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CIGNA Corporation

Two Liberty Place

1601 Chestnut Street

Philadelphia, PA 19192-1550

 

March 19, 2009

 

NOTICE OF 2009 ANNUAL MEETING OF SHAREHOLDERS

 

CIGNA CORPORATION
2009 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

 

TABLE OF CONTENTS

 

CIGNA CORPORATION

 

Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-1550

 

CIGNA is providing these proxy materials in connection with its 2009 annual meeting of shareholders. This proxy statement, the accompanying proxy card and CIGNA’s 2008 Annual Report on Form 10-K were first mailed to shareholders on or about Thursday, March 19, 2009. As used in this proxy statement, “CIGNA” and the “Company” may refer to CIGNA Corporation itself, one or more of its subsidiaries, or CIGNA Corporation and its consolidated subsidiaries.

 

This proxy statement and CIGNA’s Annual Report to shareholders are available at
http://www.cigna.com/about us/investor relations/recent disclosures.html.

 

Why did I receive this proxy statement?

 

You are receiving a proxy statement because you owned shares of CIGNA common stock on Friday, February 27, 2009, the record date, and that entitles you to vote at the annual meeting. The Board of Directors of CIGNA Corporation is soliciting your proxy to vote at the scheduled 2009 annual meeting or at any later meeting should the scheduled annual meeting be adjourned or postponed for any reason.

 

Your proxy will authorize specified people—called proxies—to vote on your behalf at the annual meeting. By use of a proxy, you can vote, whether or not you attend the meeting. This proxy statement describes the matters on which CIGNA would like you to vote, provides information on those matters, and provides information about CIGNA that must be disclosed when your proxy is solicited.

 

What will I be voting on?

 

 

What are the Board of Directors’ recommendations?

 

The Board recommends a vote:

 

 

Could other matters be decided at the annual meeting?

 

We do not know of any other matters that will come before the shareholders during the annual meeting. The chairman of the meeting may refuse to allow presentation of a proposal or a nomination for the Board from the floor at the annual meeting if the proposal or nomination was not properly submitted. CIGNA’s 2008 proxy statement described the requirements for properly submitting proposals and nominations from the floor at this year’s annual meeting. The requirements are similar to those described on page 71 for the 2010 annual meeting. The proxies will vote for or against other matters that come before the annual meeting as those persons deem advisable.

How many votes can be cast by all shareholders?

 

Each share of CIGNA common stock is entitled to one vote on each of the four directors to be elected and one vote on each other matter that is properly presented at the annual meeting. We had 270,934,706 shares of common stock outstanding and entitled to vote on Friday, February 27, 2009.

 

How many votes must be present to hold the annual meeting?

 

At least two-fifths of the issued and outstanding shares entitled to vote, or 108,373,882 votes, present in person or by proxy, are needed to hold the annual meeting. We urge you to vote by proxy even if you plan to attend the annual meeting. This will help us know that enough votes will be present to hold the meeting.

 

How many votes are needed to approve each proposal?

 

 

What if I vote to “abstain?”

 

A vote to “abstain” as to the election of directors will have no effect on the outcome of that proposal. A vote to “abstain” as to the ratification of the appointment of PricewaterhouseCoopers LLP will have the effect of a vote against. However, in either case, your shares will be counted as present for purposes of determining whether enough votes are present to hold the annual meeting.

 

How do I vote if I hold shares as a record holder?

 

If your name is registered on CIGNA’s shareholder records as the owner of shares, you are the “record holder.” If you hold shares as a record holder, there are four ways that you can vote your shares.

 

 

How do I vote if a bank, broker, or other nominee holds my shares?

 

If you hold shares in “street name,” that means a bank, broker or other nominee is actually the record holder entitled to vote those shares under New York Stock Exchange rules. In this case, follow the voting instructions you receive from the record holder. If you want to vote in person at the annual meeting, you must obtain in advance of the meeting a legal proxy from the bank, broker or other nominee that holds your shares and bring that proxy to the meeting.

If you do not submit voting instructions to your bank, broker or other nominee, the institution may still be permitted to vote your shares. It will have discretionary authority to vote on the election of directors and ratification of the appointment of PricewaterhouseCoopers LLP.

 

How do I vote if my CIGNA shares are held by Mellon Investor Services in my Employee Stock Accounts?

 

Employee Stock Accounts maintained by Mellon Investor Services hold restricted stock that has not yet vested, restricted stock that has vested, and shares acquired through an option exercise. If you have these kinds of shares, you should follow the rules above for voting shares held as a record holder.

 

Can I vote if I have money in the CIGNA Stock Fund of the CIGNA or Intracorp 401(k) plans?

 

If you have money invested in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan, the plan trustees have the legal authority to vote those shares. Under the plans, however, you have pass-through voting rights based on your interest in the CIGNA Stock Fund. You may exercise pass-through voting rights in almost the same way that record holders may vote their shares, but you have an earlier deadline. Specifically, you may vote over the Internet, by telephone, or by mail as described on page 4 but you may not vote in person at the annual meeting. Your voting instructions must be received by 11:59 p.m. E.D.T. on Friday, April 17, 2009, in order for the trustee to submit a proxy that reflects your instructions.

 

Your voting instructions will be kept confidential under the terms of the plans. If you do not give voting instructions (or they are received after 11:59 p.m. E.D.T. on Friday, April 17, 2009), the trustees will vote your interest in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan as instructed by CIGNA’s Corporate Benefit Plan Committee.

 

Can I change my vote?

 

Yes, if you are a record holder, you may:

 

 

If you hold your shares in street name, you may submit new voting instructions in the manner provided by your broker, bank or other holder of record.

 

What if I do not indicate my vote for one or more of the matters on my proxy card?

 

If you sign and mail your proxy card without marking any choices, your proxy will be voted:

 

 

If any other matters are properly presented for a vote, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

Is my vote confidential?

 

If you want your vote to be confidential, you must indicate that when you submit your proxy. If you choose confidential voting, your voting records will not be disclosed to us except as required by law or in contested Board elections.

 

Who will count the votes?

 

Mellon Investor Services has been appointed Inspector of Election for the annual meeting. The Inspector will determine the number of shares outstanding and voting power of each, the shares represented at the annual meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots.

 

How do I attend the annual meeting? What do I need to bring?

 

If you are a shareholder of record, your admission card for the annual meeting is attached to your proxy card. You will need to bring your admission card with you to the meeting. Regardless of how you hold your shares, you must bring a valid photo ID to be admitted to the meeting. In addition, if you own shares in street name, bring your most recent brokerage statement or a letter from your broker or other nominee with you to the meeting so that we can verify your ownership of common stock and admit you to the meeting; however, you will not be able to vote your shares at the annual meeting without a legal proxy from the record holder as described on page 4.

 

Please note that no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Samuel M.V. Hamilton Auditorium.

 

Who pays for the proxy solicitation and how will CIGNA solicit votes?

 

CIGNA pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees and agents by telephone, electronic or facsimile transmission or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Georgeson Shareholder Communications, Inc. (Georgeson) to assist in soliciting proxies. CIGNA will pay Georgeson a fee of approximately $15,000 and reimburse Georgeson for its reasonable out-of-pocket expenses associated with this work.

 

How do I find out the annual meeting voting results?

 

The final voting results of the annual meeting will be published no later than Monday, August 10, 2009 in CIGNA’s second quarter 2009 report on Form 10-Q which will be available online at http://www.cigna.com/about us/investor relations/sec filings.html.

 

At this meeting, four directors are seeking election for terms expiring in 2012. CIGNA’s Board is currently set at 12 and is divided into three classes, each with a three-year term.

 

All nominees have consented to serve, and the Board does not know of any reason why any would be unable to serve. If a nominee becomes unavailable or unable to serve before the annual meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, proxies cast for the original nominee will be deemed cast for the substitute nominee.

 

 

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE NOMINEES LISTED ABOVE.

 

 

 

The Board and its committees regularly review their corporate governance policies and practices and recommend modifications to those policies and practices to implement developing best practices that the Board has determined are appropriate for CIGNA. Many of these policies and practices are embodied in the Board Practices and the charters of the Audit, Corporate Governance, Finance, and People Resources Committees. The Board Practices, committee charters and CIGNA’s Code of Ethics are posted at http://www.cigna.com/about_us/governance/index.html. They also are available in print to any shareholder who submits a written request to the Corporate Secretary at our principal executive offices at:

 

CIGNA Corporation

Two Liberty Place, TL17

1601 Chestnut Street

Philadelphia, PA 19192-1550

 

CIGNA’s By-Laws require the Board to have at least eight directors, but no more than 16. The Board and its Corporate Governance Committee (CGC) each periodically consider the appropriate size of the Board. There is a strong commitment to a Board composed principally of independent, non-employee Directors. CIGNA Corporation currently has one, and has never had more than two, employee directors.

 

Director Selection Policy and Criteria.  The CGC, in consultation with the Board, develops specific criteria to guide director searches. The criteria are as follows:

 

 

 

The chair of the CGC and other members of the Board, as appropriate, interview director candidates prior to the CGC making its recommendation to the Board in the case of a director vacancy or nomination of a candidate by shareholders.

The Board may nominate for election and appoint to vacant or new Board positions only persons who agree to adhere to the Company’s majority voting standard. The standard requires a director to tender his or her resignation to the Company in case of failure to achieve more “for” votes than “against” votes at any future meeting at which he or she faces an uncontested election. The Board has discretion to accept or reject the tendered resignation following the election.

