UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
___________________
(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,  2007
OR
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-8323

CIGNA Corporation
(Exact name of registrant as specified in its charter)
___________________
 
Delaware
06-1059331
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
Two Liberty Place, Philadelphia, Pennsylvania
19192
(Address of principal executive offices)
(Zip Code)
   
Registrant’s telephone number, including area code (215) 761-1000
___________________
 
Securities registered pursuant to section 12(b) of the Act :
 
 
Name of each exchange on
Title of each class
which registered
Common Stock, Par Value $0.25
New York Stock Exchange, Inc.
 
Securities registered pursuant to section 12(g) of the Act:
None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes   X   No __
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  __  No X
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   X   No __
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [    ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]
Accelerated filer [   ]
Non-accelerated filer [   ]
Smaller Reporting Company [   ]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes _ No X
 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2007 was approximately $13.5 billion.
 
As of January 31, 2008, 280,085,645 shares of the registrant’s Common Stock were outstanding.
 
Part III of this Form 10-K incorporates by reference information from the registrant’s proxy statement to be dated on or about March 20, 2008.


 
 

 
 
TABLE OF CONTENTS
 
Page
PART I
 
 
122
 
1
 
2
 
11
 
14
 
16
 
18
 
21
 
22
 
25
 
27
28
35
35
35
36
37
       
PART   II
     
37
38
 
 
39
67
67
 
 
106
106
106
 
It
   
PART III
     
106
 
106
 
106
 
106
106
 
 
107
107
107
       
PART IV
     
107
108
FS-1
E-1

 


 
 
 
Item 1.   BUSINESS

A.      Description of Business

CIGNA Corporation and its subsidiaries constitute one of the largest investor-owned health service organizations in the United States.  Its subsidiaries are major providers of health care and related benefits, the majority of which are offered through the workplace, including: health care products and services;  group disability, life and accident insurance; and workers’ compensation case management and related services.  CIGNA Corporation had consolidated shareholders’ equity of $4.7 billion and assets of $40.1 billion as of December 31, 2007, and revenues of $17.6 billion for the year then ended.  CIGNA’s major insurance subsidiary, Connecticut General Life Insurance Company (“CG Life”), traces its origins to 1865.  CIGNA Corporation was incorporated in the State of Delaware in 1981.

As used in this document, “CIGNA” and the “Company” may refer to CIGNA Corporation itself, one or more of its subsidiaries, or CIGNA Corporation and its consolidated subsidiaries.  CIGNA Corporation is a holding company and is not an insurance company.  Its subsidiaries conduct various businesses, which are described in this Form 10-K.

CIGNA’s revenues are derived principally from premiums, fees, mail order pharmacy, other revenues and investment income as described on page 41 and 42.  The financial results of CIGNA’s businesses are reported in the following segments:

·  
Health Care;

·  
Disability and Life;

·  
International;

·  
Other Operations; and

·  
Run-off Reinsurance.

Available Information

CIGNA’s Internet address is http://www.cigna.com.  CIGNA’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are available through CIGNA’s website as soon as reasonably practicable after the filing or furnishing of such material with the Securities and Exchange Commission.  See “Code of Ethics and Other Corporate Governance Disclosures” in Part III, Item 10 on page 106 of this Form 10-K for additional available information.  

B .      Financial Information about Business Segments

The financial information included in the tables that follow is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”), unless otherwise indicated.  Certain reclassifications have been made to prior years’ financial information to conform to the 2007 presentation.  Industry rankings and percentages set forth below are for the year ended December 31, 2006, unless otherwise indicated.  Unless otherwise noted, statements set forth in this document concerning CIGNA’s rank or position in an industry or particular line of business have been developed internally, based on publicly available information.

Financial data for each of CIGNA’s business segments is set forth in Note 19 to the Financial Statements on page 96 of this Form 10-K.

 
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C .    Health Care
 
CIGNA’s Health Care operations (“CIGNA HealthCare”) offer insured and self-funded medical, dental, behavioral health, vision, and prescription drug benefit plans, health advocacy programs and other products and services that may be integrated to provide individuals with comprehensive health care benefit programs.  CIGNA HealthCare also provides disability and life insurance products that were historically sold in connection with certain experience-rated medical products. These products and services are provided and administered by subsidiaries of CIGNA Corporation.

CIGNA HealthCare is focused on helping to improve the health, well-being and security of the individuals whom CIGNA serves.  CIGNA HealthCare believes the most sustainable approach to enhancing quality and managing health care costs is to fully engage consumers in their own health care.  Therefore, CIGNA HealthCare seeks to engage its members by providing actionable information about health, including information about the cost and quality of care, that members can use to make informed choices about health care for themselves and their families.  

Underlying CIGNA HealthCare’s operations is a foundation of clinical expertise and an ability to provide quality service at a competitive cost.  CIGNA HealthCare’s strengths include:  (1) its ability to integrate medical and specialty product offerings to achieve a more holistic and integrated approach to members’ health that promotes consistent case management; and (2) its ability to provide predictive modeling and other analytical tools (for example, through the Company’s exclusive access to analytical tools and algorithms developed by the University of Michigan), to assist in providing targeted outreach and health advocacy by CIGNA’s clinical professionals to CIGNA HealthCare members.
 
Principal Products and Services and Funding Arrangements

With the exception of HMO and Medicare Part D products, each of CIGNA HealthCare's products (as described below) is offered with multiple funding options (also described below).  CIGNA may sell multiple products under the same funding arrangement to the same customer.  Accordingly, the revenue table included in Management’s Discussion and Analysis (MD&A) on page 49 reflects both the product type and funding arrangement.

Medical

CIGNA HealthCare provides a wide array of products and services to meet the needs of employers and other sponsors of health benefit plans and the employees and dependents participating in these plans, including:

·  
Health Maintenance Organizations "(HMOs") .   HMOs are required by law to provide coverage for all basic health services.  They use various tools to facilitate the appropriate use of health care services through employed and/or contracted health care providers.  HMOs control unit costs by negotiating rates of reimbursement with providers and by requiring that certain treatments be authorized for coverage in advance.  CIGNA HealthCare offers HMO plans that require members to obtain all non-emergency services from participating providers as well as point of service (“POS”) HMO plans that also provide a lesser level of insurance coverage for out-of-network care from non-participating providers.
 
·  
Network, Point of Service ("POS") and Open Access Plus Plans .   CIGNA HealthCare offers a product line of non-HMO managed care benefit plans.  All benefit plans in the managed care product line use meaningful coinsurance differences for “in-network” versus out-of-network care, give members the option of selecting a primary care physician, and use a national provider network, which is somewhat smaller than the national network used with the preferred provider ("PPO") plan product line.  The “Network” product covers only those services provided by CIGNA HealthCare participating providers and emergency services provided by non-participating providers.  POS and Open Access Plus plans cover health care services provided by participating, (“in-network”), and non-participating (“out-of-network”) health care providers.
 
·  
Preferred Provider ("PPO") Plans .   CIGNA HealthCare also offers a PPO product line that features a broader national network with generally less favorable provider discounts than the managed care products described above, no option to select a primary care physician, and in-network and out-of-network coverage, but with lesser benefit incentives to encourage the use of participating providers.

·  
Voluntary Plans .  CIGNA HealthCare's voluntary medical products are offered to employers with 51 or more eligible employees and are designed to meet the needs of the working uninsured (such as hourly or part-time employees) by offering more limited and
 
 
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  more affordable coverage than traditional major medical plans.   CIGNA HealthCare strengthened its presence in the voluntary benefits marketplace in 2006 with the acquisition of the Star HRG SM voluntary health insurance business and the introduction of the Fundamental Care SM product that provides higher coverage levels than other limited benefit plans.

·  
CIGNA Choice Fund ® , Health Reimbursement Arrangement ("HRAs"), Health Savings Accounts ("HSAs") and Flexible Spending Accounts ("FSAs") .   In connection with many of the products described above, CIGNA offers the CIGNA Choice Fund ® suite of consumer-directed products, including HRA, HSA and FSA options.  An HRA allows employers to choose from a variety of benefit plan designs (such as HMO or PPO) and for employees to fund unreimbursed health care expenses with reimbursement account funds that can be rolled over from year to year.  HSA plans allow employers to choose from a variety of benefit plan designs and funding options and combine a high deductible payment feature for a health plan with a tax-preferred savings account offering mutual fund investment options.  Funds in an HSA can be used to pay the deductible and for other eligible tax-deductible medical expenses.  In connection with its consumer-directed products, CIGNA offers Custom Benefit Builder SM , a tool that allows members to customize plan options including copayments and deductible levels, to create a personalized benefit design that meets their individual needs.  In 2007, CIGNA expanded the availability of its HRA plans to smaller businesses with 51-200 employees and also began offering an integrated HSA product to this segment.  The HRA and HSA products for employers with 51-200 employees are now available in 49 states as well as in Puerto Rico and the U.S. Virgin Islands.

·  
Stop-Loss Coverage .   CIGNA HealthCare offers stop-loss insurance coverage to both experience-rated and self-insured plans.  This stop-loss coverage reimburses the plan for claims in excess of some predetermined amount, for either specific individuals, the entire group in aggregate, or both.

·  
Shared Administration Services .   CIGNA HealthCare makes available to self-insured Taft-Hartley trusts shared administration products.  CIGNA HealthCare provides these self-insured plans access to its national provider network and provides claim re-pricing and other services (e.g. utilization management).

Specialty

Health Advocacy and CareAllies SM .  Through its CareAllies SM brand, CIGNA offers medical management, disease management, and health advocacy services to employers and other plan sponsors.  CareAllies SM services are not only offered to members covered under CIGNA HealthCare administered plans but also to those employees who have elected coverage under a plan offered through their employer by competing insurers/third party administrators.  CareAllies SM offers a consistent set of services to address the clinical and administrative inconsistencies that are inherent in the multi-vendor approach.  Through its health advocacy programs, CIGNA HealthCare works to: 

·      
help healthy people stay healthy;

·      
help people change behaviors that are putting their health at risk;

·      
help people with existing health care issues access quality care and practice healthy self-care; and

·      
help people with a disabling illness or injury return to productive work quickly and safely.
 
In addition, CIGNA HealthCare   offers a wide array of programs and services to help individuals improve the health of the mind and body, including:

·      
Early intervention by CIGNA's network of over 2,500 clinical professionals.

·      
CIGNA’s online health assessment, powered by analytics from the University of Michigan Health Management Research Center, which helps members identify potential health risks and learn what they can do to live a healthier life.
 
·      
The CIGNA Well Aware for Better Health ® program, which helps patients with chronic conditions such as asthma, diabetes, depression and weight complications better manage their conditions.

·      
CIGNA Health Advisor ® , one of our fastest-growing offerings, which provides consumers with access to a personal health coach to help them reach their health and wellness goals.

·      
CIGNA's Well Informed program (first available in January 2008), which uses clinical rules-based software to identify potential gaps and omissions
 
 
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  in members' health care through analysis of the Company’s integrated medical, behavioral, pharmacy and lab data allowing CIGNA to communicate the gaps to the member and the member’s doctor.

·      
Online coaching capabilities provided by United Kingdom (U.K.)-based vielife, which CIGNA acquired in 2006.

Behavioral Health .   CIGNA Behavioral Health provides behavioral health care benefit products, behavioral health care management, employee assistance programs, and work/life programs to employer sponsored benefit plans, HMOs, governmental entities and disability insurers.  CIGNA Behavioral Health focuses on integrating its programs and services to facilitate customized, holistic care.

As of December 31, 2007, CIGNA Behavioral Health’s national network had approximately 61,500 access points to independent psychiatrists, psychologists and clinical social workers and approximately 5,200 facilities and clinics that are reimbursed on a contracted fee-for-service basis.

In 2008, CIGNA plans to integrate the CIGNA Behavioral Health, vielife and CareAllies SM brands and operations into a unified Health Solutions unit that will support CIGNA's health advocacy strategy and manage the delivery of the Company’s health and wellness programs, including: condition and disease management, maternity management, case management, lifestyle management, health coaching (including online), employee assistance, work/life balance, mental health and substance abuse, health assessment, oncology support, transplant network/management, 24-hour health information line, wellness consulting, and the Healthy Rewards ® discount program.

Dental .  CIGNA Dental Health offers a variety of dental care products including managed care, dental preferred provider organization (“DPPO”), dental exclusive provider organization (“DEPO”) and traditional indemnity products.  Customers can purchase CIGNA Dental Health products as stand-alone products or integrated with CIGNA HealthCare’s medical products.  As of December 31, 2007, CIGNA Dental Health members totaled approximately 11 million, representing employees at more than one-third of all Fortune 100 companies.  Managed dental care products are offered in 36 states and the District of Columbia through a network of independent providers that have contracted with CIGNA to provide dental services to members.

CIGNA Dental members access care from one of the largest dental HMO and dental PPO networks in the U.S., with approximately 107,000 DPPO-contracted access points (approximately 53,000 unique providers) and approximately 38,000 dental HMO-contracted access points (approximately 10,000 unique providers). 
 
CIGNA Dental Health stresses preventive dentistry; it believes that promoting preventive care contributes to a healthier workforce, an improved quality of life, increased productivity and fewer treatment claims and associated costs over time.  CIGNA Dental Health offers members a dental treatment cost estimator and a dental plan cost estimator to educate individuals on oral health and aid them in their dental health care decision-making.
 
Pharmacy .   CIGNA HealthCare offers prescription drug plans to its insured and self-funded customers both in conjunction with its medical products and on a stand-alone basis.  CIGNA HealthCare has a nationwide network of approximately 57,000 contracted pharmacies that it uses in connection with its HMO, Network, POS, PPO and Choice Fund ® products.  In addition, CIGNA HealthCare provides managed pharmacy benefit programs in connection with its HMO and POS products as well as Pharmacy Outcome Improvement programs that take a holistic approach to helping improve outcomes for members and managing medical costs for customers.

CIGNA HealthCare's pharmacy products and services are a part of the Company’s efforts to integrate clinical programs and case management across medical, behavioral and pharmacy, and implement effective cost-management programs.  Programs that reflect this integration of medical, behavioral and pharmacy offerings include:

·  
a prescription drug price comparison tool that gives members price comparisons on branded and generic drugs from pharmacy retailers and mail order, showing out-of-pocket as well as total anticipated costs, of the prescription;
   
·  
DrugCompare TM and Medication Library where members can obtain detailed information and comparisons of medications;

·  
Prescription Claim History Tool, which enables consumers to see their combined retail and home delivery prescription history to help plan for and track out-of-pocket expenses; and

·  
CIGNA HealthCare’s Step Therapy Program, which gradually encourages members to use generic drugs
 
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  for anti-ulcer, hypertension, high cholesterol and allergic rhinitis medications through communications with the consumer and the consumer’s physician.

CIGNA Tel-Drug ® .   CIGNA HealthCare also offers cost-effective mail order, telephone and on-line pharmaceutical fulfillment services through its CIGNA Tel-Drug ® operation .   CIGNA Tel-Drug Home Delivery Pharmacy provides a member-focused, efficient home delivery pharmacy with high standards of quality, accuracy and member care relating to maintenance and specialty medications.  Orders may be submitted through the mail, via phone or through the internet at myCIGNA.com.  Refill reminders, generic conversion programs and 24-hour access to licensed pharmacists support CIGNA's goals of low net cost, medication adherence and member service, resulting in a positive Return on Health   SM .

Medicare Part D .  CIGNA's Medicare Part D prescription drug program, CIGNA Medicare Rx SM , provides a number of plan options as well as service and information support to medicare-eligible members aged 65 and over.  CIGNA Medicare Rx SM is available in all 50 states and the District of Columbia.

Retail Pharmacies .   CIGNA operates 18 retail pharmacies, including on-site retail pharmacies for customers to serve the needs of CIGNA HealthCare members.

Funding Arrangements

The segment’s health care products and services are offered through the following funding arrangements:

·  
guaranteed cost;

·  
retrospectively experience-rated (including minimum premium funding arrangements); and
 
·  
service.
 
Guaranteed Cost Under guaranteed cost funding arrangements, group policyholders pay a fixed premium and CIGNA bears the risk for claims and costs that exceed the premium.  The HMO product is offered only on a guaranteed cost basis.

Retrospectively Experience-rated (Including Minimum Premium) Under retrospectively experience-rated funding arrangements, a premium that typically includes a margin to partially protect against adverse claim fluctuations is determined at the beginning of the policy period.  CIGNA generally bears the risk if claims and expenses exceed premiums, but has the potential to recover these deficits from margins in future years if coverage is renewed.  For additional discussion, see “Pricing, Reserves and Reinsurance” on page 7.

Under minimum premium funding arrangements, instead of simply paying a fixed monthly premium, the group policyholder establishes and funds a bank account and authorizes the insurer to draw upon funds in the account to pay claims.  The policyholder pays a monthly residual premium while the policy is in effect and a supplemental premium (to cover reserves for run-out claims and expenses) upon termination.  Minimum premium funding arrangements combine insurance protection with an element of self-funding.  The policyholder is responsible for funding all claims up to a predetermined aggregate, maximum amount, and CIGNA bears the risk for claim costs incurred in excess of that amount.  CIGNA has the potential to recover this deficit from margins in future years if the policy is renewed.  Accordingly, minimum premium funding arrangements have a risk profile similar to retrospectively experience-rated insurance arrangements.

Service Under the service funding arrangement, CIGNA HealthCare contracts with employers on an administrative services only (“ASO”) basis to administer claims.  CIGNA HealthCare collects administrative service fees in exchange for providing ASO plans with access to CIGNA HealthCare's applicable participating provider network and for providing other services and programs, including: quality management, utilization management; cost containment; health advocacy; 24-hour help line; case management; disease management; pharmacy benefit management; behavioral health care management services (through its provider networks); or a combination of the above.  The employer/plan sponsor is responsible for self-funding all claims, but may purchase stop-loss insurance from CIGNA HealthCare or other insurers for claims in excess of some predetermined amount, for either individuals, the entire group in aggregate, or both.

Financial information regarding premiums and fees is presented on page 48 in the MD&A section of this Form 10-K.  Other financial information about the Health Care segment is presented elsewhere in the MD&A section and
 
 
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Note 19 to CIGNA's 2007 Financial Statements on page 96 of this Form 10-K.

Service and Quality

CIGNA HealthCare operates eight service centers that together processed approximately 107 million medical claims in 2007.  Satisfying customers and members is a primary business objective and critical to the Company’s success.  To address a variety of member issues, CIGNA HealthCare offers members access to its grievance and appeals processes.  CIGNA operates six member service centers that members can call toll-free to address requests for information and complaints and grievances.  CIGNA HealthCare customer service represe ntatives are empowered to immediately resolve a wide range of issues to help members obtain the most from their benefit plan.  In many cases, a customer service representative can resolve the member’s issue.  If an issue cannot be resolved informally, CIGNA HealthCare has a formal appeals process that can be initiated by telephone or in writing and involves two levels of internal review.  For those matters not resolved by internal reviews, CIGNA HealthCare members are offered the option of a voluntary external review of claims.  The CIGNA HealthCare formal appeals process addresses member inquiries and appeals concerning initial medical necessity based coverage determinations and other benefits/coverage determinations.  CIGNA HealthCare’s formal appeals process meets National Committee for Quality Assurance (NCQA), Employee Retirement Income Security Act (ERISA), Utilization Review Accreditation Commission (URAC) and/or applicable state regulatory requirements.

CIGNA HealthCare's commitment to promoting quality care and service to its customers is reflected in a variety of activities, including:  the credentialing of medical providers and facilities that participate in CIGNA HealthCare's managed care and PPO networks; the development of the CIGNA Care Network ® described below, and participation in initiatives that provide information to members to enable educated health care decision making.
 
Participating Provider Network .  CIGNA has an extensive national network of participating health care providers, which as of December 31, 2007 consisted of  approximately 5,100 hospitals and approximately 542,000 providers as well as other facilities, pharmacies and vendors of health care services and supplies.  As of December 31, 2006, CIGNA's national network of participating health care providers consisted of approximately 5,000 hospitals and approximately 519,000 providers.

In most instances, CIGNA contracts directly with the participating provider to provide covered services to members at agreed-upon rates of reimbursement.  In some instances, however, CIGNA companies contract with third parties for access to their provider networks.  In addition, CIGNA has entered into strategic alliances with several regional managed care organizations (Tufts Health Plan, HealthPartners, Inc., Health Alliance Plan, and MVP Health Plan) to gain access to their market leading provider networks and discounts.

CIGNA Care Network ® .   CIGNA Care Network ® is a benefit design option available for CIGNA HealthCare administered plans in 58 service areas across the country.  CIGNA Care Network ® is a subset of participating physicians in certain specialties who are designated as CIGNA Care Network ® providers based on specific quality and cost-efficiency selection criteria.  Members pay reduced co-payments or co-insurance when they receive care from a specialist designated as a CIGNA Care Network ® provider.  CIGNA participating specialists are evaluated annually for the CIGNA Care Network ® designation.

Provider Credentialing .   CIGNA HealthCare credentials physicians, hospitals and other health care providers in its participating provider networks using quality criteria which meets or exceeds the standards of external accreditation or state regulatory agencies, or both.  Typically, most providers are recredentialed every three years.

Health Plan Credentialing .   Each of CIGNA’s 23 HMO and POS plans that have undergone an accreditation review have earned the highest rating possible – Excellent – from the NCQA and have earned Distinction for NCQA's Quality Plus Member Connections and Physician and Hospital Quality standards.  The Member Connections standards assess a plan's web-based and telephonic consumer decision support tools.  The Physician and Hospital Quality standards assess how well a plan provides members with information about physicians and hospitals in its network to help consumers make informed health care decisions.  In early 2008, CIGNA received “Full” accreditation (the highest rating possible) from NCQA for its PPO plans and for CIGNA’s Open Access Plus plans nationwide.  The case management and utilization management programs provided to CIGNA members have been awarded full accreditation by URAC.
 
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HEDIS ® Measures .   In addition, CIGNA participates in NCQA’s Health Plan Employer Data and Information Set (“HEDIS ® ”) Quality Compass Report.  HEDIS ® Effectiveness of Care measures are a standard set of metrics to evaluate the effectiveness of managed care organization clinical programs.  CIGNA’s national results compare favorably to industry averages.

Technology .   CIGNA HealthCare understands the critical importance of information technology to the level of service the Company is able to provide to its customers and to the continued growth of the health care business.  The health care marketplace is evolving and the level of service that is acceptable to consumers today may not be acceptable tomorrow.  Therefore, CIGNA HealthCare continues to invest in its information technology infrastructure and capabilities including technology essential to fundamental claim administration and customer service, as well as tools and Internet-enabled technology that support CIGNA HealthCare's focus on engaging members in health care decisions.

For example, CIGNA HealthCare has developed a range of consumer decision support tools including:

·  
myCIGNA.com, CIGNA’s consumer Internet portal.  The portal is personalized with each member’s CIGNA medical, dental and pharmacy plan information;

·  
myCignaPlans.com, a website which allows prospective members to compare plan coverage and pricing options, before enrolling, based on a variety of factors.  The application gives consumers information on the total health care cost to them and their employer;
 
·
a number of interactive online cost and quality information tools that compare hospital quality and efficiency information, prescription drug choices and average price estimates and member-specific average out-of-pocket cost estimates for certain medical procedures; and

·
Health Risk Assessment, an online interactive tool through which consumers can identify potential health risks and monitor their health status.

In addition, a special website designed for seniors was launched in 2007 to offer customized features as well as access to both the myCIGNA.com and cigna.com websites.

Pricing, Reserves and Reinsurance

Premiums and fees charged for HMO and most health insurance products and life insurance products are generally set in advance of the policy period and are guaranteed for one year.  Premium rates are established either on a guaranteed cost basis or on a retrospectively experience-rated basis.

Charges to customers established on a guaranteed cost basis at the beginning of the policy period cannot be adjusted to reflect actual claim experience during the policy period.  A guaranteed cost pricing methodology reflects assumptions about future claims, health care inflation (unit cost, location of delivery of care and utilization), the adequacy of fees charged for administration and risk assumption, effective medical cost management, expenses, credit risk, enrollment mix, investment returns, and profit margins.  Claim and expense assumptions may be based in whole or in part on prior experience of the account or on a pool of accounts, depending on the group size and the statistical credibility of the experience.  Generally, guaranteed cost groups are smaller and less statistically credible than retrospectively experience-rated groups.  In addition, pricing for health care products that use networks of contracted providers reflects assumptions about the impact of the reimbursement rates in the provider contracts on future claims.  Premium rates may vary among accounts to reflect the anticipated contract mix, family size, industry, renewal date, and other cost-predictive factors.  In some states, premium rates must be approved by the state insurance departments, and state laws may restrict or limit the use of rating methods.

Premiums established for retrospectively experience-rated business may be adjusted for the actual claim and, in some cases, administrative cost experience of the account through an experience settlement process subsequent to the policy period.  To the extent that the cost experience is favorable in relation to the prospectively determined premium rates, a portion of the initial premiums may be credited to the policyholder as an experience refund.  If claim experience is adverse in relation to the initial premiums, CIGNA may recover the resulting experience deficit, according to contractual provisions, through future premiums and experience settlements, provided the policy remains in force.
 
 
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CIGNA HealthCare contracts on an ASO basis with customers who fund their own claims.  CIGNA HealthCare charges these customers administrative fees based on the expected cost of administering their self-funded programs.  In some cases, CIGNA provides performance guarantees related to its administrative function.  If these standards are not met, CIGNA HealthCare may be financially at risk up to a stated percentage of the contracted fee or a stated dollar amount.

In addition to paying current benefits and expenses under insurance policies and HMO service agreements, CIGNA HealthCare establishes reserves for amounts estimated to settle reported claims not yet paid, as well as claims incurred, but not yet reported.  Also, liabilities are established for estimated experience refunds based on the results of retrospectively experience-rated policies and applicable contract terms.

As of December 31, 2007, approximately $1.08 billion, or 69% of the reserves of CIGNA's Health Care operations comprise liabilities that are likely to be paid within one year, primarily for medical and dental claims, as well as certain group disability and life insurance claims.  Of the reserve amount expected to be paid within one year, $258 million relates to amounts recoverable from certain ASO customers and from minimum premium policyholders, and is offset by a receivable.  The remaining reserves related primarily to contracts that are short term in nature, but have long term payouts and include liabilities for group long-term disability insurance benefits and group life insurance benefits for disabled and retired individuals, benefits paid in the form of both life and non-life contingent annuities to survivors and contract holder deposit funds.
 
CIGNA HealthCare credits interest on experience refund balances to retrospectively experience-rated policyholders through rates that are set at CIGNA HealthCare’s discretion taking investment performance and market rates into consideration.  Generally, for interest-crediting rates set at CIGNA HealthCare’s discretion, higher rates are credited to funds with longer terms reflecting the fact that higher yields are generally available on investments with longer maturities.  For 2007, the rates of interest credited ranged from 3.25% to 4.30%, with a weighted average rate of 3.70%.

The profitability of CIGNA HealthCare's fully insured health care products depends on the adequacy of premiums charged relative to claims and expenses.  For medical and dental products, profitability reflects the accuracy of cost projections for health care (unit costs and utilization), the adequacy of fees charged for administration and risk assumption and effective medical cost and utilization management.

CIGNA HealthCare reduces its exposure to large catastrophic losses under group life, disability and accidental death contracts by purchasing reinsurance from unaffiliated reinsurers.

Markets and Distribution

CIGNA HealthCare targets the following markets for its products:

·  
national accounts, which are multi-site employers with more than 5,000 employees;

·  
regional accounts, which are generally defined as multi-site employers with more than 200 but fewer than 5,000 employees, and single-site employees with more than 200 employees;

·  
small business and individual, which includes employers with 2 - 200 employees and individuals;

·  
government, which includes employees in federal, state and local governments, primary and secondary schools, and colleges and universities;

·  
Taft-Hartley plans, which includes members covered by union trust funds;

·  
seniors, which focuses on the health care needs of individuals 50 years and older; and

·  
voluntary, which focuses on employers with working uninsured employees.

To date, the national and regional account markets have comprised a significant amount of CIGNA HealthCare's business.

CIGNA HealthCare employs group sales representatives to distribute its products and services through insurance brokers and insurance consultants or directly to employers.  CIGNA HealthCare also employs representatives to sell utilization review services, managed behavioral health care and employee assistance services directly to insurance companies, HMOs, third party administrators and employer groups.  As of December 31, 2007, the field sales force for the products and services of this segment consisted of approximately 840 sales representatives in approximately 100 field locations.
 
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Competition

CIGNA HealthCare's business is subject to intense competition, and industry consolidation has created an even more competitive business environment.  While no one competitor or small number of competitors dominates the health care market, CIGNA expects a continuing trend of consolidation in the industry with the emergence of consumer engagement intensifying this trend.

In certain geographic locations some health care companies may have significant market share positions.  A large number of health care companies and other entities compete in offering similar products.  Competition in the health care market exists both for employers and other groups sponsoring plans and for the employees in those instances where the employer offers its employees the choice of products of more than one health care company.  Most group policies are subject to annual review by the policyholder, who may seek competitive quotations prior to renewal.
 
The principal competitive factors are: quality of service; scope; cost-effectiveness and quality of provider networks; effectiveness of medical care management; product responsiveness to the needs of customers and their employees; cost-containment services; technology; price; and effectiveness of marketing and sales.  In addition, financial strength of the insurer, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor.  For more information concerning insurance ratings, see “Ratings” in Section J beginning on page 25.  CIGNA HealthCare believes that its national scope, integrated approach to consumer engagement, breadth of product and funding offerings, clinical care and medical management capabilities and funding options are strategic competitive advantages.  These advantages allow CIGNA to respond to the diverse needs of its customer base in each market in which it operates.  CIGNA also believes that its focus on helping to improve the health, well-being and security of its members will allow it to distinguish itself from its competitors.

The principal competitors are:

·  
other large insurance companies that provide group health and life insurance products;

·  
Blue Cross and Blue Shield organizations;

·  
stand-alone HMOs and PPOs;

·  
third party administrators;

·  
HMOs affiliated with major insurance companies and hospitals; and

·  
national managed pharmacy, behavioral health and utilization review services companies.

Competition also arises from smaller regional or specialty companies with strength in a particular geographic area or product line, administrative service firms and, indirectly, self-insurers.  In addition to these traditional competitors, a new group of competitors is emerging.  These new competitors are focused on delivering employee benefits and services through Internet-enabled technology that allows consumers to take a more active role in the management of their health.  This is accomplished primarily through financial incentives and access to enhanced medical quality data.  The effective use of the Company’s health advocacy capabilities, decision support tools (some of which are web-based) and enabling technology are critical to success in the health care industry, and CIGNA believes they will be competitive differentiators.  CIGNA believes that it has the capabilities and appropriate strategy to allow it to compete against both traditional and new competitors.
 
Industry Developments and Strategic Overview

Both state and federal lawmakers have supported a broad range of health care reform efforts due to the recent demand for changes to the health care industry.  The proposal and/or passing of any reform initiatives would affect the health care industry in general and CIGNA, specifically. CIGNA advocates creating a value-based healthcare system that makes access to care universal, fosters and rewards quality, and makes care more affordable by educating consumers to the true costs and quality of care and supporting better decision making.  CIGNA envisions such a system as a partnership between private and public sectors, taking the best of what the private and public sector programs offer and creating a system that addresses the needs of all.  CIGNA is intensely involved in developing workable solutions for reforming America's healthcare system.
 
As part of its business strategy, CIGNA continually evaluates potential acquisitions and other transactions that could enhance the Company’s competitive capabilities and provide a basis for membership growth and/or improved medical costs.  In 2007 CIGNA   entered into a definitive agreement to acquire the assets of Great-West Healthcare, the healthcare division of Great-West Life & Annuity and   acquired Sagamore Health Network, Inc., an Indiana-based health care provider network vendor.
 
 
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Also, in connection with CIGNA's long-term business strategy, the Company intends to continue to focus on  the fundamentals of its health care business in order to provide consistent, reliable service to customers at a competitive cost;  differentiating the health care business from its competitors by facilitating consumer engagement to realize improvement in the individual’s health and well-being; and  segment expansion, particularly in the voluntary, individual, small employer (fewer than 200 employees) and seniors markets, in which CIGNA HealthCare expects high-growth opportunities that complement its core business.


 
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D .    Disability and Life

Principal Products and Services

CIGNA's Disability and Life operations provide the following insurance products and their related services:  group life insurance, long-term and short-term disability insurance, workers’ compensation and disability case management, and accident and specialty insurance.  These products and services are provided by subsidiaries of CIGNA Corporation.

Disability Insurance

CIGNA markets group long-term and short-term disability insurance products and services in all states and statutorily required disability insurance plans in certain states.  These products and services generally provide a fixed level of income to replace a portion of wages lost because of disability. They also provide assistance to the employee in returning to work and assistance to the employer in managing the cost of employee disability.  Group disability coverage is typically employer-paid or a combination of employer and employee-paid.

CIGNA also provides case management and related services to workers’ compensation insurers and employers who self-fund workers’ compensation and disability benefits.

CIGNA’s disability insurance products may be integrated with behavioral programs, workers’ compensation, medical programs, social security advocacy, and the Family and Medical Leave Act and leave of absence administration.  CIGNA believes this integration provides customers with increased efficiency and effectiveness in disability claims management, enhances productivity and reduces overall costs to employers.  Combining CIGNA disability and medical programs provides enhanced opportunities to influence outcomes, reduces the cost of both medical and disability events and improves the return to work rate.  CIGNA has formalized an integrated approach to health and wellness through the  Disability and Healthcare Connect Program.  This program uses information from the CIGNA HealthCare and Disability databases to help identify, treat and manage disabilities before they become chronic, longer in duration and more costly.  Proactive outreach from CIGNA Behavioral Health assists employees suffering from a mental health condition, either as a primary condition or as a result of another condition.  CIGNA may receive fees for providing these integrated services to clients.

CIGNA is a leader in returning employees to work quickly.  Shorter disability claim durations mean higher productivity and lower cost for employers and a better quality of life for their employees.  Employees also report a high degree of satisfaction with the support CIGNA provides them to manage their disabilities and return them back to work.  Data from a 2006 customer satisfaction survey showed that 9 out of 10 of CIGNA's short-term and long-term disability claimants were satisfied or very satisfied with how their claims were handled.

Approximately 5,600 disability policies covering approximately 4.3 million lives were outstanding as of December 31, 2007.
 
Life Insurance

Group life insurance products include group term life and group universal life.  Group term life insurance may be employer-paid basic life insurance or employee-paid supplemental life insurance.

CIGNA no longer actively markets group universal life insurance, but continues to administer the product for existing contractholders.  Group universal life insurance is a voluntary life insurance product in which the owner may accumulate cash value.  The cash value earns interest at rates declared from time to time, subject to a minimum guaranteed rate, and may be borrowed, withdrawn, or used to fund future life insurance coverage.  With group variable universal life insurance, the cash value varies directly with the performance of the underlying investments and neither the return nor the principal is guaranteed.
 
Approximately 6,100 group life insurance policies covering approximately 6.0 million lives were outstanding as of December 31, 2007.
 
Other

CIGNA offers personal accident insurance coverage, which consists primarily of accidental death and dismemberment and travel accident insurance to employers.  Group accident insurance may be employer-paid or employee-paid.

CIGNA also offers specialty insurance services that consist primarily of life, accident and disability insurance to professional associations, financial institutions, schools and participant organizations.

Voluntary benefits are those principally paid by the employee and are offered at the employer’s worksite.
 
 
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CIGNA plans provide, among other services, flexible enrollment options, list billing, medical underwriting, and individual record keeping. CIGNA designed its voluntary offerings to offer employers a complete and simple way to manage their benefits, including personalized enrollment communication and administration of the benefits program.

Markets and Distribution

CIGNA markets the group insurance products and services described above to employers, employees, professional and other associations and groups.  In marketing these products, CIGNA targets customers with 50 or more employees and employs group sales representatives to distribute the products and services of this segment through insurance brokers and consultants.  As of December 31, 2007, the field sales force for the products and services of this segment consisted of approximately 200 sales professionals in 27 field locations.

Pricing, Reserves and Reinsurance

Premiums and fees charged for disability and life insurance products are generally established in advance of the policy period and are generally guaranteed for one to three years, but contracts may be subject to early termination.

Premium rates reflect assumptions about future claims, expenses, credit risk, investment returns and profit margins. Claim and expense assumptions may be based in whole or in part on prior experience of the account or on a pool of accounts, depending on the group size and the statistical credibility of the experience.

Fees for universal life insurance products consist of mortality, administrative and surrender charges assessed against the policyholder’s fund balance.  Interest credited and mortality charges for universal life, and mortality charges on variable universal life, may be adjusted prospectively to reflect expected interest and mortality experience.

In addition to paying current benefits and expenses, CIGNA establishes reserves in amounts estimated to be sufficient to pay reported claims not yet paid, as well as claims incurred but not yet reported.  For liabilities with longer-term pay-out periods such as long-term disability, reserves represent the present value of future expected payments.  CIGNA discounts these expected payments using assumptions for interest rates and the length of time over which claims are expected to be paid. The annual effective interest rate assumption used in determining reserves for most of the long-term disability insurance business is 4.75% for claims that were incurred in 2007 and 2006.  For universal life insurance, CIGNA establishes reserves for deposits received and interest credited to the contractholder, less mortality and administrative charges assessed against the contractholder’s fund balance.

The profitability of this segment’s products depends on the adequacy of premiums charged relative to claims and expenses.  Effectiveness of return to work programs as well as adequate return on invested assets impact the profitability of disability insurance products.  For life insurance products, the degree to which future experience deviates from mortality, morbidity and expense assumptions also affect profitability.
 
In order to reduce its exposure to large individual and catastrophe losses under group life, disability and accidental death contracts CIGNA purchases reinsurance from unaffiliated reinsurers.
 
Competition

The principal competitive factors that affect the products of the Disability and Life segment are underwriting and pricing, the quality and effectiveness of claims management, relative operating efficiency, distribution methodologies and producer relations, the variety of products and services offered, and the quality of customer service.  The Company believes that CIGNA's claims management capabilities provide a competitive advantage in this marketplace.

For certain products with longer-term liabilities, such as group long-term disability insurance, the financial strength of the insurer, as indicated by ratings issued by nationally recognized rating agencies, is also a competitive factor.  For more information concerning insurance ratings, see “Ratings” in Section J beginning on page 25.

The principal competitors of CIGNA’s group disability, life and accident businesses are other large and regional insurance companies that market and distribute these types of products.

As of December 31, 2007, CIGNA is one of the top providers of group disability, life and accident insurance, based on premiums.
 
 
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Industry Developments and Strategic Initiatives

The group insurance market remains highly competitive as the rising cost of providing medical coverage to employees has forced companies to reevaluate their overall employee benefit spending.  Demographic shifts have further driven demand for products and services that are sufficiently flexible to meet the evolving needs of employers and employees who want innovative, cost-effective solutions to their insurance needs.

Employers are also expressing a growing interest in employee wellness, absence management and productivity and recognizing a strong link between   health, productivity and their profitability.  As a result, employers are looking to offer programs that promote a healthy lifestyle, offer assistance in returning to work and integrate healthcare and disability programs. CIGNA believes it is well positioned to deliver integrated solutions that address these broad employer and employee needs.   CIGNA also believes that its strong disability management portfolio and fully integrated programs provide employers and employees tools to prevent disability and mitigate its impact on health, productivity and the employers’ profitability.


 
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E .     International

CIGNA’s international operations offer life, accident and supplemental health insurance products and international health care products and services.  These products and services are provided by subsidiaries of CIGNA Corporation, including foreign operating entities.

Principal Products and Markets

Life, Accident and Supplemental Health Insurance

CIGNA International’s life, accident and supplemental health insurance products generally provide simple, affordable coverage of risks for the health and financial security of individuals.  These products are marketed primarily through distribution partners with whom the individual has an affinity relationship.  Supplemental health products provide a specified payment for a variety of health risks and include personal accident, accidental death, critical illness, hospitalization, cancer and other dread disease coverages.  Variable universal life insurance products are also included in the product portfolio.  CIGNA International’s life, accident and supplemental health insurance operations are located in South Korea, Taiwan, Hong Kong, Indonesia, New Zealand, People’s Republic of China, Thailand, and the European Union.  In the third quarter of 2007, CIGNA sold its Chilean insurance operations.  In the third quarter of 2006, CIGNA entered into negotiations to sell its Brazilian life insurance business which is in run-off. The sale, which is subject to regulatory approval, is expected to close in 2008.

International Health Care Benefits

CIGNA International’s health care operations primarily consist of products and services to meet the needs of multinational companies and their expatriate employees and dependents.  These benefits include medical, dental, vision, life, accidental death and dismemberment and disability products.  The customers of CIGNA International’s expatriate benefits business are multinational companies and international organizations headquartered in the United States, Canada, Europe, the Middle East and other international locations.  The expatriate benefits products and services are offered through guaranteed cost, experience-rated, administrative services only, and minimum premium funding arrangements. For definitions of funding arrangements, see “Funding Arrangements” in Section C on page 5.

In addition, CIGNA International’s health care operations include medical products, which are provided through group benefits programs in the United Kingdom and Spain. These products are primarily medical indemnity insurance coverage, with some offerings having managed care or administrative service aspects.  These products generally provide an alternative or supplement to government programs.  In the fourth quarter of 2007, CIGNA sold its Guatemalan health insurance operations.

Distribution

CIGNA International’s life, accident and supplemental health insurance products are distributed primarily through direct marketing channels, such as outbound telemarketing, in-branch bancassurance and direct response television.  Marketing campaigns are conducted through these channels under a variety of arrangements with affinity partners.  These affinity partners primarily include banks, credit card companies and other financial institutions.

CIGNA International’s health care products are distributed through independent brokers and consultants, select partners as well as CIGNA International’s own sales personnel.
 
Pricing, Reserves and Reinsurance

Premiums for CIGNA International’s life, accident and supplemental health insurance products are based on assumptions about mortality, morbidity, customer retention, expenses and target profit margins, as well as interest rates.  The profitability of these products is affected by the degree to which future experience deviates from these assumptions.
 
Fees for variable universal life insurance products consist of mortality, administrative, asset management and surrender charges assessed against the contractholder’s fund balance.  Mortality charges on variable universal life may be adjusted prospectively to reflect expected mortality experience.

Premiums and fees for CIGNA International’s health care products reflect assumptions about future claims, expenses, investment returns, and profit margins.  For products using networks of contracted providers, premiums reflect assumptions about the impact of provider contracts and utilization management on future claims.  Most of the premium volume for the medical indemnity business is on a guaranteed cost basis.  Other
 
 
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premiums are established on an experience-rated basis.  Most contracts permit rate changes at least annually.

The profitability of health care products is dependent upon the accuracy of projections for health care inflation (unit cost, location of delivery of care and utilization), the adequacy of fees charged for administration and risk assumption and, in the case of managed care products, effective medical cost management.

In addition to paying current benefits and expenses, CIGNA International establishes reserves in amounts estimated to be sufficient to settle reported claims not yet paid, as well as claims incurred but not yet reported. Additionally, for some individual life insurance and supplemental health insurance products, CIGNA International establishes policy reserves which reflect the present value of expected future obligations less the present value of expected future premiums net of costs and profits.  CIGNA International defers acquisition costs incurred in the sales of long-duration life, accident and supplemental health products.  For most products, these costs are amortized in proportion to premium revenue recognized, the timing of which is impacted by customer retention.  For variable universal life products, acquisition costs are amortized in proportion to expected gross profits.

CIGNA International reduces its exposure to large and/or multiple losses arising out of a single occurrence by purchasing reinsurance from unaffiliated reinsurers.

Competition

Competitive factors in CIGNA International’s life, accident and supplemental health operations include product innovation and differentiation, efficient management of direct marketing processes, commission levels paid to distribution partners, and quality of claims and policyholder services.

The principal competitive factors that affect CIGNA International’s health care operations are underwriting and pricing, relative operating efficiency, relative effectiveness in medical cost management, product innovation and differentiation, producer relations, and the quality of claims and customer service.  In most overseas markets, perception of financial strength is also an important competitive factor.

For the life, accident and supplemental health insurance line of business, locally based competitors are primarily locally based insurance companies, including insurance subsidiaries of banks.  However, insurance company competitors in this segment primarily focus on traditional product distribution through captive agents, with direct marketing being a secondary objective.  CIGNA International estimates that it has less than 2% market share of the total life insurance premiums in any given market in which it operates.

For the expatriate benefits business, CIGNA International is a market leader in the U.S., whose primary competitors include U.S.-based and European health insurance companies with global expatriate benefits operations.  For the health care operations in the UK and Spain, the primary competitors are regional and local insurers, with CIGNA's market share at less than 5% of the premiums of the total local healthcare market.
 
CIGNA International expects that the competitive environment will intensify as U.S. and Europe-based insurance and financial services providers pursue global expansion opportunities.

CIGNA International conducts some of its international health care benefits operations and all of its life, accident and supplemental health insurance operations through foreign operating entities that maintain assets and liabilities in local currencies.  This reduces the exposure to economic loss resulting from unfavorable exchange rate movements.  For information on the effect of foreign exchange exposure, see “Market Risk” on page 62 and Note 2(R) to CIGNA’s 2007 Financial Statements on page 78 of this Form 10-K.
 
South Korea represents the single largest geographic market for CIGNA International’s businesses.  In 2007, South Korea generated 31% of CIGNA International’s revenues and 41% of its segment earnings.  For information on the concentration of risk with respect to CIGNA International’s business in South Korea, see “Other Items Affecting International Results” on page 53 of this Form 10-K.

Industry Developments

Pressure on social health care systems and increased wealth and education in emerging markets is leading to higher demand for products providing health insurance and financial security.  In the life, accident and supplemental health business, direct marketing is growing and attracting new competitors while industry consolidation among financial institutions and other affinity partners continues.  For the international health care benefits business, trade liberalization and rapid economic growth in emerging markets is leading to multi-national companies expanding foreign operations.


 
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F .     Other Operations

Other Operations consists of:

·       non-leveraged and leveraged corporate-owned life insurance;

·       deferred gains recognized from the 1998 sale of the individual life insurance and annuity business and the 2004 sale of the retirement benefits business; and

·       run-off settlement annuity business.

The products and services related to these operations are or were offered by subsidiaries of CIGNA Corporation.

Corporate-owned Life Insurance (“COLI”)

Principal Products and Markets

The principal products of the COLI business are permanent insurance contracts sold to corporations to provide coverage on the lives of certain of their employees.  Permanent life insurance provides coverage that, when adequately funded, does not expire after a term of years.  The contracts are primarily non-participating universal life policies.  The key distinction between leveraged and non-leveraged COLI products is that, with leveraged COLI, the product design anticipates borrowing by the policy owner of a portion of the surrender value, while policy loans are not a significant feature of non-leveraged COLI.

Universal life policies typically provide flexible coverage and flexible premium payments.  Policy cash values fluctuate with the amount of the premiums paid, mortality and expense charges assessed, and interest credited to the policy. Variable universal life policies are universal life contracts in which the cash values vary directly with the performance of a specific pool of investments underlying the policy.

The principal services provided by the corporate-owned life insurance segment are issuance and administration of the insurance policies (e.g., maintenance of records regarding cash values and death benefits, claims processing, etc.) as well as oversight of the investment management for separate account assets that support the variable universal life product.  The principal markets for COLI products are mid to large sized corporations, including banks.

Product Features

Cash values on universal life policies are credited interest at a declared interest rate that reflects the anticipated investment results of the assets backing these policies and may vary with the characteristics of each product.  Universal life policies generally have a minimum guaranteed declared interest rate which may be cumulative from the issuance date of the policy.  The declared interest rate may be changed monthly, but is generally changed less frequently.  Variable universal life products do not have a guaranteed minimum crediting rate.

In lieu of credited interest rates, holders of certain universal life policies may elect to receive credited income based on changes in an equity index, such as the S&P 500 ® .  No such elections have been made since 2004.

Mortality risk is retained according to guidelines established by CIGNA.  To the extent a given policy carries mortality risk that exceeds these guidelines; reinsurance is purchased from third parties for the balance.

Distribution

CIGNA's COLI products are offered through a select group of independent brokers with particular expertise in the bank market and in the use of COLI for the financing of benefit plan liabilities.

Industry Developments and Strategic Initiatives

The legislative environment surrounding COLI has evolved considerably over the past decade.  Most recently, the Pension Protection Act of 2006 included provisions related to the notice requirements given to insured employees and limited coverage to certain more highly compensated employees.  These changes were widely viewed as clarification of existing rules or industry best practices.

Sale of Individual Life Insurance & Annuity and Retirement Benefits Businesses

CIGNA sold its individual life insurance and annuity business in 1998 and its retirement business in 2004.  Portions of the gains from these sales were deferred because the principal agreements to sell these businesses were structured as reinsurance arrangements.  The deferred portion relating to the remaining reinsurance is being recognized at the rate that earnings from the sold
 
 
16

 
 businesses would have been expected to emerge, primarily over 15 years on a declining basis.

