and change for Cigna as well as disruption and volatility in the industry; • the continued advancement of the Company’s Go Deep, Go Global, Go Individual strategy, highlighted by: O significant progress in Cigna’s evaluation of potential strategic alternatives, with the ultimate determination to enter into a combination with Anthem; O the launch of the Company’s localization strategy, which brings together leaders from across the U.S.-businesses with the objective of leveraging Cigna’s assets to win at the local level; O continued expansion of Cigna’s differentiated approach to partnerships with providers, including through the successful implementation and execution of two delivery system alliances and cultivation of additional opportunities for collaborative arrangements; and O continued momentum in targeted geographies in international markets, including revenue growth in China and customer growth in Turkey and Thailand; • strong enterprise performance, including: O consolidated adjusted income from operations of $2.3 billion, compared with $2.1 billion in 2014; O consolidated revenue of $37.9 billion, representing 8% growth over 2014; O one-year TSR of 42.2%; and Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 39


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    COMPENSATION MATTERS O medical customer base growth of 4% over year-end 2014 for a total of approximately 15 million customers; • the successful negotiation of and entry into the definitive merger agreement with Anthem in July 2015, which will bring together complementary strengths of the two companies and further accelerate Cigna’s strategy to improve quality, choice and affordability in the marketplace; • the audit by the Centers for Medicare and Medicaid Services in 2015 which resulted in sanctions being imposed in January 2016; and • effective representation of Cigna and the industry in a number of forums globally, including engagement in the legislative, administrative and policy arenas to ensure focus on the needs of the Company’s customers and clients. Based on these factors, including the Board’s overall evaluation of Mr. Cordani’s performance, the Board awarded Mr. Cordani a MIP payout for 2015 of $2,860,000, or 130% of his 2015 MIP target. Other NEOs For all other NEOs, Mr. Cordani makes recommendations to the Committee regarding MIP awards based on his evaluation of each NEO’s performance and contributions to enterprise goals. The Committee considers Mr. Cordani’s recommendations when determining MIP awards. While not exhaustive, below are certain key factors the Committee considered when making award determinations. Mr. McCarthy. Under Mr. McCarthy’s leadership as Chief Financial Officer, the enterprise delivered strong financial results. He continues to lead productive engagement between business teams and their financial counterparts, including the development of reporting and management processes to support Cigna’s localization strategy. Mr. McCarthy was critical in executing the Company’s capital management objectives for financial leverage and capital deployment and the Company’s investment strategy to deliver investment income. His efforts led to securing Cigna’s most favorable credit agency ratings in over a decade, further strengthening Cigna’s financial flexibility. In addition to his other contributions, Mr. McCarthy also played a key role in Cigna’s evaluation of potential strategic alternatives and the due diligence and negotiation of the merger agreement with Anthem, as well as the integration planning and regulatory work related to the potential combination. As a result of Mr. McCarthy’s contributions in 2015, Mr. Cordani recommended, and the Committee approved, a 2015 MIP payment of $1,000,000, or 125% of his target. Mr. Fritch. Mr. Fritch continued to provide leadership to the Cigna-HealthSpring organization throughout 2015. The Cigna-HealthSpring business team partnered with Global Health Care on the successful implementation of the Company’s localization strategy. Net promoter score showed improvement versus 2014 and disenrollment was at its lowest rate in several years. While core seniors businesses met or exceeded certain financial targets, Cigna-HealthSpring did not meet its overall earnings targets and results for the Cigna-HealthSpring business were below expectations. In addition, the audit by the Centers for Medicare and Medicaid Services in 2015 resulted in sanctions being imposed in January 2016. As a result of Mr. Fritch’s contributions in 2015, Mr. Cordani recommended, and the Committee approved, a 2015 MIP payment of $700,000, or 70% of his target. Ms. Jones. As Cigna’s Executive Vice President and General Counsel, Ms. Jones continued to lead the legal, compliance and government affairs functions in 2015, further strengthening these areas and the partnership with the Company’s business leaders. Under Ms. Jones’ guidance, Cigna Legal successfully developed solutions aligned to the strategic goals and objectives of the Company. Ms. Jones demonstrated her leadership in strategic negotiations with third-party vendors and in the management of various litigation matters. In addition to her other contributions, Ms. Jones played a key role in Cigna’s evaluation of potential strategic alternatives and the due diligence and negotiation of the merger agreement with Anthem. In addition, she has been key to the integration planning and regulatory work related to the potential combination. As a result of Ms. Jones’ contributions in 2015, Mr. Cordani recommended, and the Committee approved, a 2015 MIP payment of $756,000, or 135% of her target. Mr. Manders. Despite the breadth, scope and complexity of 2015, including the launch of Cigna’s localization strategy, intense marketplace competition and industry consolidation activity, under Mr. Manders’ stewardship, U.S. Commercial Markets and Global Heath Care Operations continued to produce attractive business results and make meaningful progress on strategic initiatives. U.S. Commercial Health Care, by far Cigna’s largest operating segment, exceeded its earnings and revenue targets for 2015. This business also continued its industry leading medical cost trend, as evidenced by its claim accuracy and overall cost containment. Mr. Manders championed Cigna’s localization efforts within the United States in 2015, developing the infrastructure and operational models to support Cigna’s achievement of this strategic objective. As a result of Mr. Manders’ contributions in 2015, Mr. Cordani recommended, and the Committee approved, a 2015 MIP payment of $1,080,000, or 120% of his target. 40 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    COMPENSATION MATTERS Long-Term Incentives 2015 Individual LTI Targets and Awards An executive officer’s LTI target is expressed as a dollar value and is determined based on the market data for the Long-term incentives are designed to incent and officer’s role. The Committee sets the target as an absolute reward superior results dollar value, not as a percentage of salary, with the primary through long-term financial consideration being the comparison to the 50th percentile achievement and strategic LTI target level of the market data. An executive can accomplishments that receive an award between 0% and 200% of the individual benefit Cigna and its target value. In determining awards for the NEOs, the shareholders over Committee (and, for Mr. Cordani, the Board, upon the the long-term. recommendation of the Committee) primarily evaluates individual contributions, but also may take into consideration enterprise performance, LTIP share utilization, succession planning needs and other factors as circumstances warrant. LTI Overview In December 2014, after updating the compensation peer Long-term incentives are administered under the Cigna group and adopting the general industry peer group, the Long-Term Incentive Plan and are delivered annually Committee increased 2015 LTI targets for certain NEOs. through a mix of strategic performance shares (SPSs) and The Committee increased the 2015 LTI targets for stock options. SPS award opportunities have a three-year Mr. Cordani, Mr. McCarthy and Mr. Manders by $600,000, performance period and are denominated in shares of $300,000, and $100,000, respectively. The Committee Cigna stock. At the end of the three-year performance believed these changes were necessary to ensure that period, the actual number of shares earned is based on target total direct compensation remained within a Cigna’s performance against pre-established enterprise competitive range of the market median. goals. The SPSs earned will range from 0% to 200% of the target SPS award opportunity granted, based on individual 2015 LTI awards ranged from 85% to 121% of each NEO’s performance. Cigna’s stock options, whose actual value target. These awards were delivered 50% in stock options realized depends upon stock price appreciation at the time and 50% in SPS awards with a 2015–2017 performance that the options are exercised, generally vest (or first period. The Committee believes this mix provides an become exercisable) in equal installments over three years appropriate balance between emphasizing stock price beginning on the first anniversary of the grant and have a appreciation and enterprise performance. ten-year term. The table below provides more detail about the 2015 LTI target values, grant values and percentages relative to LTI targets. 