 

That tender of resignation cannot be withdrawn unless the Board eliminates the majority voting standard. The CGC will act on an expedited basis to determine whether to accept the resignation and will submit the recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

 

Consideration of Shareholder Suggestions for Director Selection.  The CGC is responsible for reviewing, advising and reporting to the Board regarding the Board’s membership and director selection. The CGC welcomes shareholder suggestions for Board nominees. Shareholders who wish the CGC to consider their suggestions for Board nominees should submit their suggestions together with appropriate biographical information and qualifications to the CGC. Correspondence may be addressed to:

 

Corporate Secretary

CIGNA Corporation

Two Liberty Place, TL17

1601 Chestnut Street

Philadelphia, PA, 19192-1550

 

The CGC generally considers nominees in October for the following annual meeting. Accordingly, suggestions for Board nominees should be submitted by October 1st to ensure consideration for the following annual meeting. Shareholder suggestions for Board nominees are evaluated using the same criteria described under “Director Selection Policy and Criteria” on page 10.

 

Third-Party Director Search Firm.  The CGC retains SpencerStuart, a third party search firm, to assist the CGC in identifying and evaluating candidates for Board membership who best match CIGNA’s director recruitment criteria as described on page 10. SpencerStuart played a key role in identifying many of the Company’s current directors as qualified candidates for Board membership, including Messrs. Partridge, Rogers and Wiseman.

 

The Board maintains an address for receipt of shareholder and interested party communications. Shareholders and interested parties may contact the Board of Directors, the non-employee directors, or specific individual directors by writing to them at:

 

Director Access

Attn: Corporate Secretary

CIGNA Corporation

Two Liberty Place, TL17

1601 Chestnut Street

Philadelphia, PA 19192-1550

 

All communications other than routine commercial solicitations and opinion surveys will be compiled by the Corporate Secretary and periodically submitted to the Board or, if addressed only to individual directors, to such individual directors. The Corporate Secretary also will promptly advise the appropriate member of management of any concerns relating to CIGNA’s products or services, and the Corporate Secretary will notify the Board of the resolution of those concerns.

 

Limit on Directorships.  Each director who is also a chief executive officer of a public company should not serve on more than one public company board in addition to CIGNA’s Board and the board of his or her employer (for a total of three public company directorships). Each director who is not a chief executive officer of a public company should serve on no more than four boards of public companies in addition to CIGNA’s Board (for a total of five such directorships). CIGNA’s directors serving on October 24, 2007, the effective date of this provision of the Board Practices, have until October 24, 2012 to comply with this requirement.

 

Board Meetings.  The Board meeting schedule and agenda are developed with direct input from directors. The duration of each meeting varies as business needs dictate. The Board has the opportunity to meet in executive session without the Chief Executive Officer at the conclusion of every Board meeting and, at least twice a year, meets in an extended executive session without the Chief Executive Officer. In 2008, the independent directors met in executive session without the Chief Executive Officer at all of the in-person Board meetings.

 

Access to Management and Independent Advisors.  Independent directors have regular access to senior managers and employees. In addition, the Board and its committees are able to access and retain appropriate independent advisors as they deem necessary or appropriate.

 

Continuing Education and Self-Evaluation.  The Board and its committees regularly devote time to continuing director education. The Board is regularly updated on CIGNA’s businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors are also encouraged to attend continuing education courses relevant to their service on CIGNA’s Board. Directors are reimbursed by CIGNA for expenses incurred in connection with such continuing education courses. The Board and each of its committees regularly discuss their performance, and annually conduct a self-assessment, and the CGC annually conducts a review of each individual director’s performance. On an ongoing basis, directors offer suggestions and alternatives intended to further improve Board performance.

 

Rotating Presiding Director Structure.  Each committee has a chairperson who is an experienced independent director. In order to maintain its balanced approach to governance, facilitate the effective functioning of the Board, and benefit from the skills, strengths and experience of its committee chairpersons, CIGNA has established a rotating presiding director structure whereby the chairperson of each committee presides over regularly scheduled non-management executive sessions of his or her committee meetings and, on a rotating basis, executive sessions of board meetings, determined by reference to the subject matter being discussed. Committee chairpersons regularly communicate with the staff officer assigned to his or her committee, and coordinate with their respective staff officers to develop meeting agendas and materials.

 

Resignation and Retirement.  If a director’s principal position at the time of appointment to the Board is discontinued, that director is required to tender his or her resignation to the CGC. The CGC will then recommend to the Board the action, if any, to be taken with respect to the resignation. In any event, a director is required to retire no later than the annual meeting of shareholders coinciding with or following his or her 72^nd birthday.

 

Meetings and Membership.  The full Board held 12 meetings during 2008. From time to time, the Board or its committees act by unanimous written consent when it is impracticable for them to meet.

The following table shows the current membership, summary of responsibilities and number of meetings in 2008 for each of the committees. Additional information about the committees can be found in the committee charters which are posted at http://www.cigna.com/about_us/governance/committees.html.

 

 

 

 

All members of the Audit Committee meet the New York Stock Exchange standard for qualifying as “financially literate” as determined by CIGNA’s Board. The Board of Directors has determined that Donna Zarcone is the “audit committee financial expert,” as defined in the applicable rules of the Securities and Exchange Commission, and meets the qualifications for independence as described below.

 

Attendance.  During 2008, Board and committee attendance averaged 97% for the Board as a whole. Each incumbent director attended at least 92% of the combined total meetings of the Board and committees on which he or she served during 2008. The Board encourages independent directors to attend the annual meeting of shareholders. Nine directors attended the 2008 annual meeting, including Robert H. Campbell, Isaiah Harris, Jr., Peter N. Larson, Roman Martinez IV, James E. Rogers, Carol Cox Wait, Eric C. Wiseman, Donna F. Zarcone, and H. Edward Hanway, who chaired the meeting.

 

Independence.  CIGNA’s Board has adopted director independence standards that can be found in the Board Practices posted on CIGNA’s website at http://www.cigna.com/about—us/governance/board—practices.html. CIGNA’s director independence standards provide that a director is not independent if:

 

 

 

The Company’s director independence standards further provide that certain relationships are not material and do not impair a director’s independence. In particular, a director’s independence will not be impaired if:

 

 

For any relationship outside the guidelines described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above.

 

The standards of independence described above meet the independence standards specified in the listing standards of the New York Stock Exchange. Based on the standards described above and the Board’s review, the Board affirmatively determined that:

 

 

In assessing directors’ independence, the Board and CGC reviewed directors’ responses to a questionnaire that solicited information about their relationships (and the relationships of their immediate family members) with CIGNA and other entities (affiliated entities), as well as material provided by management related to CIGNA’s transactions with and investments in those entities. In applying the independence standards, the Board and the CGC considered that from time to time during the past three years, CIGNA and its subsidiaries engaged in arms-length, ordinary course business transactions with corporations or organizations with which Messrs. Harris, Martinez, Partridge, Rogers, Wiseman and Zollars, Ms. Zarcone and Dr. Henney, or their immediate family members, serve as an executive officer, trustee or partner. In each case, the amount paid to or received from these companies in each of the last three years was significantly less than 2% of annual gross revenue or the $1 million threshold as described in CIGNA’s director independence standards—and in all cases was less than 1% of total revenue of the other organization.

 

Enterprise Risk Management.  The Audit Committee has oversight of Enterprise Risk Management (ERM), which is a company-wide initiative that involves the Board, management and CIGNA’s Chief Risk Officer and internal audit function in an integrated effort to (1) identify, assess, prioritize and monitor (as each of their roles dictates) a broad range of risks (e.g., financial, operational, business, reputational, governance and managerial), and (2) formulate and execute plans to monitor and to the extent possible, mitigate the effect of those risks. CIGNA’s Chief Risk Officer reports to the Audit Committee at least on a quarterly basis (and generally six times a year) on the Company’s ERM activities and progress made against established ERM goals for the year. Beginning in 2009, the People Resources Committee (PRC) of the Board began being briefed on ERM activities and key areas of focus to assist that Committee in evaluating the role that risk management does and should play in the design and awarding of compensation.

 

People Development Matters.  The PRC is responsible for overseeing the policies and processes for people development, including the succession plan for executive officers. In fulfilling that responsibility, the PRC reviews and considers an annual assessment of executive officers and key senior management presented by the Chief Executive Officer, including a discussion of those employees that are considered to be potential successors to executive and senior level positions and a review of their readiness and developmental needs. The assessment is presented to the full Board at the PRC’s direction.

 

The Company has not implemented a written policy concerning the review of related party transactions, but compiles information about transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, including the nature of each transaction and the amount involved. The CGC annually reviews and evaluates this information, with respect to directors, as part of its assessment of each director’s independence and presents its assessment to the full Board of Directors. The Company reviews the transaction information with respect to both directors and executive officers to determine whether any transaction may be subject to disclosure under applicable rules regarding transactions with related persons, and submits a description of any transaction subject to such disclosure to the Corporate Governance Committee for review.

 

In addition, all directors, officers and employees of CIGNA are subject to the Company’s Conflict of Interest Policy, which requires directors to inform the Corporate Secretary, and employees to inform their supervisors, of any existing or proposed relationship, financial interest or business transaction that could, or might appear to be, a conflict of interest. Any reported transactions are to be brought to the attention of the CIGNA’s general auditor for review and disposition.

 

Based on a review of the transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, CIGNA has determined that, since the beginning of 2008, it was not a party to any transaction in which the amount involved exceeds $120,000 and in which any of CIGNA’s directors, executive officers or greater than five percent stockholders, or any of their immediate family members or affiliates, have a direct or indirect material interest.