Because the individual life and annuity business was sold in an indemnity reinsurance transaction, CIGNA is not relieved of primary liability for the reinsured business. Effective as of December 14, 2007, the purchaser placed the assets supporting the reserves for the purchased business into a trust for the benefit of CIGNA which qualifies to support CIGNA's credit for the reinsurance ceded under Regulation 114 of the New York Department of Insurance.  As of December 31, 2007, the assets in the trust had a value of approximately $4.5 billion.

CIGNA's sale of its retirement business primarily took the form of an arrangement under which CIGNA reinsured with the purchaser of the retirement business the general account contractholder liabilities under an indemnity reinsurance arrangement and the separate account liabilities under modified coinsurance and indemnity reinsurance arrangements.

Since the sale of the retirement benefits business in 2004, the purchaser of that business has entered into agreements with certain insured party contractholders (“novation agreements”), which relieved CIGNA of any remaining contractual obligations to the contractholders. As a result, CIGNA reduced reinsurance recoverables, contractholder deposit funds, and separate account balances for these obligations.

The purchaser of the retirement benefits business deposited assets associated with the reinsurance of general account contracts into a trust (the "Ceded Business Trust") to provide security to CIGNA for the related reinsurance recoverables. The purchaser is permitted to withdraw assets from the Ceded Business Trust equal to the reduction in CIGNA's reserves whenever a reduction occurs. For example, reductions will occur when the purchaser enters into additional novation agreements and directly assumes liability to the insured party. As of December 31, 2007, assets totaling $4.0 billion remained in the Ceded Business Trust.

Settlement Annuity Business

CIGNA's settlement annuity business is a run-off block of contracts.  These contracts are primarily liability settlements with approximately half of the payments guaranteed and not contingent on survivorship. In the case of the contracts that involve non-guaranteed payments, such payments are contingent on the survival of one or more parties involved in the settlement.

 
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G .    Investments and Investment Income

CIGNA’s investment operations provide investment management and related services primarily for CIGNA’s corporate invested assets and the insurance-related invested assets in its General Account ("Invested Assets"). CIGNA acquires or originates, directly or through intermediaries, various investments including private placements, public securities, commercial mortgage loans, real estate and short-term investments.  CIGNA’s Invested Assets are managed primarily by CIGNA subsidiaries and external managers with whom CIGNA's subsidiaries contract.

The Invested Assets comprise a majority of the combined assets of the Health Care, Disability and Life, Other Operations, and Run-off Reinsurance segments (collectively, the “Domestic Portfolios”).  There are, in addition, portfolios containing Invested Assets that consist of the assets of the International segment (collectively, the “International Portfolios”).

Net investment income and realized investment gains (losses) are not reported separately in the investment operations.  However, net investment income is included as a component of earnings for each of CIGNA's operating segments (Health Care, Disability and Life, Other Operations, Run-off Reinsurance and International), net of the expenses attributable to the investment operations.

Assets Under Management

CIGNA’s Invested Assets under management at December 31, 2007 totaled $17.5 billion.  See Schedule I to CIGNA's 2007 Financial Statements on page FS-3 of this Form 10-K for more information as to the allocation to types of investments.

As of December 31, 2007, CIGNA's separate account funds consisted of:

·      
$1.5 billion in separate account assets that are managed by the buyer of the retirement benefits business pursuant to reinsurance arrangements described in "Sale of Individual Life Insurance & Annuity and Retirement Benefits Businesses" on page 16 of this Form 10-K;

·      
$1.7 billion in separate account assets which constitute a portion of the assets of the CIGNA Pension Plan; and

·      
$3.8 billion in funds which primarily support certain corporate-owned life insurance, health care and disability and life products.

Types of Investments

CIGNA invests in a broad range of asset classes, including domestic and international fixed maturities and common stocks, commercial mortgage loans, real estate and short-term investments. Fixed maturity investments include publicly traded and private placement corporate bonds, government bonds, publicly traded and private placement asset-backed securities, and redeemable preferred stocks.  In connection with CIGNA's investment strategy to enhance investment yields by selling senior participations of commercial mortgage loans, as of December 31, 2007, commercial mortgage loans includes $77 million of commercial mortgage loans originated with the intent to sell.  These commercial mortgage loans held for sale are carried at the lower of cost or market with any resulting valuation allowance reported in realized investment gains and losses.

For the International Portfolios, CIGNA invests primarily in publicly traded fixed maturities, short-term investments and time deposits denominated in the currency of the relevant liabilities and surplus.

Fixed Maturities

CIGNA invests primarily in investment grade fixed maturities rated by rating agencies (for public investments) and by CIGNA (for private investments).  For information about below investment grade holdings, see “Investment Assets” on page 60 of this Form 10-K.

Commercial Mortgages and Real Estate

Commercial mortgage loan investments are subject to underwriting criteria addressing loan-to-value ratio, debt service coverage, cash flow, tenant quality, leasing, market, location and borrower’s financial strength.  Such investments consist primarily of first mortgage loans on commercial properties and are diversified by property type, location and borrower.  CIGNA invests primarily in commercial mortgages on fully completed and substantially leased commercial properties.  Virtually all of CIGNA’s commercial mortgage loans are balloon payment loans, under which all or a substantial portion of the loan principal is due at the end of the loan term.  CIGNA holds no direct residential mortgages.  The weighted average loan to value ratio of the Company’s commercial mortgage loan portfolio as of December 31, 2007 was approximately 62%.
 
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CIGNA enters into joint ventures with local partners to develop, lease and manage, and sell commercial real estate to maximize investment returns.  CIGNA's portfolio of real estate investments consists of properties under development and stabilized properties, and is diversified relative to property type and location.  CIGNA also acquires real estate through foreclosure of commercial mortgage loans.  CIGNA rehabilitates, re-leases and sells foreclosed properties, a process that usually takes from two to four years unless management considers a near-term sale preferable.  Additionally, CIGNA invests in third party sponsored real estate funds to maximize investment returns and to maintain diversity with respect to its real estate related exposure.  CIGNA did not sell any foreclosed properties in 2007.

Mezzanine and Private Equity Partnerships

CIGNA invests in limited partnership interests in partnerships formed and managed by seasoned, experienced fund managers with diverse mezzanine and private equity strategies.

Derivative Instruments

CIGNA generally uses derivative financial instruments to minimize its exposure to certain market risks.  CIGNA has also written derivative instruments to minimize certain insurance customers’ market risks.  In addition, to enhance investment returns, CIGNA may invest in indexed credit default swaps or other credit derivatives from time to time.  For information about CIGNA’s use of derivative financial instruments, see Note 10(F) to CIGNA’s 2007 Financial   Statements on page 88 of this Form 10-K.

See also “Investment Assets” on page 60, and Notes 2, 10, and 11 to the Financial Statements on pages 71, 86 and 91 of this Form 10-K for additional information about CIGNA’s investments.

Domestic Portfolios – Investment Strategy

As of December 31, 2007 the Domestic Portfolios had $16.1 billion in Invested Assets, allocated among fixed maturity investments (67%); commercial mortgage loan investments (20%); and policy loans, real estate investments and mezzanine and private equity partnership investments (13%).  CIGNA realized gains of $32 million from sales of equity real estate investments in 2007.

CIGNA generally manages the characteristics of these assets to reflect the underlying characteristics of related insurance and contractholder liabilities and related capital requirements, as well as regulatory and tax considerations pertaining to those liabilities, and state investment laws.  CIGNA’s domestic insurance and contractholder liabilities as of December 31, 2007, excluding liabilities of businesses sold through the use of reinsurance arrangements, were associated with the following products, and the Invested Assets are allocated proportionally as follows: other life and health, 18%; fully guaranteed annuity, 32%; and interest-sensitive life insurance, 50%.

While the businesses and products supported are described elsewhere in this Form 10-K, the Invested Assets supporting CIGNA's insurance and contractholder liabilities related to each of its segments are as follows:
 
·      
The Invested Assets supporting CIGNA’s Health Care operating segment are structured to emphasize investment income, and provide the necessary liquidity to meet cash flow requirements.
 
·      
The Invested Assets supporting CIGNA's Disability and Life operating segment are also structured to emphasize investment income, and provide necessary liquidity to meet cash flow requirements. Assets supporting longer-term group disability insurance benefits and group life waiver of premium benefits are generally managed to an aggregate duration similar to that of the related benefit cash flows.

·      
The Invested Assets supporting CIGNA's Other Operations segment are associated primarily with fully guaranteed annuities (primarily settlement annuities) and interest-sensitive life insurance (primarily corporate-owned life insurance products).  Because settlement annuities generally do not permit withdrawal by policyholders prior to maturity, the amount and timing of future benefit cash flows can be reasonably estimated so funds supporting these products are invested in fixed income investments that generally match the aggregate duration of the investment portfolio with that of the related benefit cash flows.  As of December 31, 2007, the duration of assets that supported these liabilities was approximately 12.4 years.   Invested Assets supporting interest-sensitive life insurance products are primarily fixed income investments and policy loans. Fixed income investments emphasize investment yield while meeting the liquidity requirements of the related liabilities.
 
 
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·      
The Invested Assets supporting the Run-off Reinsurance segment with respect to guaranteed minimum death benefit annuities and guaranteed minimum income benefit annuities are structured to emphasize investment income, and provide the necessary liquidity to meet cash flow requirements.  For information about CIGNA’s use of derivative financial instruments in the Run-off Reinsurance Segment, see Notes 7 and 20(B) to CIGNA’s 2007 Financial   Statements on pages 81 and 99 of this Form 10-K.
 
Investment strategy and results are affected by the amount and timing of cash available for investment, competition for investments, economic conditions, interest rates and asset allocation decisions.  CIGNA routinely monitors and evaluates the status of its investments in light of current economic conditions, trends in capital markets and other factors.  Such factors include industry sector considerations for fixed maturity investments and mezzanine and private equity partnership investments, and geographic and property-type considerations for commercial mortgage loan and real estate investments.

International Portfolios – Investment Strategy

As of December 31, 2007 the International portfolios had $1.4 billion in Invested Assets.  The International portfolios are primarily managed by external managers with whom CIGNA's subsidiaries contract.

The characteristics of these assets are generally managed to reflect the underlying characteristics of related insurance and contractholder liabilities, as well as regulatory and tax considerations in the countries where CIGNA's subsidiaries operate.  Assets are generally invested in the currency of related liabilities, typically the currency in which the subsidiaries operate.  CIGNA's investment policy allows the investment of subsidiary assets in U.S. dollars to the extent permitted by regulation.  CIGNA's international Invested Assets as of December 31, 2007 were held in support of statutory surplus and liabilities associated with the types of insurance products described below.

Accident and health insurance consists of various individual group and individual life, accident and health products.  Interest sensitive products primarily consist of “return of premium” products in which the nominal amount of premiums paid for a multi-year accident and health policy are paid back to the policyholder at the end of the contract period.  Invested Assets supporting these products are fixed income investments that generally match the aggregate duration of the investment portfolio with that of the related benefit cash flows.


 
20

 

H .    Run-off Reinsurance

Principal Products and Markets

Until 2000, CIGNA offered reinsurance coverage for part or all of the risks written by other insurance companies (or “cedents”) under life and annuity policies (both group and individual); accident policies (personal accident, catastrophe and workers' compensation coverages); and health policies.  These products were sold principally in North America and Europe through a small sales force and through intermediaries.

In 2000, CIGNA sold its U.S. individual life, group life and accidental death reinsurance businesses.  CIGNA placed its remaining reinsurance businesses (including its accident, domestic health, international life and health, and annuity reinsurance businesses) into run-off as of June 1, 2000 and stopped underwriting new reinsurance business.

Prior to 2000, CIGNA also purchased reinsurance to reduce the risk of losses on contracts that it had written.  CIGNA determines its net exposure for run-off reinsurance contracts by estimating the portion of its policy and claim reserves that it expects will be recovered from its reinsurers (or “retrocessionaires”) and reflecting these in its financial statements as Reinsurance Recoverables, or, with respect to guaranteed minimum income benefit contracts discussed below, as Other Assets.

CIGNA’s exposures stem primarily from its annuity reinsurance business, including its reinsurance of guaranteed minimum death benefit and guaranteed minimum income benefit contracts, and its reinsurance of workers' compensation and other personal accident risks.

Guaranteed Minimum Death Benefit Contracts

CIGNA’s reinsurance operations reinsured guaranteed minimum death benefits under certain variable annuities issued by other insurance companies.  These variable annuities are essentially investments in mutual funds combined with a death benefit.  CIGNA has equity and other market exposures as a result of this product.

For additional information about guaranteed minimum death benefit contracts, see “Guaranteed Minimum Death Benefits” under “Run-off Reinsurance” on page 53 and Note 7 to CIGNA's 2007 Financial Statements on page 80 of this Form 10-K.

Guaranteed Minimum Income Benefit Contracts

In certain circumstances where CIGNA's reinsurance operations reinsured the guaranteed minimum death benefit, CIGNA also reinsured guaranteed minimum income benefits under certain variable annuities issued by other insurance companies. These variable annuities are essentially investments in mutual funds combined with minimum income and death benefits.  When annuitants elect to receive these minimum income benefits, CIGNA may be required to make payments which will vary based on changes in underlying mutual fund values and interest rates.  CIGNA has retrocessional coverage for 55% of the exposures on these contracts, provided by two external reinsurers.

For additional information about guaranteed minimum income benefit contracts, see “Guaranteed Minimum Income Benefits” under “Run-off Reinsurance” on page 54, and Note 20(B) to CIGNA's 2007 Financial Statements on page 99 of this Form 10-K.

Workers' Compensation and Personal Accident

CIGNA reinsured workers' compensation and other personal accident risks in the London market and in the United States.  CIGNA purchased retrocessional coverage in these markets to substantially reduce the risk of loss on these contracts.  Disputes involving a number of these reinsurance and retrocessional contracts have been substantially resolved and some of the disputed contracts have been commuted.  For more information see “Legal Proceedings” in Item 3 on pages 35 and 36.

For more information see “Run-off Reinsurance” on page 53, and Note 8 to CIGNA's 2007 Financial Statements on page 83 of this Form 10-K.
 
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I .      Regulation

CIGNA and its subsidiaries are subject to federal, state and international regulations and CIGNA has established policies and procedures to comply with applicable requirements.

CIGNA's insurance and HMO subsidiaries must be licensed by the jurisdictions in which they conduct business.  These subsidiaries are subject to numerous state and federal regulations related to their business operations, including, but not limited to:

·  
the form and content of customer contracts including benefit mandates (including special requirements for small groups generally under 50 employees);

·  
premium rates;

·  
the content of agreements with participating providers of covered services;

·  
producer appointment and compensation;

·  
claims processing and appeals;

·  
underwriting practices;

·  
reinsurance arrangements;

·  
unfair trade and claim practices;

·  
risk sharing arrangements with providers; and

·  
operation of consumer-directed plans (including health savings accounts, health reimbursement accounts, flexible spending accounts and debit cards).

CIGNA also complies with regulations in international jurisdictions where foreign insurers are, in some countries, faced with greater restrictions than their domestic competitors. These restrictions may include discriminatory licensing procedures, compulsory cessions of reinsurance, required localization of records and funds, higher premium and income taxes, and requirements for local participation in an insurer’s ownership.

Other types of regulatory oversight are described below.

Regulation of Insurance Companies

Financial Reporting

Regulators closely monitor the financial condition of licensed insurance companies and HMOs.  States regulate the form and content of statutory financial statements and the type and concentration of permitted investments.  CIGNA's insurance and HMO subsidiaries are required to file periodic financial reports with regulators in most of the jurisdictions in which they do business, and their operations and accounts are subject to examination by such agencies at regular intervals.

Guaranty Associations, Indemnity Funds, Risk Pools and Administrative Funds

Most states and certain non-U.S. jurisdictions require insurance companies to support guaranty associations or indemnity funds, which are established to pay claims on behalf of insolvent insurance companies.  In the United States, these associations levy assessments on member insurers licensed in a particular state to pay such claims.
 
Several states also require HMOs to participate in guaranty funds, special risk pools and administrative funds.  For additional information about guaranty fund and other assessments, see Note 20(D) to CIGNA’s 2007 Financial Statements on page 100 of this Form 10-K.
 
Some states also require health insurers and HMOs to participate in assigned risk plans, joint underwriting authorities, pools or other residual market mechanisms to cover risks not acceptable under normal underwriting standards.

Solvency and Capital Requirements

Many states have adopted some form of the National Association of Insurance Commissioners (“NAIC”) model solvency-related laws and risk-based capital rules (“RBC rules”) for life and health insurance companies.  The RBC rules recommend a minimum level of capital depending on the types and quality of investments held, the types of business written and the types of liabilities incurred.  If the ratio of the insurer’s adjusted surplus to its risk-based capital falls below statutory required minimums, the insurer could be subject to regulatory actions ranging from increased scrutiny to conservatorship.
 
 
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In addition, various non-U.S. jurisdictions prescribe minimum surplus requirements that are based upon solvency, liquidity and reserve coverage measures.   During 2007, CIGNA’s HMOs and life and health insurance subsidiaries, as well as non-U.S. insurance subsidiaries, were compliant with applicable RBC and non-U.S. surplus rules.
 
The NAIC is considering changing statutory reserving rules for variable annuities.  Any changes would apply to CIGNA's reinsurance contracts covering guaranteed minimum death benefits and guaranteed minimum income benefits, and would impact CIGNA's overall surplus level.

Holding Company Laws

CIGNA's domestic insurance companies and certain of its HMOs are subject to state laws regulating subsidiaries of insurance holding companies.  Under such laws, certain dividends, distributions and other transactions between an insurance or HMO subsidiary and its affiliates may require notification to, or approval by, one or more state insurance commissioners.

Oversight of Marketing, Advertising and Broker Compensation

State and/or federal regulatory scrutiny of life and health insurance company and HMO marketing and advertising practices, including the adequacy of disclosure regarding products and their administration, may result in increased regulation. Products offering limited benefits, such as those issued in connection with the Star HRG business acquired in July 2006, may attract increased regulatory scrutiny.  States have responded to concerns about the marketing, advertising and administration of insurance and HMO products and administrative practices by increasing the number and frequency of market conduct examinations and imposing larger penalties for violations of applicable laws and regulations.

In recent years, perceived abuses in broker compensation practices have been the focus of greatly heightened regulatory scrutiny.  This increased regulatory focus may lead to legislative or regulatory changes that would affect the manner in which CIGNA and its competitors compensate brokers.  For more information regarding general governmental inquiries relating to CIGNA companies, see “Legal Proceedings” in Item 3 on pages 35 and 36.

Licensing Requirements

Pharmacy Licensure Laws

Certain CIGNA companies are pharmacies which dispense prescription drugs to participants of benefit plans administered or insured by CIGNA subsidiary HMOs and insurance companies.  These pharmacy-subsidiaries are subject to state licensing requirements and regulation.

Claim Administration, Utilization Review and Related Services  
 
CIGNA subsidiaries contract for the provision of claim administration, utilization management and other related services with respect to the administration of self-insured benefit plans. These CIGNA subsidiaries are subject to state licensing requirements and regulation.

Federal Regulations

Employment Retirement Income Security Act
 
CIGNA sells most of its products and services to sponsors of employee benefit plans that are governed by the Federal Employment Retirement Income Security Act (“ERISA”).  CIGNA companies may be subject to requirements imposed by ERISA on plan fiduciaries and parties in interest, including regulations affecting claim and appeals procedures for health, dental, disability, life and accident plans.

Medicare Regulations

Several CIGNA subsidiaries engage in businesses that are subject to federal Medicare regulations such as:

·  
those offering individual and group Medicare Advantage (HMO) coverage in Arizona;

·  
contractual arrangements with the federal government for the processing of certain Medicare claims and other administrative services; and

·  
those offering Medicare Pharmacy (Part D) and Medicare Advantage Private fee-for-service products that are subject to federal Medicare regulations.

Federal Audits of Government Sponsored Health Care Programs

Participation in government sponsored health care programs subjects CIGNA to a variety of federal laws and regulations and risks associated with audits conducted
 
 
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under the programs (which may occur in years subsequent to provision by CIGNA of the relevant services under audit).  These risks may include reimbursement claims as well as potential fines and penalties.  For example, the federal government requires Medicare and Medicaid providers to file detailed cost reports for health care services provided.  These reports may be audited in subsequent years.  CIGNA HMOs that contract to provide community-rated coverage to participants in the federal Employees Health Benefit Plan may be required to reimburse the federal government if, following an audit, it is determined that a federal employee group did not receive the benefit of a discount offered by a CIGNA HMO to one of the two groups closest in size to the federal employee group.  See “Health Care” in Section C beginning on page 2 for additional information about CIGNA’s participation in government health-related programs.

Privacy and Information Disclosure and Portability Regulations

The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) imposes requirements for guaranteed issuance (for groups with 50 or fewer lives), electronic data security standards, and renewal and portability, on health care insurers and HMOs.  In addition, HIPAA regulations required the assignment of a unique national identifier for providers by May, 2007.  The federal government and states (as well as most non-U.S. jurisdictions) impose requirements regarding the use and disclosure of identifiable information about individuals and, in an effort to deal with the growing threat of identity theft, the handling of privacy and security breaches.
 
Antitrust Regulations

CIGNA companies are also engaged in activities that may be scrutinized under federal and state antitrust laws and regulations.  These activities include the administration of strategic alliances with competitors, information sharing with competitors and provider contracting.

Anti-Money Laundering Regulations

Certain CIGNA lines of business are subject to United States Department of the Treasury anti-money laundering regulations.  Those lines of business have implemented anti-money laundering policies designed to insure their affected products comply with the regulations.

Investment-Related Regulations

Depending upon their nature, CIGNA's investment management activities are subject to U.S. federal securities laws, ERISA, and other federal and state laws governing investment related activities.  In many cases, the investment management activities and investments of individual insurance companies are subject to regulation by multiple jurisdictions.

Regulatory Developments

The business of administering and insuring employee benefit programs, particularly health care programs, is heavily regulated by federal and state laws and administrative agencies, such as state departments of insurance and the federal Departments of Labor and Justice, as well as the courts.  In the growing area of consumer-driven plans, health savings accounts and health reimbursement accounts are also regulated by the United States Department of the Treasury and the Internal Revenue Service.  For information on Regulatory and Industry Developments, see page 56 in the MD&A section and Note 20(D) to CIGNA's 2007 Financial Statements on page 100 of this Form 10-K.

Federal regulation and legislation may affect CIGNA’s operations in a variety of ways.  In addition to proposals discussed above related to increased regulation of the health care industry, other proposed federal measures that may significantly affect CIGNA’s operations include calls for universal health care coverage, market reforms achieved through state and federal legislation, modifications of the Medicare program,   and employee benefit regulation including modification to the tax treatment of employee benefits.

The economic and competitive effects of the legislative and regulatory proposals discussed above on CIGNA’s business operations will depend upon the final form of any such legislation or regulation.


 
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J .    Ratings

CIGNA and certain of its insurance subsidiaries are rated by nationally recognized rating agencies.  The significance of individual ratings varies from agency to agency.  However, companies assigned ratings at the top end of the range have, in the opinion of the rating agency, the strongest capacity for repayment of debt or payment of claims, while companies at the bottom end of the range have the weakest capacity.

Insurance ratings represent the opinions of the rating agencies on the financial strength of a company and its capacity to meet the obligations of insurance policies. The principal agencies that rate CIGNA’s insurance subsidiaries characterize their insurance rating scales as follows:

 
A.M. Best Company, Inc. (“A.M. Best”), A++ to S (“Superior” to “Suspended”);

 
Moody’s Investors Service (“Moody’s”), Aaa to C (“Exceptional” to “Lowest”);

 
Standard & Poor’s Corp. (“S&P”), AAA to R (“Extremely Strong” to “Regulatory Action”); and

 
Fitch, Inc. (“Fitch”), AAA to D (“Exceptionally Strong” to “Order of Liquidation”).

As of February 27, 2008, the insurance financial strength ratings for CIGNA subsidiaries, Connecticut General Life Insurance Company (CG Life) and Life Insurance Company of North America (LINA) were as follows:

 
CG Life
LINA
 
Insurance Ratings (1)
Insurance Ratings (1)
     
A.M. Best
A
A
 
(“Excellent,”
(“Excellent,”
 
3 rd of 16)
3 rd of 16)
Moody’s
A2
A2
 
(“Good,”
(“Good,”
 
6 th of 21)
6 th of 21)
S&P
A
 
 
(“Strong,”
 
 
6 th of 21)
 
Fitch
 A+
A+
 
(“Strong,”
(“Strong,”
 
5 th of 24)
5th of 24)
_______________
(1)
Includes the rating assigned, the agency’s characterization of the rating and the position of the rating in the agency’s rating scale (e.g., CG Life’s rating by A.M. Best is the 3rd highest rating awarded in its scale of 16).

Debt ratings are assessments of the likelihood that a company will make timely payments of principal and interest.  The principal agencies that rate CIGNA’s senior debt characterize their rating scales as follows:

 
Moody’s, Aaa to C (“Exceptional” to “Lowest”);

 
S&P, AAA to D (“Extremely Strong” to “Default”); and

 
Fitch, AAA to D (“Highest” to “Default”).

The commercial paper rating scales for those agencies are as follows:

 
Moody’s, Prime-1 to Not Prime (“Superior” to “Not Prime”);

 
S&P, A-1+ to D (“Extremely Strong” to “Default”); and
 
 
Fitch, F-1+ to D (“Very Strong” to “Distressed”).  
 
 
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As of February 27, 2008, the debt ratings assigned to CIGNA Corporation by the following agencies were as follows:
 

Debt Ratings (1)
CIGNA CORPORATION

   
Commercial
 
Senior Debt
Paper
Moody’s                                                                        
Baa2
P2
 
(“Adequate,”
(“Strong,”
 
9 th of 21)
2 nd of 4)
S&P                                                                        
BBB+
A2
 
(“Adequate,”
(“Good,”
 
8 th of 22)
3 rd of 7)
Fitch                                                                        
BBB+
F2
 
(“Good,”
8 th of 24)
(“Moderately Strong,”
3 rd of 7)
 
________________________
(1)
Includes the rating assigned, the agency’s characterization of the rating and the position of the rating in the applicable agency’s rating scale.
 

 
In February 2007, Moody’s upgraded CIGNA Corporation’s senior debt rating to “Baa2” from “Baa3” and upgraded the financial strength ratings of CG Life and LINA to “A2” from “A3.”  At the same time, Moody’s upgraded the commercial paper rating to “P2” from “P3”.  In March 2007, S&P upgraded CIGNA Corporation’s senior debt rating to “BBB+” from “BBB” and upgraded the financial strength ratings of CG Life to “A” from “A-.”  At the same time, Fitch upgraded CIGNA Corporation’s senior debt rating to “BBB+” from “BBB” and upgraded the financial strength ratings of CG Life and LINA to “A+” from “A.”  CIGNA is committed to maintaining appropriate levels of capital in its subsidiaries to support finacial strength ratings that meet customers’ expectations, and to improving the earnings of the health care business. Lower ratings at the parent company level increase the cost to borrow funds. Lower ratings of CG Life could adversely affect new sales and retention of current business.


 
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K .      Miscellaneous

Portions of CIGNA’s insurance business are seasonal in nature. Reported claims under group health products are generally higher in the first quarter.

CIGNA and its principal subsidiaries are not dependent on business from one or a few customers. No customer accounted for 10% or more of CIGNA’s consolidated revenues in 2007. CIGNA and its principal subsidiaries are not dependent on business from one or a few brokers or agents. In addition, CIGNA’s insurance businesses are generally not committed to accept a fixed portion of the business submitted by independent brokers and agents, and generally all such business is subject to its approval and acceptance.

CIGNA had approximately 26,600, 27,100, and 28,000 employees as of December 31, 2007, 2006 and 2005, respectively.


 
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Item 1A .   RISK FACTORS

CIGNA’s businesses face risks and uncertainties, including those discussed below and elsewhere in this report. These factors represent risks and uncertainties that could have a material adverse effect on CIGNA’s business, results of operations and financial condition.  These risks and uncertainties are not the only ones CIGNA faces. Others risks and uncertainties that CIGNA does not know about now, or that the Company does not now think are significant, may impair its business or the trading price of its securities.  The following are significant risks identified by CIGNA.

If CIGNA does not execute on its strategic initiatives, there could be a material adverse effect on CIGNA’s results of operations and in certain situations, CIGNA's financial condition .

The future performance of CIGNA’s business will depend in large part on CIGNA’s ability to execute effectively and implement its strategic initiatives.  These initiatives include: executing CIGNA's consumer engagement strategy, including designing products to meet emerging market trends and ensuring that an appropriate infrastructure is in place to meet the needs of customers and members; continuing to reduce medical costs; market expansion, in particular in the individual and small business markets, as well as growth in medical and specialty membership; and further improving the efficiency of operations, including lowering operating costs and enabling higher value services.

Successful execution of these initiatives depends on a number of factors including:

·
the ability to gain and retain customers and members by providing appropriate levels of support and service for CIGNA’s products, as well as avoiding service and health advocacy related errors;

·
the ability to attract and retain sufficient numbers of qualified employees;

·
the negotiation of favorable provider contracts;

·
CIGNA's ability to develop and introduce new products or programs, because of the inherent risks and uncertainties associated with product development, particularly in response to government regulation or the increased focus on consumer directed products;

·
the identification and introduction of the proper mix or integration of products that will be accepted by the marketplace; and

·
the ability of CIGNA’s products and services to differentiate CIGNA from its competitors and for CIGNA to demonstrate that these products and services (such as disease management and health advocacy programs, provider credentialing and other quality care initiatives) result in improved health outcomes and reduced costs.

If CIGNA does not adequately invest in and effectively execute improvements in its information technology infrastructure and improve its functionality, it will not be able to deliver the service required in the evolving marketplace.

CIGNA's success in executing its consumer engagement strategy depends on the Company’s continued improvements to its information technology infrastructure and customer service offerings. The marketplace is evolving and the level of service that is acceptable to consumers today will not necessarily be acceptable tomorrow. The Company must continue to invest in long term solutions that will enable it to meet customer expectations. CIGNA's success is dependent, in large part, on maintaining the effectiveness of existing technology systems and continuing to deliver and enhance technology systems that support the Company’s business processes in a cost-efficient and resource-efficient manner.  CIGNA also must develop new systems to meet the current market standard and keep pace with continuing changes in information processing technology, evolving industry and regulatory standards and customer needs.   System development projects are long term in nature, may be more costly than expected to complete, and may not deliver the expected benefits upon completion.  If the Company does not effectively manage and upgrade its technology portfolio, CIGNA's operating results may be adversely affected.
 
If CIGNA fails to properly maintain the integrity or security of its data or to strategically implement new information systems, there could be a material adverse effect on CIGNA’s business.

CIGNA’s business depends on effective information systems and the integrity and timeliness of the data it uses to run its business.  CIGNA’s business strategy requires providing members and providers with Internet-enabled products and information to meet their needs. CIGNA’s
 
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ability to adequately price its products and services, establish reserves, provide effective and efficient service to its customers, and to timely and accurately report its financial results also depends significantly on the integrity of the data in its information systems.  If the information CIGNA relies upon to run its businesses were found to be inaccurate or unreliable due to fraud or other error, or if CIGNA were to fail to maintain effectively its information systems and data integrity, the Company could have problems with, among other things:  operational disruptions, which may impact customers, physicians and other health care providers; determining medical cost estimates and establishing appropriate pricing; retaining and attracting customers; and regulatory compliance.

If CIGNA were unable to maintain the security of any sensitive data residing on the Company’s systems whether due to our own actions or those of any vendors, our reputation would be adversely affected and we could be exposed to litigation or other actions, fines or penalties, any of which could adversely affect our business or financial condition.

If premiums are insufficient to cover the cost of health care services delivered to members, or if CIGNA’s estimates of medical claim reserves for its guaranteed cost and experience-rated businesses based upon estimates of future medical claims are inadequate, profitability could decline.

CIGNA’s profitability depends, in part, on its ability to accurately predict and control future health care costs through underwriting criteria, provider contracting, utilization management and product design. Premiums in the health care business are generally fixed for one-year periods. Accordingly, future cost increases in excess of medical cost projections reflected in pricing cannot generally be recovered in the contract year through higher premiums. Although CIGNA bases the premiums it charges on its estimate of future health care costs over the fixed premium period, actual costs may exceed what was estimated and reflected in premiums. Factors that may cause actual costs to exceed premiums include: medical cost inflation; higher than expected utilization of medical services; the introduction of new or costly treatments and technology; and membership mix.

CIGNA records medical claims reserves for estimated future payments. The Company continually reviews estimates of future payments relating to medical claims costs for services incurred in the current and prior periods and makes necessary adjustments to its reserves. However, actual health care costs may exceed what was estimated.

If CIGNA fails to manage successfully its outsourcing projects and key vendors, CIGNA’s financial results could be harmed .

CIGNA takes steps to monitor and regulate the performance of independent third parties who provide services or to whom the Company delegates selected functions. These third parties include information technology system providers, independent practice associations and specialty service providers.

In addition to the software applications and human resource operations support IBM had previously provided pursuant to several smaller contracts, in 2006, CIGNA entered into an agreement with IBM to operate significant portions of its information technology infrastructure, including the provision of services relating to its call center application, enterprise content management, risk-based capital analytical infrastructure and voice and data communications network.  The 2006 contract with IBM includes several service level agreements, or SLAs, related to issues such as performance and job disruption with significant financial penalties if these SLAs are not met.  However, the Company may not be adequately indemnified against all possible losses through the terms and conditions of the agreement. In addition, some of CIGNA’s termination rights are contingent upon payment of a fee, which may be significant.  If CIGNA's relationship with IBM is terminated, the Company may experience disruption of service to customers, which could affect CIGNA's business, results of operations, and financial condition.
 
Arrangements with key vendors may make CIGNA’s operations vulnerable if third parties fail to satisfy their obligations to the Company, as a result of their performance, changes in their own operations, financial condition, or other matters outside of CIGNA’s control.  Certain legislative authorities have in recent periods discussed or proposed legislation that would restrict outsourcing and, if enacted, could materially increase CIGNA’s costs.  Further, CIGNA may not fully realize on a timely basis the anticipated economic and other benefits of the outsourcing projects or other relationships it enters into with key vendors which could result in substantial costs or other operational or financial problems that could adversely impact the Company’s financial results.
 
 
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A downgrade in the financial strength ratings of CIGNA’s insurance subsidiaries could adversely affect new sales and retention of current business, and a downgrade in CIGNA's debt ratings would increase the cost of borrowed funds.
 
Financial strength, claims paying ability and debt ratings by recognized rating organizations are an important factor in establishing the competitive position of insurance companies and health benefits companies.  Ratings information by nationally recognized ratings agencies is broadly disseminated and generally used throughout the industry. CIGNA believes the claims paying ability and financial strength ratings of its principal insurance subsidiaries are an important factor in marketing its products to certain of CIGNA’s customers.  In addition, CIGNA Corporation’s debt ratings impact both the cost and availability of future borrowings, and accordingly, its cost of capital. Each of the rating agencies reviews CIGNA’s ratings periodically and there can be no assurance that current ratings will be maintained in the future. In addition, a downgrade of these ratings could make it more difficult to raise capital and to support business growth at CIGNA’s insurance subsidiaries.

As of February 27, 2008, the insurance financial strength ratings for CG Life, the Company’s principal insurance subsidiary, were as follows:

 
CG Life
 
Insurance Ratings (1)
   
A.M. Best
A
 
(“Excellent,”
 
3 rd of 16)
Moody’s
A2
 
(“Good,”
 
6 th of 21)
S&P
A
 
(“Strong,”
 
6 th of 21)
Fitch
A+
 
(“Strong,”
 
5 th of 24)
___________
(1) Includes the rating assigned, the agency’s characterization of the rating and the position of the rating in the agency’s rating scale (e.g., CG Life’s rating by A.M. Best is the 3rd highest awarded in its scale of 16).

A description of CIGNA Corporation ratings, other subsidiary ratings, as well as more information on these ratings, is included in “Ratings” in Section J beginning on page 25.
 
Unfavorable claims experience related to workers’ compensation and personal accident insurance exposures in CIGNA’s Run-off Reinsurance business could result in losses .

Unfavorable claims experience related to workers’ compensation and personal accident insurance exposures in CIGNA’s run-off reinsurance business is possible and could result in future losses. Further, CIGNA could have losses attributable to its inability to recover amounts from retrocessionaires or ceding companies either due to disputes with the retrocessionaires or ceding companies or their financial condition.  If CIGNA’s reserves for amounts recoverable from retrocessionaires or ceding companies, as well as reserves associated with underlying reinsurance exposures are insufficient, it could result in losses.

If CIGNA’s program for its guaranteed minimum death benefits contracts fails to reduce the risk of stock market declines, it could have a material adverse effect on the Company’s financial condition.

As part of its run-off reinsurance business, CIGNA reinsured a guaranteed minimum death benefit under certain variable annuities issued by other insurance companies.  CIGNA adopted a program to reduce equity market risks related to these contracts by selling domestic and foreign-denominated exchange-traded futures contracts.  The purpose of this program is to reduce the adverse effects of potential future domestic and international stock market declines on CIGNA’s liabilities for these contracts.  Under the program, increases in liabilities under the annuity contracts from a declining equity market are offset by gains on the futures contracts.  However, if CIGNA were to have difficulty in entering into appropriate futures contracts, or stock market declines expose CIGNA to higher rates of partial surrender (which are not covered by the program), there could be a material adverse effect on the Company’s financial condition.  See “Run-off Reinsurance” in Section H on page 21 for more information on the program.

If actual experience differs significantly from CIGNA’s assumptions used in estimating CIGNA’s liabilities for reinsurance contracts covering guaranteed minimum death benefits or minimum income benefits, it could have a material adverse effect on CIGNA’s consolidated results of operations, and in certain situations, could have a material adverse effect on CIGNA's financial condition.
 
 
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CIGNA estimates reserves for guaranteed minimum death benefit and minimum income benefit exposures are based on assumptions regarding lapse, partial surrender, mortality, interest rates, volatility, reinsurance recoverables, and, for minimum income benefit exposures, annuity income election rates.  These estimates are currently based on CIGNA’s experience and future expectations.  CIGNA monitors actual experience to update these reserve estimates as necessary.  CIGNA regularly evaluates the assumptions used in establishing reserves and changes its estimates if actual experience or other evidence suggests that earlier assumptions should be revised.  Further, CIGNA could have losses attributable to its inability to recover amounts from retrocessionaires.

Significant stock market declines could result in increased pension plan expenses and the recognition of additional pension obligations.

CIGNA has a pension plan that covers a large number of current employees and retirees. Unfavorable investment performance due to significant stock market declines or changes in estimates of benefit costs, if significant, could adversely affect CIGNA’s results of operations or financial condition by significantly increasing its pension plan expenses and obligations.

Significant changes in market interest rates affect the value of CIGNA's financial instruments that promise a fixed return and, as such, could have an adverse effect on CIGNA's results of operation, financial condition and cash flows.

As an insurer, CIGNA has substantial investment assets that support its policy liabilities. Generally low levels of interest rates on investments, such as those experienced in United States financial markets during recent years, have negatively impacted the level of investment income earned by the Company in recent periods, and such lower levels of investment income would continue if these lower interest rates were to continue.   Substantially all of the Company’s investment assets are in fixed interest-yielding debt securities of varying maturities, fixed redeemable preferred securities and commercial mortgage loans.  The value of these investment assets can fluctuate significantly with changes in market conditions.  A rise in interest rates could reduce the value of the Company’s investment portfolio and increase interest expense if CIGNA were to access its available lines of credit. The Company is also exposed to interest rate and equity risk based upon the discount rate and expected long-term rate of return assumptions associated with the Company’s pension and other post-retirement obligations and certain guaranteed benefit products.  Sustained declines in interest rates or equity returns could have an adverse impact on the funded status of the Company’s pension plans, the ultimate benefit payout on these guaranteed products, and the Company’s re-investment yield on new investments.
 
New accounting pronouncements or guidance may require CIGNA to change the way in which it accounts for operations and may affect the Company’s financial results.

The Financial Accounting Standards Board, the Securities and Exchange Commission, and other regulatory bodies may issue new accounting standards or pronouncements, or changes in the interpretation of existing standards or pronouncements, from time to time, which could have a significant effect on CIGNA's reported results for the affected period.

CIGNA faces risks related to litigation and regulatory investigations.

CIGNA is routinely involved in numerous claims, lawsuits, regulatory audits, investigations and other legal matters arising in the ordinary course of the business of administering and insuring employee benefit programs, including benefit claims, breach of contract actions, tort claims, and disputes regarding reinsurance arrangements.  In addition, CIGNA incurs and likely will continue to incur liability for claims related to its health care business, such as failure to pay for or provide health care, poor outcomes for care delivered or arranged, provider disputes, including disputes over compensation, and claims related to self-funded business. Also, there are currently, and may be in the future, attempts to bring class action lawsuits against the industry.  In addition, CIGNA is involved in pending and threatened litigation arising out of its run-off reinsurance and retirement operations.
 
Court decisions and legislative activity may increase CIGNA’s exposure for any of these types of claims. In some cases, substantial non-economic or punitive damages may be sought. CIGNA currently has insurance coverage for some of these potential liabilities. Other potential liabilities may not be covered by insurance, insurers may dispute coverage or the amount of insurance may not be sufficient to cover the entire damages awarded. In addition, certain types of damages, such as punitive damages, may not be covered by insurance, and insurance coverage for all or certain forms of liability
 
31

may become unavailable or prohibitively expensive in the future.
 
A description of material legal actions in which CIGNA is currently involved is included under “Legal Proceedings” in Item 3 on pages 35 and 36 and Note 20(E) to CIGNA’s 2007 Financial Statements on page 101 of this Form 10-K. The outcome of litigation and other legal matters is always uncertain, and outcomes that are not justified by the evidence or existing law can occur.  CIGNA believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously.  Nevertheless, it is possible that resolution of one or more legal matters could result in losses material to CIGNA’s consolidated results of operations, liquidity or financial condition.

CIGNA’s business is subject to substantial government regulation, which, along with new regulation, could increase its costs of doing business and could adversely affect its profitability.

CIGNA’s business is regulated at the international, federal, state and local levels. The laws and rules governing CIGNA’s business and interpretations of those laws and rules are subject to frequent change. Broad latitude is given to the agencies administering those regulations. Existing or future laws and rules could force CIGNA to change how it does business, restrict revenue and enrollment growth, increase health care, technology and administrative costs including pension costs and capital requirements, take other actions such as changing our reserve levels with respect to certain reinsurance contracts, and increase CIGNA’s liability in federal and state courts for coverage determinations, contract interpretation and other actions.
 
CIGNA must comply with the various regulations applicable to its business.  If CIGNA fails to comply, the Company’s business could be adversely affected.  In addition, CIGNA must obtain and maintain regulatory approvals to market many of its products, to increase prices for certain regulated products and to consummate some of its acquisitions and divestitures. Delays in obtaining or failure to obtain or maintain these approvals could reduce the Company’s revenue or increase its costs.

For further information on regulatory matters relating to CIGNA, see “Regulation” in Section I on page 22 and “Legal Proceedings” in Item 3 on pages 35 and 36.

CIGNA operates a pharmacy benefit management business, which is subject to a number of risks and uncertainties in addition to those CIGNA faces with its health care business.

CIGNA's pharmacy benefit management business is subject to federal and state regulation, including: the application of federal and state anti-remuneration laws; compliance requirements for pharmacy benefit manager fiduciaries under ERISA, including compliance with fiduciary obligations under ERISA in connection with the development and implementation of items such as formularies, preferred drug listings and therapeutic intervention programs, contracting network practices, specialty drug distribution and other transactions and potential liability regarding the use of patient-identifiable medical information; and federal and state laws and regulations related to the operation of Internet and mail-service pharmacies.  Failure to comply with any of these laws or regulations could affect the Company’s business, results of operations, and financial condition.  Furthermore, a number of federal and state legislative proposals are being considered that could adversely affect a variety of pharmacy benefit industry practices, including without limitation, the receipt of rebates from pharmaceutical manufacturers, the regulation of the development and use of formularies, and legislation imposing additional rights to access drugs for individuals enrolled in managed care plans.

The Company’s pharmacy benefit management business would also be adversely affected by an inability to contract on favorable terms with pharmaceutical manufacturers and could suffer claims and reputational harm in connection with purported errors by CIGNA's mail order or retail pharmacy businesses.  Disruptions at any of the Company's pharmacy business facilities due to failure of technology or any other failure or disruption to these systems or to the infrastructure due to fire, electrical outage, natural disaster, acts of terrorism or some other catastrophic event could reduce CIGNA's ability to process and dispense prescriptions and provide products and services to customers, which could negatively impact the Company’s business, results of operations, and financial condition.

CIGNA faces competitive pressure, particularly price competition, which could reduce product margins and constrain growth in CIGNA’s health care businesses.

While health plans compete on the basis of many factors, including service quality of clinical resources, claims
 
32

administration services and medical management programs, and quality and sufficiency of provider networks, CIGNA expects that price will continue to be a significant basis of competition. CIGNA’s customer contracts are subject to negotiation as customers seek to contain their costs, and customers may elect to reduce benefits in order to constrain increases in their benefit costs. Such an election may result in lower premiums for the Company’s products, although it may also reduce CIGNA’s costs. Alternatively, the Company’s customers may purchase different types of products that are less profitable, or move to a competitor to obtain more favorable premiums.

In addition, significant merger and acquisition activity has occurred in the health care industry giving rise to speculation and uncertainty regarding the status of companies, which potentially can affect marketing efforts and public perception. Consolidation may make it more difficult for the Company to retain or increase customers, to improve the terms on which CIGNA does business with its suppliers, or to maintain its position or increase profitability. Factors such as business consolidations, strategic alliances, legislative reform and marketing practices create pressure to contain premium price increases, despite increasing medical costs.  For example, the Gramm-Leach-Bliley Act gives banks and other financial institutions the ability to affiliate with insurance companies, which may lead to new competitors with significant financial resources in the insurance and health benefits fields.  If CIGNA does not compete effectively in its markets, if the Company sets rates too high in highly competitive markets to keep or increase its market share, if membership does not increase as it expects, or if it declines, or if CIGNA loses accounts with favorable medical cost experience while retaining or increasing membership in accounts with unfavorable medical cost experience, CIGNA’s product margins and growth could be adversely affected.

Public perception of CIGNA's products and practices as well as of the health benefits industry, if negative, could reduce enrollment in CIGNA’s health benefits programs.

The health care industry in general, and CIGNA specifically, are subject to negative publicity, which can arise either from perceptions regarding the industry or CIGNA's business practices or products.  This risk may be increased as CIGNA offers new products, such as products with limited benefits or an integrated line of products, targeted at market segments, beyond those in which CIGNA traditionally has operated. Negative publicity may adversely affect the CIGNA brand and its ability to market its products and services, which could reduce the number of enrollees in CIGNA's health benefits programs and adversely affect CIGNA’s profitability.

Large-scale public health epidemics, bio-terrorist activity, natural disasters or other extreme events could cause CIGNA’s covered medical and disability expenses, pharmacy costs and mortality experience to rise significantly, and in severe circumstances, could cause operational disruption.

If widespread public health epidemics such as an influenza pandemic, bio-terrorist or other attack, or catastrophic natural disaster were to occur, CIGNA’s covered medical and disability expenses, pharmacy costs and mortality experience could rise significantly, depending on the government’s actions and the responsiveness of public health agencies and insurers.  In addition, depending on the severity of the situation, a widespread outbreak could curtail economic activity in general, and CIGNA's operations in particular, which could result in operational and financial disruption to CIGNA, which among other things may impact the timeliness of claims and revenue.

CIGNA's business depends on the uninterrupted operation of its systems and business functions, including information technology and other business systems.

CIGNA’s business is highly dependent upon its ability to perform, in an efficient and uninterrupted fashion, its necessary business functions, such as:  claims processing and payment; internet support and customer call centers; and the processing of new and renewal business. A power outage, pandemic, or failure of one or more of information technology, telecommunications or other systems could cause slower system response times resulting in claims not being processed as quickly as clients desire, decreased levels of client service and client satisfaction, and harm to CIGNA's reputation. In addition, because CIGNA’s information technology and telecommunications systems interface with and depend on third party systems, CIGNA could experience service denials if demand for such service exceeds capacity or a third party system fails or experiences an interruption. If sustained or repeated, such a business interruption, systems failure or service denial could result in a deterioration of CIGNA’s ability to pay claims in a timely
 
33

manner, provide customer service, write and process new and renewal business, or perform other necessary corporate functions. This could result in a materially adverse effect on CIGNA’s business results and liquidity.