2015 LTI ACTUAL LTI AWARD LTI MAXIMUM LTI GRANT AS A PERCENT TARGET AWARD VALUE(1) OF TARGET ($) ($) ($) (%) David M. Cordani 9,600,000 19,200,000 11,600,000 121 Thomas A. McCarthy 2,400,000 4,800,000 2,400,000 100 Herbert A. Fritch 2,000,000 4,000,000 1,700,000 85 Nicole S. Jones 1,424,500 2,849,000 1,638,175 115 Matthew G. Manders 2,200,000 4,400,000 2,200,000 100 (1) Awarded in February 2015. The LTI Grant Value referenced in the table differs from the sum of the Stock Award and Option Award grant date fair values referenced in the Summary Compensation Table on page 51. This is largely due to the timing and determination of the grant date fair value of SPS awards under ASC Topic 718. SPS grant date fair values reflect a probable achievement level of the TSR performance condition as of grant date. The TSR performance condition comprises fifty percent (of the weighting) of the SPS performance measures, and is determined after the Committee arrives at each NEO’s LTI grant value. Thus, an SPS award’s grant date fair value may be higher or lower than the Committee’s LTI grant value if the TSR probable achievement level is above or below target, respectively. For more information on the TSR performance condition, please see the “Stock Awards” footnote for the Summary Compensation table on page 51. Equity awards granted in 2015 are disclosed in terms of their grant date fair value in columns (e) and (f) of the Summary Compensation Table on page 51 and in the Grants of Plan-Based Awards Table on page 53. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 41


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    COMPENSATION MATTERS Strategic Performance Shares Program Our SPS program is designed to incent and reward superior results achieved through sustained long-term financial discipline and strategic accomplishments that benefit Cigna and its shareholders over the long-term, but that may not be reflected in annual or short-term results. Grants At the time of grant, a total LTI dollar award and value is approved for each executive officer. The SPS portion of the award (50% of the total LTI value) is converted into a specific number of SPSs on the grant date based on Cigna’s stock price on that date. Vesting SPSs vest in the first quarter of the year following the end of the three-year performance period. Payout Determination The Committee determines payouts based on Company performance of pre-established measures during the performance period. Measure: Relative TSR, compounded over the Measure: Adjusted income from operations three-year performance period Weighting: 50% Weighting: 50% Rationale: Reinforces the importance of profitable Rationale: Rewards NEOs for stock performance growth across the enterprise relative to Cigna’s applicable peer group at the time Segments Included: Global Health Care, Global of the award Supplemental Benefits and Group Disability and Life Comparator: Beginning with the 2015–2017 SPS program, the Committee adopted the SPS performance peer group Threshold Performance: Performance that would result to measure relative TSR. For the 2013–2015 and 2014–2016 in funding of less than 35% of target yields no payment SPS programs, relative TSR is measured against Cigna’s for this measure peer group at the time of the award Final Payout is 0 – 200% of the SPSs Granted SPS awards are ultimately settled in Cigna stock, so the actual value of the earned awards is based on Cigna’s stock price at the time of payment. The SPS programs are designed to pay at the median for income from operations and revenue were each weighted competitive performance results against stretch targets. 25%. In 2014, for SPS programs with performance periods Each year, when the Committee approves the performance beginning in 2015, the Committee adjusted the measures and goals for the SPS performance period, the performance measures to focus on earnings-based and Committee sets the goals with the expectation that shareholder return-based metrics and exclude revenue, performance resulting in a number of shares paid between which is consistent with current market practices and 80% and 120% of target would be challenging and not trends. The Committee believes that these two measures certain, while performance resulting in a number of shares are more effective to evaluate the Company’s long-term paid over 120% of target would be difficult, but not success and value to shareholders. In addition, the removal unattainable. of revenue as a performance measure in the SPS program helps to mitigate the use of duplicate measures within SPS awards with a performance period that began prior to Cigna’s short-term and long-term incentive plans. 