 

Executive Compensation.  Pursuant to its charter, the PRC oversees the compensation program for the Company’s executive officers. In fulfilling its responsibilities, the PRC actively seeks to enhance its effectiveness in reinforcing strong links between executive pay and performance. Examples of actions that the PRC has taken include:

 

 

The PRC regularly reviews CIGNA’s compensation programs against the Company’s strategic goals, industry practices, and emerging trends as well as to ensure alignment with shareholder interests. The PRC retains the flexibility to modify the programs to address changes in the competitive landscape. To help it fulfill its responsibilities, the PRC has engaged Mercer (the Compensation Consultant).

 

PRC Role in Executive Compensation

 

The PRC, composed entirely of independent directors, administers CIGNA’s compensation program for the Company’s executive officers, including the named executive officers. As directed by the PRC’s charter, the PRC oversees CIGNA’s compensation and benefit plans and policies, administers its stock plans (including reviewing and approving equity awards to the named executive officers) and reviews and approves all compensation decisions relating to executive officers, including the named executive officers. The PRC reports to the Board on all actions taken.

 

Beginning in 2009, given the current global economic and financial situation, the PRC will enhance its review of CIGNA’s executive compensation program to further determine that no components of CIGNA’s compensation program are designed to encourage or otherwise promote the taking of inappropriate or unacceptable risks which could threaten the long-term value of the Company. Specific measures the PRC will take as part of this

enhanced risk assessment review include being briefed on the Company’s major risks and how the executives are managing those risks. Further, the PRC’s risk assessment review will include the Management Incentive Plan, and Strategic Performance Unit Plan performance goals established under CIGNA’s executive compensation program, and under which the executives can benefit if such goals are met, to determine to the extent possible, that the pursuit of such goals do not encourage excessive risk taking.

 

Management Role in Executive Compensation

 

The PRC has approved processes to support the independent development and review of executive officer compensation as described below.

 

Chief Executive Officer Compensation.  The PRC annually evaluates the Chief Executive Officer’s performance and CIGNA’s established organizational goals in a session that, at the PRC’s request, is attended by the Executive Vice President, Human Resources and Services and the Compensation Consultant. The Chief Executive Officer is not present at this session. Based on its review of the Chief Executive Officer’s performance, the PRC makes recommendations to the independent members of the Board of Directors regarding the Chief Executive Officer’s compensation. The results of the evaluation are shared with the Chief Executive Officer by the Chair of the PRC after the compensation determinations are approved by the PRC and the independent members of the Board of Directors.

 

Other Named Executive Officer Compensation.  The PRC, following review and discussion, approves the compensation targets, base salaries, annual incentives and long-term incentives and similar arrangements for all named executive officers other than the Chief Executive Officer, whose compensation is approved in the manner set forth above. In order to determine total target compensation for the named executive officers, the Compensation Consultant presents to the PRC relevant market data, prepared by CIGNA’s compensation department and the Compensation Consultant. This relevant market data relates to base salary, annual incentive, long-term incentive compensation and retirement programs relative to CIGNA’s competitive peer group and the broader industry (see page 32 for a discussion of the peer group). The Executive Vice President, Human Resources and Services presents any recommendations for changes to named executive officers’ compensation targets (excluding his own) for the PRC’s consideration and approval. For actual compensation decisions (payouts) regarding the named executive officers, CIGNA’s Chief Executive Officer presents his recommendations to the PRC for their consideration and, in making his recommendation, discusses CIGNA’s performance and the individual officers’ performance. The Executive Vice President, Human Resources and Services is generally invited to be present for the discussion of compensation for named executive officers other than himself.

 

Compensation Consultant Role in Executive Compensation

 

The PRC has the authority under its charter to engage the services of outside advisors for assistance. The PRC directly retains Mercer as its Compensation Consultant to advise the PRC on CIGNA’s executive compensation programs. The primary role of the Compensation Consultant is to provide the PRC with objective analysis, advice and information and to assist the PRC in the performance of its duties. At the request of the PRC, one or more representatives of the Compensation Consultant attended all of the PRC meetings in 2008.

 

The PRC requests information and recommendations from the Compensation Consultant as it deems appropriate in order to structure and evaluate CIGNA’s compensation programs, practices and plans. In addition to its advice with respect to particular compensation actions discussed in the Compensation Discussion and Analysis (CD&A), during 2008, the Compensation Consultant performed the following additional duties:

 

 

The Compensation Consultant works with the Executive Vice President, Human Resources and Services and CIGNA’s internal compensation department to obtain the information necessary to carry out its assignments from the PRC.

 

In 2008, Mercer’s fees for providing services to the Committees of the Board and to the Company’s U.S. operations were approximately $641,100; of which $471,100 related exclusively to executive compensation consulting to the PRC, $52,700 related exclusively to director compensation consulting to the CGC and $117,300 related to services used by management in support of executive compensation work for the PRC, such as executive compensation advisory services and compensation surveys as well as employee compensation services. Mercer also provided compensation and benefits services to CIGNA subsidiaries outside of the US, with fees totaling $311,300.

 

In January 2009, CIGNA adopted a policy addressing compensation consultant independence. The policy requires that the PRC will use a compensation consultant who is independent of the Company as assessed by the PRC annually. A compensation consultant will be deemed independent under the policy if the compensation consultant:

 

 

In performing an assessment of the compensation consultant’s independence, the PRC will consider the nature and amount of work performed for the PRC during the year, the nature of any non-executive compensation services performed for the Company, and the amount of fees paid for those services in relation to the compensation consultant’s total revenues. The compensation consultant will annually prepare for the PRC an independence letter providing appropriate assurances and confirmation of the consultant’s independent status pursuant to the policy.

 

Director Compensation.  The charter of the CGC provides that it will review the compensation of non-employee directors periodically and recommend changes to the Board and will assist in the administration of director compensation plans as authorized by the Board. The CGC reviews the non-employee director compensation program periodically for competitiveness and appropriateness of compensation levels and program design and may then make recommendations to the Board for action.

 

To help it fulfill its responsibilities, the CGC from time to time engages a compensation consultant. A compensation consultant engaged by the CGC is directly responsible to the CGC for advising it with respect to non-employee director compensation and providing it with objective analysis and advice about benchmarking, pay practices at competitors, tax, compensation magnitude and mix, program structure, and alignment with shareholder interests. In 2008, the CGC retained Mercer to complete a competitive assessment of the director compensation program; no changes were made to the program following that review. The CGC may also engage a compensation consultant to advise it on industry practices and emerging trends in director compensation.

 

With respect to director compensation, the Compensation Consultant contacts the Executive Vice President, Human Resources and Services and members of his staff to obtain information needed to carry out its assignments and contacts the General Counsel and members of her staff regarding legal issues. At the request of the CGC, one or more representatives of a compensation consultant engaged by the CGC may attend certain CGC meetings in order to present information and recommendations and to be available to answer questions and advise the CGC.

 

The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as CIGNA’s independent registered public accounting firm for 2009. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment even though ratification is not legally required. If shareholders do not ratify this appointment, the Audit Committee will reconsider PricewaterhouseCoopers’ appointment.

 

PricewaterhouseCoopers LLP has served as the independent registered public accounting firm for CIGNA and its subsidiaries since 1983, and performed the same role for Connecticut General Corporation, a predecessor company of CIGNA, and its subsidiaries since 1967. A representative from PricewaterhouseCoopers LLP will attend the annual meeting, may make a statement, and will be available to respond to appropriate questions.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS CIGNA’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

 

The Audit Committee pre-approves all audit services provided by CIGNA’s accounting firms and all non-audit services provided by the Company’s principal independent registered public accounting firm. Specifically:

 

• The full Audit Committee approves all audit, review and attests services and their related fees.

 

 

Aggregate fees billed for professional services rendered by PricewaterhouseCoopers LLP for the audit of financial statements for the fiscal years ended December 31, 2008 and December 31, 2007, and fees billed for other services rendered by PricewaterhouseCoopers LLP during those periods were as follows:

 

 

 

 

CIGNA has maintained an independent Audit Committee for many years. It operates under a written charter adopted by the Board of Directors.

 

All of the members of the Audit Committee are independent (as defined in the listing standards of the New York Stock Exchange and applicable federal regulations, and CIGNA’s independence standards).

 

CIGNA’s management has primary responsibility for preparing CIGNA’s financial statements and establishing and maintaining financial reporting systems and internal controls. Management is also responsible for reporting on the effectiveness of CIGNA’s internal controls over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of CIGNA’s consolidated financial statements and issuing a report on these financial statements. The independent registered public accounting firm is also responsible for, among other things, issuing an attestation report on the effectiveness of CIGNA’s internal control over financial reporting based on its audit. As provided in its charter, the Audit Committee’s responsibilities include oversight of these processes. As part of its oversight responsibilities, the Audit Committee meets with CIGNA’s head of internal audit, Chief Accounting Officer and Controller, General Counsel and independent registered public accounting firm, with and without management present, to discuss the adequacy and effectiveness of CIGNA’s internal controls and the quality of the financial reporting process.

 

In this context, before CIGNA filed its Annual Report on Form 10-K for the year ended December 31, 2008 with the Securities and Exchange Commission, the Audit Committee:

 

 

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that such audited financial statements be included in CIGNA’s Annual Report on Form 10-K for the year ended December 31, 2008 for filing with the Securities and Exchange Commission.

 

Audit Committee:

Robert H. Campbell, Chairman

Jane E. Henney, M.D.

John M. Partridge

Eric C. Wiseman

Donna F. Zarcone

 

The following chart summarizes the annual retainers of the Non-Employee Director Compensation Program, more fully described below:

 

 

Board Retainer.  Each director receives an annual Board Retainer initially valued at $225,000. Of that amount, $75,000 is fixed compensation paid in cash, and $150,000 is mandatorily deferred for three years in the form of deferred stock units, whose value tracks that of CIGNA common stock.