A security breach of CIGNA’s computer systems could also interrupt or damage CIGNA’s operations or harm CIGNA's reputation. In addition, CIGNA could be subject to liability if sensitive customer information is misappropriated from CIGNA’s computer systems. These systems may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. Any publicized compromise of security could result in a loss of customers or a reduction in the growth of customers, increased operating expenses, financial losses, additional litigation or other claims, which could have a material adverse effect on CIGNA’s business.

CIGNA is focused on further developing its business continuity program to address the continuation of core business operations. While CIGNA continues to test and assess its business continuity program to satisfy the needs of CIGNA’s core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event.
 
CIGNA faces a wide range of risks, and its success depends on its ability to identify, prioritize and appropriately manage its enterprise risk exposure.

As a large company operating in a complex industry, CIGNA   encounters a variety of risks as identified in this Risk Factor discussion. CIGNA   devotes resources to developing enterprise-wide risk management processes, in addition to the risk management processes within its businesses. Failure to appropriately identify and manage these risks, as well as the failure to identify and take advantage of appropriate opportunities, can materially affect CIGNA’s profitability, its ability to retain or grow business, or, in the event of extreme circumstances, CIGNA’s financial condition.

CIGNA faces risks relating to its ability to effectively deploy its capital.

CIGNA’s operations have generated significant capital in recent periods and the Company has significant ability to raise additional capital. In deploying its capital to fund its investments in operations, share repurchases, potential acquisitions or other capital uses, CIGNA's financial results could be adversely affected if it does not appropriately balance its risks and opportunities.

CIGNA is subject to potential changes in the political environment which affects public policy and can adversely affect the markets for our products.

While it is not possible to predict when and whether fundamental policy changes would occur, these could include policy changes on the local, state and federal level that could fundamentally change the dynamics of CIGNA’s industry, such as a much larger role of the government in the health care arena.  Changes in public policy could materially affect CIGNA's profitability, its ability to retain or grow business, or in the event of extreme circumstances, its financial condition.

If CIGNA does not successfully manage the pending acquisition and integration of Great-West Healthcare (or any other acquisition), its results of operations and financial condition may be adversely affected.
  
CIGNA entered into a definitive agreement to acquire Great-West Healthcare with the expectation that the acquisition will result in various benefits, including, among others, a broader distribution and provider network in certain geographic areas, an expanded range of health benefits and products, cost savings, increased profitability of the acquired business by improving its total medical cost position, and achievement of operating efficiencies. Achieving the anticipated benefits of the acquisition is subject to a number of uncertainties, including whether CIGNA integrates Great-West Healthcare in an efficient and effective manner, and general competitive factors in the marketplace. Failure to achieve these anticipated benefits could limit CIGNA’s ability to grow membership particularly in the small business segment, result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially impact CIGNA’s business, results of operations, and financial condition.

CIGNA faces intense competition to attract and retain key people.

CIGNA would be adversely impacted if it failed to attract additional key people and retain current key people as this could result in the inability to effectively execute the Company’s key initiatives and business strategy.


 
34

 

Item 1B .   UNRESOLVED STAFF COMMENTS

None.

Item 2 .   PROPERTIES

CIGNA's headquarters, along with CIGNA Group Insurance, CIGNA International, portions of CIGNA HealthCare and CIGNA's staff support operations, are located in approximately 450,000 square feet of leased office space at Two Liberty Place, 1601 Chestnut Street, Philadelphia.  CIGNA HealthCare is located in approximately 825,000 square feet of owned office space in the Wilde Building, located at 900 Cottage Grove Road, Bloomfield, Connecticut.  In addition, CIGNA owns or leases office buildings, or parts thereof, throughout the United States and in other countries.  CIGNA believes its properties are adequate and suitable for its business as presently conducted.  For additional information concerning leases and property, see Notes 2(H) and 18 to CIGNA's 2007 Financial Statements on pages 75 and 96 of this Form 10-K.  This paragraph does not include information on investment properties.

Item 3 .   LEGAL PROCEEDINGS

CIGNA is routinely involved in numerous claims, lawsuits, regulatory and IRS audits, investigations and other legal matters arising, for the most part, in the ordinary course of the business of administering and insuring employee benefit programs.  An increasing number of claims are being made for substantial non-economic, extra-contractual or punitive damages.  The outcome of litigation and other legal matters is always uncertain, and outcomes that are not justified by the evidence can occur.  CIGNA believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously.  Nevertheless, it is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to CIGNA’s consolidated results of operations, liquidity or financial condition.

In re Managed Care Litigation

On April 7, 2000, several pending actions were consolidated in the United States District Court for the Southern District of Florida in a multi-district litigation proceeding captioned In re Managed Care Litigation .  The consolidated cases include Shane v. Humana, Inc., et al. (CIGNA subsidiaries added as defendants in August 2000), Mangieri v. CIGNA Corporation (filed December 7, 1999 in the United States District Court for the Northern District of Alabama), Kaiser and Corrigan v. CIGNA Corporation, et al. (class of health care providers certified on March 29, 2001) and Amer. Dental Ass’n v. CIGNA Corp. et. al. (a putative class of dental providers).

In 2004, the Court approved a settlement agreement between the physician class and CIGNA.  A dispute over disallowed claims under the settlement submitted by a representative of certain class member physicians is proceeding to arbitration.  Separately, in April 2005, the Court approved a settlement between CIGNA and a class of non-physician health care providers.  Only the Amer. Dental Ass’n case remains unresolved.  CIGNA's motion to dismiss the case is pending.

In the fourth quarter of 2006, pursuant to a settlement, CIGNA received a favorable $22 million pre-tax ($14 million after tax) insurance recovery related to this litigation.  In the first quarter of 2007, CIGNA received an additional $5 million pre-tax ($3 million after-tax) insurance recovery related to this litigation.  CIGNA is pursuing further recoveries from two additional insurers.

Broker Compensation

Beginning in 2004, CIGNA, other insurance companies and certain insurance brokers received subpoenas and inquiries from various regulators, including the New York and Connecticut Attorneys General and the Florida Office of Insurance Regulation relating to their investigations of insurance broker compensation.  CIGNA received a subpoena from the U.S. Attorney’s Office for the Southern District of California in October 2005 and the San Diego District Attorney in March 2006 and has provided information to them about a broker, Universal Life Resources (ULR). On June 6, 2007, the Company received a letter from the San Diego District Attorney, detailing its potential claims and penalties against the Company subsidiaries, and outlining potential civil litigation.  The Company denies the allegations and will vigorously defend itself in the event of litigation.  In addition, in January 2006, CIGNA received a subpoena from the U.S. Department of Labor and is providing information to that Office about another broker.  CIGNA is cooperating with the inquiries and investigations.
 
On November 18, 2004, The People of the State of California by and through John Garamendi, Insurance Commissioner of the State of California v. Universal Life Resources, et al . was filed in the Superior Court of the State of California for the County of San Diego alleging that defendants (including CIGNA and several other insurance holding companies) failed to disclose
 
35

compensation paid to ULR and that, in return for the compensation, ULR steered clients to defendants.  The plaintiff sought injunctive relief only.  On July 9, 2007, the parties to this lawsuit entered into a non-monetary settlement in which some of CIGNA's subsidiaries agreed to maintain certain disclosure practices regarding contingent compensation.  This settlement does not resolve the regulator’s claim for recovery of attorneys’ fees and costs.

On August 1, 2005, two CIGNA subsidiaries, Connecticut General Life Insurance Company and Life Insurance Company of North America, were named as defendants in a consolidated amended complaint filed in In re Insurance Brokerage Antitrust Litigation , a multi-district litigation proceeding consolidated in the United States District Court for the District of New Jersey. The complaint alleges that brokers and insurers conspired to hide commissions, increasing the cost of employee benefit plans, and seeks treble damages and injunctive relief. Numerous insurance brokers and other insurance companies are named as defendants.

The court permitted plaintiffs to file an amended complaint, which plaintiffs did on May 22, 2007.  The defendants filed a motion to dismiss the federal antitrust, RICO and state law claims and a motion to dismiss and for summary judgment regarding the ERISA fiduciary claims.  On August 31, 2007, the court granted the defendants’ motion to dismiss the federal antitrust claims.  On September 28, 2007, the court granted the defendants’ motion to dismiss plaintiffs’ RICO claims.  On January 14, 2008, the court granted summary judgment in favor of defendants as to plaintiffs’ ERISA claims.  On February 13, 2008, the court entered an order dismissing plaintiffs' state law claims and the complaint in its entirety.  The court ordered the clerk to enter judgment against plaintiffs and in favor of the defendants.  Plaintiffs have filed a notice of appeal.   CIGNA denies the allegations and will continue to vigorously defend itself.

Amara Cash Balance Pension Plan Litigation

On December 18, 2001, Janice Amara filed a purported class action lawsuit, now captioned Janice C. Amara, Gisela R. Broderick, Annette S. Glanz, individually and on behalf of all others similarly situated v. CIGNA Corporation and CIGNA Pension Plan, in the United States District Court for the District of Connecticut against CIGNA Corporation and the CIGNA Pension Plan on behalf of herself and other similarly situated participants in the CIGNA Pension Plan affected by the 1998 conversion to a cash balance formula.  The plaintiffs allege various ERISA violations including, among other things, that the Plan’s cash balance formula discriminates against older employees; the conversion resulted in a wear away period (during which the pre-conversion accrued benefit exceeded the post-conversion benefit); and these conditions are not adequately disclosed in the Plan. The plaintiffs were granted class certification on December 20, 2002, and seek equitable relief.  A non-jury trial began on September 11-15, 2006. Due to the court’s schedule, the proceedings were adjourned and the trial was completed on January 25, 2007.  On February 15, 2008, the court issued a decision finding in favor of CIGNA Corporation and the CIGNA Pension Plan on the age discrimination and wear away claims and finding in favor of the plaintiffs on many aspects of the disclosure claims.  The court has ordered the parties to file simultaneous briefs on March 17, 2008 regarding the relief, if any, to be awarded to the plaintiffs on the claims on which the plaintiffs prevailed, and to file responsive briefs on March 31, 2008. The Company will continue to vigorously defend itself.
 
Run-off Reinsurance Litigation

In connection with CIGNA's Run-off reinsurance operations, described on page 21, CIGNA purchased extensive retrocessional reinsurance for its Unicover contracts and also for some other segments of its non-Unicover business.  During 2007 CIGNA entered into a settlement that resolved the appeal of an adverse court award in a retrocessional enforcement arbitration. That appeal, captioned CIGNA EUROPE INSURANCE COMPANY SA-NV v. John Hancock Life Insurance Company was pending in the High Court of Justice, Queen’s Bench Division, Commercial Court and the case was dismissed in the fourth quarter of 2007.  Other disputes concerning retrocessional contracts have been substantially resolved or settled.  The effect of these settlements has been reflected in the results of the Run-off Reinsurance segment, which is discussed on page 53.

Item 4 .   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.
 
 
36

 
Executive Officers of the R egistrant

All officers are elected to serve for a one-year term or until their successors are elected.  Principal occupations and employment during the past five years are listed below.
 
MICHAEL W. BELL, 44, Executive Vice President and Chief Financial Officer of CIGNA beginning December 2002.

DAVID M. CORDANI, 42, President, CIGNA HealthCare beginning July 2005; Senior Vice President, Customer Segments & Marketing, CIGNA HealthCare from July 2004 until July 2005; and Senior Vice President and Chief Financial Officer, CIGNA HealthCare, from September 2002 until July 2004.

H. EDWARD HANWAY, 56, Chairman of CIGNA since December 2000; Chief Executive Officer of CIGNA since January 2000; and President and a Director of CIGNA since January 1999.

PAUL E. HARTLEY, 51, President of CIGNA International beginning June 2005; and President and Chief Executive Officer, CIGNA International, Asia Pacific region from June 1998 to June 2005.

JOHN M. MURABITO,  49, Executive Vice President of CIGNA beginning August 2003, with responsibility for Human Resources and Services; and Senior Vice President, Human Resources and Corporate Services from March 2000 until August 2003 at Monsanto Company.

CAROL ANN PETREN, 55, Executive Vice President and General Counsel of CIGNA beginning May 2006; Senior Vice President and Deputy General Counsel of MCI from August 2003 until March 2006; and Deputy General Counsel of Sears, Roebuck and Company from February 2001 until June 2003.

KAREN S. ROHAN, 45, President of CIGNA Group Insurance beginning November 2005; President of CIGNA Dental & Vision Care beginning April 2004; President of CIGNA Specialty Companies from November 2004 until November 2005; and Chief Underwriting Officer, CIGNA HealthCare from January 2003 until April 2004.

MICHAEL WOELLER, 55, Executive Vice President and Chief Information Officer, CIGNA Corporation beginning October 2007; Vice Chairman and Senior Vice President and Chief Information Officer, Canadian Imperial Bank of Commerce from April 2000 until October 2007.

PART II

Item 5.   MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The information under the caption “Quarterly Financial Data--Stock and Dividend Data” appears on page 104 and the number of shareholders of record as of December 31, 2007 appears under the caption “Highlights” on page 38 of this Form 10-K. CIGNA’s common stock is listed with, and trades on, the New York Stock Exchange under the symbol “CI.”

Issuer Purchases of Equity Securities

None.  

 
37

 

Item 6 .   SELECTED FINANCIAL DATA

Highlights  
                             
(Dollars in millions, except per share amounts)
 
2007
   
2006
   
2005
   
2004
   
2003
 
Revenues
                             
Premiums and fees and other revenues
  $ 15,376     $ 13,987     $ 14,449     $ 15,153     $ 15,299  
Net investment income
    1,114       1,195       1,359       1,643       2,594  
Mail order pharmacy revenues
    1,118       1,145       883       857       764  
Realized investment gains (losses)
    15       220       (7 )     523       151  
Total revenues
  $ 17,623     $ 16,547     $ 16,684     $ 18,176     $ 18,808  
Results of Operations:
                                       
Health Care
  $ 679     $ 653     $ 688     $ 763     $ 429  
Disability and Life
    254       226       227       182       155  
International
    176       138       109       76       55  
Run-off Reinsurance
    (11 )     (14 )     (64 )     (115 )     (359 )
Other Operations
    109       106       339       424       333  
Corporate
    (97 )     (95 )     (12 )     (114 )     (127 )
Realized investment gains (losses), net of taxes
    10       145       (11 )     361       98  
Income from continuing operations
    1,120       1,159       1,276       1,577       584  
Income (loss) from discontinued operations, net of taxes
    (5 )     (4 )     349       -       48  
Cumulative effect of accounting change, net of taxes
    -       -       -       (139 )     -  
Net income
  $ 1,115     $ 1,155     $ 1,625     $ 1,438     $ 632  
Income per share from continuing operations:
                                       
   Basic
  $ 3.95     $ 3.50     $ 3.34     $ 3.85     $ 1.39  
   Diluted
  $ 3.88     $ 3.44     $ 3.28     $ 3.81     $ 1.39  
Net income per share:
                                       
   Basic
  $ 3.94     $ 3.49     $ 4.25     $ 3.51     $ 1.51  
   Diluted
  $ 3.87     $ 3.43     $ 4.17     $ 3.48     $ 1.50  
Common dividends declared per share
  $ 0.04     $ 0.03     $ 0.03     $ 0.14     $ 0.44  
Total assets
  $ 40,065     $ 42,399     $ 44,893     $ 81,059     $ 90,199  
Long-term debt
  $ 1,790     $ 1,294     $ 1,338     $ 1,438     $ 1,500  
Shareholders’ equity
  $ 4,748     $ 4,330     $ 5,360     $ 5,203     $ 4,607  
   Per share
  $ 16.98     $ 14.63     $ 14.74     $ 13.14     $ 10.92  
Common shares outstanding ( in thousands )
    279,588       98,654       121,191       132,007       140,591  
Shareholders of record
    8,696       9,117       9,440       10,249       9,608  
Employees
    26,600       27,100       28,000       28,600       32,700  
                                         
Effective January 1, 2007, CIGNA changed its presentation to report the results of the Run-off Retirement business within Other Operations. Prior period
results have been restated to conform to this presentation.
 
                                         
During 2007, CIGNA completed a three-for-one stock split of CIGNA's common shares. All per share figures have been adjusted to reflect the stock
split.
 
                                         
Pro forma common shares outstanding, calculated as if the stock split had occurred at the beginning of the prior periods, were as follows: 295,963 in 2006;
363,573 in 2005; 396,021 in 2004 and 421,772 in 2003.
 

 
38

 
 
Item 7 . MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INDEX
 
   
39
40
42
 
48
52
53
53
55
56
56
56
Liquidity and Capital Resources
56
59
60  
61
64  
 

INTRODUCTION

Forward-Looking Statements

In this filing and in other marketplace communications, CIGNA Corporation and its subsidiaries (the Company) makes certain forward-looking statements relating to its financial condition and results of operations, as well as to trends and assumptions that may affect the Company.  Generally, forward-looking statements can be identified through the use of predictive words (e.g., “Outlook for 2008”).  Actual results may differ from the Company’s predictions.  Some factors that could cause results to differ are discussed throughout Management’s Discussion and Analysis, including in the Cautionary Statement on page 64.  The forward-looking statements contained in this filing represent management’s current estimate as of the date of this filing.  Management does not assume any obligation to update these estimates.

Reclassifications

Certain insignificant reclassifications have been made to prior years' amounts to conform to the presentation of 2007 amounts.

Overview

The Company constitutes one of the largest investor-owned health service organizations in the United States. Its subsidiaries are major providers of health care and related benefits, the majority of which are offered through the workplace, including health care products and services such as: medical coverages, pharmacy, behavioral health, dental benefits, and disease management, group disability, life and accident insurance; and disability and workers’ compensation case management and related services.  In addition, the Company has an international operation that offers life, accident and supplemental health insurance products and international health care products and services to businesses and individuals in selected markets. The Company also has certain inactive businesses, including a run-off reinsurance operation.  See “Business – Item 1” in the Company’s Form 10-K for additional information on its segments.

The Company generates revenues, net income and cash flow from operations by:

·  
maintaining and growing its customer base;
·  
charging prices that reflect emerging experience;
·  
investing available cash at attractive rates of return for appropriate durations; and
·  
effectively managing other operating expenses.

The Company’s ability to increase revenue, net income and operating cash flow is directly related to its ability to address broad economic and industry factors and execute its strategic initiatives, the success of which is measured by certain key factors as discussed below.

Key factors affecting the Company’s results include:

·  
the ability to profitably price products and services at competitive levels;
·  
the volume of customers served and the mix of products and services purchased by those customers;
·  
the Company’s ability to cross sell its various health and related benefit products;
·  
the relationship between other operating expenses and revenue; and
·  
the effectiveness of the Company’s capital deployment initiatives.

The Company’s results are influenced by a range of economic and other factors, especially:

·  
cost trends and inflation for medical and related services;
 
39

·  
utilization patterns of medical and other services;
·  
employment levels;
·  
the tort liability system;
·  
developments in the political environment both domestically and internationally;
·  
interest rates, equity market returns and foreign currency fluctuations;
·  
regulations and tax rules related to the administration of employee benefit plans; and
·  
federal and state regulation.

The Company regularly monitors the trends impacting operating results from the above mentioned key factors and economic and other factors.  The Company develops strategic and tactical plans designed to improve performance and maximize its competitive position in the markets it serves.  The Company’s ability to achieve its financial objectives is dependent upon its ability to effectively execute these plans and to appropriately respond to emerging economic and company-specific trends.

The Company is continuing to improve the performance of and profitably grow the health care operations; as well as continuing to profitably grow the disability and life insurance and international businesses; and managing the risks associated with the run-off reinsurance operations.  In the health care businesses, the Company has operational improvement initiatives (see pages 50-52) in place to:

(1) 
offer products that meet emerging consumer and market trends;
(2) 
underwrite and price products effectively;
(3) 
grow medical membership;
(4) 
effectively manage medical costs;
(5) 
deliver quality member and provider service;
(6) 
maintain and upgrade information technology systems; and
(7) 
reduce other operating expenses.

The Company believes that the health care business model is evolving to one that focuses more directly on the role and needs of the health care consumer.  The consumer-directed environment presents particular challenges by requiring a more complex service model and products specifically designed to meet the emerging market needs of the consumer.  In order to meet the emerging market challenges, the Company is investing in product development, service, technology, educational resources and customer support tools to assist consumers in making more informed choices regarding their health care and to achieve better health outcomes. These investments and execution of related initiatives are critical to respond to increasing consumer demands.  The Company believes that its investments in these areas will position it to more effectively meet emerging market needs and better position the Company to be a leader in the health care industry.
 
CONSOLIDATED RESULTS OF OPERATIONS

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 15,008     $ 13,641     $ 13,695  
Net investment income
    1,114       1,195       1,359  
Mail order pharmacy revenues
    1,118       1,145       883  
Other revenues
    368       346       754  
Realized investment gains
                       
     (losses)
    15       220       (7 )
Total revenues
    17,623       16,547       16,684  
Benefits and expenses
    15,992       14,816       14,891  
Income from continuing
                       
     operations before taxes
    1,631       1,731       1,793  
Income taxes
    511       572       517  
Income from continuing
                       
     operations
    1,120       1,159       1,276  
Income (loss) from discontinued
                 
     operations, net of taxes
    (5 )     (4 )     349  
Net income
  $ 1,115     $ 1,155     $ 1,625  
Realized investment gains
                       
     (losses), net of taxes
  $ 10     $ 145     $ (11 )

The Company’s consolidated results of operations include results from discontinued operations, which are discussed on page 56.

Special Items

In order to facilitate an understanding and comparison of results of operations and permit analysis of trends in underlying revenue, expenses and income from continuing operations, the following table presents special items, which management believes are not representative of the underlying results of operations.  See “Quarterly Financial Data” on page 104 for special items reported quarterly in 2007 and 2006.

SPECIAL ITEMS
           
   
Pre-Tax
   
After-Tax
 
   
Benefit
   
Benefit
 
(In millions)
 
(Charge)
   
(Charge)
 
2007
           
Completion of IRS examination
  $ -     $ 23  
Reserve charge on guaranteed minimum
               
     income benefit contracts
    (86 )     (56 )
Total
  $ (86 )   $ (33 )
2006
               
Charge associated with settlement of
 shareholder litigation
  $ (38 )   $ (25 )
Cost reduction charge
    (37 )     (23 )
Total
  $ (75 )   $ (48 )
2005
               
Accelerated amortization of deferred
               
     gain on sale of retirement benefits
               
     business
  $ 322     $ 204  
Cost reduction charge
    (51 )     (33 )
IRS tax settlement
    6       81  
Charge associated with a modified
               
     coinsurance arrangement
    (12 )     (8 )
Total
  $ 265     $ 244  


40

Special items for 2007 consisted of:

·  
previously unrecognized tax benefits resulting from the completion of the IRS examination for the 2003 and 2004 tax years; and
·  
a charge for changes in the long-term assumptions for annuitization and lapse rates for guaranteed minimum income benefit contracts.

Special items for 2006 consisted of:

·  
a charge associated with the settlement of the shareholder class action lawsuit brought against the Company.  This charge included certain costs to defend and was net of expected insurance recoveries; and
·  
a charge for severance costs resulting from a review of staffing levels in the Health Care operations and in supporting areas.

Special items for 2005 consisted of:

·  
accelerated amortization of deferred gain on the sale of the retirement benefits business;
·  
a charge for severance costs associated with streamlining the operations of the Health Care operations and supporting areas.  The Company substantially completed this program in 2006;
·  
a tax benefit primarily from the release of tax reserves and valuation allowances resulting from the completion of the IRS audit for years 2000-2002; and
·  
a charge associated with a modified coinsurance arrangement resulting from the sale of the retirement benefits business in 2004.

The impact of these special items on the segments is shown in the “Results of Operations” table within each segment discussion.

Overview of 2007 Consolidated Results of Operations

Income from continuing operations excluding the special items discussed above decreased in 2007, compared with 2006, principally reflecting lower realized investment gains primarily due to lower gains from sales of equity interests in real estate limited liability entities of $145 million.

These factors were partially offset by higher earnings in the Health Care (see page 48), Disability and Life (see page 52), International (see page 53) and Run-off Reinsurance (see page 53) segments.

Overview of 2006 Consolidated Results of Operations

Income from continuing operations in 2006, excluding the special items discussed above, increased compared to 2005 principally reflecting:

·  
improved realized investment results primarily due to sales of equity interests in real estate limited liability entities of $165 million after-tax;
·  
lower losses in the Run-off Reinsurance segment; and
·  
higher earnings in the International segment driven by growth in the expatriate employee benefits business and the life, accident and health insurance business.

These factors were partially offset by lower segment earnings in the Health Care segment (see page 48).

Outlook for 2008

The Company expects full year 2008 income from continuing operations, excluding realized investment results, the results of the guaranteed minimum income benefits (GMIB) business and special items, to be higher than the comparable 2007 amount primarily due to   earnings growth in the Health Care, Disability and Life and International segments, tempered by lower earnings in the Run-off Reinsurance segment.   The Company’s outlook is subject to the factors cited in the Cautionary Statement on page 64.

Management is not able to estimate 2008 income from continuing operations under generally accepted accounting principles because it includes realized investment gains (losses), the results of the GMIB business and special items. Information is not available for management to reasonably estimate future realized investment gains (losses), the results of the GMIB business under a new accounting standard (see Note 2(B) to the Consolidated Financial Statements) or special (non-recurring) items, due, in part, to interest rate and stock market volatility and other internal and external factors.

Revenues

The Company’s revenues are derived from a variety of sources.  See Note 2(S) to the Consolidated Financial Statements for further details.

Total revenue increased by 7% in 2007, compared with 2006 and decreased by 1% in 2006, compared with 2005.  Changes in the components of total revenue are described more fully below.

Premiums and Fees

Premiums and fees increased 10% in 2007, compared to 2006, primarily attributable to higher specialty revenues and growth in medical membership as well as strong  renewal pricing on existing business in the Health Care segment (see page 48) and strong business growth in the  Disability and Life (see page 52) and International segments (see page 53).

Premiums and fees decreased marginally in 2006 reflecting the loss of a large prescription drug contract of $1.1 billion.  Excluding the loss of this contract, premiums and fees increased 9% in 2006, compared with 2005 primarily due to membership growth and rate increases in the Health Care, Disability and Life and International segments (see pages 48-53).
 
41

Net Investment Income

Net investment income decreased 7% in 2007.  This decrease was primarily attributable to share repurchase activity and lower average assets driven by a decline in the Health Care segment resulting from:

·  
a shift in business from guaranteed cost products to administrative services only (ASO) products; and
·  
pre-funding of Medicare Part D claims.

Net investment income decreased 12% in 2006 as a result of the 2006 conversion of the single premium annuity business to indemnity reinsurance (see page 55 for additional information) and share repurchase activity.

Net investment income also reflects the impact of yields, which were lower in 2007 and higher in 2006 as a result of changes in interest rates.

Mail Order Pharmacy Revenues

Mail order pharmacy revenues in 2007 were comparable to 2006.  Mail order pharmacy revenues increased 30% in 2006, compared with 2005, primarily due to higher volume.

Other Revenues

Other revenues for the Company include certain Health Care specialty products, including behavioral health and disease management, results from futures contracts in the run-off reinsurance operations and amortization of deferred gains associated with sold businesses.

Other revenues increased 6% in 2007, as compared with 2006, primarily due to lower losses from futures contracts in the run-off reinsurance operations partially offset by lower other revenues in the Disability and Life segment (see page 52).

Other revenues decreased 54% in 2006, as compared with 2005, primarily due to lower deferred gain amortization associated with the sold retirement benefits business and higher losses from futures contracts in the run-off reinsurance operations.

Realized Investment Gains (Losses)

Realized investment gains (losses) were higher in 2006, compared with 2007 and 2005, primarily due to sales of equity interests in real estate limited liability entities.

CRITICAL ACCOUNTING ESTIMATES

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect reported amounts and related disclosures in the consolidated financial statements.  Management considers an accounting estimate to be critical if:

·  
it requires assumptions to be made that were uncertain at the time the estimate was made; and
·  
changes in the estimate or different estimates that could have been selected could have a material effect on the Company’s consolidated results of operations or financial condition.

Management has discussed the development and selection of its critical accounting estimates with the Audit Committee of the Company’s Board of Directors and the Audit Committee has reviewed the disclosures presented below.

In addition to the estimates presented in the following table, there are other accounting estimates used in the preparation of the Company’s consolidated financial statements, including estimates of liabilities for future policy benefits other than those identified in the following table, as well as estimates with respect to unpaid claims and claim expenses, postemployment and postretirement benefits other than pensions, certain compensation accruals, and income taxes.

Management believes the current assumptions used to estimate amounts reflected in the Company’s consolidated financial statements are appropriate.  However, if actual experience differs from the assumptions used in estimating amounts reflected in the Company’s consolidated financial statements, the resulting changes could have a material adverse effect on the Company’s consolidated results of operations, and in certain situations, could have a material adverse effect on the Company’s liquidity and financial condition.

See Note 2(B) to the Consolidated Financial Statements for further information on significant accounting policies that impact the Company.
 
42

 

The table that follows presents information about the Company’s most critical accounting estimates, as well as the effects of hypothetical changes in the material assumptions used to develop each estimate.
 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Future policy benefits –
   Guaranteed minimum death  benefits
 
These liabilities are estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received.  The amounts to be paid represent the excess of the guaranteed death benefit over the values of contractholders’ accounts.  The death benefit coverage in force at December 31, 2007 (representing the amount payable if all approximately 750,000 contractholders had died as of that date) was approximately $4.2 billion.
 
Liabilities for future policy benefits for these contracts as of December 31 were as follows:
 
·   2007 – $848 million
·   2006 – $862 million
The Company estimates these liabilities based on assumptions for lapse, partial surrender, mortality, interest rates (mean investment performance and discount rate), and volatility.  These assumptions are based on the Company’s experience and future expectations over the long-term period.  The Company monitors actual experience to update these estimates as necessary.
 
Lapse refers to the full surrender of an annuity prior to a contractholder’s death.
 
Partial surrender refers to the fact that most contractholders have the ability to withdraw substantially all of their mutual fund investments while retaining any available death benefit coverage in effect at the time of the withdrawal.  Equity market declines could expose the Company to higher rates of partial surrender, the effect of which is not covered by the Company’s program to substantially reduce market risks.
 
Interest rates include both (a) the mean investment performance assumption considering the Company's program to reduce equity market exposures using futures contracts, and (b) the liability discount rate assumption.
 
Volatility refers to market fluctuations that affect the costs of the program adopted by the Company to reduce equity market risks associated with these liabilities.
 
Current assumptions used to estimate these liabilities are detailed in Note 7 to the Consolidated Financial Statements.  If an unfavorable change were to occur to those assumptions, the approximate after-tax decrease in net income would be as follows:
 
·   10% increase in mortality rates - $50 million
·   10% decrease in lapse rates - $20 million
·   10% increase in future partial surrenders - $5 million
·   50 basis point decrease in interest rates:
·   Mean Investment Performance -  $30 million
·   Discount Rate - $20 million
·   10% increase in volatility - $35 million
 
The amounts would be reflected in the Run-off Reinsurance segment.
Health Care medical claims payable
 
Medical claims payable for the Health Care segment include both reported claims and estimates for losses incurred but not yet reported.
 
Liabilities for medical claims payable as of December 31 were as follows:
 
·   2007 – gross $975 million; net $717 million
·   2006 – gross $960 million; net $710 million
·   2005 – gross $1.2 billion; net $823 million
 
These liabilities are presented above both gross and net of reinsurance and other recoverables.
 
These liabilities generally exclude amounts for administrative services only business.
 
See Note 5 to the Consolidated Financial Statements for additional information.
 
The Company develops estimates for Health Care medical claims payable using actuarial principles and assumptions based on historical and projected claim payment patterns, medical cost trends, which are impacted by the utilization of medical services and the related costs of the services provided (unit costs), benefit design, seasonality, and other relevant operational factors.  The Company consistently applies these actuarial principles and assumptions each reporting period, with consideration given to the variability of these factors, and recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, which require that the liabilities be adequate under moderately adverse conditions.
 
The Company's estimate of the liability for medical claims incurred but not yet reported is primarily calculated using historical claim payment patterns and expected medical cost trends.  The Company analyzes the historical claim payment patterns by comparing the dates claims were incurred, generally the dates services were provided, to the dates claims were paid to determine “completion factors”, which are a measure of the time to process claims.  A completion factor is calculated for each month of incurred claims.  The Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  The Company estimates the ultimate liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claim data.  The difference between this estimate of the ultimate liability and the current paid claim data is the estimate of the remaining claims to be paid for each incurral month.  These monthly estimates are aggregated and included in the Company's Health Care medical claims payable at the end of each
For the year ended December 31, 2007, actual experience differed from the Company's key assumptions, resulting in $80 million of favorable incurred claims related to prior years’ medical claims payable of 1.3% of the current year incurred claims as reported for the year ended December 31, 2006. For the year ended December 31, 2006, actual experience differed from the Company's key assumptions, resulting in $173 million of favorable incurred claims related to prior years’ medical claims, or 2.6% of the current year incurred claims reported for the year ended December 31, 2005.  Specifically, the favorable impact is due to faster than expected completion factors and lower than expected medical cost trends, both of which included an assumption for moderately adverse experience.
 
The corresponding impact of favorable prior year development on net income was $8 million for the year ended December 31, 2007 and $54 million for the year ended December 31, 2006.  The change in the amount of the incurred claims related to prior years in the medical claims payable liability does not directly correspond to an increase or decrease in the Company's net income.  See Note 5 to the Consolidated Financial Statements for additional information.
 
Recent variances were 1.3% for the year ended December 31, 2007 and 2.6% for the year ended December 31, 2006 related to the impact of the prior year medical claims payable; and 0.1% for the year ended December 31, 2007 and 0.8% for the year
 
43

 
reporting period.  Completion factors are used to estimate the health care medical claims payable for all months where claims have not been completely resolved and paid, except for the most recent month as described below.
 
Completion factors are impacted by several key items including changes in the level of claims processed electronically versus manually (auto-adjudication), changes in provider claims submission rates, membership changes and the mix of products.  As noted, the Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  This approach implicitly assumes that historical completion rates will be a useful indicator for the current period.  It is possible that the actual completion rates for the current period will develop differently from historical patterns, which could have a material impact on the Company's medical claims payable and net income.
 
Claims incurred in the most recent month have limited paid claim data, since a large portion of health care claims are not submitted to the Company for payment in the month services have been provided.  This makes the completion factor approach less reliable for claims incurred in the most recent month.  As a result, in any reporting period, for the estimates of the ultimate claims incurred in the most recent month, the Company primarily relies on medical cost trend analysis, which reflects expected claim payment patterns and other relevant operational considerations.  Medical cost trend is impacted by several key factors including medical service utilization and unit costs and the Company’s ability to manage these factors through benefit design, underwriting, provider contracting and the Company's medical management initiatives.  These factors are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior.
 
Because historical trend factors are often not representative of current claim trends, the trend experienced for the most recent history along with an analysis of emerging trends, have been taken into consideration in establishing the liability for medical claims payable at December 31, 2007 and 2006.  It is possible that the actual medical trend for the current period will develop differently from the expected, which could have a material impact on the Company's medical claims payable and net income.
 
For each reporting period, the Company evaluates key assumptions by comparing the assumptions used in establishing the medical claims payable to actual experience. When actual experience differs from the assumptions used in establishing the liability, medical claims payable are increased or decreased through current period net income.  Additionally, the Company evaluates expected future developments and emerging trends which may impact key assumptions.  The estimation process involves considerable judgment, reflecting the variability inherent in forecasting future claim payments.  The adequacy of these estimates is highly sensitive to changes in the Company's key assumptions, specifically completion factors, which are impacted by actual or expected changes in the submission and payment of medical claims, and medical cost trends, which are impacted by actual or expected changes in the utilization of medical services and unit costs.
 
See Note 5 to the Consolidated Financial Statements for additional information.
ended December 31, 2006 related to the impact on net income. The Company believes that based on the current mix of business as of December 31, 2007, relative to the health care medical claims payable, the annual impact of each 1% variance between the actual and expected incurred medical claims on the Company’s net income would be approximately $35 million, favorable or unfavorable dependent on the direction of the actual versus expected variance.
 
Based on the current mix of business, the Company would reasonably expect the variance between actual and expected incurred medical claims to be within the range of +/- 0% to 1%.  This potential variance is expected to be driven evenly by completion factors and monthly medical cost trends.  While these ranges are consistent with the more recent variation in actual completion factors and medical trend assumptions, including the impact of recent operational and environmental changes, there is significant uncertainty regarding the ultimate outcome of actual results versus individual assumptions, and accordingly, more precision is not appropriate.
 
The amounts would be reflected in the Health Care segment.

44

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Accounts payable, accrued expenses and other liabilities, and Other assets -
   Guaranteed minimum income  benefits
 
These liabilities are estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received.  The amounts to be paid represent the excess of the expected value of the income benefit over the value of the annuitants’ accounts at the time of annuitization.
 
The assets associated with these contracts represent receivables in connection with reinsurance that the Company has purchased from two external reinsurers, which covers 55% of the exposures on these contracts.
 
Net liabilities related to these contracts as of December 31 were as follows:
 
·   2007 – $313 million
·   2006 – $88 million
 
As of December 31, net amounts recoverable related to these contracts from two external reinsurers were as follows:
 
·   2007 – $197 million
·   2006 – $46 million
 
Additional liabilities associated with the cost of reinsurance as of December 31 were as follows:
 
·   2007 – $24 million
·   2006 – $47 million
 
As discussed in Note 2(B) to the Consolidated Financial Statements, the Company will implement SFAS No. 157, “Fair Value Measurements,” on January 1, 2008.  The new requirements that focus on exit price to measure fair value will impact the current assumptions and resulting estimated fair value of assets and liabilities for guaranteed minimum income benefits and are expected to reduce the Company's net income at implementation between $125 million to $150 million, net of estimated reinsurance recoverable.
The Company estimates the fair value of the assets and liabilities associated with these contracts using assumptions as to market returns and volatility of the underlying equity and bond mutual fund investments, interest rates, mortality, lapse, credit risk and annuity election rates.  Changes in fair value are reported in other operating expenses.

Annuity election rates refer to the proportion of annuitants who elect to receive their income benefit as an annuity.

Lapse refers to the full surrender of an annuity prior to annuitization of the policy.

The Company has been monitoring annuity election rate experience and, in 2007, increased its assumption related to annuity election rates resulting in a charge (net of reinsurance) of $75 million pre-tax. Also in 2007, the Company completed a review of lapse experience for these contracts. As a result of the review, the Company decreased its lapse assumption resulting in a charge (net of reinsurance) of $11 million pre-tax; because fewer annuitants are expected to lapse coverage, the Company’s expected claims increase.  In combination, the Company recognized in the second quarter of 2007 a total charge of $56 million after-tax ($86 million pre-tax) for these changes in the long-term assumptions.  This charge is reflected as a special item (see page 40).

Credit risk refers to the ability of these reinsurers to pay.

Interest rates include both (a) the liability discount rate assumption and (b) the projected interest rates used to calculate the reinsured income benefit at the time of annuitization (claim interest rate).

Volatility refers to the degree of variation of future market returns of the underlying mutual fund investments.
After implementation of SFAS 157, the Company will consider the various assumptions used to estimate fair values of assets and liabilities associated with these contracts in two categories.  The first group of assumptions consists of future annuitant behavior including annuity election rates, lapse, and mortality as well as retrocessionnaire credit risk.  Current assumptions used to estimate these liabilities are detailed in Note 20 to the Consolidated Financial Statements.  The Company will estimate a hypothetical market participant's view of these assumptions considering the actual and expected experience of the Company and other relevant and available industry sources.  If an unfavorable change were to occur in these assumptions before the implementation of SFAS No. 157, the approximate after-tax decrease in net income, net of estimated reinsurance recoverable, would be as follows:
 
·  10% decrease in mortality - less than $1 million
·  10% increase in annuity election rates - $5 million
·  10% decrease in lapse rates – $3 million
·  10% decrease in amounts recoverable from reinsurers (credit risk) - $10 million
 
After the implementation of SFAS No. 157, the potential effects on net income of unfavorable changes in these assumptions are generally expected to be 50% to 100% more than noted above, primarily because the liabilities, net of reinsurance recoverable will be higher at the date of implementation.  In addition to these assumptions, the Company will estimate a risk and profit charge that a hypothetical market participant would require to assume this business.
 
The second group of assumptions used to estimate these fair values consist of capital markets inputs including market returns and discount rates, claim interest rates and market volatility.  After the implementation of SFAS No. 157, the Company's results of operations are expected to be more volatile in future periods because these assumptions will be based largely on market-observable inputs at the close of each period including risk free interest rates and market implied volatilities.  If the following unfavorable changes were to occur after the implementation of SFAS No. 157 on January 1, 2008, the approximate after-tax decrease in net income, net of estimated reinsurance recoverable, would be as follows:
 
·  50 basis point decrease in risk free interest rates (which are aligned with LIBOR) used for projecting market returns and discounting - $15 to $20 million
·  50 basis point decrease in interest rates used for projecting claim exposure (7 year Treasury rates) - $30 million
·   10% increase in market volatility - $5 million
 
In addition, if annuitants' account values as of December 31, 2007 declined by 10% due to the performance of the underlying mutual funds, the approximate after-tax decrease in net income net of estimated reinsurance recoverable would be approximately $35 million.
 
All of these estimated impacts due to unfavorable changes could vary from quarter to quarter depending on actual reserve levels, the actual market conditions or changes in the anticipated view of a hypothetical market participant as of any future valuation date.
 
The amounts would be reflected in the Run-off Reinsurance segment.  See Note 2(B) to the Consolidated Financial Statements for further information.
 
 
45

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Reinsurance recoverables –
  Reinsurance recoverables in
  Run-off Reinsurance
 
Collectibility of reinsurance recoverables requires an assessment of risks that such amounts will not be collected, including risks associated with reinsurer default and disputes with reinsurers regarding applicable coverage.
 
Gross and net reinsurance recoverables in the Run-off Reinsurance segment as of December 31, were as follows:
 
·   2007 – gross $203 million; net $191
   million
·   2006 – gross $506 million; net $360 million
·   2005 – gross $565 million; net $417 million
 
The amount of reinsurance recoverables in the Run-off Reinsurance segment, net of reserves, represents management’s best estimate of recoverability, including an assessment of the financial strength of reinsurers.  The ultimate amounts received are dependent, in certain cases, on the resolution of disputes with reinsurers, including the outcome of arbitration and litigation proceedings.
A 10% reduction of net reinsurance recoverables due to uncollectibility at December 31, 2007, would reduce net income by approximately $15 million after-tax.
 
The amounts would be reflected in the Run-off Reinsurance segment.
 
See Note 8 to the Consolidated Financial Statements for additional information.
Accounts payable, accrued expenses and other liabilities-pension liabilities
 
These liabilities are estimates of the present value of the qualified and nonqualified pension benefits to be paid (attributed to employee service to date) net of the fair value of plan assets. The accrued pension benefit liability as of December 31 was as follows:
 
·   2007 – $628 million
·   2006 – $843 million
 
See Note 9 to the Consolidated Financial Statements for additional information.
The Company estimates these liabilities with actuarial models using various assumptions including discount rates and an expected return on plan assets.
 
Discount rates are set considering actual annualized yields for high quality, long-term corporate bonds, adjusted to reflect the duration of the pension liabilities.
 
The expected return on plan assets for the domestic qualified pension plan is developed considering actual historical returns, current and expected market conditions, plan asset mix and management’s investment strategy.  In addition, to measure pension costs the Company uses a market-related asset value method for domestic qualified pension plan assets invested in non-fixed income investments, which are approximately 80% of total plan assets.  This method recognizes market appreciation or depreciation in the non-fixed income portfolio over 5 years, a method that reduces the short-term impact of market fluctuations on pension cost.
 
The declining interest rate environment has resulted in an accumulated unrecognized actuarial loss of $0.4 billion at December 31, 2007.  The actuarial loss adjusted for unrecognized changes in market-related asset values is amortized over the remaining service life of pension plan participants if the loss exceeds 10% of the market-related value of plan assets or 10% of the projected benefit obligation, whichever is greater.  As of December 31, 2007, approximately $0.3 billion of the adjusted actuarial loss exceeded 10% of the projected benefit obligation. As a result, approximately $35 million after-tax will be expensed in 2008 net income.  For the year ended December 31, 2007, $77 million after-tax was expensed in net income.
 
Changes to the Company's assumptions for discount rates and the expected return on domestic qualified plan assets will not change required cash contributions to the pension plan, as the Company funds at least the minimum amount required by ERISA.  Using past experience, the Company expects that it is reasonably possible that a favorable or unfavorable change in these key assumptions of 50 basis points could occur.  An unfavorable change is a decrease in these key assumptions with resulting impacts as discussed below.
 
If discount rates for the qualified and nonqualified pension plans decreased by 50 basis points:
 
·  annual pension costs for 2008 would increase by approximately $15 million, after-tax; and
·  the accrued pension benefit liability would increase by approximately $200 million as of December 31, 2007 resulting in an after-tax decrease to shareholders’ equity of approximately $130 million as of December 31, 2007.
 
If the expected return on domestic qualified pension plan assets decreased by 50 basis points, annual pension costs for 2008 would increase by approximately $10 million, after-tax.
 
If the December 31, 2007 fair values of domestic qualified plan assets decreased by 10%, the accrued pension benefit liability would increase by approximately $340 million as of December 31, 2007 resulting in an after-tax decrease to  shareholders’ equity of approximately $220 million.
 
A favorable change is an increase in these key assumptions and would result in impacts to annual pension costs, the accrued pension liability and shareholders’ equity in an opposite direction, but similar amounts.
 

 
46

 

 
Balance Sheet Caption /
Nature of Critical Estimate Item
 
Assumptions / Approach Used
Effect if Different Assumptions Used
Investments – Fixed maturities
 
  Recognition of losses from “other
  than temporary” impairments of
  public and private placement
  fixed maturities
 
Losses for “other than temporary” impairments of fixed maturities must be recognized in net income based on an estimate of fair value by management.
 
Changes in fair value are reflected as an increase or decrease in shareholders’ equity.  A decrease in fair value is recognized in net income when the decrease is determined to be “other than temporary.”
 
Determining whether a decline in value is “other than temporary” includes an evaluation of the reasons for and the significance of the decrease in value of the security as well as the duration of the decrease.
 
Management estimates the amount of an “other than temporary” impairment when a decline in value is expected to persist, using quoted market prices for public securities with active markets and generally the present value of future cash flows for private placement bonds and other public securities.  Expected future cash flows are based on historical experience of the issuer and management’s expectation of future performance.  See “Quality Ratings” on page 60 for additional information.
 
The Company recognized "other than temporary" impairments of investments in fixed maturities as follows (after-tax, excluding policyholder share):
 
·   2007 – $20 million
·   2006 – $18 million
·   2005 – $12 million
 
See Note 10(A) to the Consolidated Financial Statements for a discussion of the Company’s review of declines in fair value.
 
For all fixed maturities with cost in excess of their fair value, if this excess was determined to be other-than-temporary, the Company's net income as of December 31, 2007 would have decreased by approximately $81 million after-tax.
 
For private placement bonds considered impaired, a decrease of 10% of all expected future cash flows for the impaired bonds would reduce net income by approximately $1 million after-tax.

 
 
47


 
SEGMENT RESULTS OF OPERATIONS

Operating segments generally reflect groups of related products, but the International segment is generally based on geography.  The Company measures the financial results of its segments using “segment earnings (loss),” which is defined as income (loss) from continuing operations excluding realized investment gains (losses).  Beginning in 2007, the Company reports the results of the run-off retirement business in Other Operations.  Prior periods have been restated to conform to this presentation.  See Note 19 to the Consolidated Financial Statements for additional segment information and a reconciliation of segment earnings (loss) to the Company’s consolidated income from continuing operations.

Health Care Segment

Segment Description

The Health Care segment includes medical, dental, behavioral health, prescription drug and other products and services that may be integrated to provide consumers with comprehensive health care solutions.  This segment also includes group disability and life insurance products that were historically sold in connection with certain experience-rated medical products that continue to be managed within the health care business.

These products and services are offered through guaranteed cost, retrospectively experience-rated and service funding arrangements.  For a description of funding arrangements, see page 5 in this Form 10-K.
 
The company measures the operating effectiveness of the Health Care segment using the following key factors:

·  
segment earnings;
·  
membership growth;
·  
sales of specialty products to core medical customers;
·  
changes in operating expenses per member; and
·  
medical expense as a percentage of premiums (medical cost ratio) in the guaranteed cost business.

Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 10,666     $ 9,830     $ 10,177  
Net investment income
    202       261       275  
Mail order pharmacy revenues
    1,118       1,145       883  
Other revenues
    250       226       208  
Segment revenues
    12,236       11,462       11,543  
Mail order pharmacy cost
                       
    of goods sold
    904       922       690  
Benefits and other expenses
    10,295       9,534       9,804  
Benefits and expenses
    11,199       10,456       10,494  
Income before taxes
    1,037       1,006       1,049  
Income taxes
    358       353       361  
Segment earnings
  $ 679     $ 653     $ 688  
Realized investment gains,
                       
     net of taxes
  $ 14     $ 105     $ 1  
Special item (after-tax)
                       
     included in segment earnings:
                 
Cost reduction charge
  $ -     $ (15 )   $ (14 )
 
The Health Care segment's earnings in all years presented were impacted by favorable after-tax prior year claim development of $8 million, $54 million and $137 million, in 2007, 2006 and 2005, respectively.