2015 included revenue as a performance measure. For those programs, TSR was weighted 50% and adjusted 42 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    COMPENSATION MATTERS The following table shows the performance period for our SPS programs outstanding as of the end of 2015, the potential payment date and the performance measures. PAYMENT PERFORMANCE DATE PERFORMANCE MEASURES PERIOD GRANT DATE (IF EARNED) (WEIGHTINGS IN %) Adjusted Relative TSR(1) income from Revenue 2013–2015 March 2013 2016 (50%) operations (25%) (25%) Adjusted Relative TSR(1) income from Revenue 2014–2016 February 2014 2017 (50%) operations (25%) (25%) Relative TSR(2) Adjusted income from operations 2015–2017 February 2015 2018 (50%) (50%) (1) The peer group used to measure relative TSR is the compensation peer group in place at the time of award and includes: ACE Limited, Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc. and Unum Group. Coventry Health Care, Inc. was removed from the peer group for the 2013-2015 performance period after it was acquired by Aetna, Inc. in 2013. (2) The SPS performance peer group, which includes Aetna, Inc., Aflac Incorporated, Anthem, Inc., The Hartford Financial Services Group, Inc., Health Net, Inc., Humana, Inc., Manulife Financial Corporation, MetLife, Inc., UnitedHealth Group Incorporated and Unum Group, is used to measure relative TSR. 2013–2015 SPS Program The performance goals for the 2013–2015 SPSs are presented in the table below, along with actual results for the three- year performance period. TARGET PERFORMANCE GOALS ACTUAL RESULT MEASURE WEIGHTING (DOLLARS IN MILLIONS) (DOLLARS IN MILLIONS) 90th Percentile Relative TSR 50% 50th Percentile (200% of target) Cumulative adjusted income from operations of Adjusted income $6,612 25% $6,104 to $6,714, calculated assuming a from operations* (113.3% of target) compound annual growth rate of 5%–10%. Cumulative revenue of $96,452 to $106,030, $103,296 Revenue 25% calculated assuming a compound annual growth (108.6% of target) rate of 6%–11%. * Cigna uses adjusted income from operations as the principal financial measure for operating performance because management believes it best reflects the underlying results of our business operations and permits analysis of trends in underlying revenue, expenses and profitability. Effective January 1, 2015, adjusted income from operations is defined as shareholders’ net income (loss) excluding the following after-tax adjustments: net realized investment results, net amortization of other acquired intangible assets and special items. Prior to 2015, and at the time that the Committee approved the 2013–2015 SPS program, Cigna did not exclude net amortization of other acquired intangible assets in the calculation of adjusted income from operations. For this reason, net amortization of other acquired intangible assets is not excluded from the calculation of adjusted income from operations for the 2013–2015 SPS program. For a reconciliation of adjusted income from operations for the Global Health Care, Global Supplemental Benefits and Group Disability and Life segments to shareholders’ net income for each of the three businesses, see Annex A to this Proxy Statement. As appropriate, adjustments are made for acquisitions, dispositions and the implementation of accounting changes to ensure comparability of actual results and targets. Over the three-year period from 2013 to 2015, three-year annual compounded TSR was 40%, which ranked at the 90th percentile relative to the applicable peer group companies and was 200% of target. Based on the results in the table above, on February 23, 2016, the Committee approved payout of the 2013–2015 SPSs at 155.5% of target. The calculations utilized to determine the payout were reviewed for accuracy by PricewaterhouseCoopers LLP. See the Outstanding Equity Awards table on page 55 for actual share amounts issued to each NEO and associated market values. Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 43


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    COMPENSATION MATTERS 2012–2014 SPS Program The shares earned under the 2012–2014 SPS Program were measured using performance through December 31, 2014 and were delivered to each executive officer in March 2015. The total share value realized by each NEO on the payment date is reflected in the Option Exercises and Stock Vested table on page 57. The performance measures, targets, results and payout for the 2012–2014 SPS program is discussed in greater detail in our definitive proxy statement for our 2014 annual meeting, filed with the SEC on March 13, 2015. Other Equity Awards From time to time, the Committee makes special equity grants to executive officers in the form of restricted stock or restricted stock units (RSUs) to encourage retention of the talent necessary to manage successfully the Company’s businesses or to recognize superior performance. The Committee did not award any special equity grants to executive officers in 2015. 44 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement


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    COMPENSATION MATTERS Retirement and Deferred Compensation under these plans have been determined based on eligible earnings through July 1, 2009. The freeze did not affect 401(k) Retirement Plan and benefits earned before July 1, 2009. The Company’s NEOs Supplemental 401(k) Plan hired before July 1, 2009 participated in the Pension Plan and the Supplemental Pension Plan. All U.S. full-time employees are eligible for the tax qualified 401(k) Plan, which provides for employee contributions as Additional information about pension benefits can be well as Company matching contributions of up to 4.5% of found in the Pension Benefits Table on page 58. eligible pay. Certain employees, including the U.S.-based NEOs, are eligible for the Cigna Supplemental 401(k) Plan. Limited Perquisites and Other Benefits Cigna’s executive compensation program provides limited The Supplemental 401(k) Plan is a non-qualified deferred perquisites to executive officers, offered primarily to compensation plan that provides an annual credit to attract and retain key talent or provide for an executive employees equal to 1.5% of earnings that cannot be officer’s safety and security. Perquisites generally have treated as eligible earnings under the regular 401(k) Plan included an annual allowance under our executive financial due to Internal Revenue Code limits and cannot be the services program (as described below), payments for basis for employee or Company matching contributions residential security system monitoring and maintenance under the regular 401(k) plan. Earnings eligible for the and relocation benefits when a move is required. Executive credit are salary and bonus amounts that exceed the IRS officers working outside of the United States also may be annual limit on eligible earnings ($265,000 in 2015) or that provided with benefits that are customary in the country in an employee defers under the Cigna Deferred which they are based. In addition, Mr. Cordani is Compensation Plan. Credits accumulate with hypothetical encouraged to use the corporate aircraft for business and interest equal to the rate of return under the 401(k) Plan’s personal travel. This serves to increase his time available Fixed Income Fund (3.65% as of January 1, 2015 and 3.35% for business purposes and as a means to better ensure his as of January 1, 2016). The account will vest under the safety and security. Mr. Cordani is fully responsible for same rules that apply to the regular 401(k) Plan. The personal income tax liability associated with his personal account balance will be paid after termination of use of the corporate aircraft. employment in accordance with the plan. Cigna’s executive financial services program offers Nonqualified Deferred Compensation Plan executive officers an annual allowance of up to $6,500 for Cigna provides the NEOs and certain other employees with the costs of financial or estate planning (including the opportunity to defer base salary and annual incentive associated legal services) and tax return preparation, with awards under the Cigna Deferred Compensation Plan. the exception of Mr. Cordani who is reimbursed for all such Cigna does not make any contributions to this plan on expenses incurred for any year. In 2015, Cigna also behalf of employees. This plan provides eligible employees reimbursed Mr. Cordani for legal expenses associated with an opportunity to postpone both the receipt of his offer letter with Anthem. compensation and the income tax on that compensation — The perquisites provided to the NEOs in 2015 and the typically until after termination of employment with Cigna. associated values and valuation methods are described in Participants elect when to receive payment and can choose the notes to the Summary Compensation Table on page 51. either a single lump sum or annual installments. For amounts deferred before 2005, participants can request an The NEOs also are eligible to receive all of the benefits accelerated payment of all or part of their account balance offered to Cigna employees generally, including medical subject to a 10% penalty. Otherwise, early withdrawals are and other health and welfare benefits as well as voluntary permitted only under financial hardship circumstances. benefits. Additional information about deferred compensation can 2016 Compensation Actions be found in the Nonqualified Deferred Compensation Table The merger agreement with Anthem requires us to and narrative on page 60. conduct our business in the ordinary course and limits the Defined Benefit Pension Plans Committee’s ability to make material changes to executive officer compensation or compensation plans, except for The Cigna Pension Plan and the Cigna Supplemental the change described below. These covenants are Pension Plan were frozen on July 1, 2009. Benefits earned described in greater detail in our Joint Proxy Statement, Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement 45