 

The cash portion of the Board Retainer is payable in quarterly installments of $18,750 ($75,000 annually). The stock unit portion of the Board Retainer is paid through the quarterly award of a number of deferred stock units with an initial value of $37,500 ($150,000 annually). The number of deferred stock units awarded to a director each quarter is determined based on the closing price of CIGNA common stock on the last business day of the second month of that quarter. Dividend equivalents are credited on deferred stock units and treated as reinvested in additional whole deferred stock units. Three years after the original award, the payout per awarded stock unit is calculated based on the closing price of CIGNA common stock on the last business day of the second month of the quarter in which the third anniversary of the grant date falls, and payment is made in cash the following month. If service as a director ends before completion of the three-year period, valuation and payment are made in the quarter following separation from service on the same basis as described above.

 

The deferred stock units awarded under the Non-Employee Director Compensation Program are not subject to forfeiture and are a general unsecured and unfunded obligation of the Company.

 

Committee Retainers.  Each director receives $10,000 annually for each committee membership (excluding the Executive Committee for which there is no retainer) and committee chairs receive an additional $5,000 annually for each committee chaired. These amounts are paid in cash in quarterly installments at the same time that the cash portion of the Board Retainer for the relevant quarter is paid.

 

Deferral of Payments.  Directors may elect to defer the payment of their Board and Committee retainers beyond their designated payment date under the Deferred Compensation Plan of 2005 for Directors of CIGNA Corporation (Director Deferred Compensation Plan). Under the Director Deferred Compensation Plan, any portion of the Board or Committee retainers that is voluntarily deferred is credited to a director’s deferred compensation account. Directors are offered a choice of hypothetical funds whose rates of return, gains and losses are credited to that account. Subject to limitations under Section 16 of the Securities Exchange Act of 1934 and CIGNA’s insider trading policy, directors who participate in the Director Deferred Compensation Plan can make deferral elections on an annual basis and change their hypothetical investment allocations on deferrals once per quarter. The funds offered to directors include a hypothetical CIGNA stock fund and other funds that are selected from those offered to all CIGNA employees under the CIGNA 401(k) Plan. Directors

may elect to receive payments under the Director Deferred Compensation Plan in a lump sum or in installments. The payments are made (or, for installment method payment elections, begin) in January of the year following separation from service as a director.

 

Amounts deferred under the Director Deferred Compensation Plan are not subject to forfeiture. Deferred compensation balances are a general unsecured and unfunded obligation of the Company.

 

From 1989 to 2005, upon joining the Board of Directors, non-employee directors were awarded either a one-time grant of shares of CIGNA restricted common stock for directors who joined the Board before October 1, 2004 or a grant of restricted share equivalents for directors who joined the Board after October 1, 2004, under the Amended and Restated Restricted Share Equivalent Plan for Non-Employee Directors of CIGNA Corporation (Restricted Share Equivalent Plan). Effective January 16, 2006, the Restricted Share Equivalent Plan was frozen and no new awards were made to individuals joining CIGNA’s Board of Directors after that date.

 

The Restricted Share Equivalent Plan has been amended from time to time to, among other things, change the vesting periods and eliminate the provisions related to restricted stock grants (as those grants have all either vested or been forfeited). The current provisions of the Restricted Share Equivalent Plan provide for the vesting of restricted share equivalents issued under the plan on the later of: (1) six months after the date of grant; or (2) the earliest of nine years of continuous service on the Board, attainment of age 65, change of control, death or disability of the director. However, in the event a director’s resignation is accepted because he or she failed to receive the required majority vote for reelection and the director’s restricted share equivalents have not yet vested, then a pro-rated portion of the director’s restricted share equivalents, determined by the number of complete months the director served on the Board, shall vest effective as of the date of the director’s resignation. As a result of the resignation or any other termination of service as a director prior to vesting, any unvested restricted share equivalents are forfeited, except to the extent that a majority of the Board of Directors (other than the separating director) approves their vesting.

 

As of the end of 2008, Messrs. Harris, Martinez and Zollars, Dr. Henney and Ms. Zarcone each have 13,500 unvested share equivalents under the Restricted Share Equivalent Plan. Payment of the value of vested restricted share equivalents is made in cash after a director’s separation from service. The payout is calculated based on the closing price of CIGNA common stock on the director’s last business day of service with CIGNA and payment is made in cash within 45 days thereafter.

 

Each year that a restricted share equivalent is outstanding under the Restricted Share Equivalent Plan, a director shall receive a lump sum payment equal to the amount of any dividends declared and paid on a share of CIGNA common stock during that year (to the extent that the record date for any such dividend occurs while the restricted share equivalent is outstanding).

 

CIGNA offers to each non-employee director, at no cost to him or her, group term life insurance coverage in the amount of the annual board retainer ($225,000), and business travel accident insurance coverage in the amount of three times the annual board retainer ($675,000). Directors may purchase or participate in, through the payment of premiums on an after-tax basis, additional life insurance, medical/dental care programs, long-term care, property/casualty personal lines, and various other insurance programs available on a broad basis to CIGNA employees. In addition, directors may elect to be covered by worldwide emergency assistance services. This program provides international emergency medical, personal, travel and security assistance, and is also currently available to CIGNA executive officers and certain other CIGNA employees who frequently travel abroad for business.

 

Each non-employee director who commenced service prior to January 1, 2006 is eligible, upon separation from service with at least nine years of Board service, to continue to (1) participate for two years in the

medical/dental care programs offered by CIGNA to retired employees, through the payment of premiums by the director on an after-tax basis, and (2) use for one year, financial planning and tax preparation services in the amount of up to $5,000, paid by CIGNA. CIGNA will also provide eligible retired directors, at no cost to the director, with $10,000 of group term life insurance coverage for life. In addition, all directors may, at their own expense and if otherwise eligible, continue other life insurance, long-term care insurance and property/casualty personal lines insurance pursuant to the terms of the applicable policies. New directors who commenced service on the Board after January 1, 2006 are not eligible for these benefits.

 

Non-employee directors may participate in the same financial planning and tax preparation program available to CIGNA executive officers. Under this program, CIGNA will make direct payments or reimburse directors for financial planning services that are provided by firms designated by CIGNA and for tax preparation services. Non-employee directors may also participate in the matching charitable gift program available to CIGNA employees, under which CIGNA will make a matching charitable gift of up to $5,000 annually.

 

Before January 1, 1997, CIGNA maintained a retirement plan for directors who terminated service after serving on the CIGNA Board of Directors (or the Board of a predecessor company) for at least five years and after reaching age 60. Under this plan retired directors received, in a lump sum or in annual installments, fees based upon their retainer and length of service. Effective December 31, 1996, this retirement plan was frozen. Payments are made under this plan only to eligible directors who retired before 1997 and directors who had vested in the plan as of December 31, 1996.

 

From January 1, 1997 to December 31, 2005, CIGNA directors participated in a revised retirement plan under which an annual credit was made to a restricted deferred compensation account established for each director. This revised retirement plan was available to directors who were not fully vested in the former retirement plan when it was frozen on December 31, 1996 and to those who joined CIGNA’s board after 1996. In addition to the annual credit, a one-time credit equal to the director’s accumulated unvested benefits under the former retirement plan was made in 1997 to those directors who had not vested in the former plan. The amounts credited to a director’s restricted deferred compensation account under the revised retirement plan were invested in hypothetical shares of CIGNA common stock. The per share price for the one time credit in 1997 was equal to the average closing price of CIGNA common stock over the last ten business days of 1996.

 

For each hypothetical share in a directors’ restricted deferred compensation account, hypothetical dividends equal to the amount of actual dividends paid on shares of CIGNA common stock are credited to a director’s deferred compensation account and are hypothetically reinvested in one or more of the available hypothetical funds.

 

Stock Ownership Guidelines.  Directors are expected to own $250,000 in any combination of CIGNA common stock, deferred stock units, and restricted share equivalents within three years of joining the Board. Because of their recent election as directors and the decline in the Company’s stock price, Messrs. Partridge, Rogers and Wiseman will be required to meet the directors’ ownership guidelines within three years of their joining the Board.

 

Common Stock, Stock Unit, Share Equivalent and Hypothetical Stock Ownership.  The table below shows the total ownership stake each of the Company’s directors has by providing the total holdings of CIGNA common stock as well as share equivalents, stock units and hypothetical shares of CIGNA stock credited to a director’s deferred compensation account on a mandatory or voluntary basis, as of December 31, 2008.

 

 

 

 

The table includes information about 2008 compensation for non-employee members of CIGNA’s Board of Directors, which consisted of cash retainer payments, compensation cost incurred by CIGNA for various share equivalent awards, matching charitable awards and company-paid life insurance premiums. The tables below include 2008 compensation for Mr. Wagner, who retired from the Board effective April 23, 2008. Mr. Partridge, who joined the Board in January 2009, received no 2008 compensation from CIGNA, and therefore is not included in the table.

 

 

 

 

 

This column does not include the value of premiums, if any, paid by the directors for additional life insurance, medical/dental care programs, long-term care, property/casualty personal lines, and various other insurance programs that are also available on a broad basis to CIGNA employees and are described on page 23.

Director Aggregate Outstanding Equity Awards Table

 

This table lists each director’s total number of share equivalent awards outstanding on December 31, 2008. The table does not include any CIGNA common stock purchased by a director or any share equivalents resulting from voluntary deferral of cash compensation invested in the CIGNA stock fund.