The amount of prior year claim development recorded in 2007, compared with 2006, is lower due to actual medical cost trends and completion factors being more in line with initial assumptions.

The amount of prior year claim development recorded in 2006 and in 2005 was attributable to better than expected completion factors reflecting shorter claims processing times due to more timely submission of claims as well as higher auto adjudication rates. Additionally, lower than expected medical cost trends also contributed to the favorable results. These results were driven by lower inpatient, outpatient and pharmacy service utilization and successful provider contracting initiatives as well as the mix of services provided.

Excluding such prior year claim development and the special items noted in the table above, segment earnings in 2007 increased over 2006 due to:

·  
increased earnings from the specialty businesses;
·  
margin improvements in the stop-loss product;
·  
a lower medical cost ratio in the guaranteed cost business of 160 basis points due to strong renewal pricing increases in excess of medical cost trend; and
·  
aggregate medical membership growth of approximately 800,000 members, including  growth in the voluntary/ limited benefits business.

These factors were partially offset by lower margins in the experience-rated business as well as lower net investment income due to lower average assets and lower yields.

Excluding prior year claim development and the special items noted in the table above, segment earnings for 2006 were higher than 2005 due to:

·  
higher earnings from the specialty businesses associated with core medical members;
·  
higher medical membership of approximately 300,000 members;
·  
improved cost productivity from expense reduction initiatives reflected in lower operating costs per member; and
·  
lower losses in the Medicare Part D program of $11 million after-tax.

These factors were partially offset by lower results in the guaranteed cost business reflecting premium increases which were less than medical cost increases and lower experience-rated earnings.
 
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Revenues

The table below shows premiums and fees for the Health Care segment:

(In millions)
 
2007
   
2006
   
2005
 
Medical:
                 
   Commercial HMO 2
  $ 2,220     $ 2,744     $ 2,646  
   Open access/Other
                       
      guaranteed cost 3
    1,657       946       463  
   Voluntary/limited benefits
    160       72       -  
   Total guaranteed cost 1
    4,037       3,762       3,109  
   Experience-rated medical 1, 4
    1,877       1,760       2,836  
   Dental
    773       776       899  
   Medicare
    349       321       286  
   Medicare Part D 6
    326       215       -  
   Other medical 5
    1,062       929       926  
   Total medical
    8,424       7,763       8,056  
Life and other non-medical
    235       305       399  
   Total premiums
    8,659       8,068       8,455  
Fees 1,6
    2,007       1,762       1,722  
     Total premiums and fees
  $ 10,666     $ 9,830     $ 10,177  
1 Premiums and/or fees associated with certain specialty products are also included.
2 Includes premiums of $82 million for 2006 associated with the health care members in Tucson, Arizona (see Medical Membership below).
3 Includes premiums associated with other risk-related products primarily open access products.
4 Includes minimum premium members, who have a risk profile similar to experience-rated funding arrangements.  The risk portion of minimum premium revenue is reported in experience-rated medical premium whereas the self funding portion of minimum premium revenue is recorded in fees.  
5 Other medical premiums include risk revenue for stop-loss and specialty products.
6 Represent administrative service fees for medical members and related specialty product fees for non-medical members as well as fees related to Medicare
Part D.

Premiums and fees. Premiums and fees increased 9% in 2007, compared with 2006, primarily reflecting:

·  
strong renewal pricing on existing business, particularly in the guaranteed cost business;
·  
higher Medicare Part D premiums of $111 million;
·  
growth in specialty revenues; and
·  
aggregate medical membership growth, including the voluntary/ limited benefits business.

In addition, premiums and fees in 2007 reflect a change in the mix of products to more service-only products from guaranteed cost products.

Premiums and fees reflect the loss in 2006 of a large prescription drug contract of $1.1 billion in the experience-rated business.  The loss of this contract had minimal impact to earnings, however the final settlement of this contract did result in net cash outflows in 2006.

Excluding the loss of this contract, premiums and fees increased by 9% in 2006, compared with 2005, primarily due to increased guaranteed cost membership and rate increases, as well as premiums and fees associated with the Medicare Part D and voluntary/limited benefits businesses.
 
Other revenues. Other revenues for the Health Care segment consist of revenues earned on direct channel sales of certain specialty products, including behavioral health and disease management.

Other revenues increased 11% in 2007 and 9% in 2006 primarily due to business growth.

Benefits and Expenses

Health Care segment benefits and expenses consist of the following:

(In millions)
 
2007
   
2006
   
2005
 
Medical claims expense
  $ 6,798     $ 6,111     $ 6,305  
Other benefit expenses
    225       260       347  
Mail order pharmacy
                       
   cost of goods sold
    904       922       690  
Other operating expenses
    3,272       3,163       3,152  
     Total benefits and expenses
  $ 11,199     $ 10,456     $ 10,494  

Medical claims expense.   Medical claims expense included favorable prior year claim development of $12 million in 2007, $83 million in 2006 and $211 million in 2005.  Excluding the prior year claim development, medical claims expense increased 10% in 2007 compared to 2006 primarily due to medical trend, increased Medicare Part D membership and the impact of the Star HRG operations.  The increase in medical claims expense for the guaranteed cost business was more than offset by the increase in premiums as demonstrated by the improvement in the medical cost ratio to 84.2% from 85.8%.

Excluding prior year claim development and the loss of a large prescription drug contract, medical claims expense increased 14% in 2006, compared with 2005. This increase was due to the impact of medical trend as demonstrated by a worsening in the medical cost ratio in the guaranteed cost business to 85.8% from 84.1%, the introduction of Medicare Part D in 2006 and the impact of Star HRG, which was acquired in July 2006.

See Note 5 to the Consolidated Financial Statements for additional information about medical claims payable and medical claims expense.

Other operating expenses. Other operating expenses include expenses related to both retail and mail order pharmacy, disease management, voluntary and limited benefits and Medicare claims administration businesses .

Excluding these items, other operating expenses increased in 2007, compared with 2006, reflecting membership growth and higher spending on information technology, including market facing capabilities.  This increase was partially offset by productivity savings which were reflected in lower operating expenses per member due to the success of various expense reduction initiatives.
 
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Other operating expenses for 2006 include the favorable impact of a $22 million pre-tax ($14 million after-tax) insurance recovery resulting from a litigation matter.  Other operating expenses increased in 2006 reflecting costs associated with certain revenue growth initiatives and amortization of software development.  Excluding these items, other operating expenses for 2006 reflect productivity improvements.

Other Items Affecting Health Care Results

Medical Membership

The Company's medical membership includes any individual for whom the Company retains medical underwriting risk, who uses the Company’s network for services covered under their medical coverage or for whom the Company administers medical claims.

(In thousands)
 
2007
   
2006
   
2005
 
Guaranteed cost:
                 
Commercial HMO
    523       764       813  
Medicare
    31       32       32  
Open access/Other
                       
   guaranteed cost 1
    515       366       214  
Total guaranteed cost, excluding
                 
   voluntary/limited benefits
    1,069       1,162       1,059  
Voluntary/limited benefits
    180       164       -  
Total guaranteed cost
    1,249       1,326       1,059  
Experience-rated 2
    907       935       1,129  
Service 3
    8,013       7,128       6,902  
Total medical membership
    10,169       9,389       9,090  
1 Includes membership associated with other risk-related products, primarily open access products.
2   Includes minimum premium members, who have a risk profile similar to experience-rated funding arrangements.  The risk portion of minimum premium revenue is reported in experience-rated medical premium whereas the self funding portion of minimum premium revenue is recorded in fees.
3   Includes approximately 25 thousand members obtained through the acquisition of Mid-South Administrative Group, LLC, which was effective January 1, 2007, and includes 340 thousand members related to Sagamore Health Network, which was acquired on August 1, 2007.

During 2007, medical membership increased by 8.3%, including members from the August 1, 2007 acquisition of Sagamore Health Network, Inc.  Excluding this acquisition, medical membership increased 4.7% due to growth in the service business.

During 2006, the Company's medical membership increased by 3% including approximately 164,000 members with voluntary or other limited health care benefits coverage as a result of the Star HRG acquisition in 2006.  Excluding this acquisition, medical membership increased 1.5% reflecting growth in service and other guaranteed cost, partially offset by lower experience-rated membership.

In 2006, approximately 54,000 health care members in Tucson, Arizona were transitioned to the Company as the result of an antitrust requirement to divest certain contracts in connection with the merger of two health care industry competitors.  Given the unique nature of this transaction, the Company did not include these members in its reported medical membership until affected customers renewed on the Company’s contracts.  As of December 31, 2007, all customers were up for renewal and the Company renewed contracts for approximately 36,000 members.  These members are now included in the above medical membership results.

In addition, in 2006, approximately 84,000 members were reclassified from experience-rated to administrative service only.  This change had no impact on reported revenues or segment earnings.

Operational Improvement Initiatives

The Company continues to devote its efforts to becoming the leading health service organization.  As such, the Company is focused on several initiatives including developing and enhancing a consumer focused service model.  This effort is expected to require significant investments over the next 3-5 years.  These investments will enable the Company to grow its membership and to improve operational effectiveness and profitability by developing innovative products and services that promote consumer engagement at a competitive cost.  Executing on these operational improvement initiatives is critical to attaining a leadership position in the health care marketplace.

Offering products that meet emerging consumer and market trends. The CIGNATURE®, CareAllies SM , and CIGNA Choice Fund® suite of products offers various options to consumers and employers and are key to our consumer engagement strategy.  Offerings include: choice of benefit, participating provider network, funding, medical management, and health advocacy options.  Through the CIGNA Choice Fund®, the Company offers a set of consumer-directed capabilities that includes options for health reimbursement arrangements and/or health savings accounts and enables consumers to make effective health decisions using information tools provided by the Company.

In July 2006, the Company acquired Star HRG, a leading provider of low cost health plans and other employee benefits coverage for hourly and part-time workers and their families.  This acquisition complements the Company’s existing product portfolio by giving the Company the capability to offer voluntary health insurance coverage.  Also in 2006, the Company acquired vielife, a U.K. based leading provider of integrated online health management and coaching programs and entered into a long-term agreement with the University of Michigan to access certain intellectual property related to identification of health risks and employer worksite health and wellness programs.

Underwriting and pricing products effectively.   One of the Company’s key priorities is to achieve strong profitability in a competitive health care market.  The Company is focused on effectively managing pricing and underwriting decisions at both the case and overall business level, particularly for the
 
50

guaranteed cost business as demonstrated in the improvement in the guaranteed cost medical cost ratio by 160 basis points in 2007 excluding prior year claim development.

Growing medical membership results.   The Company continues to focus on growing its medical membership by:

·  
increasing its share of the national and regional segments;
·  
providing a diverse product portfolio that meets current market needs as well as emerging consumer-directed trends;
·  
developing and implementing the systems, information technology and infrastructure to deliver member service that keeps pace with the emerging consumer-directed market trends;
·  
ensuring competitive provider networks; and
·  
maintaining a strong clinical quality in medical, specialty health care and disability management.

The Company is focused on segment expansion most notably in the voluntary, individual and small employer (less than 200 employees) and senior segments.  In an effort to achieve these objectives, the Company took the following strategic actions:

In November 2007, the Company announced its agreement to acquire Great-West Healthcare of Denver, Colorado. This acquisition will enable the Company to broaden its distribution reach and provider network, particularly in the western regions of the United States, and expand the range of health benefits and products it offers.  The Company is targeting an April 1, 2008 closing date.  See “Liquidity and Capital Resources Outlook” on page 58 for more information about funding this acquisition.

Additionally, the Company acquired Memphis-based Mid-South Administrative Group, LLC in January 2007 to give the Company an expanded local presence in Memphis and western Tennessee.

The Company formed strategic alliances with New York-based MVP Health Care/Preferred Care in September 2006 and with Minnesota-based HealthPartners in April 2006.  The Company believes that its medical management model, focus on clinical quality and ability to integrate health and related benefit solutions position the Company to continue to improve membership results.

These actions have enabled the Company to strengthen its national provider network; to enhance its ability to provide superior medical disease management programs and importantly, to grow membership while lowering medical costs in key geographic areas.

Effectively managing medical costs.   The Company operates under a centralized medical management model, which helps facilitate consistent levels of care for its members and reduces infrastructure expenses.
 
The Company is focused on continuing to effectively manage medical utilization and unit costs.  To help achieve this, the Company continues to focus on renegotiating contracts with providers and certain facilities to limit increases in medical reimbursement costs.  In addition, the Company seeks to strengthen its network position in selected markets and, on August 1, 2007, acquired Sagamore Health Network, Inc. in Indiana. Sagamore provides access to an extensive preferred provider network and offers access to a broad range of utilization review and case management services to health claim payer organizations, self-insured employers and third-party administrators.  In the future, the Company may pursue additional acquisitions and strategic alliances.

Delivering quality member and provider service.   The Company is focused on delivering competitive service to members, providers and customers. The Company believes that further enhancing quality service can improve member retention and, when combined with useful health information and tools, can help motivate members to become more engaged in their personal health, and will promote healthy outcomes thereby removing cost from the system.  The evolution of the consumer-driven healthcare market is driving increased product and service complexity and is raising consumers’ expectations with respect to service levels, which is expected to require significant investment, management attention and heightened interaction with customers.

The Company is focused on the development and enhancement of a service model that is capable of meeting the challenges brought on by the increasing product and service complexity and the heightened expectations of health care consumers.  The Company continues to invest in the development and implementation of systems and technology to improve the member and provider service experience, enhance its capabilities and improve its competitive position.

Maintaining and upgrading information technology systems.  The Company’s current business model and long-term strategy require effective and reliable information technology systems.  The Company’s current systems architecture will require continuing investment to meet the challenges of increasing consumer demands from both our existing and emerging customer base to support its business growth and strategies, improve its competitive position and provide appropriate levels of service to consumers.  The Company is focused on providing these enhanced strategic capabilities in response to increasing consumer expectations, while continuing to provide a consistent, high quality consumer service experience with respect to the Company’s current programs.  Further integration of the Company’s multiple administrative and customer facing platforms is required to support the Company's internal needs and growth strategies, and to ensure reliable, efficient and effective customer service both in today’s employer focused model as well as in a consumer directed model.  The Company’s ability to obtain and effectively deploy capital to make these investments will influence the timing and the impact these initiatives will have on its operations.
 
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Reducing other operating expenses. The Company operates in an intensely competitive marketplace and its ability to establish a meaningful cost advantage is key to achieving its initiatives. Accordingly, the Company continues to focus on initiatives that will increase its operating efficiency and responsiveness to customers.

The Company’s health advocacy capabilities support its recent membership growth.  The Company must be able to deliver those capabilities efficiently and cost-effectively.  The Company must continue to identify additional cost savings to further improve its competitive cost position.  Savings generated from the Company’s operating efficiency initiatives provide capital to make investments that will enhance its capabilities in the areas of consumerism, particularly product development, the delivery of member service and health advocacy and related technology. See Note 6 to the Consolidated Financial Statements for further information on initiatives to reduce operating expenses.

Disability and Life Segment

Segment Description

The Disability and Life segment includes group disability, life, accident and specialty insurance and case management for disability and workers’ compensation.

For a description of Disability and Life’s products and services, see page 11 in the “Business” section of this Form 10-K.

Key factors for this segment are:

·  
premium growth, including new business and customer retention;
·  
net investment income;
·  
benefits expense as a percentage of earned premium (loss ratio); and
·  
other operating expense as a percentage of earned premiums (expense ratio).

Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 2,374     $ 2,108     $ 2,065  
Net investment income
    276       256       264  
Other revenues
    131       161       198  
Segment revenues
    2,781       2,525       2,527  
Benefits and expenses
    2,435       2,214       2,208  
Income before taxes
    346       311       319  
Income taxes
    92       85       92  
Segment earnings
  $ 254     $ 226     $ 227  
Realized investment gains
                       
     (losses), net of taxes
  $ (5 )   $ 6     $ (4 )
Special item (after-tax) included in
                       
     segment earnings:
                       
Completion of IRS examination
  $ 6     $ -     $ -  
 
Segment results in 2007 include the net favorable impact of reserve studies of $12 million after-tax.  Segment results in 2006 include the net favorable impact of reserve studies of $28 million after-tax, partially offset by severance charges of $6 million. Results in 2005 include the net favorable impact of reserve studies of $17 million after-tax.

Excluding the impact of reserve studies and the special item noted in the table above, segment earnings increased in 2007, compared with 2006, driven by continued strong disability results, higher net investment income due to higher average assets and yields, and more favorable accident and group universal life claims experience.  In addition, segment earnings reflect effective operating expense management and strong earned premium growth.

Excluding the impact of the reserve studies, segment earnings decreased in 2006, compared with 2005 driven by lower net investment income due to lower average assets partially offset by higher yields and lower earnings in the workers' compensation case management business.

Revenues

Premiums and fees.   Premiums and fees increased 13% in 2007 and 2% in 2006 primarily reflecting business growth from new and existing customers and strong customer retention primarily in the disability and life insurance business while maintaining competitively strong margins.

Other revenues . Other revenues decreased 19% in 2007, compared with 2006, due to the loss of a significant customer in the workers’ compensation case management business in the fourth quarter of 2006.

Other revenues decreased 19% in 2006, compared with 2005, due to cancellations in the workers’ compensation case management business.

Benefits and Expenses
 
Excluding the pre-tax impact of reserve studies, the increase in benefits expense in 2007, compared with 2006, was primarily related to the net growth in earned premiums which was partially offset by more favorable mortality experience in the accident and specialty businesses.  The loss ratio in the disability business remained constant while the loss ratio in the accident and specialty businesses improved in 2007.

Excluding the pre-tax impact of reserve studies, the increase in benefits expense in 2006, compared with 2005, was related to the growth in earned premiums offset by favorable mortality in the life and accident insurance businesses, and more favorable disability claims experience.

2006 operating expenses include an $11 million pre-tax charge for severance.  Excluding this charge, other operating expense decreased in 2007 compared with 2006 primarily reflecting lower workers' compensation case management expenses due to declining business volumes, partially offset by business

52

growth in the disability, life and accident businesses.  The expense ratio improved reflecting effective operating expense management.  Excluding the severance charge, other operating expenses increased in 2006 as compared to 2005 primarily reflecting business growth in the disability, life and accident businesses, partially offset by lower workers’ compensation case management expenses due to declining business volumes.  The expense ratio increased slightly due to investments in information systems.

International Segment

Segment Description

The International segment includes life, accident and supplemental health insurance products and international health care products and services, including those offered to expatriate employees of multinational corporations.

The key factors for this segment are:

·  
premium growth, including new business and customer retention;
·  
benefits expense as a percentage of earned premium (loss ratio); and
·  
operating expense as a percentage of earned premium (expense ratio).

Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 1,800     $ 1,526     $ 1,243  
Net investment income
    77       79       71  
Other revenues
    7       2       (4 )
Segment revenues
    1,884       1,607       1,310  
Benefits and expenses
    1,612       1,394       1,155  
Income before taxes
    272       213       155  
Income taxes
    96       75       46  
Segment earnings
  $ 176     $ 138     $ 109  
Realized investment gains
                       
   (losses), net of taxes
  $ 1     $    (1 )   $ -  
Special item (after-tax) included in
                 
   segment earnings:
                       
Completion of IRS examination
  $ 2     $ -     $ 7  

Excluding the special item noted in the table above, International segment earnings increased in 2007 and 2006 primarily due to substantial earnings growth in the life, accident and health insurance business, particularly in South Korea, and in the expatriate employee benefits business.

Revenues

Premiums and fees.   The increases in premiums and fees of 18% in 2007 and 23% in 2006, were primarily attributable to new sales growth and strong customer retention in the life, accident and health insurance operations, particularly in South Korea, and in the expatriate employee benefits business.  These increases also reflect appropriate renewal pricing on existing business.
 
Premiums and fees, excluding the effect of foreign currency changes, were $1,745 million in 2007, $1,494 million in 2006 and $1,202 million in 2005.

Benefits and Expenses

Benefits and expenses increased 16% in 2007 and 21% in 2006, primarily due to business growth, particularly in South Korea.  While benefits and expenses increased in 2007, the loss ratio improved in the life, accident and health business. In addition, expense ratios in the life, accident and health and expatriate benefits businesses continue to be strong due to effective expense management.

Other Items Affecting International Results

South Korea represents the single largest geographic market for the Company’s international businesses.  In 2007, South Korea generated 31% of International’s revenues and 41% of its segment earnings.  Due to the concentration of business in this region, the Company’s International business in South Korea could be exposed to potential losses resulting from adverse consumer credit conditions and geopolitical and economic conditions in that country, which could have a significant impact on the Company’s consolidated results.


Segment Description

The Company’s reinsurance operations were discontinued and are now an inactive business in run-off mode since the sale of the U.S. individual life, group life and accidental death reinsurance business in 2000. This segment is predominantly comprised of  guaranteed minimum death benefit, guaranteed minimum income benefit,  workers’ compensation and personal accident reinsurance products.

Guaranteed Minimum Death Benefits

The Company reinsured a guaranteed minimum death benefit (GMDB) under certain variable annuities issued by other insurance companies. These GMDB variable annuities are essentially investments in mutual funds combined with a death benefit.  The Company has equity and other market exposures as a result of this product.

The determination of liabilities for GMDB requires the Company to make critical accounting estimates.  The Company describes the assumptions used to develop the reserves for these death benefits, and provides the effects of hypothetical changes in those assumptions on page 43.  See Note 7 to the Consolidated Financial Statements for additional information about these assumptions and the reserve balances.

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Guaranteed Minimum Income Benefits

The Company also reinsured a guaranteed minimum income benefit (GMIB) under certain variable annuities issued by other insurance companies.  All reinsured GMIB policies also have a GMDB benefit that is reinsured.  The Company has equity and other market exposures as a result of this product.

The determination of liabilities for GMIB requires the Company to make critical accounting estimates.  The Company describes the assumptions used to develop the liabilities for these benefits and provides the effects of hypothetical changes in those assumptions on page 45.  See Note 20(B) to the Consolidated Financial Statements for additional information about these assumptions and the liability balances.

Workers’ Compensation and Personal Accident Reinsurance Products  

The Company’s Run-off Reinsurance operations reinsured workers’ compensation and personal accident business in the London market and the United States.

The Company purchased retrocessional coverage in these markets to substantially reduce the risk of loss on these contracts.  Disputes involving a number of these reinsurance and retrocessional contracts have been substantially resolved and some of the disputed contracts have been commuted.  See “Litigation and Other Legal Matters” in Note 20(E) to the Consolidated Financial Statements for more information.

The Company's payment obligations under these contracts are based on ceding companies’ claim payments relating to accidents and injuries.  These claim payments can in some cases extend many years into the future, and the amount of the ceding companies’ ultimate claims, and therefore the amount of  the Company's ultimate payment obligations and ultimate collection from retrocessionaires may not be known with certainty for some time.

Segment Summary
 
The Company’s reserves for underlying reinsurance exposures assumed by the Company, as well as for amounts recoverable from retrocessionaires, are considered appropriate as of December 31, 2007, based on current information.  However, it is possible that future developments could have a material adverse effect on the Company’s consolidated results of operations and, in certain situations, could have a material adverse effect on the Company’s financial condition.  The Company bears the risk of loss if its payment obligations to cedents increase or if its retrocessionaires are unable to meet, or successfully challenge, their reinsurance obligations to the Company.
 
Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 60     $ 64     $ 92  
Net investment income
    93       95       99  
Other revenues
    (47 )     (97 )     (48 )
Segment revenues
    106       62       143  
Benefits and expenses
    160       80       219  
Loss before income tax benefits
    (54 )     (18 )     (76 )
Income tax benefits
    (43 )     (4 )     (12 )
Segment loss
  $ (11 )   $ (14 )   $ (64 )
Realized investment gains (losses),
                       
   net of taxes
  $ 2     $ 22     $ (2 )
Special item (after-tax) included in
                       
   segment loss:
                       
Charge related to guaranteed
                       
minimum income benefit contracts
  $ (56 )   $ -     $ -  

Excluding the special item noted in the table above, segment results in the Run-off Reinsurance segment in 2007 improved as compared to 2006. This was predominantly due to an increase in earnings from several settlements and commutations that were favorable to the Company’s reserve position at the time, as well as higher earnings in the workers’ compensation and personal accident business, resulting from more favorable claim development.  These factors were partially offset by losses of $35 million after-tax in the GMIB product due to higher annuitization experience and declines in interest rates.

The segment loss for Run-off Reinsurance was lower in 2006 as compared to 2005 due to more favorable results in the workers’ compensation and personal accident lines of business due to lower reserve increases related to retrocessional credit risk as well as more favorable claims experience. The GMDB and GMIB businesses   also reported a more favorable result as compared to 2005 reflecting lower reserve increases related to GMDB and GMIB contracts.

Other Revenues
 
The Company maintains a program to substantially reduce the equity market exposures relating to guaranteed minimum death benefit contracts by entering into exchange-traded futures contracts.  Other revenues include pre-tax losses of $32 million in 2007, $96 million in 2006 and $48 million in 2005 from these contracts.  Expense offsets reflecting corresponding changes in liabilities for these guaranteed minimum death benefit contracts were included in benefits and expenses.  The notional amount of the futures contract positions held by the Company at December 31, 2007 related to this program was $625 million.

Benefits and Expenses

Benefits and expenses increased significantly in 2007, compared to 2006, primarily due to an increase in liabilities of $86 million pre-tax for the guaranteed minimum income benefits business, related to the assumption changes for
54

annuitization and lapse experience (see Note 20(B) to the Consolidated Financial Statements), and higher annuitization experience prior to the assumption change.  In addition, improvements in equity markets for 2007 were smaller than in 2006, leading to higher benefits expense for the guaranteed minimum death benefit business.  These factors were partially offset by lower expense in the workers’ compensation and personal accident businesses, due to the impact of favorable claim experience and settlements and commutations that were favorable to the Company’s reserved position.

Benefits and expenses decreased 63% in 2006 compared to 2005 due to larger equity market improvements in 2006, leading to lower benefits expense for the guaranteed minimum death benefit business.  In addition, in the workers’ compensation and personal accident businesses, reserve increases related to both retrocessional credit risk and claim experience were lower in 2006 than 2005.


Segment Description

Other Operations consist of:

·  
non-leveraged and leveraged corporate–owned life insurance (COLI);
·  
deferred gains recognized from the 1998 sale of the individual life insurance and annuity business and the 2004 sale of the retirement benefits business; and
·  
run-off settlement annuity business.

The COLI portion of this business has contributed the majority of the earnings in 2007 and 2006 for Other Operations.  Federal legislation enacted in 1996 affected certain policies sold by the COLI business by eliminating on a prospective basis the tax deduction for policy loan interest for most leveraged COLI products. There have been no sales of this particular product since 1997.  As a result of an Internal Revenue Service initiative to settle tax disputes regarding leveraged products, some customers have surrendered their policies and management expects earnings associated with these products to continue to decline.  Management does not expect this to have a significant impact on the future operating results of the segment.

From April 1, 2004 through March 31, 2006, the Company had a modified coinsurance arrangement relating to the single premium annuity business sold to the buyer.  Under the arrangement, the Company retained the invested assets supporting the reinsured liabilities.  These invested assets were held in a business trust established by the Company.  Effective April 1, 2006, the buyer converted this modified coinsurance arrangement to an indemnity reinsurance structure and took ownership of the trust assets.
 
Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Premiums and fees
  $ 108     $ 113     $ 118  
Net investment income
    437       467       609  
Other revenues
    82       102       448  
Segment revenues
    627       682       1,175  
Benefits and expenses
    473       531       692  
Income before taxes
    154       151       483  
Income taxes
    45       45       144  
Segment earnings
  $ 109     $ 106     $ 339  
Realized investment gains
                       
     (losses), net of taxes
  $ (2 )   $ 13     $ (6 )
Special items (after-tax) included in
                       
     segment earnings:
                       
Completion of IRS examination
  $ 5     $ -     $ 11  
Accelerated recognition of deferred
                       
   gain on sale of retirement benefits
                       
   business
  $ -     $ -     $ 204  
Charge associated with modified
                       
   coinsurance arrangement
  $ -     $ -     $ (8 )

Excluding the special item noted above, segment earnings decreased for Other Operations in 2007, primarily reflecting expected lower deferred gain amortization associated with the sales of the individual life insurance and annuity and retirement benefits businesses.  This decrease was partially offset by higher COLI earnings primarily reflecting favorable mortality experience.

Excluding the special items noted in the table above, segment earnings for Other Operations decreased in 2006 primarily due to:

·  
lower earnings in the corporate-owned life insurance business resulting from unfavorable expense items which was partially offset by favorable mortality experience;
·  
lower deferred gain amortization in the individual life insurance and annuity business; and
·  
the absence of favorable tax adjustments recorded in 2005.
 
Revenues
 
Net Investment Income. Net investment income decreased 6% in 2007 and 23% in 2006 primarily due to a reduction in assets resulting from the conversion of the single premium annuity business in the run-off retirement benefits business to indemnity reinsurance.
 
Other Revenues. Other revenues decreased 20% in 2007 and 77% in 2006 primarily due to lower deferred gain amortization related to the sold retirement benefits business and individual life insurance and annuity business. The amount of the deferred gain amortization recorded was $47 million in 2007, $62 million in 2006 and $396 million in 2005.
55



Description

Corporate reflects amounts not allocated to segments, such as interest expense on corporate debt and on uncertain tax positions, net investment income on unallocated investments, intersegment eliminations, compensation cost for stock options and certain corporate overhead expenses, such as directors’ fees.

Results of Operations

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Segment loss
  $ (97 )   $ (95 )   $ (12 )
Special items (after-tax) included
                       
     in segment loss:
                       
Completion of IRS examination
  $ 10     $ -     $ 63  
Charge associated with settlement
                       
     of shareholder litigation
  $ -     $ (25 )   $ -  
Cost reduction charge
  $ -     $ (8 )   $ (19 )

Excluding the special items noted in the table above, Corporate results in 2007, compared with 2006, reflect higher net interest expense resulting from the issuance of additional debt combined with lower average assets due to share repurchase activity.  In addition, the increase in segment loss also reflects the absence in 2007 of certain favorable expense items recorded in 2006.

Excluding the special items noted in the table above, the increase in segment loss in 2006 compared with 2005, primarily reflects the impact of less favorable tax adjustments.


Description

Discontinued operations represent results associated with certain investments or businesses that have been sold or are held for sale.

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Income before income
                 
   (taxes) benefits
  $ 25     $ 19     $ -  
Income (taxes) benefits
    (7 )     (6 )     349  
Income from operations
    18       13       349  
Impairment loss, net of tax
    (23 )     (17 )     -  
Income (loss) from discontinued
                       
    operations, net of taxes
  $ (5 )   $ (4 )   $ 349  

Summarized financial data for discontinued operations primarily represents:

·  
impairment losses related to the dispositions in 2007 and 2006 of several Latin American insurance operations as discussed in Note 3 to the Consolidated Financial Statements;
·  
realized gains on the disposition of certain directly-owned real estate investments in 2007 and 2006 as discussed in Note 11 to the Consolidated Financial Statements; and
·  
tax benefits recognized in connection with past divestitures as discussed in Note 16 to the Consolidated Financial Statements.


The industry is under continuing review by government agencies and regulators with respect to payment practices.  On February 13, 2008, State of New York Attorney General Andrew M. Cuomo announced an industry-wide investigation into the use of data provided by Ingenix – a system used to calculate payments for services provided by out-of-network providers.  The Company has received a subpoena from the New York Attorney General’s office in connection with this investigation and intends to fully cooperate and respond appropriately.  The Company is also a defendant in a putative class action brought on behalf of members asserting that due to the use of Ingenix data, the Company improperly underpaid claims.  The Company denies the allegations and will vigorously defend itself in the case.

In addition to the above referenced development, there are certain other matters that present significant uncertainty, which could result in a material adverse impact on consolidated results of operations.  See Note 20(D) “Regulatory and Industry Developments” and Note 20(E) “Litigation and Other Legal Matters” in the Consolidated Financial Statements for further information.

LIQUIDITY AND CAPITAL RESOURCES

(In millions)
                 
Financial Summary
 
2007
   
2006
   
2005
 
Short-term investments
  $ 21     $ 89     $ 439  
Cash and cash equivalents
  $ 1,970     $ 1,392     $ 1,709  
Short-term debt
  $ 3     $ 382     $ 100  
Long-term debt
  $ 1,790     $ 1,294     $ 1,338  
Shareholders' equity
  $ 4,748     $ 4,330     $ 5,360  

Liquidity

The Company normally meets its operating requirements by:

·  
maintaining appropriate levels of cash, cash equivalents and short-term investments;
·  
using cash flows from operating activities; and
·  
matching investment maturities to the estimated duration of the related insurance and contractholder liabilities (see page 62 for additional information).

The Company’s insurance and HMO subsidiaries are subject to regulatory restrictions (see “Solvency Regulation” on page 58) that limit the amount of dividends or other distributions
 
56

(such as loans or cash advances) these subsidiaries may provide to the parent company without prior approval of regulatory authorities.  The Company does not expect these restrictions to limit the use of operating cash flows of the insurance and HMO subsidiaries for the Company’s general corporate purposes.

See Note 15 to the Consolidated Financial Statements for additional information.

Cash flows from operations for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Operating activities
  $ 1,342     $ 642     $ 718  
Investing activities
  $ 269     $ 1,548     $ 258  
Financing activities
  $ (1,041 )   $ (2,513 )   $ (1,785 )

Cash flows from operating activities consist of cash receipts and disbursements for premiums and fees, gains (losses) recognized in connection with the Company's program to manage equity market risk related to reinsured guaranteed minimum death benefit contracts, investment income, taxes, and benefits and expenses.

2007:

Cash flows from operating activities increased by $700 million in 2007 from 2006 and were affected by the following significant items:

·  
lower net cash outflows of $212 million to originate commercial mortgage loans held for sale (see Note 10 to the Consolidated Financial Statements for additional information);
·   
lower net cash outflows of $64 million associated with futures contracts related to the Run-off Reinsurance segment (see Note 7 to the Consolidated Financial Statements for additional information);
·   
net cash outflows in 2006 of $171 million for experience-rated refunds due to the loss of a large prescription drug contract; and
·   
settlement in 2006 of certain liabilities associated with the single premium annuity business of $44 million.

Excluding these items, cash flows from operating activities in 2007 increased by $209 million compared with 2006.  The increase was primarily due to higher cash revenues of $1.2 billion resulting from business growth in all of the Company’s ongoing operating segments, partially offset by higher paid claims of $536 million and higher operating expenses of $498 million (including higher tax payments of $138 million).

Cash provided by investing activities primarily consisted of net sales of investments of $495 million, partially offset by net purchases of property and equipment of $180 million (including $118 million of Health Care capitalized software) and net cash used in acquisitions of $42 million.
 
Cash used in financing activities primarily reflected net cash outflows of $948 million consisting of dividends paid and repurchase of common stock totaling $1.2 billion,  partially offset by $248 million from issuance of common stock to employees under the Company's stock plans.  In addition, there were net withdrawals of contractholder deposit funds of $193 million. Partially offsetting these out flows were net proceeds from long-term debt of $120 million, consisting of $498 million of net proceeds from the issuance of long-term debt partially offset by long-term debt repayment of $378 million.

2006:

Cash flows from operating activities decreased by $76 million in 2006 from 2005 and were affected by the following significant items:

·  
net cash outflows in 2006 of $216 million to originate commercial mortgage loans held for sale (see Note 10 to the Consolidated Financial Statements for additional information);
·  
higher net cash outflows in 2006 of $48 million associated with futures contracts related to run-off reinsurance (see Note 7 to the Consolidated Financial Statements for additional information);
·  
settlement in 2006 of certain liabilities associated with the single premium annuity business of $44 million;
·  
net cash outflows in 2006 of $171 million for experience-rated refunds due to the loss of a large prescription drug contract, compared with net receipts of $107 million in 2005 from that contract;
·  
2005 voluntary pension contributions of $440 million (see Note 9 to the Consolidated Financial Statements for additional information); and
·   
2005 cash receipts from discontinued operations of $222 million.

Excluding these items, cash flows from operating activities was $292 million higher in 2006, primarily because the increase in cash revenues was $121 million greater than the increase in paid claims (excluding the claims of the large prescription drug contract in 2006) primarily due to membership and revenue growth in Health Care.  In addition, operating expenses were $171 million lower in 2006, reflecting the absence of required pension contributions in 2006 (approximately $100 million in 2005).

Cash provided by investing activities primarily consisted of net proceeds from investments of $1.8 billion, partially offset by net purchases of property and equipment of $136 million, net cash transferred of $45 million in connection with the conversion of the single premium annuity business to indemnity reinsurance and net cash used in acquisitions of $38 million.
 
Cash used in financing activities primarily consisted of dividends on and repurchases of common stock of $2.8 billion, repayment of long-term debt of $100 million and net withdrawals of contractholder deposit funds of $124
 
57

  million, partially offset by net proceeds of $246 million on issuance   of long-term debt and proceeds of $251 million from issuances of common stock to employees under the Company's stock plans.
 
Operating cash flows in all periods presented have been more than adequate to meet the Company’s liquidity requirements.

Interest Expense

Interest expense on long-term debt and capital leases was as follows:

(In millions)
 
2007
   
2006
   
2005
 
Interest expense
  $ 122     $ 104     $ 105  

Capital Resources

The Company’s capital resources (primarily retained earnings and the proceeds from the issuance of long-term debt and equity securities) provide protection for policyholders, furnish the financial strength to underwrite insurance risks and facilitate continued business growth.

Management, guided by regulatory requirements and rating agency capital guidelines, determines the amount of capital resources that the Company maintains.  Management allocates resources to new long-term business commitments when returns, considering the risks, look promising and when the resources available to support existing business are adequate.

The Company has sufficient capital resources to:

·  
provide capital necessary to support growth and maintain or improve the financial strength ratings of subsidiaries;
·  
consider acquisitions that are strategically and economically advantageous; and
·  
return capital to investors through share repurchase.

Under a universal shelf registration statement filed with the SEC in 2006, the Company is permitted to take advantage of its status as a “well-known seasoned issuer” and may issue debt, equity or other securities from time to time, with amount, price and terms to be determined at the time of sale.  See Note 12 to the Consolidated Financial Statements for additional information about the Company’s debt issuances.

In addition, the Company has $500 million remaining under an effective shelf registration statement filed with the Securities and Exchange Commission (SEC), which may be issued as debt securities, equity securities or both.  Management and the Board of Directors will consider market conditions and internal capital requirements when deciding whether the Company should issue new securities.

In June 2007, the Company amended and restated its five year revolving credit and letter of credit agreement for $1.75 billion, which permits up to $1.25 billion to be used for letters of credit. The credit agreement includes options, which are subject to consent by the administrative agent and the committing bank, to increase the commitment amount up to $2.0 billion and to extend the term of the agreement. The Company entered into the agreement for general corporate purposes, including support for the issuance of commercial paper and to obtain statutory reserve credit for certain reinsurance arrangements. There were no amounts outstanding under the credit facility nor any letters of credit issued as of December 31, 2007.

Liquidity and Capital Resources Outlook

The availability of resources at the parent/holding company level is partially dependent on dividends from the Company’s subsidiaries, most of which are subject to regulatory restrictions and rating agency capital guidelines.  The Company expects, based on current projections for cash activity (including projections for dividends from subsidiaries), to have sufficient liquidity to meet its obligations, including:

·  
debt service requirements and dividend payments to  the Company shareholders; and
·  
pension plan funding requirements.

However, if the Company's projections are not realized, the demand for funds could exceed available cash if:

·  
management uses cash for investment opportunities;
·  
a substantial insurance or contractholder liability becomes due before related investment assets mature;
·  
a substantial increase in funding is required for  the Company's program to reduce the equity market risks associated with the guaranteed minimum death benefit contracts; or
·  
regulatory restrictions prevent the insurance and HMO subsidiaries from distributing cash to the parent company.

In those cases, the Company has the flexibility to satisfy liquidity needs through short-term borrowings, such as revolving credit and line of credit agreements of up to $1.75 billion.

In November 2007, the Company announced its plan to acquire Great West Healthcare.  The acquisition will require $1.5 billion in cash.  The Company is targeting an April 1, 2008 closing date and expects to finance the acquisition with $1.0 billion in parent company cash and $500 million in new debt issuances.  As of December 31, 2007, cash at the parent company was approximately $885 million.

In addition, the Company intends to retain approximately $400 million of surplus in the subsidiaries during 2008 to support the transaction.

Solvency regulation.   The National Association of Insurance Commissioners (“NAIC”) utilizes risk-based capital (“RBC”) standards for insurance companies that are designed to identify weakly capitalized companies by comparing  each
58

company’s adjusted surplus to its required surplus (“RBC ratio”).  The RBC ratio is designed to reflect the risk profile of insurance companies.  Within certain ratio ranges, regulators have increasing authority to take action as the RBC ratio decreases.  There are four levels of regulatory action, ranging from requiring insurers to submit a comprehensive plan to the state insurance commissioner to requiring the state insurance commissioner to place the insurer under regulatory control.  At December 31, 2007, the RBC ratio of each of the Company’s primary insurance subsidiaries was above the level that would require regulatory action.  The RBC framework described above for insurers has been extended by the NAIC to health organizations, including HMOs.  Although not all states have adopted these rules at December 31, 2007, at that date, each of the Company’s active HMOs had a surplus that exceeded either the applicable state net worth requirements or, where adopted, the levels that would require regulatory action under the NAIC’s RBC rules.  External rating agencies use their own RBC standards to evaluate capital adequacy as part of determining a company’s rating.

The NAIC is considering changing statutory reserving rules for variable annuities.  Any changes would apply to the Company’s reinsurance contracts covering guaranteed minimum death benefits and guaranteed minimum income benefits, and would impact the Company’s overall surplus level.


The Company, through its subsidiaries, is contingently liable for various contractual obligations entered into in the ordinary course of business.  The maturities of the Company’s principal contractual cash obligations, as of December 31, 2007, are estimated to be as follows:

(In millions, on an undiscounted basis)
 
Total
   
Less than 1 year
   
1-3 years
   
4-5
years
   
After 5 years
 
On-Balance Sheet:
                         
Insurance liabilities:
                         
  Contractholder
                             
     deposit funds
  $ 4,660     $ 635     $ 518     $ 451     $ 3,056  
  Future policy
                                       
     benefits
    10,584       275       704       696       8,909  
  Health Care
                                       
     medical claims
                                 
     payable
    975       973       2       -       -  
  Unpaid claims
                                       
     and claims
                                       
     expenses
    4,890       1,376       901       650       1,963  
Short-term debt
    3       3       -       -       -  
Long-term debt
    3,775       119       244       655       2,757  
Non-recourse
                                       
   obligations
    17       12       5       -       -  
Other long-term
                                       
   liabilities
    665       335       198       48       84  
Off-Balance Sheet:
                                 
Purchase
                                       
   obligations
    1,422       489       557       297       79  
Operating leases
    430       92       148       98       92  
Total
  $ 27,421     $ 4,309     $ 3,277     $ 2,895     $ 16,940  
 
On-Balance Sheet:

·  
Insurance liabilities. Contractual cash obligations for insurance liabilities, excluding unearned premiums and fees, represent estimated net benefit payments for health, life and disability insurance policies and annuity contracts.  Actual obligations in any single year will vary based on actual morbidity, mortality, lapse, withdrawal and premium experience.  The sum of the obligations presented above exceeds the corresponding insurance liabilities of $15.0 billion recorded on the balance sheet because these recorded liabilities reflect discounting for interest.  The Company manages its investment portfolios to generate cash flows needed to satisfy contractual obligations.  Any shortfall from expected yields could result in increases to recorded reserves and adversely impact results of operations.  The amounts associated with the sold retirement benefits and individual life insurance and annuity businesses are excluded from the table above as net cash flow associated with them are not expected to impact the Company.  The total amount of these reinsured reserves excluded is approximately $6.8 billion.

·  
Short-term debt represents current obligations under capital leases.

·  
Long-term debt includes scheduled interest payments.  Capital leases are included in long-term debt and represent obligations for software licenses.

·  
Non-recourse obligations represent principal and interest payments due which may be limited to the value of specified assets, such as real estate properties held in joint ventures.

·  
Other long-term liabilities.   These items are presented in accounts payable, accrued expenses and other liabilities in the Company's consolidated balance sheet.  This table includes estimated payments for pension and other postretirement and postemployment benefit obligations, supplemental and deferred compensation plans, interest rate and foreign currency swap contracts and certain tax and reinsurance liabilities.  Estimated payments of $90 million for deferred compensation, non-qualified and International pension plans and other postretirement and postemployment benefit plans are expected to be paid in less than one year.  The Company does not expect to make, nor is the Company required to make, contributions to its primary qualified domestic pension plan in 2008.  The Company expects to make additional payments subsequent to 2008 for these obligations, however subsequent payments have been excluded from the table as their timing is based on plan assumptions which may materially differ from actual activities (see Note 9 to the Consolidated Financial Statements for further information on pension and other postretirement benefit obligations). The Company expects to make additional payments subsequent to 2008 for tax obligations, however,

59

  subsequent payments have been excluded from the table as their amount and timing is uncertain given a review of tax years only recently begun.

Off-Balance Sheet:

·  
Purchase obligations.   As of December 31, 2007, purchase obligations consisted of estimated payments required under contractual arrangements for future services and investment commitments as follows:

(In millions)
     
Fixed maturities
  $ 15  
Commercial mortgage loans
    83  
Real estate
    10  
Limited liability entities (other long-term investments)
    443  
   Total investment commitments
    551  
Future service commitments
    871  
   Total purchase obligations
  $ 1,422  

The Company had commitments to purchase investments in limited liability entities that hold real estate or loans in real estate entities or securities.  See Note 10(C) to the Consolidated Financial Statements for additional information.

Future service commitments include an agreement with IBM for various information technology (IT) infrastructure services.  The Company's commitment under this contract is approximately $640 million over a 6-year period.  The Company has the ability to terminate this agreement with 90 days notice, subject to termination fees.

The Company's remaining estimated future service commitments primarily represent contracts for certain outsourced business processes and IT maintenance and support.  The Company generally has the ability to terminate these agreements, but does not anticipate doing so at this time.  Purchase obligations exclude contracts that are cancelable without penalty or those that do not specify minimum levels of goods or services to be purchased.

·  
Operating leases and certain Outsourced service arrangements.   For additional information, see Note 18 to the Consolidated Financial Statements.

Guarantees

The Company, through its subsidiaries, is contingently liable for various financial guarantees provided in the ordinary course of business.  See Note 20 to the Consolidated Financial Statements for additional information on guarantees.
 
Share Repurchase

The Company maintains a share repurchase program, which was authorized by its Board of Directors.  Decisions to repurchase shares depend on market conditions and alternative uses of capital.  The Company has, and may continue from time to time, to repurchase shares on the open market through a Rule 10b5-1 plan which permits a company to repurchase its shares at times when it otherwise might be precluded from doing so under insider trading laws or because of self-imposed trading blackout periods.

The Company repurchased 23.7 million shares in 2007 for $1.2 billion, and 75.9 million shares in 2006 for $2.8 billion.  Shares repurchased have been adjusted to reflect the three-for-one stock split effective June 2007. See Note 4 to the Consolidated Financial Statements for additional information. The total remaining share repurchase authorization as of February 26, 2008, was $327 million.

During 2007, the Company suspended its repurchase program due to the capital requirements to fund the pending Great-West acquisition.  In 2008, following the closing of the Great-West acquisition, the Company expects to have the capacity to resume the share repurchase program or consider additional acquisitions during the fourth quarter of 2008.

INVESTMENT ASSETS

Additional information regarding  the Company’s investment assets and related accounting policies is included in Notes 2, 10, 11 and 14 to the Consolidated Financial Statements in this 2007 Form 10-K.

Fixed Maturities

Investments in fixed maturities (bonds) include publicly traded and privately placed debt securities, mortgage and other asset-backed securities and preferred stocks redeemable by the investor.  Fixed maturities, as presented on the balance sheet, also include trading and hybrid securities.

(In millions)
 
2007
   
2006
 
Federal government and agency
  $ 628     $ 597  
State and local government
    2,489       2,488  
Foreign government
    882       766  
Corporate
    7,419       7,364  
Federal agency mortgage-backed
    -       2  
Other mortgage-backed
    221       223  
Other asset-backed
    442       515  
Total
  $ 12,081     $ 11,955  

Other mortgage-backed assets consist principally of commercial mortgage-backed securities of which $7 million were residential mortgages and home equity lines of credit, all of which were originated utilizing standard underwriting practices and are not considered sub-prime loans.