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    COMPENSATION MATTERS filed with the SEC on October 28, 2015. In December 2015, stock, RSU or SPS award, the award is generally forfeited, to ensure that his target total direct compensation subject to specific exceptions for disability, death or remained within a competitive range of the market retirement (as defined in the plan). Upon an executive median, the Committee increased Mr. Manders’ 2016 LTI officer’s disability, death or retirement, stock options, target to $2,600,000. restricted stock, RSUs and SPS awards may vest, depending on the nature of the award, the termination EMPLOYMENT ARRANGEMENTS AND event, and the terms of the grant agreements. For a full POST-TERMINATION PAYMENTS explanation of how equity awards are treated in the event of an executive officer’s disability, death or retirement, Employment Arrangements please see Potential Payments Upon Termination or Change of Control beginning on page 61. We typically do not enter into individual employment contracts with our executive officers. Consistent with our Change of Control Arrangements approach of rewarding performance, employment is not guaranteed, and either Cigna or the executive officer may terminate the relationship at any time. An executive officer receives an offer letter upon his or her hire or promotion Cigna does not provide that describes initial compensation terms, such as base executive officers with any salary, any sign-on or other cash bonus or equity awards, single-trigger payments, golden any relocation assistance and target opportunities for parachute excise tax gross-ups annual cash incentive or long-term equity incentive or excise tax reimbursements compensation. upon a change of control. In connection with the acquisition of HealthSpring, Inc., we entered into a retention agreement with Mr. Fritch (which was subsequently amended in December 2011 and The Cigna Executive Severance Benefits Plan applies to September 2014), pursuant to which he is not permitted to executive officers in the event of a qualified separation of sell 81,001 shares of Cigna stock and shares underlying service of the executive officer. A mere change of control 273,787 options, which had an aggregate value of itself (i.e., a “single trigger”) does not trigger benefits. The approximately $47 million as of December 31, 2015. In intent of the plan is to encourage executives to continue to addition, the retention agreement provides for accelerated act in shareholders’ best interests in evaluating potential vesting of his restricted stock awards in certain transactions and ensure management talent will be circumstances, as more fully described in the Potential available to assist with the transaction and business Payments Upon Termination or Change of Control table integration. and related narrative on pages 61 to 65. Under the Cigna Executive Severance Benefits Plan and Severance Arrangements Cigna Long-Term Incentive Plan, an executive officer will be eligible for benefits if his or her employment is Other than following a change of control of Cigna, the terminated upon or during the two-year period following a Committee generally has discretion to determine, on a change of control (i.e., a “double trigger”) if such case-by-case basis, whether to make any post-termination termination is: payments to an executive officer. In the past, the Committee has approved varying amounts of severance • initiated by the company other than “for cause” (i.e., a pay for departing executive officers in exchange for termination on account of the executive’s felony certain obligations, including, for example, a general conviction for fraud or dishonesty directed against the release of all claims or an extended non-competition and company); or non-solicitation period. In approving a severance • initiated by the executive officer after determining, in arrangement, the Committee exercises its business his or her reasonable judgment, that there has been a judgment based on individual circumstances, including, but material reduction in authority, duties or responsibilities, not limited to, the executive officer’s term of employment, any reduction in compensation, or any changes in the past accomplishments, reasons for termination, executive’s principal office location of more than 35 opportunities for future employment and total unvested miles from the location on the date of a change of annual or long-term incentive compensation. control. Under the Executive Severance Benefits Plan, Other Post-Termination Arrangements the executive must deliver notice to the company within 30 days after such reduction or change and at least 30 Under the Cigna Long-Term Incentive Plan, if, absent a days before separation, after which the company has 30 change of control, an executive officer’s employment days to remedy the circumstances before a separation terminates prior to the vesting of a stock option, restricted upon a change of control is deemed to have occurred. 46 Cigna 2016 Notice of Annual Meeting of Shareholders and Proxy Statement

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