 

 

 

 

All units and other share equivalents are fully vested with the exception of the 13,500 restricted share equivalents granted pursuant to the Restricted Share Equivalent Plan described on page 23. The number of share equivalents resulting from voluntary deferrals of cash compensation invested into the CIGNA stock fund for Mr. Campbell equals 7,108; for Mr. Harris equals 5,349; for Mr. Larson equals 15,697; for Mr. Martinez equals 8,320; for Mr. Rogers equals 5,371; for Mr. Wagner equals 23,756; for Ms. Wait equals 2,229; and for Mr. Zollars equals 2,918.

 

The People Resources Committee of the Board of Directors (PRC) reviewed and discussed with CIGNA’s management the following Compensation Discussion and Analysis (CD&A). Based on this review and discussion, the PRC recommended to the Board of Directors that the CD&A be included in this proxy statement and be incorporated by reference in the Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission. The Board accepted the PRC’s recommendation.

 

People Resources Committee:

Isaiah Harris, Jr., Chairman

Roman Martinez IV

James E. Rogers

Carol Cox Wait

William D. Zollars

 

This Compensation Discussion and Analysis discusses and analyzes CIGNA’s executive compensation program and the amounts shown in the executive compensation tables within the “Executive Compensation” section.

 

2008—The Year In Review

 

2008 was a challenging year for CIGNA due to the competitive market environment. Partly as a result of this tough economic environment, the Company’s performance in 2008 did not meet its plans or expectations. Therefore, consistent with CIGNA’s rewards for performance philosophy that links and aligns compensation to performance and in light of the tough economic environment, the People Resources Committee (PRC), or the Chairman of the PRC as designated, took the following actions relating to the Company’s named executive officers, which includes the Chief Executive Officer, Chief Financial Officer and CIGNA’s three other most highly compensated executive officers at the end of 2008.

 

 

2009—The Year Ahead

 

The Company expects to continue to face a very challenging economic environment throughout 2009 and it is difficult to fully predict the effects that the unprecedented global financial and economic crises will have on the Company’s financial performance in 2009. As a result, the PRC evaluated compensation for 2009 with an eye toward balancing the Company’s 2008 performance with retention of key executive officers, CIGNA’s rewards for performance principles, costs to the Company and creating shareholder value. With this in mind, the PRC made the following determinations.

 

 

Executive Compensation Program Objectives and Design

 

CIGNA operates in a very competitive market for executive talent with the skill and experience to run its business. Accordingly, to effectively compete in this environment and to drive results and growth in CIGNA’s business, CIGNA’s executive compensation program is designed to:

 

 

CIGNA’s executive compensation program consists of three primary elements: base salary; annual incentives (bonus); and long-term incentives, each of which is described in the following summary. The program also includes a package of competitive benefits, including health care, pension, and deferred compensation, and other benefits, which are described on page 42 of this CD&A. For named executive officers and other eligible CIGNA employees, two steps are used to determine base salary, annual incentives and long-term incentives.

 

 

Below is an overview of each of the three primary compensation elements:

 

 

For information on the oversight of the Executive Compensation Program, see the section entitled “Processes and Procedures for Determining Executive and Director Compensation” on page 16.

 

Relevant Market Data

 

The PRC establishes target and actual compensation levels for the named executive officers based on a variety of factors including the practices of organizations in the market in which CIGNA competes for talent.

 

Generally, the companies that CIGNA considers its primary peer group are a limited group of publicly-traded managed care companies with which CIGNA competes most directly. Those companies are:

 

 

The primary peer group reflects the organizations with which CIGNA competes for capital, customers and labor. The selection process for CIGNA’s primary peers involved a review of: (1) companies in the Health Care Provider and Services and Insurance Global Industry Classification System Code (GIC) industry group with similar operating models that had revenue levels from one third to three times that of CIGNA; (2) an analysis of total shareholder return (TSR) movement that signifies that investors view the proposed peer companies as similar from an investment and capital markets perspective; and (3) a final review of similarity of markets. The decision was made to include some companies outside of the revenue levels because of competitive relevance.

 

Publicly available proxy statement and other information disclosed in filings with the Securities and Exchange Commission (SEC), such as 8-K filings pertaining to these companies’ compensation practices, are used for benchmarking compensation levels, evaluating pay practices and assessing the alignment of rewards and performance for the named executive officers. In cases where the critical skills and abilities CIGNA requires for executive talent are either unique to another industry or applicable on a broader all-industry basis, unique reference groups, rather than the primary peer group, are used as an additional secondary reference point for compensation target recommendations.

 

To determine executive officer compensation targets, the PRC reviews relevant market data. Where there is a lack of publicly available information for an executive officer role, the PRC reviews published survey data issued by leading compensation consulting firms and collected from among companies in the health care and group insurance businesses, as well as companies with similar revenue size. Survey data is reviewed for all named executive officers roles but where publicly available information for the primary peer group exists, that is used as the primary market reference. The Compensation Consultant generally assists the PRC by compiling and analyzing publicly available information and published survey data for the Chief Executive Officer role and by reviewing survey data for other named executive officers compiled by CIGNA’s internal compensation department.

The primary market reference used by the PRC in determining compensation for each of the named executive officers is set forth below:

 

 

 

 

CIGNA used multiple surveys and benchmarks within the surveys in the development of the Survey Data that is used as the primary market reference. Additional detail on those surveys is provided in Appendix A, beginning on page A-1. The benchmarks are selected based on similarity to the responsibilities inherent in the roles.

 

Factors Considered in Determining Target Compensation and Target Pay Mix

 

CIGNA’s executive compensation programs are designed to: (1) place greater emphasis on performance-based compensation rather than fixed compensation; and (2) with respect to the different types of performance-based compensation, place more weight on long-term incentives than annual incentives. Base salary is considered fixed compensation. Annual incentives and long-term incentives are considered performance-based compensation, because the actual annual incentive award, stock option value or SPU payout is not known until the end of a year, at the time of exercise, or the end of the performance period and could vary depending upon a number of factors including organizational and individual performance.

 

The following chart sets forth the target pay mix of compensation elements in 2008 for each of the named executive officers:

 

 

Total target compensation for Mr. Hanway is approximately 2.5 times that of the named executive officer with the next highest total target compensation, reflecting both the breadth of responsibility his position carries and his tenure as Chief Executive Officer. In December 2008, Mr. Hanway’s total target compensation was above the competitive range of the relevant market data. Based on that analysis, the PRC decided to reduce Mr. Hanway’s total target compensation to bring it within the competitive range of the relevant market data.

 

The PRC approves targets for base salary, annual incentives and long-term incentives for each named executive officer annually. Based on the relevant market data included in the report prepared by the Compensation Consultant for the PRC’s December 2008 meeting, the target total compensation for each of the named

executive officers is generally within a competitive range (within 15%) of the 50^th percentile of the primary market reference, with the exception of Mr. Murabito and Ms. Petren. Mr. Murabito’s target total compensation is between a competitive range of the 75^th percentile of the primary and the 50^th percentile of the secondary market reference because Mr. Murabito’s responsibilities go beyond those of a traditional human resources executive. For Ms. Petren, the target total compensation is between the 50^th percentile and 75^th percentile of the primary market reference because of the intense competition for attracting and hiring executives with the necessary skills, talent, and leadership for this role. For each of the named executive officers, there may be variation in the target pay mix, such that target amounts for individual compensation elements may be above or below the competitive range of the 50^th percentile for the individual element.

 

Tally Sheets

 

The PRC monitors the total level of compensation paid, or expected to be paid, to the Company’s named executive officers through the review of tally sheets. Tally sheets summarize current actual and target compensation, equity and SPU holdings, retirement and deferred compensation values, and potential payouts upon termination of employment for named executive officers. The Company prepares tally sheets for all of its executive officers for review by the PRC twice a year, when targets are being reviewed and prior to annual compensation award decisions, to assist in determining whether executive compensation decisions are appropriate in the context of CIGNA’s compensation philosophy and performance.

 

When making decisions about each component of compensation, the PRC considers the aggregate sum of base salary, annual incentives and grant-date value of long-term incentives to provide a level of total compensation deemed by it to be appropriate. The PRC does not generally consider prior awards in determining a subsequent performance period’s awards. For example, the number of stock options or SPUs previously awarded does not necessarily affect new awards, which are made annually. Further, prior awards generally are not considered when determining actual awards tied to performance under the MIP (described on pages 35 through 38) or the SPU program (described on page 38). One situation in which prior awards are considered in determining pay levels, however, is when CIGNA identifies the potential risk of recruitment of its executives by competitors (see Retention Actions on page 40). In that case, CIGNA considers outstanding unvested awards to determine existing retention incentive values. The PRC may also consider prior awards when it determines the type of long-term incentive to award.

 

Base Salary

 

Base salary levels are reviewed annually and may be adjusted based on relevant market data and an assessment of the executive’s skills, role and performance contributions, including the demonstration of CIGNA leadership behaviors and core values.

 

The following base salary adjustments were made for the periods indicated below.

 

 

 

 

The base salary amounts for each of the named executive officers reflected in the table above are within a competitive range of the primary market reference, with the exception of Mr. Murabito who is above the

50^th percentile, but competitive with the 75^th percentile of the primary market reference. Decisions regarding each named executive officer’s actual base salary are made by referring to both relevant market data and the officer’s individual performance, which is measured by the officer’s accomplishments and contributions during the previous year, the individual’s skill proficiency for the role and the individual’s demonstrated leadership behaviors. In 2008, the PRC made a determination that there will be no merit increases to base salary amounts for the named executive officers in 2009.