Quality ratings

As of December 31, 2007, $11.3 billion, or 93%, of the fixed maturities in the Company’s investment portfolio were
 
60

 
investment grade (Baa and above, or equivalent), and the remaining $0.8 billion were below investment grade.  Most of the bonds that are below investment grade are rated at the higher end of the non-investment grade spectrum.

Private placement investments are generally less marketable than public bonds, but yields on these investments tend to be higher than yields on publicly offered debt with comparable credit risk.  The fair value of private placement investments was $4.4 billion as of December 31, 2007, and $4.3 billion as of December 31, 2006.  The Company maintains controls on its participation in private placement investments.  In particular, the Company performs a credit analysis of each issuer, diversifies investments by industry and issuer and requires financial and other covenants that allow the Company to monitor issuers for deteriorating financial strength so the Company can take remedial actions, if warranted.  See “Critical Accounting Estimates” on page 42 for additional information.

Because of the higher yields and the inherent risk associated with privately placed investments and below investment grade securities, gains or losses from such investments could affect future results of operations.  However, management does not expect such gains or losses to be material to the Company’s liquidity or financial condition.

Commercial Mortgage Loans

The Company’s commercial mortgage loans are made exclusively to commercial borrowers; therefore there is no exposure to either prime or sub-prime residential mortgages.  These fixed rate loans are diversified by property type, location and borrower to reduce exposure to potential losses.  Loans are secured by the related property and are generally made at less than 75% of the property’s value.  The Company routinely monitors and evaluates the status of its commercial mortgage loans by reviewing loan and property-related information, including cash flows, expiring leases, financial health of the borrower and major tenants, loan payment history, occupancy and room rates for hotels and market conditions.  The Company   evaluates this information in light of current economic conditions as well as geographic and property type considerations.

Problem and Potential Problem Investments

“Problem” bonds and commercial mortgage loans are either delinquent by 60 days or more or have been restructured as to terms (interest rate or maturity date).  “Potential problem” bonds and commercial mortgage loans are fully current, but management believes they have certain characteristics that increase the likelihood that they may become “problems.”  These characteristics include, but are not limited to, the following:

·  
request from the borrower for restructuring;
·  
principal or interest payments past due by more than 30 but fewer than 60 days;
·  
downgrade in credit rating;
·  
deterioration in debt service ratio;
·  
collateral losses on asset-backed securities; and
·  
significant vacancy in commercial rental mortgage property, or a decline in sales for commercial retail mortgage property.

The Company recognizes interest income on “problem” bonds and commercial mortgage loans only when payment is actually received because of the risk profile of the underlying investment.  The amount that would have been reflected in net income if interest on non-accrual investments had been recognized in accordance with the original terms was not significant in 2007, 2006 or 2005.

The following table shows problem and potential problem investments at amortized cost as of December 31:

(In millions)
 
Gross
   
Reserve
   
Net
 
2007
     
Problem bonds
  $ 47     $ (30 )   $ 17  
Potential problem bonds
  $ 34     $ (9 )   $ 25  
Potential problem commercial
                       
     mortgage loans
  $ 70     $ -     $ 70  
Foreclosed real estate
  $ 16     $ (3 )   $ 13  
2006
                       
Problem bonds
  $ 71     $ (50 )   $ 21  
Potential problem bonds
  $ 15     $ (1 )   $ 14  
Potential problem commercial
                       
     mortgage loans
  $ 22     $ -     $ 22  
Foreclosed real estate
  $ 16     $ (3 )   $ 13  

Summary

The effect of investment asset write-downs and changes in valuation reserves on the Company’s net income are shown below. Other includes amounts attributable to future policy benefits for certain annuities and a modified coinsurance arrangement associated with the sold retirement benefits business prior to its conversion to indemnity reinsurance in April 2006.

(In millions)
 
2007
   
2006
   
2005
 
CIGNA
  $ 26     $ 29     $ 14  
Other
  $ -     $ -     $ 2  

The Company’s portion of these losses is a component of realized investment results.

Sustained weaknesses in certain sectors of the economy and the possibility of rising interest rates for an extended period may cause additional investment losses.  These investment losses could materially affect future results of operations, although the Company does not currently expect them to have a material effect on its liquidity or financial condition.

MARKET RISK  

Financial Instruments

The Company’s assets and liabilities include financial instruments subject to the risk of potential losses from adverse

61

changes in market rates and prices.  The Company’s primary market risk exposures are:

·  
Interest-rate risk on fixed-rate, domestic, medium-term instruments.  Changes in market interest rates affect the value of instruments that promise a fixed return and impact the value of liabilities for reinsured guaranteed minimum death and income benefit contracts.
·  
Foreign currency exchange rate risk of the U.S. dollar to the South Korean won, Taiwan dollar, British pound, euro, Hong Kong dollar  and New Zealand dollar.  An unfavorable change in exchange rates reduces the carrying value of net assets denominated in foreign currencies.
·  
Equity price risk for domestic equity securities and for reinsurance contracts that guarantee minimum death or income benefits resulting from unfavorable changes in variable annuity account values based on underlying mutual fund investments.

See Notes 7 and 20(B) to the Consolidated Financial Statements for further discussion of guaranteed minimum death benefits and guaranteed minimum income benefit contracts, respectively.

The Company’s Management of Market Risks

The Company predominantly relies on three techniques to manage its exposure to market risk:

·  
Investment/liability matching .   The Company generally selects investment assets with characteristics (such as duration, yield, currency and liquidity) that correspond to the underlying characteristics of its related insurance and contractholder liabilities so that the Company can match the investments to its obligations.  Shorter-term investments support generally shorter-term life and health liabilities.  Medium-term, fixed-rate investments support interest-sensitive and health liabilities.  Longer-term investments generally support products with longer pay out periods such as annuities and long-term disability liabilities.
·  
Use of local currencies for foreign operations .   The Company generally conducts its international business through foreign operating entities that maintain assets and liabilities in local currencies.  This substantially limits exchange rate risk to net assets denominated in foreign currencies.
·  
Use of derivatives.   The Company generally uses derivative financial instruments to minimize certain market risks and enhance investment returns.

See Notes 2(C) and 10(F) to the Consolidated Financial Statements for additional information about financial instruments, including derivative financial instruments.
 
Effect of Market Fluctuations on the Company

The examples that follow illustrate the effect of hypothetical changes in market rates or prices on the fair value of certain financial instruments including:

·  
hypothetical changes in market rates for interest and foreign currencies primarily for fixed maturities and commercial mortgage loans; and
·  
hypothetical changes in market prices for equity exposures primarily for equity securities and contracts that guarantee minimum income benefits.

In addition, hypothetical effects of changes in equity indices and foreign exchange rates are presented separately for futures contracts used in a program for guaranteed minimum death benefits.

Management believes that actual results could differ materially from these examples because:

·  
these examples were developed using estimates and assumptions;
·  
changes in the fair values of all insurance-related assets and liabilities have been excluded because their primary risks are insurance rather than market risk;
·  
changes in the fair values of investments recorded using the equity method of accounting and liabilities for pension and other postretirement and postemployment benefit plans (and related assets) have been excluded, consistent with the disclosure guidance; and
·  
changes in the fair values of other significant assets and liabilities such as goodwill, deferred acquisition costs, taxes, and various accrued liabilities have been excluded; because they are not financial instruments, their primary risks are other than market risk.

The effects of hypothetical changes in market rates or prices on the fair values of certain of the Company’s financial instruments, subject to the exclusions noted above (particularly insurance liabilities), would have been as follows as of December 31:

Market scenario for
     
certain noninsurance
     
financial instruments
Loss in fair value
 
2007
 
2006
100 basis point increase in
     
     interest rates
$800 million
 
$950 million
10% strengthening in U.S.
     
     dollar to foreign currencies
$150 million
 
$160 million
10% decrease in market prices
     
     for equity exposures
$60 million
 
$30 million

The effect of a hypothetical increase in interest rates on the fair value of certain of the Company’s financial instruments decreased in 2007 as a result of declining investments in commercial mortgage loans and shortening durations of fixed maturity investments supporting certain annuities and

62

increased long-term debt.  The effect of a hypothetical decrease in market prices for equity exposures increased in 2007 as a result of increased net liabilities related to guaranteed minimum income benefits reinsured by the Company based on higher assumed annuity election rates.  See “Critical Accounting Estimates” for guaranteed minimum income benefit benefits on page 45 for further discussion.

The effect of a hypothetical increase in interest rates was determined by estimating the present value of future cash flows using various models, primarily duration modeling.  The effect of a hypothetical strengthening of the U.S. dollar relative to the foreign currencies held by the Company was estimated to be 10% of the U.S. dollar equivalent fair value.  The effect of a hypothetical decrease in the market prices of equity exposures was estimated based on a 10% decrease in the mutual fund values underlying guaranteed minimum income benefits reinsured by the Company and a 10% decrease in the value of equity securities held by the Company.  See Note 20(B) to the Consolidated Financial Statements for additional information.

The Company uses futures contracts as part of a program to substantially reduce the effect of equity market changes on certain reinsurance contracts that guarantee minimum death benefits based on unfavorable changes in variable annuity account values.  The hypothetical effect of a 10% increase in the S&P 500, S&P 400, Russell 2000, NASDAQ, TOPIX (Japanese), EUROSTOXX and FTSE (British) equity indices and a 10% weakening in the U.S. dollar to the Japanese yen, British pound and euro would have been a decrease of approximately $60 million in the fair value of the futures contracts outstanding under this program as of December 31, 2007.  A corresponding decrease in liabilities for guaranteed minimum death benefit contracts would result from the hypothetical 10% increase in these equity indices and 10% weakening in the U.S. dollar.  See Note 7 to the Consolidated Financial Statements for further discussion of this program and related guaranteed minimum death benefit contracts.

As noted above, the Company manages its exposure to market risk by matching investment characteristics to its obligations.

Stock Market Performance

The performance of equity markets can have a significant effect on the Company's businesses, including on:

·  
risks and exposures associated with guaranteed minimum death benefit (see Note 7 to the Consolidated Financial Statements) and income benefit contracts (see Note 20(B) to the Consolidated Financial Statements); and
·  
pension liabilities since equity securities comprise a significant portion of the assets of the Company’s employee pension plans (see page 46).
 
63

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Company and its representatives may from time to time make written and oral forward-looking statements, including statements contained in press releases, in the Company’s filings with the Securities and Exchange Commission, in its reports to shareholders and in meetings with analysts and investors.  Forward-looking statements may contain information about financial prospects, economic conditions, trends and other uncertainties.  These forward-looking statements are based on management’s beliefs and assumptions and on information available to management at the time the statements are or were made.  Forward-looking statements include but are not limited to the information concerning possible or assumed future business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, trends and, in particular, the Company’s  productivity initiatives, litigation and other legal matters, operational improvement in the health care operations, and the outlook for the Company’s  full year 2008 results.  Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe”, “expect”, “plan”, “intend”, “anticipate”, “estimate”, “predict”, “potential”, “may”, “should” or similar expressions.

You should not place undue reliance on these forward-looking statements.  The Company cautions that actual results could differ materially from those that management expects, depending on the outcome of certain factors.  Some factors that could cause actual results to differ materially from the forward-looking statements include:

1.  
increased medical costs that are higher than anticipated in establishing premium rates in the Company’s health care operations, including increased use and costs of medical services;
2.  
increased medical, administrative, technology or other costs resulting from new legislative and regulatory requirements imposed on the Company’s employee benefits businesses;
3.  
challenges and risks associated with implementing operational improvement initiatives and strategic actions in the health care operations, including those related to: (i) offering products that meet emerging market needs, (ii) strengthening underwriting and pricing effectiveness, (iii) strengthening medical cost and medical membership results, (iv) delivering quality member and provider service using effective technology solutions, and (v) lowering administrative costs;
4.  
risks associated with pending and potential state and federal class action lawsuits, disputes regarding reinsurance arrangements, other litigation and regulatory actions challenging the Company’s businesses and the outcome of pending government proceedings and tax audits;
5.  
heightened competition, particularly price competition, which could reduce product margins and constrain growth in the Company’s businesses, primarily the health care business;
6.  
risks associated with the Company’s mail order pharmacy business which, among other things, includes any potential operational deficiencies or service issues as well as loss or suspension of state pharmacy licenses ;
7.  
significant changes in interest rates for a sustained period of time;
8.  
downgrades in the financial strength ratings of the Company’s insurance subsidiaries, which could, among other things, adversely affect new sales and retention of current business;
9.  
limitations on the ability of the Company’s insurance subsidiaries to dividend capital to the parent company as a result of downgrades in the subsidiaries’ financial strength ratings, changes in statutory reserve or capital requirements or other financial constraints;
10.  
inability of the program adopted by the Company to substantially reduce equity market risks for reinsurance contracts that guarantee minimum death benefits under certain variable annuities (including possible market difficulties in entering into appropriate futures contracts and in matching such contracts to the underlying equity risk);
11.  
adjustments to the reserve assumptions (including lapse, partial surrender, mortality, interest rates and volatility) used in estimating the Company’s liabilities for reinsurance contracts covering guaranteed minimum death benefits under certain variable annuities;
12.  
adjustments to the assumptions (including annuity election rates and reinsurance recoverables) used in estimating the Company’s assets and liabilities for reinsurance contracts covering guaranteed minimum income benefits under certain variable annuities;
13.  
significant stock market declines, which could, among other things, result in increased pension expenses of the Company’s pension plan in future periods and the recognition of additional pension obligations;
14.  
unfavorable claims experience related to workers’ compensation and personal accident exposures of the run-off reinsurance business, including losses attributable to the inability to recover claims from retrocessionaires;
15.  
significant deterioration in economic conditions, which could have an adverse effect on the Company’s operations and investments;
16.  
changes in public policy and in the political environment, which could affect state and federal law, including legislative and regulatory proposals related to health care issues, which could increase cost and affect the market for the Company’s health care products and services; and amendments to income tax laws, which could affect the taxation of employer provided benefits, and pension legislation, which could increase pension cost;
 
64

17.  
potential public health epidemics and bio-terrorist activity, which could, among other things, cause the Company’s covered medical and disability expenses, pharmacy costs and mortality experience to rise significantly, and cause operational disruption, depending on the severity of the event and number of individuals affected;
18.  
risks associated with security or interruption of information systems, which could, among other things, cause operational disruption; and
19.  
challenges and risks associated with the successful management of the Company’s outsourcing projects or key vendors, including the agreement with IBM for provision of technology infrastructure and related services.

This list of important factors is not intended to be exhaustive.  Other sections of this Form 10-K, including the “Risk Factors” section, and other documents filed with the Securities and Exchange Commission include both expanded discussion of these factors and additional risk factors and uncertainties that could preclude the Company from realizing the forward-looking statements.  The Company does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
 
65

 
Management's Annual Report on Internal Control over Financial Reporting

Management of CIGNA Corporation (“the Company”) is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’s internal controls were designed to provide reasonable assurance to the Company’s Management and Board of Directors that the Company’s consolidated published financial statements for external purposes were prepared in accordance with generally accepted accounting principles.  The Company’s internal controls over financial reporting include those policies and procedures that:

(i)  
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets and liabilities of the company;
(ii)  
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and
(iii)  
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2007.  In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on Management’s assessment and the criteria set forth by COSO, it was determined that the Company’s internal controls over financial reporting are effective as of December 31, 2007.


 
66

 

Item 7A . QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information contained under the caption “Market Risk” in the MD&A section of this Form 10-K is incorporated by reference.

Item 8 . FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CIGNA Corporation
                 
Consolidated Statements of Income
                 
(In millions, except per share amounts)
                 
For the years ended December 31,
 
2007
   
2006
   
2005
 
Revenues
                 
Premiums and fees
  $ 15,008     $ 13,641     $ 13,695  
Net investment income
    1,114       1,195       1,359  
Mail order pharmacy revenues
    1,118       1,145       883  
Other revenues
    368       346       754  
Realized investment gains (losses)
    15       220       (7 )
   Total revenues
    17,623       16,547       16,684  
Benefits and Expenses
                       
Health Care medical claims expense
    6,798       6,111       6,305  
Other benefit expenses
    3,401       3,153       3,341  
Mail order pharmacy cost of goods sold
    904       922       690  
Other operating expenses
    4,889       4,630       4,555  
   Total benefits and expenses
    15,992       14,816       14,891  
Income from Continuing Operations before Income Taxes
    1,631       1,731       1,793  
Income taxes (benefits):
                       
Current
    511       595       123  
Deferred
    -       (23 )     394  
   Total taxes
    511       572       517  
Income from Continuing Operations
    1,120       1,159       1,276  
Income (Loss) from Discontinued Operations, Net of Taxes
    (5 )     (4 )     349  
Net Income
  $ 1,115     $ 1,155     $ 1,625  
Basic Earnings Per Share:
                       
   Income from continuing operations
  $ 3.95     $ 3.50     $ 3.34  
   Income (loss) from discontinued operations
    (0.01 )     (0.01 )     0.91  
Net income
  $ 3.94     $ 3.49     $ 4.25  
Diluted Earnings Per Share:
                       
   Income from continuing operations
  $ 3.88     $ 3.44     $ 3.28  
   Income (loss) from discontinued operations
    (0.01 )     (0.01 )     0.89  
Net income
  $ 3.87     $ 3.43     $ 4.17  
                         
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
 





 
67

 

CIGNA Corporation
Consolidated Balance Sheets
                       
(In millions, except per share amounts)
                       
As of December 31,
       
2007
         
2006
 
Assets
                       
Investments:
                       
   Fixed maturities, at fair value (amortized cost, $11,409; $11,202)
        $ 12,081           $ 11,955  
   Equity securities, at fair value (cost, $127; $112)
          132             131  
   Commercial mortgage loans
          3,277             3,988  
   Policy loans
          1,450             1,405  
   Real estate
          49             117  
   Other long-term investments
          520             418  
   Short-term investments
          21             89  
      Total investments
          17,530             18,103  
Cash and cash equivalents
          1,970             1,392  
Accrued investment income
          233             223  
Premiums, accounts and notes receivable, net
          1,405             1,459  
Reinsurance recoverables
          7,331             8,045  
Deferred policy acquisition costs
          816             707  
Property and equipment
          625             632  
Deferred income taxes, net
          794             926  
Goodwill
          1,783             1,736  
Other assets, including other intangibles
          536             611  
Separate account assets
          7,042             8,565  
   Total assets
        $ 40,065           $ 42,399  
Liabilities
                           
Contractholder deposit funds
        $ 8,594           $ 9,164  
Future policy benefits
          8,147             8,245  
Unpaid claims and claim expenses
          4,127             4,271  
Health Care medical claims payable
          975             960  
Unearned premiums and fees
          496             499  
   Total insurance and contractholder liabilities
          22,339             23,139  
Accounts payable, accrued expenses and other liabilities
          4,127             4,602  
Short-term debt
          3             382  
Long-term debt
          1,790             1,294  
Nonrecourse obligations
          16             87  
Separate account liabilities
          7,042             8,565  
   Total liabilities
          35,317             38,069  
Contingencies — Note 20
                           
Shareholders’ Equity
                           
Common stock (par value per share, $0.25; shares issued, 351; 160)
          88             40  
Additional paid-in capital
          2,474             2,451  
Net unrealized appreciation, fixed maturities
  $ 140             $ 187          
Net unrealized appreciation, equity securities
    7               22          
Net unrealized depreciation, derivatives
    (19 )             (15 )        
Net translation of foreign currencies
    61               33          
Postretirement benefits liability adjustment
    (138 )             (396 )        
   Accumulated other comprehensive income (loss)
            51               (169 )
Retained earnings
            7,113               6,177  
Less treasury stock, at cost
            (4,978 )             (4,169 )
   Total shareholders’ equity
            4,748               4,330  
   Total liabilities and shareholders’ equity
          $ 40,065             $ 42,399  
Shareholders’ Equity Per Share
          $ 16.98             $ 14.63  
                                 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
 


 
68

 

CIGNA Corporation
Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity
 
(In millions, except per share amounts)
 
For the years ended December 31,
 
2007
   
2006
   
2005
 
   
Compre-
   
Share-
   
Compre-
   
Share-
   
Compre-
   
Share-
 
   
hensive
   
holders'
   
hensive
   
holders'
   
hensive
   
holders'
 
   
Income
   
Equity
   
Income
   
Equity
   
Income
   
Equity
 
Common Stock, beginning of year
        $ 40           $ 40           $ 40  
Effect of issuance of stock for stock split
          48             -             -  
Common Stock, end of year
          88             40             40  
Additional Paid-In Capital, beginning of year
          2,451             2,385             2,360  
Effect of issuance of stock for stock split
          (48 )           -             -  
Effect of issuance of stock for employee
benefit plans
          71             66             25  
Additional Paid-In Capital, end of year
          2,474             2,451             2,385  
Accumulated Other Comprehensive Loss, beginning
                                         
   of year prior to implementation effect
          (169 )           (509 )           (336 )
Implementation effect of SFAS No. 155 (See
Note 2)
          (12 )           -             -  
Accumulated Other Comprehensive Loss, beginning
                                         
   of year as adjusted
          (181 )           (509 )           (336 )
Net unrealized depreciation, fixed maturities
  $ (47 )     (47 )   $ (8 )     (8 )   $ (195 )     (195 )
Net unrealized appreciation (depreciation),
equity securities
    (3 )     (3 )     (2 )     (2 )     7       7  
Net unrealized depreciation on securities
    (50 )             (10 )             (188 )        
Net unrealized appreciation
(depreciation),  derivatives
    (4 )     (4 )     (1 )     (1 )     2       2  
Net translation of foreign currencies
    28       28       31       31       -       -  
Postretirement benefits liability adjustment
    258       258       -       -       -       -  
Minimum pension liability adjustment: prior
                                               
   to adoption of SFAS No. 158
    -       -       284       284       13       13  
Minimum pension liability adjustment:
                                               
   reversal on adoption of SFAS No. 158
    -       -       -       432       -       -  
Postretirement benefits liability adjustment:
                                               
   adoption of SFAS No. 158
    -       -       -       (396 )     -       -  
 Other comprehensive income (loss)
    232               304               (173 )        
Accumulated Other Comprehensive Income (Loss), end of
year
      51               (169 )             (509 )
Retained Earnings, beginning of year prior
            6,177               5,162               3,679  
   to implementation effects
                                               
Implementation effect of SFAS No. 155 (see
Note 2)
            12               -               -  
Implementation effect of FIN 48 (see Note 2)
            (29 )             -               -  
Retained Earnings, beginning of year as
adjusted
            6,160               5,162               3,679  
Net income
    1,115       1,115       1,155       1,155       1,625       1,625  
Effects of issuance of stock for employee
benefit plans
            (151 )             (129 )             (129 )
Common dividends declared (per share:
$0.04; $0.03; $0.03)
            (11 )             (11 )             (13 )
Retained Earnings, end of year
            7,113               6,177               5,162  
Treasury Stock, beginning of year
            (4,169 )             (1,718 )             (540 )
Repurchase of common stock
            (1,158 )             (2,775 )             (1,621 )
Other, primarily issuance of treasury stock
                                               
    for employee benefit plans
            349               324               443  
Treasury Stock, end of year
            (4,978 )             (4,169 )             (1,718 )
Total Comprehensive Income and
                                               
    Shareholders’ Equity
  $ 1,347     $ 4,748     $ 1,459     $ 4,330     $ 1,452     $ 5,360  
                                                 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
 


 
69

 

CIGNA Corporation
Consolidated Statements of Cash Flows
                 
(In millions)
                 
For the years ended December 31,
 
2007
   
2006
   
2005
 
Cash Flows from Operating Activities
                 
Net income
  $ 1,115     $ 1,155     $ 1,625  
Adjustments to reconcile net income to net cash provided by operating activities:
                       
       (Income) loss from discontinued operations
    5       4       (349 )
       Insurance liabilities
    (24 )     (390 )     (580 )
       Reinsurance recoverables
    159       93       93  
       Deferred policy acquisition costs
    (106 )     (63 )     (71 )
       Premiums, accounts and notes receivable
    47       69       179  
       Other assets
    (134 )     (46 )     (4 )
       Accounts payable, accrued expenses and other liabilities
    150       (106 )     (345 )
       Current income taxes
    10       245       (265 )
       Deferred income taxes
    -       (23 )     394  
       Realized investment (gains) losses
    (15 )     (220 )     7  
       Depreciation and amortization
    194       208       221  
       Gains on sales of businesses (excluding discontinued operations)
    (47 )     (61 )     (396 )
       Commercial mortgage loans originated and held for sale
    (80 )     (315 )     -  
       Proceeds from sales of commercial mortgage loans held for sale
    76       99       -  
       Cash provided by operating activities of discontinued operations
    -       -       222  
       Other, net
    (8 )     (7 )     (13 )
          Net cash provided by operating activities
    1,342       642       718  
Cash Flows from Investing Activities
                       
Proceeds from investments sold:
                       
       Fixed maturities
    1,012       3,405       3,028  
       Equity securities
    28       53       12  
       Commercial mortgage loans
    1,293       495       612  
       Other (primarily short-term and other long-term investments)
    260       1,185       767  
Investment maturities and repayments:
                       
       Fixed maturities
    973       964       968  
       Commercial mortgage loans
    123       432       348  
Investments purchased:
                       
       Fixed maturities
    (2,150 )     (3,069 )     (3,108 )
       Equity securities
    (27 )     (43 )     (15 )
       Commercial mortgage loans
    (693 )     (1,075 )     (1,364 )
       Other (primarily short-term and other long-term investments)
    (394 )     (612 )     (910 )
Property and equipment sales
    82       11       -  
Property and equipment purchases
    (262 )     (147 )     (61 )
Conversion of single premium annuity business
    -       (45 )     -  
Other acquisitions and dispositions, net cash used
    (42 )     (38 )     -  
Cash provided by investing activities of discontinued operations
    70       32       -  
Other, net
    (4 )     -       (19 )
          Net cash provided by investing activities
    269       1,548       258  
Cash Flows from Financing Activities
                       
Deposits and interest credited to contractholder deposit funds
    482       503       607  
Withdrawals and benefit payments from contractholder deposit funds
    (675 )     (627 )     (891 )
Change in cash overdraft position
    (20 )     66       (216 )
Net change in short-term debt
    -       (75 )     -  
Net proceeds on issuance of long-term debt
    498       246       -  
Repayment of long-term debt
    (378 )     (100 )     -  
Repurchase of common stock
    (1,185 )     (2,765 )     (1,618 )
Issuance of common stock
    248       251       346  
Common dividends paid
    (11 )     (12 )     (13 )
          Net cash used in financing activities
    (1,041 )     (2,513 )     (1,785 )
Effect of foreign currency rate changes on cash and cash equivalents
    8       6       (1 )
Net increase (decrease) in cash and cash equivalents
    578       (317 )     (810 )
Cash and cash equivalents, beginning of year
    1,392       1,709       2,519  
Cash and cash equivalents, end of year
  $ 1,970     $ 1,392     $ 1,709  
Supplemental Disclosure of Cash Information:
                       
     Income taxes paid, net of refunds
  $ 455     $ 317     $ 135  
     Interest paid
  $ 122     $ 105     $ 104  
                         
The accompanying Notes to the Consolidated Financial Statements are an integral part of these statements.
 


 
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Notes to the Consolidated Financial Statements

Note 1 — Description of Business

CIGNA constitutes one of the largest investor-owned health service organizations in the United States. Its subsidiaries are major providers of health care and related benefits, the majority of which are offered through the workplace, including health care products and services such as medical coverages, pharmacy, behavioral health, dental benefits, and disease management; group disability, life and accident insurance; and disability and workers’ compensation case management and related services.  In addition, CIGNA has an international operation that offers life, accident and supplemental health insurance products and international health care products and services to businesses and individuals in selected markets. CIGNA also has certain inactive businesses, including a run-off reinsurance operation.

Note 2 — Summary of Significant Accounting Policies
 
A.    Basis of Presentation

The consolidated financial statements include the accounts of CIGNA, its significant subsidiaries, and variable interest entities of which CIGNA is the primary beneficiary, which are referred to collectively as “the Company.”  Intercompany transactions and accounts have been eliminated in consolidation.

These consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (GAAP).  Amounts recorded in the consolidated financial statements reflect management’s estimates and assumptions about medical costs, investment valuation, interest rates and other factors.  Significant estimates are discussed throughout these Notes; however, actual results could differ from those estimates.

All weighted average shares, per share amounts and references to stock compensation for all periods presented have been adjusted to reflect the three-for-one stock split effective June 4, 2007 (see Note 4).  Par value and treasury stock were not affected by the stock split and, as a result, the Company reclassified $48 million from additional paid-in capital to common stock to reflect the issuance of approximately 191 million additional shares at par value.

Beginning in 2007, the Company reports the results of the run-off retirement business in Other Operations.  Prior periods have been restated to conform to this presentation.

Certain insignificant reclassifications have been made to prior years' amounts to conform to the 2007 presentation.

Discontinued operations.   Summarized financial data for discontinued operations primarily represents:

·  
impairment losses related to the dispositions in 2007 and 2006 of several Latin American insurance operations as discussed in Note 3;
·  
realized gains on the disposition of certain directly-owned real estate investments in 2007 and 2006 as discussed in Note 11; and
·  
tax benefits recognized in connection with past divestitures as discussed in Note 16.

(In millions)
 
2007
   
2006
   
2005
 
Income before income
                 
   (taxes) benefits
  $ 25     $ 19     $ -  
Income (taxes) benefits
    (7 )     (6 )     349  
Income from operations
    18       13       349  
Impairment loss, net of tax
    (23 )     (17 )     -  
Income (loss) from discontinued
                       
   operations, net of taxes
  $ (5 )   $ (4 )   $ 349  

Unless otherwise indicated, amounts in these Notes exclude the effects of discontinued operations .

Variable interest entities.   During 2007, certain real estate joint ventures and the remaining entity that issues investment products liquidated their primary assets and liabilities.  As a result, as of December 31, 2007, the Company consolidated $5 million in assets and $5 million in liabilities as the primary beneficiary of one real estate joint venture and no longer consolidates any assets or liabilities related to collateralized loan obligations (CLOs).  As of December 31, 2006, the Company consolidated $57 million in assets and $47 million in liabilities related to real estate joint ventures, and $55 million in assets and $26 million in liabilities related to CLOs.
 
B.    Recent Accounting Pronouncements

Uncertain tax positions.   Effective January 1, 2007, the Company implemented Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 48, "Accounting for Uncertainty in Income Taxes." This interpretation provides guidance for recognizing and measuring uncertain tax positions that are "more likely than not" to result in a benefit if challenged by the Internal Revenue Service (IRS).  The guidance clarifies that the amount of tax benefit recognized should be measured using management's best estimate based on the most favorable expected benefit with greater than fifty percent likelihood of being realized.  The interpretation also requires that interest expense and penalties be recognized for any reserved portion of an uncertain tax position beginning when the effect of that position is reported to tax authorities.  The cumulative effect of implementing the interpretation for unrecognized tax benefits decreased opening retained earnings by $29 million.  See Note 16 for additional information.

Certain financial instruments.   Effective January 1, 2007, the Company implemented Statement of Financial Accounting Standards (SFAS) No. 155, "Accounting for Certain Hybrid Financial Instruments,” an amendment of FASB Statements No. 133 and 140. This standard clarifies when certain financial instruments and features of financial instruments must be treated as derivatives and reported on the balance sheet at fair value with changes in fair value reported in net income. At
 
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adoption, the Company elected to fair value certain existing investments in preferred stock and debt securities with call or conversion features (hybrid securities) and future changes in the fair value of these investments will be reported in net income. As a result, the Company reclassified $12 million after-tax of unrealized appreciation from the opening balance of accumulated other comprehensive loss to retained earnings with no net change to total shareholders' equity. In addition, this standard may affect future income recognition for certain future financial instruments if the fair value election is used or if additional derivatives are identified because any changes in their fair values will be recognized in net income each period. See Note 10(A) for a review of instruments that the Company has elected to fair value.

Deferred acquisition costs.   Effective January 1, 2007, the Company implemented the American Institute of Certified Public Accountants’ (AICPA) Statement of Position (SOP) 05-1, "Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts."  The SOP requires that deferred acquisition costs be expensed in full when the original contract is substantially changed by election or amendment of an existing contract feature or by replacement with a new contract.  There were no material effects to the consolidated financial statements at implementation.  Although substantial contract changes are not expected to occur, the effect of this SOP in future periods may vary based on the nature and volume of any such contract changes.

Pension and other postretirement benefit plans.   Effective December 31, 2006, the Company implemented SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Benefits Plans." This standard requires that the overfunded or underfunded status of all defined benefit postretirement plans be measured as the difference between the fair value of plan assets and the benefit obligation and recognized in the balance sheet.  Changes in actuarial gains and losses and prior service costs are required to be recognized in accumulated other comprehensive income, net of tax, each period.  The effects on the consolidated financial statements were as follows:

   
Before
         
After
   
Application of
   
Adjust-
   
Application of
(In millions)
 
SFAS No. 158
   
ments
   
SFAS No. 158
Liability for pension
               
    benefits
  $ 744     $ 99     $ 843  
Liability for other
                       
    postretirement benefits
  $ 590     $ (155 )   $ 435  
Total liabilities
  $ 38,125     $ (56 )   $ 38,069  
Deferred income tax asset
  $ 946     $ (20 )   $ 926  
Accumulated other
                       
   comprehensive (loss)
  $    (205 )   $ 36     $       (169 )
Total shareholders' equity
  $ 4,294     $ 36     $ 4,330  

Liabilities for pension benefits and other postretirement benefits are recorded in accounts payable, accrued expenses and other liabilities on the Company’s balance sheet.

The implementation of SFAS No. 158 did not impact the Company's pension expense, funding requirements or financial covenants.  See Note 9 for further information on pension and other postretirement benefit plans.

Other-than-temporary impairment.   Effective January 1, 2006, the Company implemented guidance provided by the FASB on evaluating fixed maturities and equity securities for other-than-temporary impairment. Because this guidance is largely a summary of existing accounting principles generally accepted in the United States of America, there was no material effect in accounting for fixed maturities and equity securities with other-than-temporary impairments at implementation. See Note 10(A) for a review of declines in fair value of fixed maturities and equity securities.

Business combinations.   In 2007, the FASB issued SFAS No. 141 (revised 2007, referred to as SFAS No. 141R,) “Business Combinations,” to require fair value measurements for all future acquisitions, including contingent purchase price and contingent assets or liabilities of the entity to be acquired.  This standard also expands the definition of “business combination” to include all transactions or events in which an entity obtains control of a business, requires acquisition related and restructuring costs to be expensed as incurred and requires changes in deferred tax asset valuation allowances and acquired income tax uncertainties after the acquisition date to be reported in income tax expense.  SFAS No. 141R is effective for all business combinations beginning in 2009.  The effect of these new requirements on the Company’s financial condition and results of operations will depend on the volume and terms of acquisitions in 2009 and beyond, but will likely increase the amount and change the timing of recognizing expenses related to acquisition activities.

Noncontrolling interests in subsidiaries.   In 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51," to require that noncontrolling interests in subsidiaries be presented as part of equity of the consolidated group, separate from the parent shareholders' equity.  In addition, net income and components of other comprehensive income of the subsidiary must be allocated between the controlling and noncontrolling interests and presented separately based on relative ownership interests or contractual arrangements.  These new presentation requirements must be applied through retrospective restatement of prior financial statements beginning in 2009.  The Company is presently evaluating the impact of these new requirements, but does not expect material changes to the results of operations or financial condition.

Fair value option.   In 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which permits entities to choose fair value measurement of many financial instruments with subsequent

72

changes in fair value to be reported in net income for the period. This choice is made for each individual financial instrument, is irrevocable and, after implementation, must be determined when the entity first commits to or recognizes the financial instrument.  Implementation is required in the first quarter of 2008 with any changes in the measurement of existing financial instruments to be reported as an adjustment to the opening balance of retained earnings.  The Company does not currently expect to elect the fair value option for any financial assets and liabilities at implementation. For financial assets and liabilities acquired subsequently, the Company will determine whether to use the fair value election at the time of acquisition.

Fair value measurements. In 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," to expand disclosures about fair value measurements and to clarify how to measure fair value by focusing on the price that would be received when selling an asset or paid to transfer a liability (exit price).  Except for certain nonfinancial instruments, implementation is required in the first quarter of 2008 with any changes to the fair values of assets or liabilities to be reported generally in net income.  For fixed maturities and equity securities held for sale and derivatives that hedge future cash flows, changes in fair value will be reported in accumulated other comprehensive income (loss) for the period. The FASB voted to defer the effective date of SFAS No. 157 until first quarter 2009 for nonfinancial assets and liabilities (such as intangible assets, property and equipment and goodwill) that are required to be measured at fair value on a periodic basis (such as at acquisition or impairment).

Estimates of the fair values of the assets and liabilities for reinsurance contracts covering guaranteed minimum income benefits under certain variable annuity contracts issued by other insurance companies, including related retrocessional coverage from two external reinsurers, will be impacted by these new requirements.  The assumptions used to estimate the fair value of these contracts will be determined using a market-based view of an exit price rather than using historical market data and actual experience to establish the Company’s future expectations.  These assumptions include market returns and volatilities of the underlying equity and bond mutual fund investments, interest rates, mortality, lapse and annuity election rates, retrocessional credit, and risk and profit charges. For many of these assumptions, there is limited or no observable market data so determining an exit price under SFAS No. 157 requires significant judgment. The impact to the Company’s net income of implementing SFAS No. 157 on January 1, 2008 is expected to be a non-cash loss of $125-$150 million after-tax, net of estimated reinsurance recoverable, in the Run-off Reinsurance segment.  In addition, the Company’s results of operations related to this business are expected to be more volatile in future periods as changes in the underlying assumptions will be based on current market inputs each period rather than on longer term expectations.

C.    Financial Instruments

In the normal course of business, the Company enters into transactions involving various types of financial instruments.  These financial instruments may include:

·  
various investments (such as fixed maturities, commercial mortgage loans and equity securities);
·  
short- and long-term debt; and
·  
off-balance-sheet instruments (such as investment and certain loan commitments and financial guarantees).

These instruments may change in value due to interest rate and market fluctuations, and most also have credit risk.  The Company evaluates and monitors each financial instrument individually and, when management considers it appropriate, uses a derivative instrument or obtains collateral or another form of security to minimize risk of loss.

Most financial instruments that are subject to fair value disclosure requirements are carried in the consolidated financial statements at amounts that approximate fair value.  The following table shows the fair values and carrying values of the Company’s financial instruments not carried at fair value that are subject to fair value disclosure requirements, at the end of 2007 and 2006:

(In millions)
 
2007
   
2006
 
   
Fair
   
Carrying
   
Fair
   
Carrying
 
   
Value
   
Value
   
Value
   
Value
 
Commercial mortgage loans
  $ 3,315     $ 3,277     $ 4,060     $ 3,988  
Contractholder deposit
                               
   funds, excluding universal
                               
   life products
  $ 931     $ 936     $ 1,324     $ 1,332  
Long-term debt
                               
   excluding capital leases
  $ 1,790     $ 1,777     $ 1,390     $ 1,277  

Fair values of off-balance-sheet financial instruments were not material.

Fair values of financial instruments are based on quoted market prices when available.  When market prices are not available, management generally estimates fair value based on discounted cash flow analyses, which use current interest rates for similar financial instruments with comparable terms and credit quality.  Management estimates the fair value of the liabilities for contractholder deposit funds using the amount payable on demand.  In certain cases, the estimated fair value of a financial instrument may differ significantly from the amount that could be realized if the instrument were sold immediately.


73

D.    Investments

The Company's accounting policies for investment assets are discussed below:

Fixed maturities and equity securities. Fixed maturities include bonds, mortgage- and other asset-backed securities and preferred stocks redeemable by the investor.  Equity securities include common stocks and preferred stocks that are non-redeemable or redeemable only by the issuer.  These investments are primarily classified as available for sale and are carried at fair value with changes in fair value recorded in accumulated other comprehensive income (loss) within shareholders’ equity.  Fixed maturities and equity securities are considered impaired, and their cost basis is written down to fair value through earnings, when management expects a decline in value to persist (i.e. the decline is “other than temporary”).  Fixed maturities and equity securities include certain trading and hybrid securities carried at fair value with changes in fair value reported in other revenues for trading securities and in realized investment gains and losses for hybrid securities, beginning after the implementation of SFAS No. 155 on January 1, 2007.

Commercial mortgage loans.   Mortgage loans held by the Company are made exclusively to commercial borrowers, therefore there is no exposure to either prime or sub-prime residential mortgages.  Generally, commercial mortgage loans are carried at unpaid principal balances and are issued at a fixed rate of interest.  Commercial mortgage loans held for sale are carried at the lower of unpaid principal balance or market with any resulting valuation allowance reported in realized investment gains and losses.  Commercial mortgage loans are considered impaired when it is probable that the Company will not collect amounts due according to the terms of the loan agreement.  Impaired loans are carried at the lower of unpaid principal or fair value of the underlying collateral.  The Company estimates the fair value of the underlying collateral using internal valuations generally based on discounted cash flow analyses.

Policy loans.   Policy loans are carried at unpaid principal balances.

Real estate.     Investment real estate can be “held and used” or “held for sale”.  The Company accounts for real estate as follows:

·  
real estate "held and used" is expected to be held longer than one year and includes real estate acquired through the foreclosure of commercial mortgage loans.  The Company carries real estate held and used at depreciated cost less any write-downs to fair value due to impairment and assesses impairment when cash flows indicate that the carrying value may not be recoverable.  Depreciation is generally calculated using the straight-line method based on the estimated useful life of the particular real estate asset.
·  
real estate is "held for sale" when a buyer’s investigation is completed, a deposit has been received and the sale is expected to be completed within the next year.  Real estate held for sale is carried at the lower of carrying value or current fair value, less estimated costs to sell, and is not depreciated.  Valuation reserves reflect any changes in fair value.
·  
the Company uses several methods to determine the fair value of real estate, but relies primarily on discounted cash flow analyses and, in some cases, third party appraisals.

At the time of foreclosure, properties are reclassified from commercial mortgage loans to real estate.  The Company rehabilitates, re-leases and sells foreclosed properties.  This process usually takes from 2 to 4 years unless management considers a near-term sale preferable.

Other long-term investments.   Other long-term investments include investments in unconsolidated entities.  These entities include certain limited partnerships and limited liability companies holding real estate, securities or loans.  These investments are carried at cost plus the Company’s ownership percentage of reported income or loss in cases where the Company has significant influence, otherwise the investment is carried at cost.  Also included in other long-term investments are loans to unconsolidated real estate entities secured by the equity interests of these real estate entities, which are carried at unpaid principal balances (mezzanine loans).

Short-term investments. Investments with maturities of less than one year from time of purchase are classified as short-term, available for sale and carried at fair value, which approximates cost.

Derivative financial instruments.   Note 10(F) discusses the Company’s accounting policies for derivative financial instruments.

Net investment income.   When interest and principal payments on investments are current, the Company recognizes interest income when it is earned.  The Company stops recognizing interest income when interest payments are delinquent or when certain terms (interest rate or maturity date) of the investment have been restructured.  Net investment income on these investments is only recognized when interest payments are actually received.

Investment gains and losses.   Realized investment gains and losses result from sales, investment asset write-downs, changes in the fair values of hybrid securities and certain derivatives and changes in valuation reserves based on specifically identified assets.  Realized investment gains and losses on the disposition of certain directly owned real estate investments are eliminated from ongoing operations and reported in discontinued operations when the operations and cash flows of the underlying assets are clearly distinguishable and the Company has no significant continuing involvement in the operations.
 
74

Unrealized gains and losses on fixed maturities and equity securities carried at fair value (excluding trading and hybrid securities) and certain derivatives are included in accumulated other comprehensive income (loss), net of:

·  
amounts required to adjust future policy benefits; and
·  
deferred income taxes.

E.     Cash and Cash Equivalents

Cash equivalents consist of short-term investments that will mature in three months or less from the time of purchase.  The Company reclassifies immaterial cash overdraft positions to “accounts payable, accrued expenses and other liabilities” when the legal right of offset does not exist.

F.     Reinsurance Recoverables

Reinsurance recoverables are estimates of amounts that the Company will receive from reinsurers and are recorded net of amounts management believes will not be received.

G.  Deferred Policy Acquisition Costs

Acquisition costs include sales compensation, commissions, premium taxes and other costs that the Company incurs in connection with new and renewal business.  Depending on the product line they relate to, the Company records acquisition costs in different ways.  Acquisition costs for:

·  
Universal life products are deferred and amortized in proportion to the present value of total estimated gross profits over the expected lives of the contracts.
·  
Annuity and other individual life insurance (primarily international) and group health indemnity products are deferred and amortized, generally in proportion to the ratio of periodic revenue to the estimated total revenues over the contract periods.
·  
Other products are expensed as incurred.

For universal life, annuity and other individual products, management estimates the present value of future revenues less expected payments.  For group health indemnity products, management estimates the sum of future expected claims and related costs less unearned premiums and anticipated net investment income.  If management’s estimates are less than the deferred costs, the Company reduces deferred policy acquisition costs and records an expense.  Anticipated investment income is considered in the calculation of premium deficiency losses for short-duration contracts.  The Company recorded in other operating expenses amortization for policy acquisition costs of $242 million in 2007, $202 million in 2006 and $149 million in 2005.  There are no deferred policy acquisition costs attributable to the run-off retirement or run-off reinsurance operations.
 
H.   Property and Equipment

Property and equipment is carried at cost less accumulated depreciation.  When applicable, cost includes interest, real estate taxes and other costs incurred during construction.  Also included in this category is internal-use software that is acquired, developed or modified solely to meet the Company’s internal needs, with no plan to market externally.  Costs directly related to acquiring, developing or modifying internal-use software are capitalized. Unamortized internal-use software costs were $304 million at December 31, 2007, and $270 million at December 31, 2006. Amortization expense for internal use software was $111 million in 2007, $97 million in 2006 and $85 million in 2005.  Most of the unamortized internal-use software costs relate to the Company’s health care business initiatives to enhance systems and processes designed to support business growth and service to customers.

The Company incurred total costs of approximately $1.1 billion for a multi-year project that began in 1999 and was substantially completed in 2005, of which $453 million has been capitalized and $660 million has been expensed as incurred.  Amortization, which commenced in phases as members migrated to the new systems, is over a 7.5 year period.  Accumulated amortization for this project was $327 million at December 31, 2007 and $239 million at December 31, 2006.

For other capitalized costs, the Company calculates depreciation and amortization principally using the straight-line method based on the estimated useful life of each asset.

Accumulated depreciation and amortization on property and equipment was $1.4 billion at December 31, 2007 and 2006.

I.    Goodwill

Goodwill represents the excess of the cost of businesses acquired over the fair value of their net assets.  The Company evaluates goodwill for impairment annually based on discounted cash flow analyses and writes it down through earnings if impaired.  Substantially all goodwill relates to the Health Care segment.

J.   Other Assets, including Other Intangibles

Other assets consist primarily of various insurance-related assets.  The Company’s other intangible assets include purchased customer relationships, provider networks, and trademarks.  The Company amortizes other intangibles on a straight-line basis over periods from 1 to 11 years.  Management revises amortization periods if it believes there has been a change in the length of time that an intangible asset will continue to have value.  Other assets also include the gain position of certain derivatives (see Note 10(F)).

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The gross carrying value of the Company’s other intangible assets was $275 million at December 31, 2007 and $266 million at December 31, 2006.  The accumulated amortization was $211 million at December 31, 2007 and $202 million at December 31, 2006.

K.    Separate Account Assets and Liabilities

Separate account assets and liabilities are contractholder funds maintained in accounts with specific investment objectives. The assets of these accounts are legally segregated and are not subject to claims that arise out of any of the Company’s other businesses.  These separate account assets are carried at fair value with equal amounts for related separate account liabilities.  The investment income, gains and losses of these accounts generally accrue to the contractholders and are not included in the Company’s revenues and expenses. Fees earned for asset management services are reported in premiums and fees.

L.    Contractholder Deposit Funds

Liabilities for contractholder deposit funds include deposits received from customers for investment-related and universal life products and investment earnings on their fund balances.  These liabilities are adjusted to reflect administrative charges and, for universal life fund balances, mortality charges.

M.   Future Policy Benefits

Future policy benefits are liabilities for the present value of estimated future obligations under long-term life and supplemental health insurance policies and annuity products currently in force.  These obligations are estimated using actuarial methods and primarily consist of reserves for annuity contracts, life insurance benefits, guaranteed minimum death benefit contracts and certain life, accident and health insurance products in our International operations.

Obligations for annuities represent specified periodic benefits to be paid to an individual or groups of individuals over their remaining lives.  Obligations for life insurance policies represent benefits to be paid to policyholders, net of future premiums to be received.  Management estimates these obligations based on assumptions as to premiums, interest rates, mortality and surrenders, allowing for adverse deviation.  Mortality, morbidity, and surrender assumptions are based on either the Company’s own experience or actuarial tables.  Interest rate assumptions are based on management’s judgment considering the Company’s experience and future expectations, and range   from 1.25% to 10.0%.  Obligations for certain annuities include adjustments for amounts that would be required had related investments been sold at their current fair values.