 

Annual Incentives

 

Performance Measures, Goals and Funding.  Each year, the PRC sets organizational performance measures and goals for annual incentive awards based on CIGNA’s business priorities. For each measure, goals are set, meaning a target level of performance is identified. The goals may identify threshold (minimum), target, above target and superior levels of performance. The actual organizational performance serves as the basis for establishing the range of funding available for awards, but the PRC exercises judgment to determine at which point within the range actual funding will be set. The PRC uses discretion within pre-established funding ranges to determine aggregate MIP funding. In exercising its judgment to set funding levels, the PRC 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.

 

In addition, a specified threshold level of Adjusted Net Income from Continuing Operations must be met for overall funding for MIP awards. The purpose of the threshold is to reinforce the fundamental importance of achieving CIGNA’s profitability goals. If the Adjusted Net Income threshold is met, the MIP allows for payment of an incentive award even when overall results may be below target. CIGNA believes it is important to maintain this flexibility to retain key talent over the long-term and encourage management to make decisions that could yield lesser results in the short-term, but are in the best interests of our shareholders over the long-term. If the Adjusted Net Income threshold level is not achieved, no annual incentive payouts will be made under the MIP to any employees, including the named executive officers. However, in this instance, a Chairman’s Fund will be established in which approximately 10-15% of potential aggregate funding at target may be made available and may be used to reward and retain key talent. The Chief Executive Officer is not eligible for an award from this fund. During years in which CIGNA’s performance is below the minimum threshold, the retention of key talent is even more critical. Therefore, the PRC believes it is important to retain the flexibility to pay some incentive awards in order to recognize and retain key talent over the long-term.

 

Annual incentives are administered primarily under the MIP. CIGNA determines the eligibility for the MIP based on role and relevant market data. Each named executive officer is eligible to participate in the MIP. The MIP governs the awards paid to participating executives based on achievement of corporate goals, business unit performance and individual contributions. The performance measures and goals approved for 2008 are described on page 36. Subject to certain limits described below, the actual award for an eligible employee can range from 0-200% of the target and is paid in the first quarter following the end of the performance year.

 

For named executive officers, annual incentives also are subject to the Executive Incentive Plan (EIP), which operates in conjunction with the MIP. The purpose of the EIP is to ensure that annual incentive awards paid to certain executive officers qualify for treatment as performance-based compensation and remain fully tax deductible. Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that CIGNA may deduct for federal income tax purposes for compensation paid to the Chief Executive Officer and each of the three other most highly compensated executive officers, other than the Chief Financial Officer, who are employed as of the end of the year. This limitation does not apply to compensation that meets the requirements under Section 162(m) for “qualifying performance-based” compensation (i.e., compensation paid only if performance meets pre-established objective goals based on performance criteria approved by shareholders).

 

In accordance with Section 162(m) and pursuant to the terms of the EIP, the PRC establishes objective corporate performance goals for the named executive officers within the first 90 days of the beginning of each year. At year end, if the PRC certifies that CIGNA has achieved these performance goals, then each named executive officer is eligible to receive the maximum annual incentive award for that performance year. The

maximum award each named executive officer is eligible to receive is $3 million in cash and 225,000 shares of CIGNA common stock.

 

CIGNA’s achievement of the performance goals for a given performance year does not assure that a named executive officer will receive the maximum award or any award, because the PRC has retained “negative discretion” to reduce the award below the maximum amount. The PRC uses this discretion to reduce the named executive officer’s annual award to an amount determined in accordance with the individual’s annual incentive target by applying the assessment process under the terms of the MIP, as described below. The PRC does not have discretion to increase the size of the awards. The PRC has consistently exercised its negative discretion to reduce the size of annual incentive awards below the maximum.

 

For 2008, the PRC established the following organizational performance measures and performance levels, which were used to determine the range of potential aggregate funding for MIP awards.

 

 

The goals that the PRC sets for target levels are rigorous and challenging and at the time the PRC approved the performance goals under the MIP for 2008, CIGNA believed that the performance goals were attainable, but not certain to be met. In setting the target performance levels within each performance measure, the PRC considers CIGNA’s earnings estimates for the year, as publicly disclosed, historical company performance and peer performance. To aid the PRC in setting performance targets, the Compensation Consultant presents a comprehensive report annually to the PRC with compensation and performance information that includes historical performance information about CIGNA’s primary peer group.

 

CIGNA’s full year 2008 adjusted net income from continuing operations for the Company’s three ongoing businesses was $1.178 billion, which was below the estimate of $1.188 billion to $1.242 billion disclosed by CIGNA in February 2008, and was below the target performance level established for the MIP. During the year as economic and competitive challenges escalated, CIGNA revised its full year projections; however, the goals the PRC set at the beginning of the performance period for target levels remained unchanged.

 

Full year 2008 organic membership growth was approximately 1.3% below year-end 2007 membership excluding the impact of the Great-West Healthcare acquisition. This result was below the full year estimates, as disclosed by CIGNA at the beginning of 2008, and was below the target performance level established for the MIP.

 

The Health Care core operating expense per member was consistent with the MIP target range. CIGNA performed better than its 2008 plan for Health Care core operating expense per member, which increased 2% year-over-year due to planned strategic investment in market-facing capabilities.

 

CIGNA also made strategic investments in infrastructure and made good progress in improving foundational service levels and integrating Great-West Healthcare.

2008 target levels for the adjusted net income from continuing operations and membership were not met; the target levels for operating expense per member and strategic imperatives were met. Due to these results, the PRC approved funding significantly below the target range for the enterprise. The CIGNA businesses were funded based on enterprise results and their respective business results.

 

For the 2008 performance year, MIP target levels were set as follows for the following named executive officers.

 

 

 

 

For 2008 performance year, the PRC and the Board made annual incentive awards to the named executive officers at a level of 0% to 63% of the target award value. Messrs. Hanway, Bell and Cordani did not receive an annual incentive award for 2008 performance. The PRC and for the CEO, the Board of Directors, determined the awards based on of the overall 2008 results of the organization, individual business units and individual performance contributions during 2008.

 

The decision to not award Messrs. Hanway, Bell and Cordani an annual incentive award was a reflection of CIGNA’s 2008 performance versus target performance levels and their individual performance contributions. As the Chief Executive Officer, the Chief Financial Officer and the President and Chief Operating Officer, respectively, they are ultimately accountable for the performance results of the organization. Consolidated 2008 earnings decreased 20% relative to 2007, including a $267 million after-tax loss due to reserve strengthening in our runoff reinsurance Guaranteed Minimum Death Benefits book of business also known as Variable Annuity Death Benefits (VADBe). Earnings for the Company’s ongoing businesses grew 7% relative to 2007 as earnings growth in Health Care (from the Great-West Healthcare acquisition), Group Insurance and International offset a decline in organic Health Care earnings. Health Care medical membership decreased by 1.3% on an organic basis and increased by 15% including the Great-West Healthcare acquisition.

 

Total shareholder return for the entire industry and the overall S&P 500 experienced significant pressure during 2008. CIGNA’s performance of -69% was close to the median of the competitive peer group. Over the three-year period from 2006 to 2008, the Company’s total shareholder return was down 23%, which was better than the median of the competitive peer group. CIGNA’s three-year shareholder return was below that of the S&P 500, which was down 8% over the same period.

 

Each of the following named executive officers received awards that reflected the annual organization and business unit results, adjusted for the assessment of each officer’s performance throughout 2008.

 

Mr. Murabito’s MIP award was 59% of target. Under Mr. Murabito’s leadership, the Human Resources and Services organization successfully integrated Great-West Healthcare from a people, services and culture perspective. Mr. Murabito also led the advancement of CIGNA’s talent planning process and leadership development strategy, enabling leaders to build strong teams and to focus on development, particularly of their top talent. Also, in 2008 Mr. Murabito continued to drive a people strategy that is directly aligned to CIGNA’s enterprise business value proposition and specific business unit imperatives, developed a strategy for enhancing the physical work environment in a cost effective manner and furthered the strategy to support and encourage the health of the Company’s employees through the Healthy Life Strategy.

Ms. Petren’s MIP award was 63% of target. Under Ms. Petren’s leadership the legal department provided key support for the Great-West Healthcare acquisition, including negotiating the acquisition agreement and obtaining regulatory approvals. Additionally, Ms. Petren led litigation efforts, securing favorable settlements in a number of major cases and she implemented an enterprise-wide compliance model. Ms. Petren’s legal department continued to shape CIGNA’s public policy and advocacy and provide counsel for business launches and expansions domestically and abroad. Ms. Petren also developed and advocated the Company’s public policy position on both the federal and state fronts and enhanced CIGNA’s position as a thought leader in the industry.

 

Performance Measure Design Changes.  The Compensation Consultant provides an annual review and ongoing advice as needed on the design of CIGNA’s annual and long-term incentive programs and briefs the PRC on executive compensation trends among CIGNA’s peers and broader industry. During the annual review process for the 2008 annual incentive award program, the PRC approved the following changes to the weighting of performance measures for the annual incentive award program:

 

 

In January 2009, the PRC approved a change to the 2009 annual incentive award program that adjusted the weighting of the Adjusted Net Income from Continuing Operations measure from 40% to 50% and the weighting of Strategic Imperatives measure from 20% to 10%. As described above, the 2008 20% weighting of the Strategic Imperatives measure was made to underscore the importance of the integration of Great-West Healthcare to the Company’s performance. As the integration has progressed, the PRC determined that the weighting should be shifted back to focus more on the earnings measure in the 2009 program.

 

Long-Term Incentives

 

Long-term incentives are administered under the CIGNA Long-Term Incentive Plan. In February 2008, the executives received both stock options and SPUs as their annual long-term incentive awards. The long-term incentive target is expressed as a dollar value and is determined based on the relevant market data for the executive’s role. An executive can receive an award between 0 and 200% of their individual target based on organizational and individual performance. After the target percentage is determined for an executive’s award, the award is delivered in stock options and/or SPUs.

 

CIGNA awards stock options under the Long-Term Incentive Plan in order to:

 

 

CIGNA’s SPU program, administered under the Long-Term Incentive Plan, is designed to promote profitable growth and to reinforce CIGNA’s objective of having its shareholder return outperform that of its peers. SPUs are performance awards denominated in units that may be paid in cash or shares of CIGNA common stock.

SPU value is based on CIGNA’s performance over a three year period measured against pre-established criteria including performance versus CIGNA’s competitors. The SPU program is intended to:

 

 

The SPU award performance cycles that include 2008 are listed below and descriptions of how SPU payments are calculated appear in the narratives to the Summary Compensation and Grants of Plan-Based Awards Tables beginning on pages 46 and 49, respectively.

 

 

At the time the PRC approved the performance measures and goals for the 2006-2008, 2007-2009 and 2008-2010 performance cycles, the PRC anticipated that the achievement of threshold levels of performance would be attainable, but not certain, and that the achievement of superior levels of performance would be unlikely.

 

The long-term incentive (LTI) targets in 2008 for each named executive officer did not change from 2007 levels as shown in the chart below. The PRC determined that no changes were necessary as the targets were determined to be competitive with desired market levels.

 

 

 

In 2008, LTI awards (grants of stock options and SPUs) were approved for the named executive officers at a level of 110% to 122% of the target award value. The awards were made above-target as a reflection of the strong performance year that CIGNA had in 2007, including CIGNA’s consolidated earnings increasing approximately 7% relative to 2006 year-over-year growth in the three ongoing businesses, earnings per share increasing 26% and CIGNA’s total shareholder return of approximately 23%. Individual named executive

officer performance, retention considerations and changes in roles or responsibilities also were considered in determining award levels.

 

The PRC made the 2008 annual long-term incentive awards, including stock options and SPUs, during the fourth week of February 2008, after CIGNA’s annual earnings release and following the end of a quarterly blackout period. In 2008, the LTI award for each named executive officer was awarded 50% through stock options and 50% through SPUs. A factor in determining the stock option award percentage, relative to the total LTI award, is that CIGNA manages to an annual share usage maximum. In 2008, CIGNA limited the total number of shares used for equity awards in any year to all employees to no more than 2% of the number of shares of common stock outstanding. In 2009, the PRC approved a 20% reduction in all long term incentive targets and a cap on the maximum number of options that could be awarded to each executive officer. These steps were taken to manage the 2009 share usage in light of the stock price depreciation. The number of stock options granted in 2008 and SPUs awarded for the 2008-2010 performance cycle to each named executive officer is set forth in the Grants of Plan Based Awards Table on page 49.

 

The actual payout level for SPUs is determined by the PRC by considering an overall assessment of CIGNA performance against the pre-established goals during the three-year performance period. The PRC also has discretion to reduce the payout due to any unusual factors impacting reported financial results. As with the MIP program, this approach allows the PRC to consider the totality of CIGNA performance in determining final awards, rather than using a purely mechanical formula. In 2008, the PRC elected to make SPU payouts in cash to the named executive officers that had met their stock ownership guidelines at the time of the awards. Messrs. Hanway, Bell, Cordani and Murabito received the SPU payouts in cash and Ms. Petren received half of her SPU payout in CIGNA common stock and half in cash.

 

CIGNA may award transitional SPUs to newly-hired executives, employees who first become eligible to receive SPUs in mid-year due to a promotion and increased responsibilities, and executives whose long-term incentive target is increased mid-year with a resulting increase to his/her SPU target. Transitional SPU awards for executive officers are recommended by the Chief Executive Officer and subject to the PRC’s approval. A typical award of transitional SPUs includes SPUs for three performance periods, because three SPU performance periods are running concurrently at any time. Generally, the number of transitional SPUs awarded is based on the difference between an executive’s current, if any, long-term incentive target and the new target, prorated for the number of months remaining in the respective performance periods.

 

All executives have accountability for achieving SPU goals. Transitional SPUs are awarded to help retain executives and support internal equity so that all executives have a meaningful stake in attaining pre-established SPU performance goals. In that way, executives who become newly eligible to participate in the SPU program, or participate at a higher award level mid-cycle, can be rewarded in the same way as other executives who have already received SPU awards. Mr. Cordani was awarded transitional SPUs in 2008 when he was promoted his LTI target was adjusted to align with primary market data for the President and Chief Operating Officer.

 

SPU payouts for the 2006-2008 period are disclosed in column (g) of the Summary Compensation Table on page 46 and a summary of the SPU program appears in the Summary Compensation Table Narrative on page 48. Payouts for the 2007-2009 periods will be made in 2010. Awards for the 2008-2010 period are listed in the Grants of Plan-Based Awards Table on page 49 and a summary of these SPU programs appears in the narrative to the Grants of Plan-Based Awards Table on page 50.

 

CIGNA calculates the SPU portion of the LTI award by dividing the intended SPU dollar value by $75, the SPU target value.

 

Although the PRC does not generally consider prior awards in determining a subsequent performance period’s awards, it may consider outstanding unvested awards in order to determine existing retention incentive values when there is potential risk of recruitment of the Company’s key executives.

In January 2008, the PRC awarded “off-cycle” grants of options to purchase 215,177 shares of CIGNA common stock to Michael W. Bell, Executive Vice President and Chief Financial Officer, and David M. Cordani, President and Chief Operating Officer. The PRC approved these awards based on the contributions of these officers and in order to reinforce their long-term career potential at CIGNA. Because the awards were approved during a quarterly blackout period, the grant date for each stock option award was the first day following the end of the blackout period.

 

Mr. Cordani was promoted to President and Chief Operating Officer in June 2008. As President and Chief Operating Officer, Mr. Cordani’s role is to lead all ongoing businesses. Given his new role, Mr. Cordani’s total compensation was adjusted to align with the new primary market reference of his position to reflect the change in his position and the value he brings to the Company.

 

CIGNA believes that executive stock ownership is a critical tool used to encourage strong alignment between management and shareholder interests. CIGNA has adopted policies that require named executive officers to have a meaningful economic stake in CIGNA as shareholders. CIGNA believes that requiring executives to meet ownership guidelines encourages them to act in the best long-term interests of CIGNA shareholders.

 

In 2008, the Compensation Consultant compared CIGNA’s stock ownership guidelines to those of its peers and the broader market and found that CIGNA’s guidelines were aligned with market practices. The Compensation Consultant also recommended an increase to the stock ownership guidelines for the President and Chief Operating Officer from three times base salary to four times base salary. The PRC approved the change, effective October 22, 2008. Consistent with market practice, CIGNA’s stock ownership guidelines have the following features:

 

 

CIGNA evaluates situations in which executives are below their guidelines on a case-by-case basis rather than setting a formal deadline for executives to meet stock ownership guidelines. In general, however, CIGNA expects executives to accumulate required shares as quickly as practical.

 

CIGNA has other practices in place to encourage a long-term ownership philosophy for executives including:

 

 

In January 2007, the PRC approved an additional stock ownership practice that requires executive officers to retain, for at least one year, a minimum of 50% of the shares acquired upon exercise of any stock options and 50% of shares acquired upon vesting of restricted stock grants. This mandatory holding period is an additional measure to encourage share retention and align executive officers’ interests with those of CIGNA shareholders.

In addition, each of CIGNA’s named executive officers is prohibited from engaging in a short sale of CIGNA stock to hedge the economic risk of owning CIGNA stock.

 

All of CIGNA’s named executive officers were at or above stock ownership guidelines with the exception of Mr. Cordani who became President and Chief Operating Officer in 2008 and whose ownership guideline was increased subsequent to his promotion and Ms. Petren who joined CIGNA in 2006.

 

Defined Benefit Pension Plans

 

CIGNA maintains the following defined benefit pension plans:

 

 

All of these pension plans are intended to:

 

 

The CIGNA Pension Plan comprises Parts A and B. Part A covers certain employees hired before 1989, while Part B covers all other U.S. employees. The formulas apply equally to named executive officers and other employees. Part A includes a frozen formula based on credited service as of March 31, 2008 and eligible earnings as of December 31, 2009, and effective April 1, 2008 a new cash balance formula that provides a reduced level of benefits.

 

Additional information about pension benefits can be found in the Pension Benefits Table on page 55 and the Pension Benefits Table Narrative beginning on page 55.

 

Nonqualified Deferred Compensation Plan

 

CIGNA provides the named executive officers and certain other employees with the opportunity to defer base salary and annual incentive awards under the CIGNA Deferred Compensation Plan. The purpose of this plan is to provide eligible employees an opportunity to postpone both the receipt of compensation and the income tax on that compensation—typically until after termination of CIGNA employment. Participants elect when to receive a payout and can choose to receive the deferred compensation in a single lump sum or in annual installments. For amounts deferred before 2004, participants can request an accelerated payment of all or part of their account balance subject to a 10% penalty. Otherwise, early withdrawals are permitted only under financial hardship circumstances.