Certain reinsurance contracts guarantee a minimum death benefit under variable annuities issued by other   insurance companies.  These obligations represent the guaranteed death benefit in excess of the contractholder’s account values (based on underlying equity and bond mutual fund investments).  These obligations are estimated based on assumptions regarding lapse, partial surrenders, mortality, interest rates (mean investment performance and discount rate), market volatility as well as investment returns and premiums, consistent with the requirements of generally accepted accounting principles when a premium deficiency exists.  Lapse, partial surrenders, mortality, interest rates and volatility are based on management’s judgment considering the Company’s experience and future expectations.  The results of futures and forward contracts are reflected in the liability calculation as a component of investment returns.  See also Note 7 for additional information.

N.   Unpaid Claims and Claims Expenses

Liabilities for unpaid claims and claim expenses are estimates of payments to be made under insurance coverages, (primarily long-term disability, workers’ compensation and life and health), for reported claims and for losses incurred but not yet reported.

The Company develops these estimates for losses incurred but not yet reported using actuarial principles and assumptions based on historical and projected claim incidence patterns, claim size and the length of time over which payments are expected to be made.  The Company consistently applies these actuarial principles and assumptions each reporting period, with consideration given to the variability of these factors, and recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, which require that the liabilities be adequate under moderately adverse conditions.

The Company's estimate of the liability for disability claims reported but not yet paid is primarily calculated as the present value of expected benefit payments to be made over the estimated time period that a policyholder remains disabled.  The Company estimates the expected time period that a policyholder may be disabled by analyzing the rate at which an open claim is expected to close (claim resolution rate).  Claim resolution rates may vary based upon the length of time a policyholder is disabled, the covered benefit period, cause of disability, benefit design and the policyholder's age, gender and income level.  The Company uses historical resolution rates combined with an analysis of current trends and operational factors to develop current estimates of resolution rates.

Because benefit payments may be made over an extended time period, the Company discounts certain claim liabilities related to group long-term disability and workers’ compensation.  Discount rate assumptions are based on projected investment returns for the asset portfolios that support these liabilities and range from 3.5% to 6.5%.  When estimates change, the Company records the adjustment in benefits and expenses in the period in which the change in estimate is identified. At December 31, discounted liabilities associated with the long-term disability and certain workers’ compensation businesses were $3.1 billion in 2007 and 2006.

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O.    Health Care Medical Claims Payable

Medical claims payable for the Health Care segment include both reported claims and estimates for losses incurred but not yet reported.

The Company develops these estimates using actuarial principles and assumptions based on historical and projected claim payment patterns, medical cost trends, which are impacted by the utilization of medical services and the related costs of the services provided (unit costs), benefit design, seasonality, and other relevant operational factors.  The Company consistently applies these actuarial principles and assumptions each reporting period, with consideration given to the variability of these factors, and recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, which require that the liabilities be adequate under moderately adverse conditions.

The Company's estimate of the liability for medical claims incurred but not yet reported is primarily calculated using historical claim payment patterns and expected medical cost trends.  The Company analyzes the historical claim payment patterns by comparing the dates claims were incurred, generally the dates services were provided, to the dates claims were paid to determine “completion factors”, which are a measure of the time to process claims.  A completion factor is calculated for each month of incurred claims.  The Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  The Company estimates the ultimate liability for claims incurred in each month by applying the current estimates of completion factors to the current paid claim data.  The difference between this estimate of the ultimate liability and the current paid claim data is the estimate of the remaining claims to be paid for each incurral month.  These monthly estimates are aggregated and included in the Company's Health Care medical claims payable at the end of each reporting period.  Completion factors are used to estimate the health care medical claims payable for all months where claims have not been completely resolved and paid, except for the most recent month as described below.

Completion factors are impacted by several key items including changes in the level of claims processed electronically versus manually (auto-adjudication), changes in provider claims submission rates, membership changes and the mix of products.  As noted, the Company uses historical completion factors combined with an analysis of current trends and operational factors to develop current estimates of completion factors.  This approach implicitly assumes that historical completion rates will be a useful indicator for the current period.  It is possible that the actual completion rates for the current period will develop differently from historical patterns, which could have a material impact on the Company's medical claims payable and net income.

Claims incurred in the most recent month have limited paid claim data, since a large portion of health care claims are not submitted to the Company for payment in the month services have been provided.  This makes the completion factor approach less reliable for claims incurred in the most recent month.  As a result, in any reporting period, for the estimate s of the ultimate claims incurred in the most recent month, the Company primarily relies on medical cost trend analysis, which reflects expected claim payment patterns and other relevant operational considerations.  Medical cost trend is impacted by several key factors including medical service utilization and unit costs and the Company’s ability to manage these factors through benefit design, underwriting, provider contracting and the Company's medical management initiatives.  These factors are affected by changes in the level and mix of medical benefits offered, including inpatient, outpatient and pharmacy, the impact of copays and deductibles, changes in provider practices and changes in consumer demographics and consumption behavior.

Because historical trend factors are often not representative of current claim trends, the trend experienced for the most recent history along with an analysis of emerging trends, have been taken into consideration in establishing the liability for Health Care medical claims payable at December 31, 2007 and 2006.  It is possible that the actual medical trend for the current period will develop differently from that expected, which could have a material impact on the Company's medical claims payable and net income.

For each reporting period, the Company evaluates key assumptions by comparing the assumptions used in establishing the medical claims payable to actual experience. When actual experience differs from the assumptions used in establishing the liability, medical claims payable are increased or decreased through current period net income.  Additionally, the Company evaluates expected future developments and emerging trends which may impact key assumptions.  The estimation process involves considerable judgment, reflecting the variability inherent in forecasting future claim payments.  The adequacy of these estimates is highly sensitive to changes in the Company's key assumptions, specifically completion factors, which are impacted by actual or expected changes in the submission and payment of medical claims, and medical cost trends, which are impacted by actual or expected changes in the utilization of medical services and unit costs.

P.   Unearned Premiums and Fees

Premiums for life, accident and health insurance are recognized as revenue on a pro rata basis over the contract period.  Fees for mortality and contract administration of universal life products are recognized ratably over the coverage period.  The unrecognized portion of these amounts is recorded as unearned premiums and fees.

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Q.    Accounts Payable, Accrued Expenses and Other Liabilities

Accounts payable, accrued expenses and other liabilities consist principally of pension, other postretirement and postemployment benefits and various insurance-related liabilities, including amounts related to reinsurance contracts and insurance-related assessments that management can reasonably estimate.  Accounts payable, accrued expenses and other liabilities also include certain overdraft positions and the loss position of certain derivatives (see Note 10(F)).  Legal costs to defend the Company’s litigation and arbitration matters are expensed when incurred.

R.   Translation of Foreign Currencies

The Company generally conducts its international business through foreign operating entities that maintain assets and liabilities in local currencies, which are generally their functional currencies.  The Company uses exchange rates as of the balance sheet date to translate assets and liabilities into U.S. dollars.  Translation gains or losses on functional currencies, net of applicable taxes, are recorded in accumulated other comprehensive income (loss).  The Company uses average exchange rates during the year to translate revenues and expenses into U.S. dollars.

S.   Premiums and Fees, Revenues and Related Expenses

Premiums for life, accident and health insurance and managed care coverages are recognized as revenue on a pro rata basis over the contract period.  Benefits and expenses are recognized when incurred.

Premiums for individual life insurance and individual and group annuity products, excluding universal life and investment-related products, are recognized as revenue when due.  Benefits and expenses are matched with premiums.

Revenue for investment-related products is recognized as follows:

·  
net investment income on assets supporting investment-related products is recognized as earned.
·  
contract fees, which are based upon related administrative expenses, are recognized in premiums and fees as they are earned ratably over the contract period.

Benefits and expenses for investment-related products consist primarily of income credited to policyholders in accordance with contract provisions.

Revenue for universal life products is recognized as follows:

·  
net investment income on assets supporting universal life products is recognized as earned.
·  
fees for mortality are recognized as assessed, which is as earned.
·  
administration fees are recognized as services are provided.
·  
surrender charges are recognized as assessed, which is as earned.

Benefits and expenses for universal life products consist of benefit claims in excess of policyholder account balances.  Expenses are recognized when claims are submitted, and income is credited in accordance with contract provisions.

Contract fees and expenses for administrative services only programs and pharmacy programs and services are recognized as services are provided.  Mail order pharmacy revenues and cost of goods sold are recognized as each prescription is shipped.

T.    Stock Compensation

The Company records compensation expense for stock awards and options over their vesting periods based on the estimated fair value of the stock options, which is calculated using an option-pricing model.  Compensation expense is recorded for restricted stock grants and deferred stock units over their vesting periods based on fair value, which is equal to the market price of the Company’s common stock on the date of grant.

U.    Participating Business

The Company’s participating life insurance policies entitle policyholders to earn dividends that represent a portion of the earnings of the Company’s life insurance subsidiaries.  Participating insurance accounted for approximately 2% of the Company’s total life insurance in force at the end of 2007, 2006 and 2005.

V.    Income Taxes

The Company and its domestic subsidiaries file a consolidated United States federal income tax return.  The Company’s foreign subsidiaries file tax returns in accordance with applicable foreign law.  U.S. taxation of foreign affiliates may differ in timing and amount from taxation under foreign laws.  Reportable amounts, including credits for foreign tax paid by those affiliates, are reflected in the U.S. tax return of the affiliates’ domestic parent.

The Company generally recognizes deferred income taxes when assets and liabilities have different values for consolidated financial statement and tax reporting purposes.  Note 16 contains detailed information about the Company’s income taxes.

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Note 3 — Acquisitions and Dispositions

The Company may from time to time acquire or dispose of assets, subsidiaries or lines of business.  Significant transactions are described below.

A.    Star HRG Acquisition

During 2006, the Company acquired the operating assets of Star HRG, a leading provider of low cost health plans and other employee benefits coverage for hourly and part-time workers and their families, for $156 million, including assumed liabilities.  The acquisition was accounted for as a purchase, and was financed through the issuance of a note payable to the seller (see Note 12). The purchase price was allocated as follows: $57 million to identifiable intangible assets and the remaining $99 million to goodwill.

Intangible assets (primarily purchased customer relationships, software and trademarks) associated with the acquisition are being amortized on a straight-line basis over periods from 3 to 10 years.

The results of Star HRG are included in the accompanying consolidated financial statements from the date of the acquisition.

B.    Sale of the Chilean Insurance Operations

On August 10, 2007, the Company completed the sale of its Chilean insurance operations, which was classified as a discontinued operation in 2007.  The Company recognized an impairment loss in 2007 for this business of $19 million after-tax primarily relating to the write-off of unrecoverable tax assets and foreign currency translation losses.  The assets and liabilities of the Chilean insurance operations, which were held for sale, were reported in other assets and accounts payable, accrued expenses and other liabilities.  Amounts as of December 31, 2006 have been reclassified to conform to this presentation.

C.    Pending Sale of the Brazilian Life Insurance Operations

During 2006, the Company entered into negotiations to sell its Brazilian life insurance business and classified this business as a discontinued operation.  The Company  recognized a n   impairment loss in 2006 with respect to this business of $17 million after-tax, primarily related to the write-off of unrecoverable foreign tax credits and foreign currency translation losses.  The sale, which is subject to regulatory approvals, is expected to close in 2008.

D.    Sale of Retirement Benefits Business

In 2004, the Company sold its retirement benefits business, excluding the corporate life insurance business, for cash proceeds of $2.1 billion. The sale resulted in an initial after-tax gain of $809 million, of which $267 million after-tax was recognized immediately and the remaining amount was deferred. The Company recognized deferred gain amortization in other revenues in the Run-off Retirement segment as follows:

(In millions)
 
Pre-Tax
   
After-Tax
 
2007
           
Accelerated deferred gain amortization
  $ 2     $ 1  
Normal deferred gain amortization
  $ 7     $ 4  
2006
               
Accelerated deferred gain amortization
  $ 8     $ 7  
Normal deferred gain amortization
  $ 10     $ 7  
2005
               
Accelerated deferred gain amortization
  $ 322     $ 204  
Normal deferred gain amortization
  $ 24     $ 16  

As of December 31, 2007, the remaining deferred gain of $36 million after-tax will be recognized in the Company’s results of operations through 2032.

E.    Sale of Individual Life Insurance and Annuity Business

In 1998, the Company sold its individual life insurance and annuity business for cash proceeds of $1.4 billion.  The sale generated an after-tax gain of approximately $800 million, the majority of which was deferred and is recognized at the rate that earnings from the sold business would have been expected to emerge (primarily over 15 years on a declining basis).  The Company recognized deferred gains of $25 million after-tax in 2007, $28 million after-tax in 2006 and $32 million after-tax in 2005.  The remaining deferred gain as of December 31, 2007, was $130 million after-tax.

Note 4 — Earnings Per Share

On April 25, 2007, the Company's Board of Directors approved a three-for-one stock split (in the form of a stock dividend) of the Company's common shares.  The stock split was effective on June 4, 2007 for shareholders of record as of the close of business on May 21, 2007.  All weighted average shares, per share amounts and references to stock compensation data for all periods presented have been adjusted to reflect the effect of the stock split.

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Basic and diluted earnings per share (EPS) for income from continuing operations are computed as follows for the years ended December 31:

(In millions,
       
Effect of
       
except per share amounts)
 
Basic
   
Dilution
   
Diluted
 
2007
                 
Income from continuing
                 
     operations
  $ 1,120     $ -     $ 1,120  
Shares ( in thousands):
                       
Weighted average
    283,191       -       283,191  
Options and restricted
                       
     stock grants
            5,141       5,141  
Total shares
    283,191       5,141       288,332  
EPS
  $ 3.95     $ (0.07 )   $ 3.88  
2006
                       
Income from continuing
                       
     operations
  $ 1,159     $ -     $ 1,159  
Shares ( in thousands):
                       
Weighted average
    331,257       -       331,257  
Options and restricted
                       
     stock grants
            5,728       5,728  
Total shares
    331,257       5,728       336,985  
EPS
  $ 3.50     $ (0.06 )   $ 3.44  
2005
                       
Income from continuing
                       
     operations
  $ 1,276     $ -     $ 1,276  
Shares ( in thousands):
                       
Weighted average
    382,044       -       382,044  
Options and restricted
                       
     stock grants
            7,375       7,375  
Total shares
    382,044       7,375       389,419  
EPS
  $ 3.34     $ (0.06 )   $ 3.28  

The following outstanding employee stock options as of December 31, were not included in the computation of diluted earnings per share because their effect would have increased diluted earnings per share (antidilutive) as their exercise price was greater than the average share price of the Company's common shares for the period.

(In millions)
 
2007
   
2006
   
2005
 
Antidilutive options
 
 
1.2
      3.9       7.7  

Note 5 — Health Care Medical Claims Payable

Medical claims payable for the Health Care segment reflects estimates of the ultimate cost of claims that have been incurred but not yet reported, those which have been reported but not yet paid (reported claims in process) and other medical expense payable, which primarily comprises accruals for provider incentives and other amounts payable to providers. Incurred but not yet reported comprises the majority of the reserve balance at December 31 as follows:

(In millions)
 
2007
   
2006
 
Incurred but not yet reported
  $ 786     $ 820  
Reported claims in process
    145       95  
Other medical expense payable
    44       45  
Medical claims payable
  $ 975     $ 960  
 
Activity in medical claims payable was as follows for the years ended December 31:

(In millions)
 
2007
   
2006
   
2005
 
Balance at January 1,
  $ 960     $ 1,165     $ 1,594  
Less:  Reinsurance and other amounts
                       
   recoverable
    250       342       497  
Balance at January 1, net
    710       823       1,097  
Incurred claims related to:
                       
   Current year
    6,878       6,284       6,631  
   Prior years
    (80 )     (173 )     (326 )
   Total incurred
    6,798       6,111       6,305  
Paid claims related to:
                       
   Current year
    6,197       5,615       5,844  
   Prior years
    594       609       735  
   Total paid
    6,791       6,224       6,579  
Balance at December 31, net
    717       710       823  
Add:  Reinsurance and other amounts
                       
   recoverable
    258       250       342  
Balance at December 31,
  $ 975     $ 960     $ 1,165  

Reinsurance and other amounts recoverable reflect amounts due from policyholders to cover incurred but not reported and pended claims for minimum premium products and certain administrative services only business where the right of offset does not exist.

For the year ended December 31, 2007, actual experience differed from the Company's key assumptions, resulting in favorable incurred claims related to prior years’ medical claims payable of $80 million, or 1.3% of the current year incurred claims as reported for the year ended December 31, 2006. Actual completion factors resulted in a reduction in medical claims payable of $46 million, or 0.7% of the current year incurred claims as reported for the year ended December 31, 2006 for the insured book of business. Actual medical cost trend resulted in a reduction in medical claims payable of $34 million, or 0.6% of the current year incurred claims as reported for the year ended December 31, 2006 for the insured book of business. The favorable impact in 2007 relating to completion factors and medical cost trend variances is primarily due to the release of the provision for moderately adverse conditions, which is a component of the assumptions for both completion factors and medical cost trend, established for claims incurred related to 2006.  This release was substantially offset by the provision for moderately adverse conditions established for claims incurred related to 2007.

For the year ended December 31, 2006, actual experience differed from the Company's key assumptions, resulting in favorable incurred claims related to prior years’ medical claims payable of $173 million, or 2.6% of the current year incurred claims as reported for the year ended December 31, 2005. The favorable impact in 2006 is due to better than expected completion factors and faster time to process claims as well as lower than expected medical cost trends, all of which included an assumption for moderately adverse experience.

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For the year ended December 31, 2006, actual completion factors resulted in a reduction of the medical claims payable of $99 million or 1.5% of the current year incurred claims as reported for the year ended December 31, 2005 for the insured book of business. Completion factors in 2006 reflected better than expected time to process claims, driven by higher auto-adjudication rates, the impact of claim recoveries and more timely submissions of provider claims.  For the year ended December 31, 2006, actual medical cost trend resulted in a reduction of the medical claims payable of $74 million or 1.1% of the current year incurred claims as reported for the year ended December 31, 2005 for the insured book of business.  The better than expected medical cost trend in 2006 was driven by lower inpatient, outpatient and pharmacy service utilization and lower than expected unit cost trends.  The lower than expected unit cost trends reflected provider contracting initiatives and the mix of services provided.

The corresponding impact of favorable prior year development on net income was $8 million for the year ended December 31, 2007 and $54 million for the year ended December 31, 2006, or 0.1% in 2007 and 0.8% in 2006 of the current year incurred claims as reported for the years ended December 31, 2006 and 2005, respectively.  The change in the amount of the incurred claims related to prior years in the medical claims payable liability does not directly correspond to an increase or decrease in the Company's net income recognized for the following reasons:

First, due to the nature of the Company's retrospectively experience-rated business, only adjustments to medical claims payable on accounts in deficit affect net income.  An increase or decrease to medical claims payable on accounts in deficit, in effect, accrue to the Company and directly impact net income.  An account is in deficit when the accumulated medical costs and administrative charges, including profit charges, exceed the accumulated premium received.  Adjustments to medical claims payable on accounts in surplus accrue directly to the policyholder with no impact on the Company's net income.  An account is in surplus when the accumulated premium received exceeds the accumulated medical costs and administrative charges, including profit charges.

Second, the Company consistently recognizes the actuarial best estimate of the ultimate liability within a level of confidence, as required by actuarial standards of practice, which require that the liabilities be adequate under moderately adverse conditions.  As the Company establishes the liability for each incurral year, the Company ensures that its assumptions appropriately consider moderately adverse conditions. When a portion of the development related to the prior year incurred claims is offset by an increase deemed appropriate to address moderately adverse conditions for the current year incurred claims, the Company does not consider that offset amount as having any impact on net income.
 
Note 6 — Initiatives to Lower Operating Expenses

The Company has undertaken several initiatives to realign its organization and consolidate support functions in an effort to increase efficiency and responsiveness to customers.

In the fourth quarter of 2006, the Company completed a review of staffing levels in the health care operations and in supporting areas.  As a result, the Company recognized in other operating expenses a charge for severance costs of $37 million pre-tax ($23 million after-tax). The Company substantially completed this program in 2007.

In 2005, the Company implemented a plan to further streamline operations in the health care business and in supporting areas.  As a result, the Company recognized in other operating expenses a total charge for severance costs of $51 million pre-tax ($33 million after-tax).  The Company substantially completed this program in 2006.

Note 7 Guaranteed Minimum Death Benefit Contracts

The Company’s reinsurance operations, which were discontinued in 2000 and are now an inactive business in run-off mode, reinsured a guaranteed minimum death benefit under certain variable annuities issued by other insurance companies.  These variable annuities are essentially investments in mutual funds combined with a death benefit.  The Company has equity and other market exposures as a result of this product.

The majority of the Company's exposure arises under annuities that guarantee that the benefit received at death will be no less than the highest historical account value of the related mutual fund investments on a contractholder’s anniversary date.  Under this type of death benefit,  the Company is liable to the extent the highest historical anniversary account value exceeds the fair value of the related mutual fund investments at the time of a contractholder’s death.  Other annuity designs that the Company reinsured guarantee that the benefit received at death will be:

·  
the contractholder’s account value as of the last anniversary date (anniversary reset); or
·  
no less than net deposits paid into the contract accumulated at a specified rate or net deposits paid into the contract.

In periods of declining equity markets and in periods of flat equity markets following a decline, the Company's liabilities for these guaranteed minimum death benefits increase.  Conversely, in periods of rising equity markets, the Company's liabilities for these guaranteed minimum death benefits decrease.  As a result of the implementation of the program to reduce equity market exposures discussed below, the favorable and unfavorable effects of the equity market on the reserve are largely offset in other revenues as a result of the related futures contracts gains or losses.

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Activity in future policy benefit reserves for these guaranteed minimum death benefit contracts was as follows:

(In millions)
 
2007
   
2006
   
2005
 
Balance at January 1
  $ 862     $ 951     $ 988  
Less:  Reinsurance recoverable at 1/1
    17       24       30  
Add:  Incurred benefits
    61       15       105  
Less:  Paid benefits
    74       97       136  
Add:  Reinsurance recoverable at 12/31
    16       17       24  
Balance at December 31
  $ 848     $ 862     $ 951  

Benefits paid and incurred are net of ceded amounts.  Incurred benefits reflect the favorable or unfavorable impact of a rising or falling equity market on the liability.  As discussed below, losses or gains have been recorded in other revenues as a result of the program to reduce equity market exposures.

Management estimates reserves for variable annuity death benefit exposures based on assumptions regarding lapse, partial surrender, mortality, interest rates (mean investment performance and discount rate) and volatility.  These assumptions are based on the Company’s experience and future expectations over the long-term period.  The Company monitors actual experience to update these reserve estimates as necessary.

Lapse refers to the full surrender of an annuity prior to a contractholder’s death.  Partial surrender refers to the fact that most contractholders have the ability to withdraw substantially all of their mutual fund investments while retaining the death benefit coverage in effect at the time of the withdrawal.  Mean investment performance and market volatility refer to the market return and market fluctuations respectively, that affect the costs of the program adopted by the Company to reduce equity market risks associated with these liabilities.

The Company regularly evaluates the assumptions used in establishing reserves and changes its estimates if actual experience or other evidence suggests that earlier assumptions should be revised.  If actual experience differs from the assumptions used in estimating these reserves, the resulting differences could have a material adverse effect on the Company’s consolidated results of operations, and in certain situations, could have a material adverse effect on the Company’s financial condition.

The following provides information about the Company’s reserving methodology and assumptions for guaranteed minimum death benefits as of December 31, 2007:

·  
The reserves represent estimates of the present value of net amounts expected to be paid, less the present value of net future premiums.  Included in net amounts expected to be paid is the excess of the guaranteed death benefits over the values of the contractholders’ accounts (based on underlying equity and bond mutual fund investments).
·  
The reserves include an estimate for partial surrenders that essentially lock in the death benefit for a particular policy based on annual election rates that vary from 0-33% depending on the net amount at risk for each policy and whether surrender charges apply.
·  
The gross mean investment performance assumption is 5% considering the Company's program to reduce equity market exposures using futures contracts (described below).  This is reduced by fund fees ranging from 1-3% across all funds.
·  
The volatility assumption is 15-30%, varying by equity fund type; 3-8%, varying by bond fund type; and 2% for money market funds.
·  
The discount rate is 5.75%.
·  
The mortality assumption is 70-75% of the 1994 Group Annuity Mortality table, with 1% annual improvement beginning January 1, 2000.
·  
The lapse rate assumption is 0-15%, depending on contract type, policy duration and the ratio of the net amount at risk to account value.

The table below presents the account value, net amount at risk and average attained age of   underlying contractholders for guarantees in the event of death, by type of benefit as of December 31.  The net amount at risk is the death benefit coverage in force or the amount that the Company would have to pay if all contractholders had died as of the specified date, and represents the excess of the guaranteed benefit amount over the fair value of the underlying mutual fund investments.

(Dollars in millions)
 
2007
   
2006
 
Highest anniversary annuity value
           
   Account value
  $ 24,675     $ 29,398  
   Net amount at risk
  $ 3,617     $ 4,157  
   Average attained age of contractholders
    69       68  
Anniversary value reset
               
   Account value
  $ 2,279     $ 2,658  
   Net amount at risk
  $ 29     $ 49  
   Average attained age of contractholders
    62       62  
Other
               
   Account value
  $ 3,241     $ 3,663  
   Net amount at risk
  $ 577     $ 694  
   Average attained age of contractholders
    67       66  
Total
               
   Account value
  $ 30,195     $ 35,719  
   Net amount at risk
  $ 4,223     $ 4,900  
   Average attained age of contractholders
               
     (weighted by exposure)
    68       67  
   Number of contractholders (approx.)
    750,000       900,000  

The Company has a program to substantially reduce the equity market exposures of this business by selling exchange-traded futures contracts, which are expected to rise in value as the equity market declines and decline in value as the equity market rises.  In addition, the Company uses foreign currency futures contracts to reduce the international equity market and foreign currency risks associated with this business.

The Company expects to adjust the contract positions and may enter into other contract positions over time, to reflect changing equity market levels and changes in the investment mix of the underlying variable annuity investments.

The Company recorded in other revenues pre-tax losses of $32 million in 2007, $96 million in 2006, and $48 million in 2005 from the futures contracts.  Expense offsets reflecting

82

corresponding changes in liabilities for these guaranteed minimum death benefit contracts were included in benefits and expenses.  The notional amount of the futures contract positions held by the Company at December 31, 2007 was $625 million.

The Company has also written reinsurance contracts with issuers of variable annuity contracts that provide annuitants with certain guarantees related to minimum income benefits.  See Note 20(B) for further information.

Note 8 — Reinsurance

In addition to the exposures for guaranteed minimum death benefit contracts discussed above and for guaranteed minimum income benefit contracts discussed in Note 20(B), the Company’s insurance subsidiaries enter into agreements with other insurance companies to assume and cede reinsurance.  Reinsurance is ceded primarily to limit losses from large exposures and to permit recovery of a portion of direct losses.  Reinsurance does not relieve the originating insurer of liability.  The Company evaluates the financial condition of its reinsurers and monitors its concentrations of credit risk.

A.  Retirement Benefits Business
 
The Company had a reinsurance recoverable of $2.1 billion at December 31, 2007 and $2.5 billion at December 31, 2006 from Prudential Retirement Insurance and Annuity Company resulting from the sale of the retirement benefits business, which was primarily in the form of a reinsurance arrangement.  The reinsurance recoverable is secured primarily by fixed maturities and commercial mortgage loans held in a business trust established by the reinsurer.  This recoverable is reduced as the Company's reinsured liabilities are paid or directly assumed by the reinsurer.

B.  Individual Life and Annuity Reinsurance   
 
The Company had a reinsurance recoverable of $4.7 billion at December 31, 2007, and $4.8 billion at December 31, 2006, from The Lincoln National Life Insurance Company resulting from the 1998 sale of the Company’s individual life insurance and annuity business through an indemnity reinsurance arrangement.  The reinsurance recoverable is secured primarily by fixed maturities held in a business trust established by the reinsurer in 2007.

C.   Workers’ Compensation and Personal Accident Reinsurance   
 
The Company's Run-off Reinsurance operations reinsured workers’ compensation and personal accident business in the London markets and the United States.

The Company purchased retrocessional coverage in these markets to substantially reduce the risk of loss on these contracts.  Disputes involving a number of these reinsurance and retrocessional contracts have been substantially resolved and some of the disputed contracts have been commuted.  See Note 20(E) “Litigation and Other Legal Matters” for more information.

The Company's payment obligations for underlying reinsurance exposures assumed by the Company under these contracts are based on ceding companies’ claim payments relating to accidents and injuries.  These claim payments can in some cases extend many years into the future, and the amount of the ceding companies’ ultimate claims, and therefore the amount of  the Company's ultimate payment obligations and ultimate collection from retrocessionaires may not be known with certainty for some time.

The Company’s reserves for underlying reinsurance exposures assumed by the Company, as well as for amounts recoverable from retrocessionaires, are considered appropriate as of December 31, 2007, based on current information.  However, it is possible that future developments could have a material adverse effect on the Company’s consolidated results of operations and, in certain situations, could have a material adverse effect on the Company’s financial condition.  The Company bears the risk of loss if its payment obligations to cedents increase or if its retrocessionaires are unable to meet, or successfully challenge, their reinsurance obligations to the Company.

D.  Other Reinsurance   
 
The Company could have losses if reinsurers fail to indemnify the Company on other reinsurance arrangements, either because of reinsurer insolvencies or contract disputes.  However, management does not expect charges for other unrecoverable reinsurance to have a material adverse effect on the Company’s consolidated results of operations, liquidity or financial condition.

E.  Effects of Reinsurance   
 
In the Company’s consolidated income statements, premiums and fees were net of ceded premiums, and benefits and expenses were net of reinsurance recoveries, in the following amounts:

(In millions)
 
2007
   
2006
   
2005
 
Premiums and Fees
                 
Short-duration contracts:
                 
   Direct
  $ 13,669     $ 12,333     $ 12,483  
   Assumed
    331       443       398  
   Ceded
    (179 )     (181 )     (158 )
      13,821       12,595       12,723  
Long-duration contracts:
                       
   Direct
    1,401       1,262       1,211  
   Assumed
    68       74       75  
Ceded:
                       
   Individual life insurance
                       
     and annuity business sold
    (230 )     (256 )     (270 )
   Other
    (52 )     (34 )     (44 )
      1,187       1,046       972  
Total
  $ 15,008     $ 13,641     $ 13,695  
Reinsurance recoveries
                       
Individual life insurance and
                       
   annuity business sold
  $ 323     $ 343     $ 332  
Other
    106       181       141  
Total
  $ 429     $ 524     $ 473  
 
83


The effects of reinsurance on written premiums and fees for short-duration contracts were not materially different from the recognized premium and fee amounts shown in the above table.
 
Note 9 — Pension and Other Postretirement Benefit Plans

A.   Pension and Other Postretirement Benefit Plans

The Company and certain of its subsidiaries provide pension, health care and life insurance defined benefits to eligible retired employees, spouses and other eligible dependents through various plans.

The Company measures the assets and obligations of its domestic pension and other postretirement benefit plans as of December 31.  The following table summarizes the projected obligations and assets related to the Company's domestic and international pension and other postretirement benefit plans as of, and for the years ended, December 31:

               
Other
 
   
Pension
   
Postretirement
 
   
Benefits
   
Benefits
 
(In millions)
 
2007
   
2006
   
2007
   
2006
 
Change in benefit
                       
    obligation
                       
Benefit obligation,
                       
   January 1
  $ 4,186     $ 4,175     $ 465     $ 492  
Service cost
    73       71       2       2  
Interest cost
    231       223       24       26  
Gain from past
                               
   experience
    (99 )     (7 )     (31 )     (15 )
Benefits paid from plan
                               
   assets
    (251 )     (249 )     (3 )     (4 )
Benefits paid - other
    (36 )     (27 )     (31 )     (36 )
Amendments
    (59 )     -       -       -  
Benefit obligation,
                               
   December 31
    4,045       4,186       426       465  
Change in plan assets
                               
Fair value of plan assets,
                               
   January 1
    3,343       3,109       30       33  
Actual return on plan
                               
   assets
    321       481       1       1  
Benefits paid
    (251 )     (249 )     (3 )     (4 )
Contributions
    4       2       -       -  
Fair value of plan assets,
                               
   December 31
    3,417       3,343       28       30  
Funded Status
  $ (628 )   $ (843 )   $ (398 )   $ (435 )

The postretirement benefits liability adjustment included in accumulated other comprehensive loss consisted of the following as of December 31:

               
Other
 
   
Pension
   
Postretirement
 
   
Benefits
   
Benefits
 
(In millions)
 
2007
   
2006
   
2007
   
2006
 
Unrecognized net gain (loss)
  $ (437 )   $ (767 )   $ 74     $ 49  
Unrecognized prior service cost
    61       3       89       106  
Postretirement benefits
                               
   liability adjustment
  $ (376 )   $ (764 )   $ 163     $ 155  
 
During 2007, the Company’s postretirement benefits liability adjustment decreased by $396 million pre-tax ($258 million after-tax) resulting in an increase to shareholders’ equity.  The decrease in the liability was primarily due to:

·  
an increase in the interest rate used to discount pension and other postretirement benefit liabilities;
·  
actual asset returns that exceeded expected returns;
·  
amortization of actuarial losses;
·  
adoption of a pension plan amendment, which, as of April 1, 2008, will change the benefit formula for employees hired prior to 1989 to one similar to all other employees; and
·  
the annual update of census data, favorable medical claim experience, and lower actual than expected election rates in the Company’s postretirement medical plan.

These favorable effects were partially offset by certain assumption changes primarily related to expected retirement ages.

Effective December 31, 2006, the Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Benefit Plans”.  The overall effect was an after-tax increase to shareholders’ equity of $36 million.  This increase occurred because prior service cost and net gains from past experience for other postretirement benefits plans more than offset the unrecognized underfunded pension liability.  See Note 2(B) for further information.

In addition, prior to implementing SFAS No. 158, accumulated other comprehensive income increased in 2006 by $284 million after-tax, primarily due to lower minimum pension liabilities from the effect of asset returns in excess of expectations, amortization of losses from past experience, and an increase in the long-term interest rates used to determine the benefit obligation.

Pension benefits.   The Company’s pension plans were underfunded by $628 million in 2007 and $843 million in 2006 and had related accumulated benefit obligations of $4.0 billion as of December 31, 2007 and $4.1 billion as of December 31, 2006.

The Company funds its qualified pension plans at least at the minimum amount required by the Employee Retirement Income Security Act of 1974 (ERISA).

The Company did not make domestic pension plan contributions in 2007 or 2006 to its primary qualified domestic pension plan and does not expect to make, nor is the Company required to make, domestic pension plan contributions in 2008.

The Company contributed $544 million in 2005 for minimum funding requirements for the domestic pension plan and for voluntary contributions to the domestic and international pension plans.

84

Actual cash contributions made to the pension plans could vary significantly from the estimates of unfunded plan obligations based on actual future returns on pension assets and future interest rates, both of which are highly unpredictable.  The Pension Protection Act of 2006 requires companies to fully fund defined benefit pension plans over a seven-year period beginning in 2008.  The Company has evaluated this requirement in light of the underfunded status of its primary qualified domestic pension plan and has made estimates of amounts to be funded in the future.  Based on this assessment and current facts, the Company does not believe that the funding requirements of the Pension Protection Act will cause a material adverse effect on the Company's liquidity in the future.

Components of net pension cost, for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Service cost
  $ 73     $ 71     $ 72  
Interest cost
    231       223       221  
Expected return on plan assets
    (209 )     (208 )     (181 )
Amortization of:
                       
   Net loss from past experience
    119       152       141  
   Prior service cost
    (1 )     (1 )     (1 )
Net pension cost
  $ 213     $ 237     $ 252  

The Company expects to recognize in 2008 $57 million of pre-tax loss from amortization of past experience and $9 million of pre-tax gain from amortization of prior service cost.

Other postretirement benefits.   Unfunded retiree health benefit plans had accumulated benefit obligations of $283 million at December 31, 2007, and $315 million at December 31, 2006.  Retiree life insurance plans had accumulated benefit obligations of $143 million as of December 31, 2007 and $150 million as of December 31, 2006.

Components of net other postretirement benefit cost for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Service cost
  $ 2     $ 2     $ 2  
Interest cost
    24       26       27  
Expected return on plan assets
    (1 )     (2 )     (2 )
Amortization of:
                       
   Net gain from past experience
    (6 )     (2 )     (2 )
   Prior service cost
    (17 )     (17 )     (17 )
Net other postretirement benefit cost
  $ 2     $ 7     $ 8  

The Company expects to recognize in 2008 $17 million of pre-tax gain related to amortization of prior service cost and $6 million of pre-tax gain from amortization of past experience.
 
The estimated rate of future increases in the per capita cost of health care benefits beginning in 2008 through 2012 is 7%, decreasing to 6% in 2013 and 5% thereafter.  This estimate reflects the Company’s current claim experience and management’s estimate that rates of growth will decline in the future.  A 1% increase or decrease in the estimated rate would change 2007 reported amounts as follows:

(In millions)
 
Increase
   
Decrease
 
Effect on total service and interest cost
  $ 1     $ 1  
Effect on postretirement benefit
               
   obligation
  $ 12     $ 11  

Plan assets.   The following summarizes the fair value of assets related to pension plans as of December 31:

 
Percent of
Target
 
Total Fair
Allocation
Plan Asset Category
Value
Percentage
 
2007
2006
2007
Equity securities
 64%
70%
 63%
Fixed income
 20%
19%
 20%
Real estate
 8%
5%
 7%
Other
 8%
6%
 10%

The target investment allocation percentages are developed by management as guidelines, although the fair values of each asset category are expected to vary as a result of changes in market conditions.  The pension plan asset portfolio has been most heavily weighted towards equity securities, consisting of domestic and international investments, in an effort to synchronize the expected higher rate of return on equities over the long-term with the overall long-term nature of the pension benefit obligations.  The diversification of the pension plan assets into other investments is intended to mitigate the volatility in returns, while also providing adequate liquidity to fund benefit distributions.

A portion of the pension plan assets are invested in the separate accounts of Connecticut General Life Insurance Company (CGLIC) and Life Insurance Company of North America, which are subsidiaries of the Company.  Most of these separate accounts are reinsured and managed by the buyer of the retirement benefits business.

The assets related to other postretirement benefit plans are invested in fixed income investments in the general account of CGLIC.

85


Assumptions for pension and other postretirement benefit plans.   Management determined the present value of the projected pension benefit obligation and the accumulated other postretirement benefit obligation and related benefit costs based on the following weighted average assumptions as of and for the years ended December 31:

   
2007
2006
Discount rate:
     
   Pension benefit obligation
 
6.25%
5.75%
   Other postretirement benefit obligation
 
6.25%
5.75%
   Pension benefit cost
 
5.75%
5.50%
   Other postretirement benefit cost
 
5.75%
5.50%
Expected return on plan assets:
     
   Projected pension benefit obligation
 
8.00%
7.50%
   Pension benefit cost
 
7.50%
7.50%
   Accumulated other postretirement benefit
     
     obligation
 
5.00%
5.00%
   Other postretirement benefit cost
 
5.00%
5.00%
Expected rate of compensation increase:
     
   Projected pension benefit obligation
 
3.50%
3.50%
   Pension benefit cost
 
3.50%
3.50%
   Accumulated other postretirement benefit
     
     obligation
 
3.00%
3.00%
   Other postretirement benefit cost
 
3.00%
3.00%

The discount rates were developed considering actual annualized yields as of the measurement date for high quality, long-term corporate bonds adjusted to reflect the durations of the pension and other postretirement benefit obligations.  Expected rates of return on plan assets were developed considering actual historical returns, current and expected market conditions, plan asset mix and management’s investment strategy.

To measure pension costs, the Company uses a market-related asset valuation for domestic pension plan assets invested in non-fixed income investments.  The market-related value of pension assets recognizes market appreciation or depreciation in the portfolio over 5 years, a method that reduces the short-term impact of market fluctuations.

The average remaining service period of active employees associated with the Company's pension plan is approximately 6 years.  The average remaining service period of active employees associated with the other postretirement benefit plans is approximately 9 years.

Changes to the Company's assumptions for the discount rates and expected rate of return on domestic qualified plan assets will not change required cash contributions to the pension plan as the Company funds at least the minimum amount required by ERISA.

Benefit payments.   The following benefit payments, including expected future services, are expected to be paid in:

         
Other Postretirement
 
         
Benefits
 
   
Pension
         
Net of Medicare
 
(In millions)
 
Benefits
   
Gross
   
Part D Subsidy
 
2008
  $ 304     $ 45     $ 41  
2009
  $ 302     $ 43     $ 41  
2010
  $ 301     $ 43     $ 41  
2011
  $ 297     $ 43     $ 40  
2012
  $ 303     $ 42     $ 40  
2013-2017
  $ 1,474     $ 190     $ 181  
 
B.   401(k) Plans

The Company sponsors a 401(k) plan in which the Company matches a portion of employees’ pre-tax contributions.  Another 401(k) plan with an employer match was frozen in 1999.  Participants in the active plan may invest in a fund that invests in the Company’s common stock, several diversified stock funds, a bond fund and a fixed-income fund.

The Company may elect to increase its matching contributions if the Company’s annual performance meets certain targets.  A substantial amount of the Company’s matching contributions are invested in the Company common stock.  The Company’s expense for these plans was $35 million for 2007, $42 million for 2006 and $36 million for 2005.

Note 10 — Investments

A.  Fixed Maturities and Equity Securities

Securities in the following table are included in fixed maturities and equities on the Company’s balance sheet.  These securities are carried at fair value with changes in fair value reported in other revenues for trading securities and in realized investment gains (losses) for hybrid securities, beginning after the implementation of SFAS No. 155 on January 1, 2007.

(In millions)
 
2007
   
2006
 
Included in fixed maturities:
           
   Trading securities
           
   (amortized cost: $22;$26)
  $ 22     $ 27  
   Hybrid securities
   (amortized cost: $11;$10)
    11       10  
      Total
  $ 33     $ 37  
                 
Included in equity securities:
               
   Hybrid securities
   (cost: $114;$102)
  $ 110     $ 105  

Fixed maturities and equity securities included $89 million at December 31, 2007 and $88 million at December 31, 2006, which were pledged as collateral to brokers as required under certain futures contracts.  These fixed maturities and equities securities were primarily corporate securities.

The following information about fixed maturities excludes trading and hybrid securities.  The amortized cost and fair value by contractual maturity periods for fixed maturities were as follows at December 31, 2007:

   
Amortized
   
Fair
 
(In millions)
 
Cost
   
Value
 
Due in one year or less
  $ 617     $ 626  
Due after one year through five years
    2,858       2,927  
Due after five years through ten years
    4,281       4,386  
Due after ten years
    2,977       3,450  
Mortgage- and other asset-backed
               
   securities
    643       659  
Total
  $ 11,376     $ 12,048  
 
 

 
86

Actual maturities could differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without penalties.  Also, in some cases the Company may extend maturity dates.
 
Other mortgage-backed assets consist principally of commercial mortgage-backed securities of which $7 million were residential mortgages and home equity lines of credit, all of which were originated utilizing standard underwriting practices and are not considered sub-prime loans.

Gross unrealized appreciation (depreciation) on fixed maturities (excluding trading securities and hybrid securities beginning after the implementation of SFAS No. 155 on January 1, 2007) by type of issuer is shown below.

   
December 31, 2007
 
         
Unrealized
   
Unrealized
       
   
Amortized
   
Appre-
   
Depre-
   
Fair
 
(In millions)
 
Cost
   
ciation
   
ciation
   
Value
 
Federal government
                       
   and agency
  $ 346     $ 282     $ -     $ 628  
State and local
                               
   government
    2,362       130       (3 )     2,489  
Foreign government
    868       32       (18 )     882  
Corporate
    7,157       318       (85 )     7,390  
Other mortgage-
                               
   backed
    216       6       (2 )     220  
Other asset-backed
    427       29       (17 )     439  
Total
  $ 11,376     $ 797     $ (125 )   $ 12,048  
                                 
   
December 31, 2006
 
(In millions)
                               
Federal government
                               
   and agency
  $ 356     $ 242     $ (1 )   $ 597  
State and local
                               
   government
    2,360       132       (4 )     2,488  
Foreign government
    731       44       (9 )     766  
Corporate
    7,063       322       (43 )     7,342  
Federal agency
                               
   mortgage-backed
    2       -       -       2  
Other mortgage-
                               
   backed
    215       6       -       221  
Other asset-backed
    449       63       -       512  
Total
  $ 11,176     $ 809     $ (57 )   $ 11,928  

The above table includes net appreciation of $456 million at December 31, 2007 and $494 million at December 31, 2006 for adjustments required to future policy benefits for certain annuities which are not included in accumulated other comprehensive income.  In addition, the above table for 2006 excludes net appreciation of $29 million pre-tax related to the sold Chilean insurance operations.

As of December 31, 2007, the Company had commitments to purchase $15 million of fixed maturities bearing interest at a fixed market rate.  The Company expects to disburse all the committed amounts in 2008.

Review of declines in fair value .   Management reviews fixed maturities and equity securities for impairment based on criteria that include:

·  
length of time and severity of decline;
·  
financial health and specific near term prospects of the issuer;
·  
changes in the regulatory, economic or general market environment of the issuer’s industry or geographic region; and
·  
ability and intent to hold until recovery.
 
As of December 31, 2007, fixed maturities (excluding trading and hybrid securities) which were primarily investment grade corporate bonds with a decline in fair value from cost were as follows, including the length of time of such decline:

   
Fair
   
Amortized
   
Unrealized
   
Number
 
(In millions)
 
Value
   
Cost
   
Depreciation
   
of Issues
 
Fixed Maturities:
                       
One year or less:
                       
   Investment grade
  $ 1,977     $ 2,054     $ (77 )     382  
   Below investment
                               
     grade
  $ 246     $ 255     $ (9 )     150  
More than one year:
                               
   Investment grade
  $ 954     $ 992     $ (38 )     361  
   Below investment
                               
     grade
  $ 22     $ 23     $ (1 )     12  

The unrealized depreciation of investment grade fixed maturities is primarily due to increases in interest rates since purchase.  There were no equity securities with a material decline in fair value from cost as of December 31, 2007.  See Note 11(B) for discussion of impairments included in realized investment gains and losses.

B.    Commercial Mortgage Loans and Real Estate

Mortgage loans held by the Company are made exclusively to commercial borrowers; therefore there is no exposure to either prime or sub-prime residential mortgages.  The Company’s commercial mortgage loans and real estate investments are diversified by property type, location and, for commercial mortgage loans, borrower.  Generally, commercial mortgage loans are carried at unpaid principal balances and are issued at a fixed rate of interest.

In connection with the Company’s investment strategy to enhance investment yields by selling senior participations, commercial mortgage loans include loans that were originated with the intent to sell of $77 million as of December 31, 2007 and $124 million as of December 31, 2006.
 
 

 
87

At December 31, commercial mortgage loans and real estate investments were distributed among the following property types and geographic regions:

(In millions)
 
2007
   
2006
 
Property type
           
Office buildings
  $ 1,048     $ 1,305  
Apartment buildings
    1,008       891  
Industrial
    470       609  
Retail facilities
    398       654  
Hotels
    336       537  
Other
    66       109  
Total
  $ 3,326     $ 4,105  
Geographic region
               
Pacific
  $ 1,117     $ 993  
South Atlantic
    616       953  
New England
    539       665  
Central
    476       659  
Mountain
    327       396  
Middle Atlantic
    251       439  
Total
  $ 3,326     $ 4,105  
 
At December 31, 2007, scheduled commercial mortgage loan maturities were as follows (in millions):  $124 in 2008, $256 in 2009, $270 in 2010, $375 in 2011 and $2,252 thereafter.

Actual maturities could differ from contractual maturities for several reasons: borrowers may have the right to prepay obligations, with or without prepayment penalties; the maturity date may be extended; and loans may be refinanced.

As of December 31, 2007, the Company had commitments to extend credit under commercial mortgage loan agreements of $83 million, all of which were at a fixed rate of interest.  These loan commitments are diversified by property type and geographic region.  As of December 31, 2007, the Company had commitments to contribute additional equity of $10 million to real estate investments.  The Company expects to disburse most of the committed amounts in 2009.

C.   Other Long-term Investments

As of December 31, other long-term investments consisted of the following:

(In millions)
 
2007
   
2006
 
Real estate entities
  $ 313     $ 244  
Securities partnerships
    171       133  
Mezzanine loans and other
    36       41  
Total
  $ 520     $ 418  

As of December 31, 2007, the Company had commitments to contribute:

·  
$219 million to limited liability entities that hold either real estate or loans to real estate entities that are diversified by property type and geographic region; and
·  
$224 million to entities that hold securities diversified by issuer and maturity date.