 

In prior years, the PRC also mandated deferral of certain compensation by the Chief Executive Officer because immediate payment of that compensation would not be deductible by CIGNA due to limits imposed by Section 162(m) of the Internal Revenue Code. In 2008 and 2009, the PRC did not mandate deferral of non-performance-based compensation paid to any named executive officer. In future years, the PRC may determine before the beginning of the calendar year that it will mandate deferral of some or all non-performance-based compensation based on an evaluation of the projected amount of non-deductible compensation and current Internal Revenue Code rules.

Additional information regarding deferred compensation can be found in the Nonqualified Deferred Compensation Table on page 58 and the Nonqualified Deferred Compensation Table Narrative on page 58.

 

The named executive officers are eligible to receive all of the benefits offered to CIGNA employees generally, including medical benefits, other health and welfare benefits, participation in the 401(k) Plan (including the Company’s matching contribution), the defined benefit pension plan (as described on page 55) and other voluntary benefits.

 

Perquisites are not a major portion of CIGNA’s total executive compensation. In 2008, CIGNA provided the following benefits and perquisites to its executives, primarily to attract and retain key talent, but also to ensure the safety and security of its executive officers: the use of corporate aircraft; installation and maintenance of security alarm systems at executive officers’ residences; the use of a company car and driver by the Chief Executive Officer and other CIGNA executive officers; payment of costs associated with an annual physical and related tests; membership in an international emergency medical, personal, travel and security assistance program; in-office meals; relocation benefits, which are available on a broad basis to all employees; tax reimbursement for taxes associated with job-related relocation; financial planning, tax preparation, and legal services related to estate planning for executive officer level employees. In recognition of the challenging economic and competitive environment, management has made a decision to discontinue paying for in-office meals.

 

These perquisites and the associated value and methodology for valuation are described in the footnotes to the Summary Compensation Table on page 46.

 

Ms. Petren was hired as the Executive Vice President, General Counsel and Public Affairs beginning May 15, 2006. As part of the negotiated recruitment of a critical executive, Ms. Petren received the following relocation benefits, the value of which is disclosed in the Summary Compensation Table on page 46:

 

 

Additional information about these benefits is included in footnote (8) to the Summary Compensation Table on page 47.

 

Consistent with its compensation philosophy, CIGNA generally does not enter into employment contracts or other advance arrangements with its executive officers that provide for the payment of severance pay upon termination of employment (other than for severance in the event of a termination following a change of control). CIGNA does not provide any single-trigger change in control benefits (that is, a mere change of control itself does not trigger such benefits). As a result, executive officers serve at the will of CIGNA and its Board of Directors and their entitlement to base salary, annual incentives and long-term incentives ceases at termination. Thus, other than after a change of control as outlined below, the PRC has discretion to determine whether to make any salary, bonus or SPU payments to a terminated executive officer. The PRC addresses situations on a case-by-case basis given individual circumstances.

 

CIGNA has also established policies related to the impact of various termination events on stock option and restricted stock awards. If a named executive officer terminates prior to vesting, option and restricted stock awards are generally forfeited subject to specific exceptions. These exceptions include termination of

employment on account of death and disability. In these exceptional cases, awards vest as of the termination date to enable the executive or his or her estate to realize the equity value that existed at the time of the termination event. In the case of voluntary retirement, stock options vest on the date of retirement so that an employee’s decision as to the appropriate date of retirement is not influenced by potential lost compensation. The intent of that arrangement is to avoid discouraging retirement when the executive has reached eligibility for early retirement. For restricted stock, the PRC has the discretion to vest unvested awards at retirement which allows a case-by-case examination of the particular set of circumstances. These policies are designed to enable CIGNA’s Board of Directors or the PRC to remove an executive officer prior to retirement whenever it is in the best interests of CIGNA and to give CIGNA full discretion to develop an appropriate severance package on a case-by-case basis. When an executive officer is removed from his or her position, the PRC exercises its business judgment in approving an appropriate severance arrangement for the individual in light of all relevant circumstances, including, but not limited to, his or her term of employment, past accomplishments, reasons for termination, opportunity for future employment and total unvested compensation. Historically, the PRC has approved varying amounts of severance pay for executive officers.

 

CIGNA’s change of control policies are intended to provide CIGNA’s named executive officers with sufficient economic value in the event of termination so that they are encouraged to continue to act in the best interest of shareholders in evaluating potential transactions. The PRC approved amendments in April 2008 eliminating post-separation financial services and tax preparation benefits for those terminated after a change of control. This action was taken to better align post separation executive benefits to the market place. In addition, the golden parachute excise tax gross-up in a change-in-control situation was made conditional. The components of the change of control payments are as follows:

 

 

As provided by its Board Practices, the Board of Directors has the authority to make retroactive adjustments to any cash incentive compensation paid to executive officers upon certain terms in the event of a restatement of financial results. The Board will, in all appropriate cases and to the full extent permitted by governing law, require reimbursement of any bonus or other cash incentive compensation awarded to an executive officer or

effect the cancellation of unvested restricted or deferred stock awards previously granted to the executive officer if:

 

 

In addition, pursuant to the terms and conditions of CIGNA’s stock option and restricted stock awards, a restitution provision applies to any CIGNA employee, including any named executive officer, who:

 

 

If an executive engages in any of the above “restitution events,” any option gains realized over the two years prior to the “restitution event” and the value of any restricted stock vesting over the year prior to the “restitution event” are required to be paid back to CIGNA. These provisions are designed to discourage executives from engaging in activities that can cause CIGNA competitive harm and to support retention.

 

The following information describes how CIGNA compensates its “named executive officers.”

 

 

This table includes information regarding 2006, 2007 and 2008 compensation for each of the named executive officers. Other tables in this proxy statement provide more detail about specific types of compensation.

 

 

 

 

 

 

 

		Executive								Security Alarm
		Financial								Installation
		Services/Tax								and				Car and				In-Office
		Preparation				Relocation				Maintenance				Driver				Meals				Other				Total
Name		($)(i)				($)(ii)				($)(iii)				($)(iv)				($)(v)				($)(vi)				($)
H. Edward Hanway			9,680				—				601				2,017				1,785				1,122				15,205
David M. Cordani			9,350				—				387				—				378				215				10,330
Carol Ann Petren			7,250				1,504				2,029				—				1,407				665				12,855

 

 

 

 

 

Summary Compensation Table Narrative

 

Annual Incentives

 

Annual incentives are paid in cash in the first quarter of the calendar year following the close of the performance year. The Executive Incentive Plan requires that any bonus award above $3 million is to be made in shares of CIGNA common stock. There were no bonus awards for the 2008 performance year above $3 million.

 

Strategic Performance Units (SPUs)

 

SPUs are performance-based long-term incentive awards denominated in units that can be paid in cash and/or shares of CIGNA common stock. SPU value is based on CIGNA’s performance over a three-year period against pre-established goals as described below. For more information about SPUs, see Long-Term Incentives beginning on page 38.

 

2006-2008 SPUs.  The PRC awarded SPUs for the 2006-2008 performance period in February 2006. Those awards reflect the program design that was adopted in 2005. The PRC has established specific goals with threshold, target and superior ranges of performance and payouts for each level of performance versus the goals within each performance measure.

 

For the 2006-2008 cycle, SPUs are valued based on: (1) CIGNA’s Total Shareholder Return (TSR) relative to that of its health care peer group; and (2) CIGNA’s absolute cumulative adjusted net income for the three year period. The health care peer group consists of the members of CIGNA’s competitive peer group (excluding Coventry which was added at the end of 2007), described on page 32. For the TSR performance measure, the PRC approved three tiers of maximum SPU values based on CIGNA’s ranking relative to its peer group as well as a bottom tier at which no amount will be paid. The PRC approved four tiers of maximum SPU values for the absolute cumulative adjusted net income performance measure as well as a threshold value below which no awards would be paid. Estimated SPU payouts are reported for year 2008 in column (g) of the Summary Compensation Table for all named executive officers.

 

2007-2009 SPUs.  The PRC awarded SPUs for the 2007-2009 performance period in February 2007. Those awards reflect the program design that was adopted in 2005. The PRC has established specific goals with threshold, target and superior ranges of performance and payouts for each level of performance versus the goals within each performance measure.

 

The measures and the levels of performance as well as the peer group are the same as those described for the 2006-2008 cycle.

 

CIGNA has structured the 2006-2008, 2007-2009 and 2008-2010 SPU programs for named executive officers to permit CIGNA to deduct SPU payments to named executive officers as performance-based compensation under Internal Revenue Code Section 162(m). In order for named executive officers to receive any SPU payouts, objective performance goals, set by the PRC, must first be satisfied. The maximum payout per SPU is $200. The PRC may exercise its discretion to reduce the size of awards after applying the criteria described above under 2005-2007 SPUs, 2006-2008 SPUs and 2007-2009 SPUs to establish an appropriate unit value. However, the PRC does not have the authority to increase the size of any SPU awards.

Grants of Plan-Based Awards in Fiscal Year 2008

 

This table provides information about annual incentive targets for 2008 and grants of plan-based awards made in 2008 to the named executive officers. Specifically, the following table captures: (1) the 2008 annual incentive targets and maximum values approved by the PRC for the named executive officers on December 10, 2007 and for Mr. Cordani on June 25, 2008; (2) the stock options granted to the named executive officers on February 27, 2008 by the PRC as part of the annual long-term incentive awards; (3) for Messrs. Bell and Cordani, stock option retention awards granted by the PRC on February 8, 2008; (4) the SPUs approved by the PRC for named executive officers on February 27, 2008 by the PRC; and (5) for Mr. Cordani, the transitional SPUs approved by the PRC on June 25, 2008. The disclosed amounts do not necessarily reflect the actual amounts that will be paid to the named executive officers. Those amounts will be known only at the time the awards vest or become payable.