The Company expects to disburse approximately 40% of the committed amounts in 2008 and the remaining amounts by 2012.

D.   Short-Term Investments and Cash Equivalents

Short-term investments and cash equivalents included corporate securities of $1.5 billion, federal government securities of $192 million and money market funds of $66 million at December 31, 2007.  The Company’s short-term i nvestments and cash equivalents at December 31, 2006, included corporate securities of $973 million, money market funds of $101 million and federal government securities of $117 million.

E.   Concentration of Risk

As of December 31, 2007 and 2006, the Company did not have a concentration of investments in a single issuer or borrower exceeding 10% of shareholders’ equity.

F.  Derivative Financial Instruments

The Company’s investment strategy is to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities (such as paying claims, investment returns and withdrawals).  As part of this investment strategy, the Company typically uses derivatives to minimize interest rate, foreign currency and equity price risks.  The Company routinely monitors exposure to credit risk associated with derivatives and diversifies the portfolio among approved dealers of high credit quality to minimize credit risk.  In addition, the Company has written or sold contracts to guarantee minimum income benefits and to enhance investment returns.

The Company uses hedge accounting when derivatives are designated, qualify and are highly effective as hedges.  Effectiveness is formally assessed and documented at inception and each period throughout the life of a hedge using various quantitative methods appropriate for each hedge, including regression analysis and dollar offset.  Under hedge accounting, the changes in fair value of the derivative and the hedged risk are generally recognized together and offset each other when reported in net income.
 
 
88


 
The Company accounts for derivative instruments as follows:

·  
Derivatives are reported on the balance sheet at fair value with changes in fair values reported in net income or accumulated other comprehensive income.
·  
Changes in the fair value of derivatives that hedge market risk related to future cash flows – and that qualify for hedge accounting – are reported in a separate caption in accumulated other comprehensive income.  These hedges are referred to as cash flow hedges.
·  
A change in the fair value of a derivative instrument may not always equal the change in the fair value of the hedged item; this difference is referred to as hedge ineffectiveness.  Where hedge accounting is used, the Company reflects hedge ineffectiveness in net income (generally as part of realized investment gains and losses).
·  
Features of certain investments and obligations, called embedded derivatives, are accounted for as derivatives.  As permitted under SFAS No. 133, derivative accounting has not been applied to these features of such investments or obligations existing before January 1, 1999.

The Company recorded pre-tax realized investment losses of $11 million in 2006 from terminating swaps hedging interest rate and foreign currency risk of fixed maturities.  The Company recorded pre-tax realized investment gains from swaps on commercial loan pools of $7 million in 2006 and 2005.

See Note 7 for a discussion of derivatives associated with guaranteed minimum death benefit contracts and Note 20(B) for a discussion of derivatives associated with guaranteed minimum income benefit contracts.  The other effects of derivatives were not material to the Company’s consolidated results of operations, liquidity or financial condition for 2007, 2006 or 2005.

89

The table below presents information about the nature and accounting treatment of the Company’s primary derivative financial instruments.  Derivatives in the Company’s separate accounts are not included because associated gains and losses generally accrue directly to policyholders.

         
Instrument
Risk
Purpose
Cash Flows
Accounting Policy
         
Futures
Primarily equity  and foreign currency risks
To reduce domestic and international equity market exposures for certain reinsurance contracts that guarantee death benefits resulting from changes in variable annuity account values based on underlying mutual funds.  Currency futures are primarily euros, Japanese yen and British pounds.
For futures, the Company receives (pays) cash daily in the amount of the change in fair value of the futures contracts.
Fair value changes are reported in other revenues and cash flows are included in operating activities.
Futures
Interest rate risk
To hedge fair value changes of fixed maturity and commercial mortgage loan investments to be purchased.
The Company receives (pays) cash daily in the amount of the change in fair value of the futures contracts.
Using cash flow hedge accounting, fair value changes are reported in accumulated other comprehensive income and amortized into net investment income over the life of the investments purchased.  Cash flows are included in operating activities.
Swaps
Interest rate and foreign currency risk
To hedge the interest or foreign currency cash flows of fixed maturities and commercial mortgage loans to match associated liabilities. Currency swaps are primarily Canadian dollars, euros, Australian dollars and Japanese yen for periods of up to 14 years.
The Company   periodically exchanges cash flows between variable and fixed interest rates or between two currencies for both principal and interest.
Using cash flow hedge accounting, fair values are reported in other long-term investments or other liabilities and accumulated other comprehensive income. Net interest cash flows are reported in net investment income and included in operating activities.
 
Credit and interest rate risk
To enhance investment returns, the Company sells Dow Jones indexed credit default swaps on a basket of primarily investment grade corporate bonds.
The Company receives quarterly fees and will make future payments if an issuer of an underlying corporate bond defaults on scheduled payments or files for bankruptcy. If an issuer defaults or files for bankruptcy, the Company will make payment for the par value of the underlying corporate bond and may subsequently sell or hold that bond as an invested asset.  If the most current indexed swaps are determined desirable for liquidity, credit risk or other reasons, the Company also pays or receives cash to settle purchases and sales.
Fair values of the swaps are reported in other long-term investments or other liabilities, with changes reported in realized investment gains and losses.  Quarterly fees and gains and losses on purchases and sales are also reported in realized investment gains and losses.  These cash flows are reported in investing activities.
Treasury lock
Interest rate risk
To hedge the variability of and fix at inception date, the benchmark Treasury rate component of future interest payments on debt to be issued in 2008.
The Company will receive (pay) the fair value of the contract at the earliest of expiration or debt issuance.
Using cash flow hedge accounting, fair values are reported in short-term investment or other liabilities, with changes to fair value reported in accumulated other comprehensive income and amortized to interest expense over the life of the debt issued.  These cash flows will be reported in operating activities.
Swaps on commercial loan pools
Interest rate and credit risk
To obtain returns based on the performance of underlying commercial loan pools.
The Company receives cash based on the performance of underlying commercial loan pools.
Fair values of the swaps are reported in other long-term investments or other liabilities, with changes reported in realized investment gains and losses.  These cash flows are reported in investing activities.
Written and Purchased Options
Primarily equity risk and interest rate risk
The Company has written certain reinsurance contracts to guarantee minimum income benefits resulting from the level of variable annuity account values compared with a contractually guaranteed amount.  The actual payment by the Company depends on the actual account value in the underlying mutual funds and the level of interest rates when account holders elect to receive minimum income payments.  The Company purchased reinsurance contracts to hedge the market risks assumed.  These contracts are accounted for as written and purchased options.
The Company periodically receives (pays) fees based on account values.  The Company will also pay (receive) cash depending on changes in account values and interest rates when account holders first elect to receive minimum income payments.
Fair values are reported in other liabilities and other assets.  Changes in fair value are reported in other operating expenses.  These cash flows are reported in operating activities.
Purchased Options
Interest rate risk
To hedge the possibility of early policyholder cash surrender when the amortized cost of underlying invested assets is greater than their fair values.
The Company pays a fee and may receive or pay cash, based on the difference between the amortized cost and fair values of underlying invested assets at the time of policyholder surrender.
Using cash flow hedge accounting, fair values are reported in other assets or other liabilities, with changes in fair value reported in accumulated other comprehensive income and amortized to benefits expense over the life of the underlying invested assets.  These cash flows will be reported in financing activities.

 
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Note 11 — Investment Income and Gains and Losses

A.   Net Investment Income

The components of net investment income, for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Fixed maturities
  $ 722     $ 768     $ 921  
Equity securities
    8       11       9  
Commercial mortgage loans
    240       266       270  
Policy loans
    81       78       90  
Real estate
    5       12       11  
Other long-term investments
    24       26       37  
Short-term investments and cash
    78       77       69  
      1,158       1,238       1,407  
Less investment expenses
    44       43       48  
Net investment income
  $ 1,114     $ 1,195     $ 1,359  

Net investment income for separate accounts (which is not reflected in the Company’s revenues) was $225 million for 2007, $151 million for 2006, and $154 million for 2005.

B.   Realized Investment Gains and Losses

The following realized gains and losses on investments for the years ended December 31 exclude amounts required to adjust future policy benefits for certain annuities.

(In millions)
 
2007
   
2006
   
2005
 
Fixed maturities
  $ (26 )   $ (25 )   $ (2 )
Equity securities
    13       8       4  
Commercial mortgage loans
    8       (7 )     (2 )
Real estate
    -       (5 )     -  
Other investments,
                       
   including derivatives
    20       249       (7 )
Realized investment gains (losses)
                       
   from continuing operations,
                       
   before income taxes
    15       220       (7 )
Less income taxes
    5       75       4  
Realized investment gains (losses)
                       
   from continuing operations
    10       145       (11 )
Realized investment gains from
                       
   discontinued operations,
                       
   before income taxes
    25       19       -  
Less income taxes
    9       6       -  
Realized investment gains
                       
   from discontinued operations
    16       13       -  
Net realized investment gains (losses)
  $ 26     $ 158     $ (11 )

In 2007 and 2006, realized investment results from continuing operations primarily reflect:

·  
gains from other investments on sales of equity interests in real estate limited liability entities;
·  
gains on sales of equity securities, partially offset in 2006 by asset write downs;
·  
gains on sale of commercial mortgage loans in 2007 versus losses in 2006 on sales and asset write downs;
·  
losses on fixed maturities largely due to asset write downs; and
·  
2006 losses from real estate due to sales activity and asset write downs.

In 2007 and 2006, realized investment results from discontinued operations reflect gains on sales of directly owned real estate properties held for the production of investment income.  Proceeds on these sales have been separately identified in the Company's Consolidated Statements of Cash Flows.

Realized investment gains and losses also included impairments in the value of investments of $40 million in 2007, $44 million in 2006, and $24 million in 2005.

Realized investment gains and losses that are not reflected in the Company’s revenues for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Separate accounts
  $ 591     $ 207     $ 5,361  
Investment results required to
                       
   adjust future policy benefits
  $ 18     $ 11     $ 9  

Separate account realized gains in 2005 reflect the impact of transferring separate account assets to the buyer of the Company's retirement benefit business.  See Note 3 for additional information.

Sales information for available-for-sale fixed maturities and equity securities, for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Proceeds from sales
  $ 1,040     $ 3,458     $ 3,040  
Gross gains on sales
  $ 26     $ 49     $ 40  
Gross losses on sales
  $    (12 )   $    (55 )   $  (46 )

Note 12 — Debt

(In millions)
 
2007
   
2006
 
Short-term:
           
Current maturities of long-term debt
  $ 3     $ 376  
Short-term note payable
    -       6  
Total short-term debt
  $ 3     $ 382  
Long-term:
               
Uncollateralized debt:
               
7% Notes due 2011
  $ 222     $ 222  
6.375% Notes due 2011
    226       226  
5.375% Notes due 2017
    250       -  
6.37% Note due 2021
    78       78  
7.65% Notes due 2023
    100       100  
8.3% Notes due 2023
    17       17  
7.875% Debentures due 2027
    300       300  
8.3% Step Down Notes due 2033
    83       83  
6.15% Notes due 2036
    500       250  
Other
    14       18  
Total long-term debt
  $ 1,790     $ 1,294  

Other long-term debt includes capital lease obligations for software licenses.

Under a universal shelf registration statement filed with the Securities and Exchange Commission (SEC) in 2006, the Company issued the following securities in March 2007:

·  
$250 million of Notes bearing interest at the rate of 5.375% per year, which is payable on March 15 and September 15 of each year, beginning September 15, 2007.  The Notes will mature on March 15, 2017; and
 
·  
$250 million of Notes bearing interest at the rate of 6.150% per year, which is payable on May 15 and November 15 of each year, beginning May 15, 2007.  The Notes will mature on November 15, 2036.
 
91


The Company may redeem the Notes, at any time, in whole or in part, at a redemption price equal to the greater of:

·  
100% of the principal amount of the Notes to be redeemed; or
·  
the present value of the remaining principal and interest payments on the Notes being redeemed discounted at the applicable Treasury Rate plus 15 basis points for the 5.375% Notes and 25 basis points for the 6.150% Notes.

Also, in connection with the Star HRG acquisition in 2006, the Company issued to the seller a note payable of $151 million.  Of that amount, $73 million was repaid during 2006 and the remaining $78 million is due in 2021.

Maturities of debt and capital leases are as follows (in millions): $3 in 2008, $3 in 2009, $3 in 2010, $452 in 2011, $3 million in 2012 and the remainder in years after 2012.  Interest expense on long-term debt and capital leases was $122 million in 2007, $104 million in 2006, and $105 million in 2005.

The Company may issue commercial paper primarily to manage imbalances between operating cash flow and existing commitments, to meet working capital needs, and to take advantage of current investment opportunities.  Commercial paper borrowing arrangements are supported by various lines of credit.  There was no commercial paper outstanding as of December 31, 2007 and 2006.

In June 2007, the Company amended and restated its five year revolving credit and letter of credit agreement for $1.75 billion, which permits up to $1.25 billion to be used for letters of credit.  The credit agreement includes options, which are subject to consent by the administrative agent and the committing bank, to increase the commitment amount up to $2.0 billion and to extend the term of the agreement.  The Company entered into the agreement for general corporate purposes, including support for the issuance of commercial paper and to obtain statutory reserve credit for certain reinsurance arrangements.  There were no amounts outstanding under the credit facility nor any letters of credit issued as of December 31, 2007.

In addition, as of December 31, 2007, the Company had $500 million remaining under an effective shelf registration statement filed with the SEC, which may be issued as debt securities, equity securities or both.

Note 13 — Common and Preferred Stock

As of December 31, the Company had issued the following shares:
 
(Shares in thousands)
 
2007
   
2006
 
Common:  Par value $0.25
           
   600,000 shares authorized
           
   Outstanding - January 1
    98,654       121,191  
   Issuance of shares in split
    190,917       -  
   Issued for stock option and other benefit
               
      plans
    3,244       2,762  
   Repurchase of common stock
    (13,227 )     (25,299 )
   Outstanding - December 31
    279,588       98,654  
   Treasury stock
    71,358       61,375  
Issued - December 31
    350,946       160,029  

The Company maintains a share repurchase program, which was authorized by its Board of Directors.  Decisions to repurchase shares depend on market conditions and alternative uses of capital.  The Company has, and may continue from time to time, to repurchase shares on the open market through a Rule 10b5-1 plan which permits a company to repurchase its shares at times when it otherwise might be precluded from doing so under insider trading laws or because of self-imposed trading blackout periods.

The Company has authorized a total of 25 million shares of $1 par value preferred stock.  No shares of preferred stock were outstanding at December 31, 2007 or 2006.

Note 14 — Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive loss excludes amounts required to adjust future policy benefits for certain annuities.

Changes in accumulated other comprehensive income (loss) were as follows:

         
Tax
       
         
(Expense)
   
After-
 
(In millions)
 
Pre-Tax
   
Benefit
   
Tax
 
2007
                 
Net unrealized depreciation, securities:
             
Implementation effect of
                 
   SFAS No. 155
  $ (18 )   $ 6     $ (12 )
Net unrealized depreciation on
                       
   securities arising during the year
    (68 )     24       (44 )
Reclassification due to sale of
                       
   discontinued operations
    (23 )     8       (15 )
Plus: reclassification adjustment for
                       
   losses included in net income
    13       (4 )     9  
Net unrealized depreciation,  securities
  $ (96 )   $ 34     $ (62 )
Net unrealized depreciation,
                       
     d erivatives
  $ (6 )   $ 2     $ (4 )
Net translation of foreign currencies:
                 
Net translation of foreign currencies
                       
   arising during the year
  $ 33     $ (10 )   $ 23  
Reclassification due to sale of
                       
   discontinued operations
    8       (3 )     5  
Net translation of foreign currencies
  $ 41     $ (13 )   $ 28  
Postretirement benefits liability
                       
   adjustment:
                       
Reclassification adjustment for
                       
   amortization of net losses from past
                       
   experience and prior service costs
  $ 95     $ (33 )   $ 62  
Net change arising from assumption/
                       
  plan changes and experience
    301       (105 )     196  
Net postretirement benefits liability
                       
   adjustment
  $ 396     $ (138 )   $ 258  
 
See Note 9 for additional information about the changes in the net postretirement benefits liability adjustment in 2007.
 
92


         
Tax
       
         
(Expense)
   
After-
 
(In millions)
 
Pre-Tax
   
Benefit
   
Tax
 
2006
                 
Net unrealized depreciation, securities:
             
Net unrealized depreciation on
                 
   securities arising during the year
  $ (33 )   $ 12     $ (21 )
Plus: reclassification adjustment for
                       
   losses included in net income
    17       (6 )     11  
Net unrealized depreciation,  securities
  $ (16 )   $ 6     $ (10 )
Net unrealized depreciation derivatives:
                 
Net unrealized depreciation on
                       
   derivatives arising during the year
  $ (13 )   $ 5     $ (8 )
Plus: reclassification adjustment for
   losses included in net income
    11       (4 )     7  
Net unrealized depreciation,
                       
    derivatives
  $ (2 )   $ 1     $ (1 )
Net translation of foreign
                       
   currencies
  $ 48     $ (17 )   $ 31  
Minimum pension liability
                       
   adjustment:
                       
Activity prior to adoption of
                       
  SFAS No. 158
  $ 437     $ (153 )   $ 284  
Adoption of SFAS No. 158
    665       (233 )     432  
Minimum pension liability
                       
   adjustment
  $ 1,102     $ (386 )   $ 716  
Postretirement benefits liability adjustment:
                 
Adoption of SFAS No. 158
  $ (609 )   $ 213     $ (396 )
2005
                       
Net unrealized
                       
   depreciation, securities:
                       
Net unrealized depreciation on
                       
   securities arising during the year
  $ (288 )   $ 101     $ (187 )
Less: reclassification adjustment for
                       
   gains included in net income
    (2 )     1       (1 )
Net unrealized depreciation, securities
  $ (290 )   $ 102     $ (188 )
Net unrealized appreciation,
                       
   derivatives
  $ 4     $ (2 )   $ 2  
Net translation of foreign
                       
   currencies
  $ 1     $ (1 )   $ -  
Minimum pension liability
                       
   adjustment
  $ 20     $ (7 )   $ 13  

Note 15 — Shareholders’ Equity and Dividend Restrictions

State insurance departments and foreign jurisdictions that regulate certain of the Company’s subsidiaries prescribe accounting practices (which differ in some respects from generally accepted accounting principles) to determine statutory net income and surplus.  The Company’s life insurance and HMO company subsidiaries are regulated by such statutory requirements.  The statutory net income for the years ended, and surplus as of, December 31 of the Company’s life insurance and HMO subsidiaries were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Net income
  $ 1,130     $ 1,416     $ 1,093  
Surplus
  $ 3,346     $ 3,260     $ 3,638  
 
As of December 31, 2007, surplus for each of the Company’s life insurance and HMO subsidiaries is sufficient to meet the minimum required by regulators.  The Company’s life insurance and HMO subsidiaries are also subject to regulatory restrictions that limit the amount of annual dividends or other distributions (such as loans or cash advances) insurance companies may extend to the parent company without prior approval of regulatory authorities.  The maximum dividend distribution that the Company’s life insurance and HMO subsidiaries may make during 2008 without prior approval is approximately $1.0 billion.  The amount of net assets of the Company that could not be distributed without prior approval as of December 31, 2007, was approximately $3.6 billion.

Note 16 — Income Taxes

As discussed in Note 2(B), the Company implemented FIN 48 as of January 1, 2007.  As a result, total unrecognized tax benefits at January 1, 2007 were $245 million, including $108 million that would impact net income if recognized.  At December 31, 2007, total unrecognized tax benefits increased to $260 million, including $124 million that would impact net income if recognized.

A reconciliation of the beginning to ending amount of unrecognized tax benefits is as follows:

(In millions)
     
Balance at January 1, 2007
  $ 245  
Decrease due to prior year positions
    (31 )
Increase due to current year positions
    51  
Reduction related to lapse of applicable statute
       
   of limitations
    (5 )
Balance at December 31, 2007
  $ 260  

During 2007, the IRS completed its examination of the Company’s 2003 and 2004 federal income tax returns.  There remain two unresolved issues which will proceed to the appeals level.  The timing for resolution of these matters remains uncertain due to the nature of the appeals process.  The Company, however, anticipates that the appeals process could be completed in the next 12 months, but does not expect this to result in a significant change to the level of unrecognized tax benefits over the next 12 months.

The Company classifies net interest expense on uncertain tax positions and any applicable penalties as a component of income tax expense in Corporate, but excludes these amounts from the disclosed FIN 48 liability.  At January 1, 2007, the Company had $11 million of accrued interest and accrued an additional $6 million through 2007, which was net of an $8 million benefit associated with the completion of an IRS examination.

93

 
Deferred income tax assets and liabilities as of December 31 are shown below.

(In millions)
 
2007
   
2006
 
Deferred tax assets
           
Employee and retiree benefit plans
  $ 546       668  
Investments, net
    26       48  
Other insurance and contractholder liabilities
    267       258  
Deferred gain on sale of business
    89       102  
Policy acquisition expenses
    170       125  
Loss carryforwards
    125       110  
Other accrued liabilities
    88       91  
Bad debt expense
    21       84  
Other
    40       43  
Deferred tax assets before valuation
               
   allowance
    1,372       1,529  
Valuation allowance for deferred tax assets
    (150 )     (174 )
Deferred tax assets, net of valuation
               
   allowance
    1,222       1,355  
Deferred tax liabilities
               
Depreciation and amortization
    202       202  
Unrepatriated foreign income, net
    116       97  
Unrealized appreciation on investments
               
    and foreign currency translation
    110       130  
Total deferred tax liabilities
    428       429  
Net deferred income tax assets
  $ 794     $ 926  

Management believes that consolidated taxable income expected to be generated in the future will be sufficient to realize the Company’s net deferred tax assets of $794 million as of December 31, 2007 and $926 million as of December 31, 2006.  This determination is based on the Company’s earnings history and future expectations.

The Company’s deferred tax asset is net of a federal and state valuation allowance (see table above).  The valuation allowance reflects management’s assessment as to whether certain deferred tax assets will be realizable.  These assessments could be revised in the near term if underlying circumstances change.  The $24 million decrease in the valuation allowance during 2007 relates primarily to the run-off reinsurance operations, and was attributable to the recognition of pretax operating income.  The valuation allowance at December 31, 2007 relates primarily to operating losses, and other deferred tax benefits, in the run-off reinsurance operations.

Federal operating loss carryforwards in the amount of $312 million were available at December 31, 2007.  These operating losses are available to only offset future taxable income of the generating company, and begin to expire in 2022.  The Company has no unused capital losses as of December 31, 2007.

Current income taxes payable included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet was $236 million as of December 31, 2007 and $193 million as of December 31, 2006.

The components of income taxes for the years ended December 31 were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Current taxes
                 
U.S. income
  $ 462     $ 553     $ 73  
Foreign income
    36       25       28  
State income
    13       17       22  
      511       595       123  
Deferred taxes (benefits)
                       
U.S. income
    1       (22 )     401  
Foreign income
    (2 )     (1 )     (11 )
State income
    1       -       4  
      -       (23 )     394  
Total income taxes
  $ 511     $ 572     $ 517  

Total income taxes for the years ended December 31 were different from the amount computed using the nominal federal income tax rate of 35% for the following reasons:

(In millions)
 
2007
   
2006
   
2005
 
Tax expense at nominal rate
  $ 571     $ 606     $ 628  
Tax-exempt interest income
    (32 )     (34 )     (34 )
Dividends received deduction
    (3 )     (6 )     (12 )
Resolution of federal tax matters
    (26 )     -       (84 )
State income tax (net of federal income
                       
   tax benefit)
    10       9       18  
Change in valuation allowance
    (24 )     7       15  
Other
    15       (10 )     (14 )
Total income taxes
  $ 511     $ 572     $ 517  

During 2007, the IRS completed its examination of the Company’s 2003 and 2004 tax years.  As a result, the Company recorded net income of $25 million, primarily attributable to the recognition of previously unrecognized tax benefits, of which:

·  
$23 million is reflected in continuing operations; and
·  
$2 million is associated with the disposition of Lovelace Health Systems, Inc. in 2003, and is reflected in discontinued operations.

During 2005, the Congressional Joint Committee on Taxation approved the Company's refund claim relating to a tax loss incurred from the sale of a business in 1999 and the completion of the IRS audit for 2000-2002.  Pursuant to this approval, the Company recorded total tax related benefits of $437 million consisting of:

·  
$287 million resulting from capital losses realized in connection with the divestiture of the property and casualty insurance operations in 1999, which is included in income from discontinued operations; and
·  
$150 million resulting primarily from the release of tax reserves and valuation allowances.  This  amount consists of:
·  
$88 million reported as income from continuing operations.  This amount includes $4 million of interest income; and
 
94

·  
$62 million related to the divestiture of the Company's Brazilian health care business, which is included in income from discontinued operations.

Review of the 2005 and 2006 tax years commenced in 2007 and is expected to be completed by mid-2009.  The Company conducts business in numerous state and foreign jurisdictions, and may be engaged in various audit proceedings at any given time.  Generally, no further state or foreign audit activity for years prior to 2001 is expected.

In management’s opinion, adequate tax liabilities, including related interest charges should the IRS prevail, have been established to address exposures involving tax positions the Company has taken that may be challenged by the IRS.  These liabilities could be revised in the near term if estimates of the Company's ultimate liability change as a result of new developments or a change in circumstances.

Note 17 — Employee Incentive Plans

The People Resources Committee of the Board of Directors awards stock options, restricted stock and deferred stock to certain employees.  To a very limited extent, the Committee has issued common stock instead of cash compensation and dividend equivalent rights as part of restricted and deferred stock units.  Stock appreciation rights issued with stock options are authorized but have not been issued for several years.  The Company issues shares from Treasury stock for option exercises, awards of restricted stock and payment of deferred and restricted stock units.

All weighted average shares, per share amounts and references to stock compensation data for all periods presented have been adjusted to reflect the three-for-one stock split.  See Note 4 for more information.

Compensation cost and related tax benefits for these awards were as follows:

(In millions)
 
2007
   
2006
   
2005
 
Compensation cost
  $ 37     $ 41     $ 35  
Tax benefits
  $ 13     $ 14     $ 12  

The Company had the following number of shares of common stock available for award at December 31: 31.1 million in 2007, 33.0 million in 2006 and 34.5 million in 2005.

Stock options.   The Company awards options to purchase the Company’s common stock at the market price of the stock on the grant date.  Options vest over periods ranging from one to five years and expire no later than 10 years after the grant date.
 
The table below shows the status of, and changes in, common stock options during the last three years:

(Options in thousands)
 
2007
   
2006
   
2005
 
         
Weighted
         
Weighted
         
Weighted
 
         
Average
         
Average
         
Average
 
   
Options
   
Exercise Price
   
Options
   
Exercise Price
   
Options
   
Exercise Price
 
Outstanding - January 1
    17,955     $ 29.24       26,616     $ 27.50       41,076     $ 25.89  
   Granted
    1,662     $ 46.97       1,656     $ 40.30       2,502     $ 30.05  
   Exercised
    (7,757 )   $ 27.67       (9,249 )   $ 25.90       (14,463 )   $ 23.39  
   Expired or canceled
    (430 )   $ 34.73       (1,068 )   $ 31.80       (2,499 )   $ 27.34  
Outstanding - December 31
    11,430     $ 32.69       17,955     $ 29.24       26,616     $ 27.50  
Options exercisable at year-end
    8,383     $ 29.37       13,839     $ 28.94       19,542     $ 29.80  
 
Compensation expense of $19 million related to unvested stock options at December 31, 2007 will be recognized over the next 2 years (weighted average period).

The table below summarizes information for stock options exercised during the last three years:

(In millions)
 
2007
   
2006
   
2005
 
Intrinsic value of options exercised
  $ 169     $ 136     $ 148  
Cash received for options exercised
  $ 203     $ 212     $ 312  
Excess tax benefits realized from
                       
   options exercised
  $ 39     $ 28     $ 18  
 
The following table summarizes information for outstanding common stock options at December 31, 2007:

(In millions, except options in
 
Options
   
Options
 
thousands)
 
Outstanding
   
Exercisable
 
Number
    11,430       8,383  
Total intrinsic value
  $ 241     $ 204  
Weighted average exercise price
  $ 32.69     $ 29.37  
Weighted average remaining
               
   contractual life (years)
 
5.2 years
   
4 years
 

95


The weighted average fair value of options granted under employee incentive plans was $16.05 for 2007, $14.57 for 2006 and $11.39 for 2005, using the Black-Scholes option-pricing model and the following assumptions:

 
2007
2006
2005
Dividend yield
0.1%
0.1%
0.1%
Expected volatility
35.0%
35.0%
35.0%
Risk-free interest rate
4.7%
4.6%
3.9%
Expected option life
4 years
4.5 years
5.25 years

The expected volatility reflects the Company’s past daily stock price volatility.  The Company does not consider volatility implied in the market prices of traded options to be a good indicator of future volatility because remaining maturities of traded options are less than one year.  In 2007, the expected option life reflects the Company’s historical experience excluding activity related to options granted under a replacement option feature.  Prior to 2007, the Company developed the expected option life by considering certain factors, including assumptions used by other companies with comparable stock option plan features and the Company’s cancellation of a replacement option feature in June 2004.

Restricted stock.   The Company makes restricted stock grants to its employees or directors with vesting periods ranging from 1 to 5 years.  Recipients are entitled to receive dividends and to vote during the vesting period, but forfeit their awards if their employment terminates before the vesting date.
 
The table below shows the status of, and changes in, restricted stock grants during the last three years:

(Grants in thousands)
 
2007
   
2006
   
2005
 
         
Weighted
         
Weighted
         
Weighted
 
         
Average Fair Value
         
Average Fair Value
         
Average Fair Value
 
   
Grants
   
at Grant Date
   
Grants
   
at Grant Date
   
Grants
   
at Grant Date
 
Outstanding - January 1
    2,802     $ 26.72       3,759     $ 21.01       3,858     $ 19.44  
   Granted
    698     $ 47.20       645     $ 40.41       1,011     $ 30.93  
   Vested
    (750 )   $ 19.06       (1,233 )   $ 17.24       (456 )   $ 28.73  
   Forfeited
    (268 )   $ 31.45       (369 )   $ 24.13       (654 )   $ 18.84  
Outstanding - December 31
    2,482     $ 34.28       2,802     $ 26.72       3,759     $ 21.01  
 
The grant date fair value of restricted stock vested was: $14 million in 2007, $21 million in 2006 and $13 million in 2005.

At the end of 2007, approximately 2,400 employees held 2.5 million restricted shares with $40 million of related compensation expense to be recognized over the next 3 years (weighted average period).

Deferred Stock.   In 2003, the Company made deferred stock unit grants with 100% vesting in three to six years, dependent on the Company's consolidated earnings per share during this vesting period.  Upon meeting the stated performance objectives in 2005, the Board of Directors determined that the vesting period for the deferred stock units would be three years.  On vesting in 2006, stock issuance was deferred until January of the year following an employee’s termination from the Company.

Note 18 — Leases, Rentals and Outsourced Service Arrangements

Rental expenses for operating leases, principally for office space, amounted to $114 million in 2007, $104 million in 2006 and $121 million in 2005.  As of December 31, 2007, future net minimum rental payments under non-cancelable operating leases were approximately $430 million, payable as follows (in millions):  $92 in 2008, $81 in 2009, $67 in 2010, $56 in 2011, $42 in 2012 and $92 thereafter.

The Company also has several outsourced service arrangements with third parties, primarily for human resource and information technology support services.  The initial service periods under these arrangements range from 2 to 7 years and they are reported primarily as operating leases under SFAS No. 13, “Accounting for Leases.”  The Company recorded in other operating expense $87 million in 2007 and $24 million in 2006 for these arrangements.

Note 19 — Segment Information

The Company's operating segments generally reflect groups of related products, except for the International segment which is generally based on geography.  In accordance with accounting principles generally accepted in the United States of America, operating segments that do not require separate disclosure may be combined.  The Company measures the financial results of its segments using “segment earnings (loss),” which is defined as income (loss) from continuing operations excluding after-tax realized investment gains and losses.

Beginning in 2007, the Company reports the results of the run-off retirement business in Other Operations.  Prior periods have been restated to conform to this presentation.
 
Consolidated pre-tax income from continuing operations is primarily attributable to domestic operations.  Consolidated pre-tax income from continuing operations generated by the

96

Company's foreign operations was approximately 11% in 2007, and 8% in 2006 and 5% in 2005.
 
The Company determines segment earnings (loss) consistent with the accounting policies for the consolidated financial statements, except that amounts included in Corporate are not allocated to segments.  The Company allocates certain other operating expenses, such as systems and other key corporate overhead expenses, on systematic bases.  Income taxes are generally computed as if each segment were filing a separate income tax return.  The Company does not report total assets by segment since this is not a metric used to evaluate segment performance or allocation of resources.

The Company presents segment information as follows:

Health Care includes medical, dental, behavioral health, prescription drug and other products and services that may be integrated to support consumer-focused health care programs.  This segment also includes group disability and life insurance products that were historically sold in connection with certain experience-rated medical products that continue to be managed within the health care business.

Disability and Life includes group:

·  
disability insurance;
·  
disability and workers’ compensation case management;
·  
life insurance;
·  
accident;  and
·  
specialty insurance.

International includes:
 
·  
life, accident and supplemental health insurance products; and
·  
international health care products and services including those offered to expatriate employees of multinational corporations.
 
Run-off Reinsurance includes accident, workers’ compensation, international life and health, guaranteed minimum death benefit and guaranteed minimum income benefit reinsurance businesses.  The Company stopped underwriting new reinsurance business in 2000.

The Company also reports results in two other categories.

Other Operations consist of:

·  
non-leveraged and leveraged corporate-owned life insurance (COLI);
·  
deferred gains recognized from the 1998 sale of the individual life insurance and annuity business and the 2004 sale of the retirement benefits business; and
·  
run-off settlement annuity business.

Corporate reflects amounts not allocated to segments, such as interest expense on corporate debt and on uncertain tax positions, net investment income on unallocated corporate investments, intersegment eliminations, compensation cost for stock options and certain corporate overhead expenses.
 
Summarized segment financial information for the years ended December 31 was as follows:

(In millions)
 
2007
   
2006
   
2005
 
Health Care
                 
Premiums and fees:
                 
Medical:
                 
   Commercial HMO 2
  $ 2,220     $ 2,744     $ 2,646  
   Open access/Other
                       
      guaranteed cost 3
    1,657       946       463  
   Voluntary/limited benefits
    160       72       -  
   Total guaranteed cost 1
    4,037       3,762       3,109  
   Experience-rated medical 1,4
    1,877       1,760       2,836  
   Dental
    773       776       899  
   Medicare
    349       321       286  
   Medicare Part D 1
    326       215       -  
   Other medical 5
    1,062       929       926  
   Total medical
    8,424       7,763       8,056  
Life and other non-medical
    235       305       399  
   Total premiums
    8,659       8,068       8,455  
Fees 1,6
    2,007       1,762       1,722  
     Total premiums and fees
    10,666       9,830       10,177  
Mail order pharmacy revenues
    1,118       1,145       883  
Other revenues
    250       226       208  
Net investment income
    202       261       275  
Segment revenues
  $ 12,236     $ 11,462     $ 11,543  
Income taxes
  $ 358     $ 353     $ 361  
Segment earnings
  $ 679     $ 653     $ 688  
Disability and Life
                       
Premiums and fees:
                       
   Life
  $ 1,148     $ 1,050     $ 1,106  
   Disability
    942       798     $ 676  
   Other
    284       260     $ 283  
Total
  $ 2,374     $ 2,108     $ 2,065  
Other revenues
    131       161       198  
Net investment income
    276       256       264  
Segment revenues
  $ 2,781     $ 2,525     $ 2,527  
Income taxes
  $ 92     $ 85     $ 92  
Segment earnings
  $ 254     $ 226     $ 227  
1 Premiums and/or fees associated with certain specialty products are also included.
2 Includes premiums of $82 million for 2006 associated with the health care members in Tucson, Arizona (see Medical Membership below).
3 Includes premiums associated with other risk-related products primarily open access products.
4 Includes minimum premium members, who have a risk profile similar to experience-rated funding arrangements.  The risk portion of minimum premium revenue is reported in experience-rated medical premium whereas the self funding portion of minimum premium revenue is recorded in fees.  
5 Other medical premiums include risk revenue for stop-loss and specialty products.
6 Represent administrative service fees for medical members and related specialty product fees for non-medical members as well as fees related to Medicare Part D.


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(In millions)
 
2007
   
2006
   
2005
 
International
                 
Premiums and fees:
                 
   Health Care
  $ 845     $ 702     $ 566  
   Life, Accident and Health
    955     $ 824     $ 677  
Total
  $ 1,800     $ 1,526     $ 1,243  
Other revenues
    7       2       (4 )
Net investment income
    77       79       71  
Segment revenues
  $ 1,884     $ 1,607     $ 1,310  
Income taxes
  $ 96     $ 75     $ 46  
Equity in income (loss)
                       
   of investees
  $ 3     $ -     $ (1 )
Segment earnings
  $ 176     $ 138     $ 109  
Run-off Reinsurance
                       
Premiums and fees and other
                       
   revenues
  $ 13     $ (33 )   $ 44  
Net investment income
    93       95       99  
Segment revenues
  $ 106     $ 62     $ 143  
Income tax benefits
  $ (43 )   $ (4 )   $ (12 )
Segment loss
  $ (11 )   $ (14 )   $ (64 )
Other Operations
                       
Premiums and fees and other
                       
   revenues
  $ 190     $ 215     $ 566  
Net investment income
    437       467       609  
Segment revenues
  $ 627     $ 682     $ 1,175  
Income taxes
  $ 45     $ 45     $ 144  
Segment earnings
  $ 109     $ 106     $ 339  
Corporate
                       
Other revenues and
                       
   eliminations
  $ (55 )   $ (48 )   $ (48 )
Net investment income
    29       37       41  
Segment revenues
  $ (26 )   $ (11 )   $ (7 )
Income tax benefits
  $ (42 )   $ (57 )   $ (118 )
Segment loss
  $ (97 )   $ (95 )   $ (12 )
Realized investment gains
                       
  (losses) from continuing
                       
   operations
                       
Realized investment gains (losses)
                       
   from continuing operations
  $ 15     $ 220     $ (7 )
Income taxes
    5       75       4  
Realized investment gains (losses)
                       
   from continuing operations,
                       
   net of taxes
  $ 10     $ 145     $ (11 )
Total
                       
Premiums and fees and other
                       
   revenues
  $ 15,376     $ 13,987     $ 14,449  
Mail order pharmacy revenues
    1,118       1,145       883  
Net investment income
    1,114       1,195       1,359  
Realized investment gains (losses)
                       
   from continuing operations
    15       220       (7 )
Total revenues
  $ 17,623     $ 16,547     $ 16,684  
Income taxes
  $ 511     $ 572     $ 517  
Segment earnings
  $ 1,110     $ 1,014     $ 1,287  
Realized investment gains (losses)
                       
   from continuing operations,
                       
   net of taxes
    10       145       (11 )
Income from continuing
                       
   operations
  $ 1,120     $ 1,159     $ 1,276  

Premiums and fees, mail order pharmacy revenues and other revenues by product type were as follows for the years ended December 31:

(In millions)
 
2007
   
2006
   
2005
 
Medical
  $ 11,276     $ 10,227     $ 10,344  
Disability
    945       798       709  
Life, Accident and Health
    2,619       2,439       2,432  
Mail order pharmacy
    1,118       1,145       883  
Other
    536       523       964  
Total
  $ 16,494     $ 15,132     $ 15,332  

Note 20 — Contingencies

The Company, through its subsidiaries, is contingently liable for various financial guarantees provided in the ordinary course of business.

A.
Financial Guarantees Primarily Associated with the Sold Retirement Benefits Business

Separate account assets are contractholder funds maintained in accounts with specific investment objectives.  The Company records separate account liabilities equal to separate account assets.  In certain cases primarily associated with the sold retirement benefits business (which was sold in April 2004), the Company guarantees a minimum level of benefits for retirement and insurance contracts written in separate accounts.  The Company establishes an additional liability if management believes that the Company will be required to make a payment under these guarantees.

The Company guarantees that separate account assets will be sufficient to pay certain retiree or life benefits.  The sponsoring employers are primarily responsible for ensuring that assets are sufficient to pay these benefits and are required to maintain assets that exceed a certain percentage of benefit obligations.  This percentage varies depending on the asset class within a sponsoring employer’s portfolio (for example, a bond fund would require a lower percentage than a riskier equity fund) and thus will vary as the composition of the portfolio changes.  If employers do not maintain the required levels of separate account assets, the Company or an affiliate of the buyer has the right to redirect the management of the related assets to provide for benefit payments.  As of December 31, 2007, employers maintained assets that exceeded the benefit obligations.  Benefit obligations under these arrangements were $1.8 billion as of December 31, 2007.  As of December 31, 2007 approximately 75% of these guarantees are reinsured by an affiliate of the buyer of the retirement benefits business.  The remaining guarantees were provided by the Company with minimal reinsurance from third parties.  There were no additional liabilities required for these guarantees as of December 31, 2007.

98


B.
Guaranteed Minimum Income Benefit Contracts

The Company's reinsurance operations, which were discontinued in 2000 and are now an inactive business in run-off mode, reinsured minimum income benefits under certain variable annuities issued by other insurance companies.  A contractholder can elect the guaranteed minimum income benefit within 30 days of any eligible policy anniversary after a specified contractual waiting period.  The Company's exposure arises when the guaranteed annuitization benefit exceeds the annuitization benefit based on the policy's current account value.  At the time of annuitization, the Company pays the excess (if any) of the guaranteed benefit over the benefit based on the current account value in a lump sum to the direct writing company.

In periods of declining equity markets and declining interest rates, the Company’s liabilities for guaranteed minimum income benefits increase.  Conversely, in periods of rising equity markets and rising interest rates, the Company’s liabilities for these benefits decrease.

The Company estimates the fair value of the assets and liabilities associated with these contracts using assumptions as to market returns and volatility of the underlying equity and bond mutual fund investments, interest rates, mortality, lapse, annuity election rates, and retrocessional credit risk.

Annuitants have only recently been able to elect to receive these minimum income benefits due to the expiration of a contractual waiting period.  The Company has been monitoring annuity election rate experience and, during 2007, increased its assumption related to annuity election rates resulting in a charge (net of reinsurance) of $75 million pre-tax.  Also during 2007, the Company completed a review of lapse experience for these contracts.  As a result of the review, the Company decreased its lapse assumption resulting in a charge (net of reinsurance) of $11 million pre-tax; because fewer annuitants are expected to lapse coverage, the Company's expected claims increase.  In combination, the Company recognized in 2007 a total charge of $56 million after-tax ($86 million pre-tax) for these changes in long-term assumptions.

The Company regularly evaluates each of the assumptions used in establishing these assets and liabilities by monitoring actual experience as it emerges over time and may change its estimates if actual experience or other evidence suggests that assumptions should be revised.  If actual experience differs from the assumptions used in estimating these assets and liabilities, the resulting change could have a material adverse effect on the Company’s consolidated results of operations, and in certain situations, could have a material adverse effect on the Company’s financial condition.

The following provides information about the assumptions used in calculating the assets and liabilities for guaranteed minimum income benefits:

·  
These liabilities represent estimates of the present value of net amounts expected to be paid, less the present value of net future premiums expected to be received.  Included in net amounts expected to be paid is the excess of the expected value of the income benefits over the values of the annuitant’s accounts at the time of annuitization.  The assets associated with these contracts represent receivables in connection with reinsurance that the Company has purchased two external reinsurers (see below).
·  
The gross market return assumption is 8-11% varying by equity fund type; 6-7% varying by bond fund type; and 5-6% for money market funds, reduced by fund fees ranging 2-3% across all funds.
·  
The volatility assumption is 14-23% varying by equity fund type; 5-7% varying by bond fund type; and 2-3% for money market funds.
·  
The discount rate is 5.75%.
·  
The projected interest rate used to calculate the reinsured income benefits at the time of annuitization varies by economic scenario, reflects interest rates as of the valuation date, and has a long-term mean rate of 5-6% and a standard deviation of 12-13%.
·  
The mortality assumption is 70% of the 1994 Group Annuity Mortality table, with 1% annual improvement beginning January 1, 2000.
·  
The lapse rate assumption varies by contract from 2% to 17% and depends on the time since contract issue, the relative value of the guarantee and the differing experience by issuing company of the underlying variable annuity contracts.
·  
The annuity election rate assumption varies by contract and depends on the annuitant’s age, the relative value of the guarantee, and the differing experience by issuing company of the underlying variable annuity contracts.  Immediately after the expiration of the waiting period, the assumed probability that an individual will annuitize their variable annuity contract ranges from 0% to 80%.  For the second opportunity to elect the benefit, the assumed probability of election ranges from 0% to 45%.  For each subsequent opportunity to elect the benefit, the assumed probability of election ranges from 0% to 25%.  With respect to the second and subsequent election opportunities, actual experience data is just beginning to emerge and management’s estimates are based on this limited data.

The Company will implement SFAS No. 157 on January 1, 2008.  The assumptions described above will be updated to reflect a market-based view of exit price.  See Note 2(B) for further information.

As of December 31, 2007, the Company had net liabilities of $313 million related to these contracts and net amounts recoverable from two external reinsurers of $197 million.  The Company had an additional liability of $24 million associated with the future cost of reinsurance as of December 31, 2007.  As of December 31, 2006, the Company had liabilities of $88 million related to these contracts and net amounts recoverable from two external reinsurers of $46 million.  The Company
 
99

also had an additional liability of $47 million associated with the future cost of reinsurance as of December 31, 2006.  Management believes the current assumptions used to estimate reserves for these liabilities are appropriate.

The Company is required to disclose the maximum potential undiscounted future payments for guarantees related to minimum income benefits.  Under these guarantees, the future payment amounts are dependent on the equity and bond markets and interest rate levels prior to and at the date of annuitization election, which must occur within 30 days of a policy anniversary, after the appropriate waiting period.  Therefore, the future payments are not fixed and determinable under the terms of the contract.  Accordingly, the Company has estimated the maximum potential undiscounted future payments using hypothetical adverse assumptions, defined as follows:

·  
No annuitants surrendered their accounts; and
·  
All annuitants lived to elect their benefit; and
·  
All annuitants elected to receive their benefit on the next available date (2008 through 2014); and
·  
All underlying mutual fund investment values remained at the December 31, 2007 value of $2.6 billion, with no future returns.

The maximum potential undiscounted payments that the Company would make under those assumptions would aggregate $881 million before reinsurance recoveries.  The Company expects the amount of actual payments to be significantly less than this hypothetical undiscounted aggregate amount.  The Company has retrocessional coverage in place from two external reinsurers which covers 55% of the exposures on these contracts.  The Company bears the risk of loss if its retrocessionaires do not meet their reinsurance obligations to the Company.

C.
Certain Other Financial Guarantees

The Company had indemnification obligations to lenders of up to $207 million as of December 31, 2007 related to borrowings by certain real estate joint ventures which the Company either records as an investment or consolidates.  These borrowings, which are nonrecourse to the Company, are secured by the joint ventures’ real estate properties with fair values in excess of the loan amounts and mature at various dates from 2008 to 2017.  The Company’s indemnification obligations would require payment to lenders for any actual damages resulting from certain acts such as unauthorized ownership transfers, misappropriation of rental payments by others or environmental damages.  Based on initial and ongoing reviews of property management and operations, the Company does not expect that payments will be required under these indemnification obligations.  Any payments that might be required could be recovered through a refinancing or sale of the assets.  In some cases, the Company also has recourse to partners for their proportionate share of amounts paid.  There were no liabilities required for these indemnification obligations as of December 31, 2007.

As of December 31, 2007 the Company guaranteed that it would compensate the lessors for a shortfall of up to $44 million in the market value of certain leased equipment at the end of the lease.  Guarantees of $28 million expire in 2012 and $16 million expire in 2016.  The Company had no additional liabilities for these guarantees as of December 31, 2007.

The Company had indemnification obligations as of December 31, 2007, in connection with acquisition and disposition transactions.  These indemnification obligations are triggered by the breach of representations or covenants provided by the Company, such as representations for the presentation of consolidated financial statements, the filing of tax returns, compliance with law or the identification of outstanding litigation.  These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation.  In some cases, the maximum potential amount due is subject to contractual limitations based on a percentage of the transaction purchase price, while in other cases limitations are not specified or applicable.  The Company does not believe that it is possible to determine the maximum potential amount due under these obligations, since not all amounts due under these indemnification obligations are subject to limitation.  There were no liabilities required for these indemnification obligations as of December 31, 2007.

The Company does not expect that these guarantees will have a material adverse effect on the Company’s consolidated results of operations, liquidity or financial condition.

D.
Regulatory and Industry Developments

Employee benefits regulation.   The business of administering and insuring employee benefit programs, particularly health care programs, is heavily regulated by federal and state laws and administrative agencies, such as state departments of insurance and the federal Departments of Labor and Justice, as well as the courts .  Regulation and judicial decisions have resulted in changes to industry and the Company’s business practices and will continue to do so in the future.  In addition, the Company’s subsidiaries are routinely involved with various claims, lawsuits and regulatory and IRS audits and investigations that could result in financial liability, changes in business practices, or both.  Health care regulation in its various forms could have an adverse effect on the Company’s health care operations if it inhibits the Company’s ability to respond to market demands or results in increased medical or administrative costs without improving the quality of care or services.

Other possible regulatory and legislative changes or judicial decisions that could have an adverse effect on the Company’s employee benefits businesses include:

·  
additional mandated benefits or services that increase costs;
·  
legislation that would grant plan participants broader rights to sue their health plans;
·  
changes in public policy and in the political environment,
 
100

  which could affect state and federal law, including legislative and regulatory proposals related to health care issues, which could increase cost and affect the market for the Company’s health care products and services; and pension legislation, which could increase pension cost;
·  
changes in ERISA regulations resulting in increased administrative burdens and costs;
·  
additional restrictions on the use of prescription drug formularies and rulings from pending purported class action litigation, which could result in adjustments to or the elimination of the average wholesale price or “AWP” of pharmaceutical products as a benchmark in establishing certain rates, charges, discounts, guarantees and fees for various prescription drugs;
·  
additional privacy legislation and regulations that interfere with the proper use of medical information for research, coordination of medical care and disease and disability management;
·  
additional variations among state laws mandating the time periods and administrative processes for payment of health care provider claims;
·  
legislation that would exempt independent physicians from antitrust laws; and
·  
changes in federal tax laws, such as amendments that could affect the taxation of employer provided benefits.

The employee benefits industry remains under scrutiny by various state and federal government agencies and could be subject to government efforts to bring criminal actions in circumstances that could previously have given rise only to civil or administrative proceedings.

Insurance-related assessments.   Many states maintain funds to pay for the operating expenses of insurance regulatory agencies and pay the obligations of insolvent insurance companies.  Regulators finance these funds by imposing assessments against insurance companies operating in the state.  In some states, insurance companies can recover a portion of these assessments through reduced premium taxes.
As of December 31, 2007, the Company’s insurance and HMO subsidiaries have recorded $17 million in liabilities and $10 million in assets for insolvency fund and other insurance-related assessments.

Concentration of risk.   South Korea represents the single largest geographic market for the Company’s international businesses.  In 2007, South Korea generated 31% of International’s revenues and 41% of its segment earnings.  The Company’s International business in South Korea could be vulnerable to adverse consumer credit conditions and geopolitical and economic conditions in that country, which could have a significant impact on the Company’s consolidated results.
 
E.
Litigation and Other Legal Matters

The Company is routinely involved in numerous claims, lawsuits, regulatory and IRS examinations, investigations and other legal matters arising, for the most part, in the ordinary course of the business of administering and insuring employee benefit programs.  An increasing number of claims are being made for substantial non-economic, extra-contractual or punitive damages.  The outcome of litigation and other legal matters is always uncertain, and outcomes that are not justified by the evidence can occur.  The Company believes that it has valid defenses to the legal matters pending against it and is defending itself vigorously.  Nevertheless, it is possible that resolution of one or more of the legal matters currently pending or threatened could result in losses material to the Company’s consolidated results of operations, liquidity or financial condition.

Managed care litigation.   On April 7, 2000, several pending actions were consolidated in the United States District Court for the Southern District of Florida in a multi-district litigation proceeding captioned In re Managed Care Litigation .  The consolidated cases include Shane v. Humana, Inc., et al. (The Company’s subsidiaries added as defendants in August 2000), Mangieri v. CIGNA Corporation (filed December 7, 1999 in the United States District Court for the Northern District of Alabama), Kaiser and Corrigan v. CIGNA Corporation, et al. (class of health care providers certified on March 29, 2001) and Amer. Dental Ass’n v. CIGNA Corp. et. al. (a putative class of dental providers).

In 2004, the Court approved a settlement agreement between the physician class and the Company.  A dispute over disallowed claims under the settlement submitted by a representative of certain class member physicians is proceeding to arbitration.  Separately, in April 2005, the Court approved a settlement between the Company and a class of non-physician health care providers.  Only the Amer. Dental Ass’n case remains unresolved.  The Company’s motion to dismiss the case is pending.

In the fourth quarter of 2006, pursuant to a settlement, the Company received a $22 million pre-tax ($14 million after-tax) insurance recovery related to this litigation.  In the first quarter of 2007, the Company received an additional $5 million pre-tax ($3 million after-tax) insurance recovery related to this litigation.  The Company is pursuing recovery from two additional insurers.

Broker compensation.   Beginning in 2004, the Company, other insurance companies and certain insurance brokers received subpoenas and inquiries from various regulators, including the New York and Connecticut Attorneys General and the Florida Office of Insurance Regulation relating to their investigations of insurance broker compensation.  The Company received a subpoena from the U.S. Attorney’s Office for the Southern District of California in October 2005 and the San Diego District Attorney in March 2006 and has provided information to them about a broker, Universal Life Resources (ULR).  On June 6, 2007, the Company received a
 
101

letter from the San Diego District Attorney, detailing its potential claims and penalties against the Company subsidiaries, and outlining potential civil litigation.  The Company denies the allegations and will vigorously defend itself in the event of litigation.  In addition, in January 2006, the Company received a subpoena from the U.S. Department of Labor and is providing information to that Office about another broker.  The Company is cooperating with the inquiries and investigations.

On November 18, 2004, The People of the State of California by and through John Garamendi, Insurance Commissioner of the State of California v. Universal Life Resources, et al . was filed in the Superior Court of the State of California for the County of San Diego alleging that defendants (including the Company and several other insurance holding companies) failed to disclose compensation paid to ULR and that, in return for the compensation, ULR steered clients to defendants.  The plaintiff sought injunctive relief only.  On July 9, 2007, the parties to this lawsuit entered into a non-monetary settlement in which some of the Company’s subsidiaries agreed to maintain certain disclosure practices regarding contingent compensation.  This settlement does not resolve the regulator’s claim for recovery of attorneys’ fees and costs.

On August 1, 2005, two of the Company’s subsidiaries, Connecticut General Life Insurance Company and Life Insurance Company of North America, were named as defendants in a consolidated amended complaint captioned In re Insurance Brokerage Antitrust Litigation , a multi-district litigation proceeding consolidated in the United States District Court for the District of New Jersey.  The complaint alleges that brokers and insurers conspired to hide commissions, increasing the cost of employee benefit plans, and seeks treble damages and injunctive relief.  Numerous insurance brokers and other insurance companies are named as defendants.

The court permitted plaintiffs to file an amended complaint, which plaintiffs did on May 22, 2007.  The defendants filed a motion to dismiss the federal antitrust, RICO and state law claims and a motion to dismiss and for summary judgment regarding the ERISA fiduciary claims.  On August 31, 2007, the court granted the defendants’ motion to dismiss the federal antitrust claims.  On September 28, 2007, the court granted the defendants’ motion to dismiss plaintiffs’ RICO claims.  On January 14, 2008, the court granted summary judgment in favor of defendants as to plaintiffs’ ERISA claims.
 
On February 13, 2008, the court entered an order dismissing plaintiffs' state law claims and the complaint in its entirety.  The court ordered the clerk to enter judgment against plaintiffs and in favor of the defendants.  Plaintiffs have filed a notice of appeal.  The Company denies the allegations and will continue to vigorously defend itself.

Amara cash balance pension plan litigation.  On December 18, 2001, Janice Amara filed a purported class action lawsuit, now captioned Janice C. Amara, Gisela R. Broderick, Annette S. Glanz, individually and on behalf of all others similarly situated v. CIGNA Corporation and CIGNA Pension Plan, in the United States District Court for the District of Connecticut against CIGNA Corporation and the CIGNA Pension Plan on behalf of herself and other similarly situated participants in the CIGNA Pension Plan affected by the 1998 conversion to a cash balance formula.  The plaintiffs allege various ERISA violations including, among other things, that the Plan’s cash balance formula discriminates against older employees; the conversion resulted in a wear away period (during which the pre-conversion accrued benefit exceeded the post-conversion benefit); and these conditions are not adequately disclosed in the Plan.  The plaintiffs were granted class certification on December 20, 2002, and seek equitable relief.  A non-jury trial began on September 11-15, 2006.  Due to the court’s schedule, the proceedings were adjourned and the trial was completed on January 25, 2007.  On February 15, 2008, the court issued a decision finding in favor of CIGNA Corporation and the CIGNA Pension Plan on the age discrimination and wear away claims and finding in favor of the plaintiffs on many aspects of the disclosure claims.  The court has ordered the parties to file simultaneous briefs on March 17, 2008 regarding the relief, if any, to be awarded to the plaintiffs on the claims on which the plaintiffs prevailed, and to file responsive briefs on March 31, 2008.  The Company will continue to vigorously defend itself in this case.

Boon Insurance Agency .   On February 14, 2007, the Boon Insurance Agency and an affiliated company filed a complaint in Texas state court against two CIGNA subsidiaries and a co-defendant alleging breach of contract and fraudulent inducement in regard to several agreements with plaintiffs in connection with the marketing, production and servicing of voluntary health insurance policies.  Plaintiffs seek compensatory damages, punitive damages and declaratory relief against the Company.  Discovery is ongoing, and is scheduled to be completed by June 23, 2008.  The case is set for jury trial on September 22, 2008.  The Company denies the allegations and will vigorously defend itself in this case.
 
Run-off reinsurance litigation.   In connection with the Company’s run-off reinsurance operations described in Note 8, the Company purchased extensive retrocessional reinsurance for its Unicover contracts and also for some other segments of its non-Unicover business.  During 2007, CIGNA entered into a settlement that resolved the appeal of an adverse court award in a retrocessional enforcement arbitration.  That appeal, captioned CIGNA EUROPE INSURANCE COMPANY SA-NV v. John Hancock Life Insurance Company, was pending in the High Court of Justice, Queen’s Bench Division, Commercial Court and the case was dismissed in the fourth quarter of 2007.  Other disputes concerning retrocessional contracts have been substantially resolved or settled.
 

 
102

 

Report of Independent Registered Public Accounting Firm
 

PRICE WATERHOUSE COOPERS

 
To the Board of Directors
and Shareholders of CIGNA Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income and changes in shareholders' equity and cash flows present fairly, in all material respects, the financial position of CIGNA Corporation and its subsidiaries ("the Company") at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007   in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2008


 
103

 

Quarterly Financial Data   (unaudited)

The following unaudited quarterly financial data is presented on a consolidated basis for each of the years ended December 31, 2007 and 2006.  Quarterly financial results necessarily rely heavily on estimates.  This and certain other factors, such as the seasonal nature of portions of the insurance business, suggest the need to exercise caution in drawing specific conclusions from quarterly consolidated results.

(In millions, except per share amounts)
       
Three Months Ended
       
   
March 31
   
June 30
   
Sept. 30
   
Dec. 31
 
Consolidated Results
                       
2007
                       
Total revenues
  $ 4,374     $ 4,381     $ 4,413     $ 4,455  
Income from continuing operations before income taxes
    413       328       502       388  
Net income
    289    
198
2       365 3     263  
Net income per share 1 :
                               
   Basic
    1.00       0.70       1.30       0.95  
   Diluted
    0.98       0.68       1.28       0.93  
2006
                               
Total revenues
  $ 4,107     $ 4,098     $ 4,137     $ 4,205  
Income from continuing operations before income taxes
    528       408       446       349  
Net income
    352       273       298       232 4
Net income per share 1 :
                               
   Basic
    0.98       0.79       0.93       0.77  
   Diluted
    0.96       0.78       0.92       0.76  
Stock and Dividend Data 1
                               
2007
                               
Price range of common stock
— high
  $ 49.11     $ 56.87     $ 54.70     $ 56.89  
 
— low
  $ 42.33     $ 47.63     $ 43.65     $ 48.21  
Dividends declared per common share
  $ 0.008     $ 0.010     $ 0.010     $ 0.010  
2006
                               
Price range of common stock
— high
  $ 44.59     $ 44.37     $ 39.83     $ 44.21  
 
— low
  $ 36.53     $ 29.35     $ 30.35     $ 38.07  
Dividends declared per common share
  $ 0.008     $ 0.008     $ 0.008     $ 0.008  

(1)  
All weighted average shares and per share amounts for all periods presented have been adjusted to reflect the three-for-one stock split effective June 4, 2007 (see Note 4 to the Financial Statements).
(2)  
The second quarter of 2007 includes an after-tax charge of $56 million related to the guaranteed minimum income benefit reserve.
(3)  
The third quarter of 2007 includes an after-tax benefit of $23 million related to an IRS settlement.
(4)  
The fourth quarter of 2006 includes an after-tax charge of $25 million related to the settlement of the shareholder class action litigation and an after-tax charge of $23 million related to the Company's expense reduction initiatives.


 
104

 
105

Item 9 .   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
None.

Item 9A .   CONTROLS AND PROCEDURES

A.    Disclosure Controls and Procedures

Based on an evaluation of the effectiveness of CIGNA’s disclosure controls and procedures conducted under the supervision and with the participation of CIGNA's management, CIGNA’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, CIGNA’s disclosure controls and procedures are effective to ensure that information required to be disclosed by CIGNA in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

B.    Internal Control Over Financial Reporting

Management's Annual Report on Internal Control over Financial Reporting

The Company’s management report on internal control over financial reporting under the caption “Management’s Annual Report on Internal Control over Financial Reporting” on page 66 in this Form 10-K.

Attestation Report of the Registered Public Accounting Firm

The attestation report of CIGNA’s independent registered public accounting firm, on the effectiveness of CIGNA’s internal control over financial reporting appears under the caption “Report of Independent Registered Public Accounting Firm” on page 103 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in CIGNA’s internal control over financial reporting identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, CIGNA’s internal control over financial reporting.

Item 9B .   OTHER INFORMATION

None.
 
PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

A .     Directors of the Registrant

The information under the captions “The Board of Directors’ Nominees for Terms to Expire in April 2011,” “Directors Who Will Continue in Office,”  “Board of Directors and Committee Meetings, Membership, Attendance and Independence” (as it relates to Audit Committee disclosure), and “Section 16(a) Beneficial Ownership Reporting Compliance” in CIGNA’s proxy statement to be dated on or about March 20, 2008 is incorporated by reference.

B .    Executive Officers of the Registrant

See PART I – “Executive Officers of the Registrant on page 37 in this Form 10-K.”
 
C .
Code of Ethics and Other Corporate Governance Disclosures

CIGNA’s Code of Ethics and Compliance is the Company’s code of business conduct and ethics, and applies to CIGNA’s directors, officers (including the chief executive officer, chief financial officer and chief accounting officer) and employees.  The Code of Ethics and Compliance policies are posted on the Corporate Governance section found on the “About Us” page of the Company’s website, www.cigna.com.  In the event the Company substantively amends its Code of Ethics and Compliance or waives a provision of the Code, CIGNA intends to disclose the amendment or waiver on the Corporate Governance section of the Company’s website.

In addition, the Company’s corporate governance guidelines (Board Practices) and the charters of its board committees (audit, corporate governance, executive, finance and people resources) are available on the Corporate Governance section of the Company’s website.  These corporate governance documents, as well as the Code of Ethics and Compliance policies, are available in print to any shareholder who requests them.

Item 11 .   EXECUTIVE COMPENSATION

The information under the captions “Director Compensation,” “Report of the People Resources Committee,” “Compensation Discussion and Analysis” and “Executive Compensation” in CIGNA’s proxy statement to be dated on or about March 20, 2008 is incorporated by reference.
 
 
 
106


 
Item 12 .   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding CIGNA’s equity compensation plans as of December 31, 2007:
 
   
(a)
 
(b)
 
(c)
 
Plan Category
     
Securities To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights
 
Weighted Average
Exercise Price Of
Outstanding Options,
Warrants And Rights
 
Securities Remaining
Available For Future
Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected In Column (a))
 
Equity Compensation Plans Approved by Security Holders
   
11,405,264
     
$32.70
     
31,053,726
   
Equity Compensation Plans Not Approved by Security Holders (1)
   
24,530
     
$26.33
     
0
   
Total
   
11,429,794
     
$32.69
     
31,053,726
   

(1)
Consists   of the CIGNA-Healthsource Stock Plan of 1997 discussed below under “Description of the Equity Compensation Plan Not Approved by Security Holders .”
 
Description of the Equity Compensation Plan Not Approved by Security Holders . The CIGNA-Healthsource Stock Plan of 1997 was adopted by CIGNA’s Board of Directors in 1997 in connection with the acquisition of Healthsource, Inc.  The plan provided for CIGNA stock option grants to replace prior Healthsource stock option grants as well as new incentive compensation grants to Healthsource employees after the acquisition.  The plan had terms similar to those included in other CIGNA equity compensation plans existing at the time but provided only for the grant of stock options and restricted stock.  No grants were made under the plan after 1999.
 
The information under the captions “Stock held by Directors, Nominees and Executive Officers” and “Largest Security Holders” in CIGNA’s proxy statement to be dated on or about March 20, 2008 is incorporated by reference.
 
Item 13 .   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information under the caption “Certain Transactions” in CIGNA’s proxy statement to be dated on or about March 20, 2008 is incorporated by reference.
 
Item 14 .  PRINCIPAL ACCOUNTING FEES AND SERVICES

The information under the captions “Policy for the Pre-Approval of Audit and Non-Audit Services” and “Fees to Independent Registered Public Accounting Firm” in CIGNA’s proxy statement to be dated on or about March 20, 2008 is incorporated by reference.
 
PART IV

Item 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)
(1) The following Financial Statements appear on pages 67 through 103:
 
Consolidated Statements of Income for the years ended December 31, 2007, 2006 and 2005.
 
Consolidated Balance Sheets as of December 31, 2007 and 2006.
 
Consolidated Statements of Comprehensive Income and Changes in Shareholders’ Equity for the years ended December 31, 2007, 2006 and 2005.
 
Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005.
 
Notes to the Financial Statements.
 
Report of Independent Registered Public Accounting Firm.

 
(2) The financial statement schedules are listed in the Index to Financial Statement Schedules on page FS-1.

 
(3) The exhibits are listed in the Index to Exhibits beginning on page E-1.




 
107

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 28, 2008

  CIGNA CORPORATION
     
  By:
/s/ Michael W. Bell
   
Michael W. Bell
   
Executive Vice President and
   
Chief Financial Officer
   
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Principal Executive Officer :
Directors :*
   
H. Edward Hanway*
Robert H. Campbell
Chairman, Chief Executive Officer
Isaiah Harris, Jr.
and a Director
Jane E. Henney, M.D.
 
Peter N. Larson
 
Roman Martinez IV
 
James E. Rogers
 
Harold A. Wagner
 
Eric C. Wiseman
 
Carol Cox Wait
 
Donna F. Zarcone
 
William D. Zollars

Principal Accounting Officer:

/s/ Annmarie T. Hagan
Annmarie T. Hagan
Vice President and
Chief Accounting Officer
Date:  February 28, 2008
 
*By:
/s/ Nicole S. Jones
   
Nicole S. Jones
   
Attorney-in-Fact
   
Date:  February 28, 2008



 
 
108

 


CIGNA CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENT SCHEDULES


     
PAGE
FS- 2
       
Schedules
 
   
   
FS- 3
   
   
(Registrant)                                                                                                                 
FS- 4
 
Supplementary Insurance Information                                                                                                                 
FS- 10
 
Reinsurance                                                                                                               
FS- 12
 
Valuation and Qualifying Accounts and Reserves                                                                                                                 
FS- 13

Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.


 
  FS-1

 

Report of Independent Registered Public Accounting Firm on
Financial Statement Schedules



To the Board of Directors
of CIGNA Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 28, 2008 appearing on page 103 of this Annual Report on Form 10-K also included an audit of the financial statement schedules listed in Item 15(a)(2) of this Form 10-K.  In our opinion, these financial statement schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2008



 
FS-2

 

CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE I
SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN RELATED PARTIES
DECEMBER 31, 2007
(In millions)

               
Amount at
 
               
which shown in
 
         
Fair
   
the consolidated
 
Type of Investment
 
Cost
   
Value
   
balance sheet
 
                   
Fixed maturities:
                 
   Bonds:
                 
      United States government and government
                 
          agencies and authorities
  $ 346     $ 628     $ 628  
      States, municipalities and political subdivisions     2,362       2,489       2,489  
      Foreign governments
    868       882       882  
      Public utilities
    804       836       836  
     All other corporate bonds
    6,342       6,541       6,541  
Asset backed securities:
                       
     Other mortgage-backed
    216       221       221  
     Other asset-backed
    429       442       442  
     Redeemable preferred stocks
    42       42       42  
            Total fixed maturities
  $ 11,409     $ 12,081     $ 12,081  
                         
Equity securities:
                       
   Common stocks:
                       
      Industrial, miscellaneous and all other
  $ 9     $ 17     $ 17  
      Public utilities
    1       1       1  
      Non redeemable preferred stocks
    117       114       114  
            Total equity securities
  $ 127     $ 132     $ 132  
                         
Commercial mortgage loans on real estate
  $ 3,277             $ 3,277  
Policy loans
    1,450               1,450  
Real estate investments
    49               49  
Other long-term investments
    472               520  
Short-term investments
    21               21  
                         
            Total investments
  $ 16,805             $ 17,530  


 
FS-3

 

CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)
STATEMENTS OF INCOME
(In millions)

   
For the year ended
 
   
December 31,
 
   
2007
   
2006
   
2005
 
                   
Other revenues
  $ 1     $ 2     $ 7  
   Total revenues
  $ 1     $ 2     $ 7  
                         
Operating expenses:
                       
   Interest
    116       101       105  
   Intercompany interest
    325       277       162  
   Other
    49       90       71  
      Total operating expenses
    490       468       338  
Loss before income taxes
    (489 )     (466 )     (331 )
Income tax benefit
    (164 )     (166 )     (126 )
Loss of parent company
    (325 )     (300 )     (205 )
Equity in income of subsidiaries from
                       
   continuing operations
    1,445       1,459       1,481  
Income from continuing operations
    1,120       1,159       1,276  
Income (loss) from discontinued operations, net of taxes
    (5 )     (4 )     349  
Net income
  $ 1,115     $ 1,155     $ 1,625  


See Notes to Condensed Financial Statements on pages FS–7 and FS–8.


 
FS-4

 

CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)
BALANCE SHEETS
(In millions)

         
As of December 31,
 
         
2007
         
2006
 
                         
Assets:
                       
    Cash and cash equivalents
        $    -           $ 13  
    Investments in subsidiaries
          12,581             12,219  
    Other assets
          293             538  
      Total assets
        $ 12,874           $ 12,770  
                             
                             
Liabilities:
                           
    Intercompany
        $ 5,514           $ 5,785  
    Current portion of long-term debt
          -             376  
    Long-term debt
          1,698             1,198  
    Other liabilities
          914             1,081  
       Total liabilities
          8,126             8,440  
                             
                             
Shareholders' Equity:
                           
   Common stock (shares issued, 351; 160)
          88             40  
   Additional paid in capital
          2,474             2,451  
   Net unrealized appreciation — fixed maturities
  $ 140             $ 187          
   Net unrealized appreciation — equity securities
    7               22          
   Net unrealized depreciation — derivatives
    (19 )             (15 )        
   Net translation of foreign currencies
    61               33          
   Postretirement benefits liability adjustment
    (138 )             (396 )        
       Accumulated other comprehensive income (loss)
            51               (169 )
   Retained earnings
            7,113               6,177  
   Less treasury stock, at cost
            (4,978 )             (4,169 )
      Total shareholders' equity
            4,748               4,330  
      Total liabilities and shareholders' equity
          $ 12,874             $ 12,770  


See Notes to Condensed Financial Statements on pages FS–7 and FS–8.


 
FS-5

 

CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)
STATEMENTS OF CASH FLOWS
(In millions)

   
For the year ended
December 31,
 
   
2007
   
2006
   
2005
 
                   
Cash Flows from Operating Activities:
                 
Net Income
  $ 1,115     $ 1,155     $ 1,625  
Adjustments to reconcile net income
                       
    to net cash provided by operating activities:
                       
       Equity in income of subsidiaries
    (1,445 )     (1,459 )     (1,481 )
       (Income) loss from discontinued operations
    5       4       (349 )
       Dividends received from subsidiaries
    1,026       1,745       1,306  
       Other liabilities
    87       347       (290 )
       Cash provided by operating activities of discontinued operations
    -       -       222  
       Other, net
    275       (172 )     (68 )
       Net cash provided by operating activities
    1,063       1,620       965  
                         
Cash Flows from Investing Activities:
                       
Other, net
    21       (15 )     (9 )
      Net cash provided by (used in) investing activities
    21       (15 )     (9 )
                         
Cash Flows from Financing Activities:
                       
Net change in intercompany debt
    (271 )     787       327  
Net proceeds on issuance of long-term debt
    498       246       -  
Repayment of long-term debt
    (376 )     (100 )     -  
Issuance of common stock
    248       251       346  
Common dividends paid
    (11 )     (12 )     (13 )
Repurchase of common stock
    (1,185 )     (2,765 )     (1,618 )
      Net cash used in financing activities
    (1,097 )     (1,593 )     (958 )
Net increase (decrease) in cash and cash equivalents
    (13 )     12       (2 )
Cash and cash equivalents, beginning of year
    13       1       3  
Cash and cash equivalents, end of year
  $ -     $ 13     $ 1  


 
See Notes to Condensed Financial Statements on pages FS–7 and FS–8.


 
FS-6

 


CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE II
CONDENSED FINANCIAL INFORMATION OF CIGNA CORPORATION
(REGISTRANT)

NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto in the Annual Report.

Note 1—For purposes of these condensed financial statements, CIGNA Corporation’s (the Company) wholly owned subsidiaries are recorded using the equity basis of accounting.  Certain reclassifications have been made to prior years’ amounts to conform to the 2007 presentation.

Note 2—On April 25, 2007, the Company’s Board of Directors approved a three-for-one stock split (in the form of a stock dividend) of the Company’s common shares.  The stock split was effective on June 4, 2007 for shareholders of record as of the close of business on May 21, 2007.

Note 3—Short-term and long-term debt consisted of the following at December 31:

(In millions)
 
2007
   
2006
 
Short-term:
           
Current maturities of long-term debt
  $ -     $ 376  
Total short-term debt
  $ -     $ 376  
Long-term:
               
Uncollateralized debt:
               
7% Notes due 2011
  $ 222     $ 222  
6.375% Notes due 2011
    226       226  
5.375% Notes due 2017
    250       -  
7.65% Notes due 2023
    100       100  
8.3% Notes due 2023
    17       17  
7.875 % Debentures due 2027
    300       300  
8.3% Step Down Notes due 2033
    83       83  
6.15% Notes due 2036
    500       250  
Total long-term debt
  $ 1,698     $ 1,198  
 
In June 2007, the Company amended and restated its five year revolving credit and letter of credit agreement for $1.75 billion, which permits up to $1.25 billion to be used for letters of credit.  The credit agreement includes options, which are subject to consent by the administrative agent and the committing bank, to increase the commitment amount up to $2.0 billion and to extend the term of the agreement.  The Company entered into the agreement for general corporate purposes, including support for the issuance of commercial paper and to obtain statutory reserve credit for certain reinsurance arrangements.  There were no amounts outstanding under the credit facility nor any letters of credit issued as of December 31, 2007.

As of December 31, 2007, the Company had $500 million remaining under an effective shelf registration statement filed with the Securities and Exchange Commission, which may be issued as debt securities, equity securities or both.

Maturities of long-term debt are as follows (in millions):  none in 2008, 2009, 2010, $448 in 2011, and the remainder in years after 2012.

Interest paid on short- and long-term debt amounted to $116 million, $101 million and $104 million for 2007, 2006 and 2005, respectively.
 
FS-7

  Note 4—Intercompany liabilities consist primarily of loans payable to CIGNA Holdings, Inc. of $5.6 billion as of December 31, 2007 and 2006.  Interest was accrued at an average monthly rate of 5.62% for 2007 and 5.27% for 2006.

  Note 5—As of December 31, 2007, the Company had guarantees and similar agreements in place to secure payment obligations or solvency requirements of certain wholly owned subsidiaries as follows:

·  
The Company has arranged for bank letters of credit in support of CIGNA Global Reinsurance Company, an indirect wholly owned subsidiary domiciled in Bermuda, in the amount of $59 million.  These letters of credit secure the payment of insureds’ claims from run-off reinsurance operations.  The Company has agreed to indemnify the banks providing the letters of credit in the event of any draw.  As of December 31, 2007 approximately $49 million of the letters of credit are issued.

·  
The Company has provided a capital commitment deed in an amount up to $185 million in favor of CIGNA Global Reinsurance Company.  This deed is equal to the letters of credit securing the payment of insureds’ claims from run-off reinsurance operations.  This deed is required by Bermuda regulators to have these letters of credit for the London run-off reinsurance operations included as admitted assets.

·  
Various indirect, wholly owned subsidiaries have obtained surety bonds in the normal course of business.  If there is a claim on a surety bond and the subsidiary is unable to pay, the Company guarantees payment to the company issuing the surety bond.  The aggregate amount of such surety bonds as of December 31, 2007 was $58 million.

·  
The Company is obligated under a $23 million letter of credit required by the insurer of its high-deductible self-insurance programs to indemnify the insurer for claim liabilities that fall within deductible amounts for policy years dating back to 1994.

·  
The Company also provides solvency guarantees aggregating $34 million under state and federal regulations in support of its indirect wholly owned medical HMOs in several states.

·  
The Company has arranged a $150 million letter of credit in support of CIGNA Europe Insurance Company, an indirect wholly owned subsidiary.  The Company has agreed to indemnify the banks providing the letters of credit in the event of any draw.  CIGNA Europe Insurance Company is the holder of the letters of credit.

·  
In addition, the Company has agreed to indemnify payment of losses included in CIGNA Europe Insurance Company’s reserves on the assumed reinsurance business transferred from ACE.  As of December 31, 2007, the reserve was $219 million.

In 2007, no payments have been made on these guarantees and none are pending.  The Company provided other guarantees to subsidiaries that, in the aggregate, do not represent a material risk to the Company’s results of operations, liquidity or financial condition.



 
FS-8

 
 


(THIS PAGE INTENTIONALLY LEFT BLANK)
 


 
FS-9

 


CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE III
SUPPLEMENTARY INSURANCE INFORMATION
(In millions)

   
Deferred
   
Future policy
   
Medical claims
       
   
policy
   
benefits and
   
payable and
   
Unearned
 
   
acquisition
   
contractholder
   
unpaid
   
premiums
 
Segment
 
costs
   
deposit funds
   
claims
   
and fees
 
                         
Year Ended December 31, 2007:
                       
Health Care
  $ 51     $ 533     $ 1,198     $ 75  
Disability and Life
    9       879       3,080       39  
International
    682       912       230       331  
Run-off Reinsurance
    -       875       452       1  
Other Operations
    74       13,542       142       50  
Corporate
    -       -       -       -  
Total
  $ 816     $ 16,741     $ 5,102     $ 496  
                                 
                                 
Year Ended December 31, 2006:
                               
Health Care
  $ 37     $ 617     $ 1,221     $ 79  
Disability and Life
    10       867       2,915       44  
International
    579       809       204       334  
Run-off Reinsurance
    -       890       746       1  
Other Operations
    81       14,226       145       41  
Corporate
    -       -       -       -  
Total
  $ 707     $ 17,409     $ 5,231     $ 499  
                                 
Year Ended December 31, 2005:
                               
Health Care
  $ 27     $ 794     $ 1,478     $ 97  
Disability and Life
    12       1,005       2,803       43  
International
    491       702       171       331  
Run-off Reinsurance
    -       980       826       1  
Other Operations
    88       14,685       136       43  
Corporate
    -       -       -       -  
Total
  $ 618     $ 18,166     $ 5,414     $ 515  


 
FS-10

 


                 
Amortization
       
                 
of deferred
       
     
Net
         
policy
   
Other
 
Premiums
   
investment
   
Benefit
   
acquisition
   
operating
 
and fees (1)
   
income (2)
   
expenses (1)(3)
   
expenses
   
expenses(4)
 
                           
                           
$ 10,666     $ 202     $ 7,023     $ 100     $ 4,076  
  2,374       276       1,819       6       610  
  1,800       77       997       124       491  
  60       93       (24 )     -       184  
  108       437       400       12       61  
  -       29       (16 )     -       129  
$ 15,008     $ 1,114     $ 10,199     $ 242     $ 5,551  
                                     
                                     
                                     
$ 9,830     $ 261     $ 6,371     $ 71     $ 4,014  
  2,108       256       1,578       6       630  
  1,526       79       861       113       420  
  64       95       26       -       54  
  113       467       441       12       78  
  -       37       (13 )     -       154  
$ 13,641     $ 1,195     $ 9,264     $ 202     $ 5,350  
                                     
                                     
$ 10,177     $ 275     $ 6,652     $ 56     $ 3,786  
  2,065       264       1,587       4       617  
  1,243       71       690       84       381  
  92       99       150       -       69  
  118       609       567       5       120  
  -       41       -       -       123  
$ 13,695     $ 1,359     $ 9,646     $ 149     $ 5,096  

 
(1)
Amounts presented are shown net of the effects of reinsurance.  See Note 8 to the Financial Statements included in CIGNA’s 2007 Annual Report.
 
(2)
The allocation of net investment income is based upon the investment year method, the identification of certain portfolios with specific segments, or a combination of both.
 
(3)
Benefit expenses include Health Care medical claims expense and other benefit expenses.
 
(4)
Other operating expenses include mail order pharmacy cost of goods sold and other operating expenses, and excludes amortization of deferred policy acquisition expenses.


 
FS-11

 

CIGNA CORPORATION AND SUBSIDIARIES

SCHEDULE IV
REINSURANCE
(In millions)

   
Gross
amount
   
Ceded to
other
companies
   
Assumed
from other
companies
   
Net
amount
   
Percentage
of amount
assumed
to net
 
                               
Year Ended December 31, 2007:
                             
   Life insurance in force
  $ 376,065     $ 42,886     $ 99,281     $ 432,460       23.0 %
                                         
   Premiums and fees:
                                       
      Life insurance and annuities
  $ 2,288     $ 280     $ 355     $ 2,363       15.0 %
      Accident and health insurance
    12,782       181       44       12,645       0.3 %
         Total
  $ 15,070     $ 461     $ 399     $ 15,008       2.7 %
                                         
Year Ended December 31, 2006:
                                       
   Life insurance in force
  $ 360,802     $ 39,375     $ 128,514     $ 449,941       28.6 %
                                         
   Premiums and fees:
                                       
      Life insurance and annuities
  $ 2,081     $ 290     $ 403     $ 2,194       18.4 %
      Accident and health insurance
    11,514       181       114       11,447       1.0 %
         Total
  $ 13,595     $ 471     $ 517     $ 13,641       3.8 %
                                         
Year Ended December 31, 2005:
                                       
   Life insurance in force
  $ 359,698     $ 43,687     $ 134,989     $ 451,000       29.9 %
                                         
   Premiums and fees:
                                       
      Life insurance and annuities
  $ 2,094     $ 315     $ 420     $ 2,199       19.1 %
      Accident and health insurance
    11,600       157       53       11,496       0.5 %
         Total
  $ 13,694     $ 472     $ 473     $ 13,695       3.5 %


 
FS-12

 


CIGNA CORPORATION
SCHEDULE V
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In millions)

Description
 
Balance at
beginning
of period
   
Charged
(Credited)
to
costs and
expenses
   
Charged
(Credited)
to other
accounts
-describe(1)
   
Other
deductions
-describe(2)
   
Balance
at end
of period
 
                               
2007:
                             
Investment asset valuation reserves:
                             
   Commercial mortgage loans
  $ -     $ 1     $ -     $ -     $ 1  
Allowance for doubtful accounts:
                                       
   Premiums, accounts and notes receivable
    46       15       -       (7 )     54  
Deferred tax asset valuation allowance
    174       (19 )     -       (5 )     150  
Reinsurance recoverables
    161       (23 )     -       (111 )     27  
                                         
2006:
                                       
Investment asset valuation reserves:
                                       
   Commercial mortgage loans
  $ 2     $ 3     $ -     $ (5 )   $ -  
Allowance for doubtful accounts:
                                       
   Premiums, accounts and notes receivable
    62       5       1       (22 )     46  
Deferred tax asset valuation allowance
    161       7       -       6       174  
Reinsurance recoverables
    158       12       -       (9 )     161  
                                         
2005:
                                       
Investment asset valuation reserves:
                                       
   Commercial mortgage loans
  $ 2     $ 2     $ -     $ (2 )   $ 2  
Allowance for doubtful accounts:
                                       
   Premiums, accounts and notes receivable
    78       8       -       (24 )     62  
Deferred tax asset valuation allowance
    262       (33 )     16       (84 )     161  
Reinsurance recoverables
    193       (9 )     -       (26 )     158  

(1)
Change in valuation reserves attributable to policyholder contracts.
(2)
Reflects transfer of reserves to other investment asset categories as well as charge-offs upon sales, repayments and other.  The change in the deferred tax valuation allowance in 2007 reflects a reserve release upon the write-off of a portion of the underlying deferred tax asset, resulting in no earnings impact.  The change in the deferred tax asset valuation allowance in 2006 and 2005 primarily reflects activity in discontinued operations.  The change in reinsurance recoverable reflects settlements of underlying reinsurance recoverables.

 
FS-13

 

INDEX TO EXHIBITS
         
Number
 
Description
 
Method of Filing
         
3.1
 
Restated Certificate of Incorporation of the registrant as last amended July 22, 1998
 
Filed as Exhibit 3.1 to the registrant's Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.
         
3.2
 
By-Laws of the registrant as last amended and restated October 26, 2006
 
Filed as Exhibit 3 to the registrant’s Form 8-K filed on October 30, 2006 and incorporated herein by reference .

Exhibits 10.1 through 10.22 are identified as management contracts or compensatory plans or arrangements pursuant to Item 15 of Form 10-K.

10.1
 
Deferred Compensation Plan for Directors of CIGNA Corporation, as amended and restated January 1, 1997
 
Filed as Exhibit 10.1 to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.
         
10.2
 
Deferred Compensation Plan of 2005 for Directors of CIGNA Corporation, effective January 1, 2005
 
         
10.3
 
CIGNA Restricted Share Equivalent Plan for Non-Employee Directors amended and restated effective January 1, 2008
 
         
10.4
 
CIGNA Corporation Non-Employee Director Compensation Program amended and restated effective January 1, 2008
 
         
10.5
 
CIGNA Corporation Stock Plan, as amended and restated through July 2000
 
 
Filed as Exhibit 10.4 to the registrant’s Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.

10.6
(a)
 
CIGNA Executive Severance Benefits Plan effective as of January 1, 1997
 
Filed as Exhibit 10.5(a) to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.
         
 
(b)
 
Amendment No. 1 effective February 23, 2000 to the CIGNA Executive Severance Benefits Plan
 
Filed as Exhibit 10.5(b) to the registrant’s Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
         
10.7
 
Description of Severance Benefits for Executives in Non-Change of Control Circumstances
 
Filed as Exhibit 10.6 to the registrant’s Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.

10.8
 
CIGNA Executive Incentive Plan amended and restated January 1,  2008
 

10.9
 
CIGNA Long-Term Incentive Plan amended and restated effective as of January 1, 2008
 
         
10.10
 
Description of Arrangement regarding Unit-based Long-Term Incentive Compensation
 
 
Filed as Exhibit 10.5 to the registrant’s Form 10-Q for the year ended September 30, 2003 and incorporated herein by reference.
 

E-1


10.11
 
CIGNA Deferred Compensation Plan, as amended and restated October 24, 2001
 
Filed as Exhibit 10.10 to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.
         
10.12
 
CIGNA Deferred Compensation Plan of 2005 effective as of January 1, 2005
 
         
10.13
 
Description of Amendments to Executive Management Compensation Arrangements
 
Filed as Exhibit 10.1 to the registrant’s Form 10-Q for the quarter ended March 31, 2005 and incorporated herein by reference.

10.14
(a)
CIGNA Supplemental Pension Plan as amended and restated August 1, 1998
 
Filed as Exhibit 10.12(a) to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.

 
(b)
Amendment No. 1 to the CIGNA Supplemental Pension Plan, effective as of September 1, 1999
 
Filed as Exhibit 10.10(b) to the registrant’s Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.

 
(c)
Amendment No. 2 dated December 6, 2000 to the CIGNA Supplemental Pension
 
Filed as Exhibit 10.12(c) to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.

10.15
 
CIGNA Supplemental Pension Plan of 2005 effective as of January 1, 2005
 
         
10.16
 
Description of CIGNA Corporation Financial Services Program
 
Filed as Exhibit 10.10 to the registrant's Form 10-K for the year ended December 31, 2003 and incorporated herein by reference.
         
10.17
 
Description of Mandatory Deferral of Non-Deductible Executive Compensation Arrangement
 
Filed  as Exhibit 10.14 to the registrant’s Form 10-K for the year ended December 31, 2006 and incorporated herein by reference.
         
10.18
 
Form of Non-Compete Agreement dated December 8, 1997 with Mr. Hanway
 
Filed as Exhibit 10.15 to the registrant's Form 10-K for the year ended December 31, 2002 and incorporated herein by reference.
         
10.19
 
Special Incentive Agreement with Mr. Hanway dated March 17, 1998
 
Filed as Exhibit 10.19 to the registrant's Form 10-K for the period ended December 31, 2002 and incorporated herein by reference.

10.20
 
Schedule regarding Amended Deferred Stock Unit Agreements effective July 26, 2006 with Messrs. Hanway, Bell and Murabito and Form of Deferred Stock Unit Agreement
 
Filed as Exhibit 10.1 to the registrant's Form 10-Q for the quarter ended June 30, 2006 and incorporated herein by reference.

10.21
 
Agreement and Release dated May 1, 2007 with Mr. Storrer
 
Filed as Exhibit 10.2 to the registrant’s Form 10-Q for the period ended June 30, 2007.

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10.22
 
Form of CIGNA Long-Term Incentive Plan: Nonqualified Stock Option and Grant Letter
 
         
10.23
 
Asset and Stock Purchase Agreement between Great-West Life & Annuity Insurance Company, et al and Connecticut General Life Insurance Company
 

12
 
Computation of Ratios of Earnings to Fixed Charges
 
         
21
 
Subsidiaries of the Registrant
 
         
23
 
Consent of Independent Registered Public Accounting Firm
 

24.1
 
Powers of Attorney
 
Filed as Exhibit 24.1 to the registrant’s Post-Effective Amendment No. 1 to Form S-8 Registration Statement Under the Securities Act of 1933 dated August 3, 2007 and incorporated herein by reference.
         
31.1
 
Certification of Chief Executive Officer of CIGNA Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
 
         
31.2
 
Certification of Chief Financial Officer of CIGNA Corporation pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
 
         
32.1
 
Certification of Chief Executive Officer of CIGNA Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350
 
         
32.2
 
Certification of Chief Financial Officer of CIGNA Corporation pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350
 

The registrant will furnish to the Commission upon request a copy of any of the registrant's agreements with respect to its long-term debt.

Shareholders may obtain copies of exhibits by writing to CIGNA Corporation, Shareholder Services Department, 1601 Chestnut Street, TL18, Philadelphia, PA 19192.
 
 
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Exhibit 10.2
DEFERRED COMPENSATION PLAN OF 2005
FOR DIRECTORS OF CIGNA CORPORATION
(Effective January 1, 2005)

Due to requirements imposed by Internal Revenue Code Section 409A, CIGNA is freezing the Deferred Compensation Plan for Directors of CIGNA Corporation (Amended and Restated as of January 1, 1997) as of December 31, 2004 and adopting this new plan – the Deferred Compensation Plan of 2005 for Directors of CIGNA Corporation, effective as of January 1, 2005.  The frozen Deferred Compensation Plan for Directors will continue to apply to amounts that were deferred on or before December 31, 2004 and earnings thereon.  This new plan will apply to amounts that are deferred after December 31, 2004 and earnings thereon.

ARTICLE I . DEFINITIONS

The following are defined terms wherever they appear in the Plan.

1.1           " Administrator " shall mean the person, or committee, appointed by the Chief Executive Officer of CIGNA Corporation, and charged with responsibility for administration of the Plan.

1.2           " Affiliate " shall have the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

1.3            "Annual Credit Amount" shall mean an amount set from time to time by resolution of the Board of Directors.

1.4           " Beneficial Owner " and " Beneficially Owned " shall have the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

1.5           " Board of Directors " or " Board " shall mean the Board of Directors of CIGNA Corporation.

1.6           " Change of Control " shall mean any of these events:

(a)  A corporation, person or group acting in concert, as described in Exchange Act Section 14(d)(2), holds or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of a number of preferred or common shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or,

(b)  There is consummated a merger or consolidation of CIGNA Corporation or any direct or indirect subsidiary of CIGNA Corporation with any other corporation, other than:

(1)  A merger or consolidation immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or

(2)  A merger or consolidation effected to implement a recapitalization of CIGNA Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner,
 
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directly or indirectly, of securities of CIGNA Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from CIGNA Corporation or its Affiliates) representing 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or,

(c)  A change occurs in the composition of the Board of Directors at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute a majority of the Board of Directors.  For purposes of the preceding sentence "Continuity Directors" shall mean those members of the Board of Directors who either: (1) were directors at the beginning of such consecutive 24-month period; or (2) were elected by, or on nomination or recommendation of, at least a majority of the Board of Directors (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CIGNA Corporation); or

(d)  The shareholders of CIGNA Corporation approve a plan of complete liquidation or dissolution of CIGNA Corporation or there is consummated an agreement for the sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets, other than a sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CIGNA Corporation immediately prior to such transaction or series of transactions continue to have   substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CIGNA Corporation immediately following such transaction or series of transactions.

1.7           " CIGNA Common Stock " or " Common Stock " or " Stock " shall mean the common stock of CIGNA Corporation, par value of $0.25 per share.

1.8           " Code " shall mean the Internal Revenue Code of 1986, as amended.

1.9           " Committee " shall mean the Corporate Governance Committee of the Board of Directors of CIGNA Corporation, or the successor to such committee.

1.10          " Deferral Election " shall mean the form described in Section 2.3 by which a Participant specifies amounts and items of compensation to be deferred into the Participant’s Deferred Compensation Account.

1.11          " Deferred Compensation Account " shall mean the separate account established under the Plan for each Participant, as described in Section 3.1.

1.12          " Effective Date " shall mean January 1, 2005, the effective date of the Plan.

1.13          " Exchange Act " shall mean the Securities Exchange Act of 1934, as amended.

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1.14          " Participant " shall mean each individual who as a non-employee director of CIGNA Corporation participates in the Plan in accordance with the terms and conditions of the Plan.

1.15          " Payment Election " shall mean the form described in Section 4.2 by which a Participant specifies the method of payment of compensation deferred under the Plan.

1.16          " Person " shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) CIGNA Corporation or any of its subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of CIGNA Corporation or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of CIGNA Corporation in substantially the same proportions as their ownership of stock of CIGNA Corporation.

1.17           " Plan " shall mean the Deferred Compensation Plan of 2005 for Directors of CIGNA Corporation, as it may be amended or restated from time to time by the Board of Directors.

1.18            "Restricted Deferred Compensation Account" shall mean the separate account established under the Plan for a Participant pursuant to Section 5.1.

1.19           " Separation from Service " shall mean a Participant’s separation from service, within the meaning of Treasury Regulation Section 1.409A-1(h).  Generally, a Participant shall have a Separation from Service when that Participant ceases to serve as a member of the Board or to otherwise provide services to CIGNA Corporation or its affiliates.

1.20           " Valuation Date " shall mean the last day of each month.


ARTICLE II . PARTICIPATION

2.1            Eligibility to Participate in the Plan .

The individuals who are eligible to participate in the Plan are those persons who serve as non-employee directors of CIGNA Corporation.

2.2            Participation in the Plan .

An eligible director becomes a Participant by making a Deferral Election described in Section 2.3.

2.3            Deferral Election .

(a)  A Deferral Election specifies the amounts and items of compensation a Participant elects to defer under the Plan for a particular calendar year.  The Administrator shall determine which items or categories of compensation may be deferred under the Plan.  The Deferral Election must be timely (as described in Section 2.3(b)) and in a form permitted or required by the Administrator.  The
 
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Administrator may permit or require electronic forms.  The Administrator shall determine whether a Deferral Election form is sufficiently complete and timely and may reject any form that is incomplete and/or untimely.

(b)  To be timely, a Deferral Election must be received by the Administrator no later than:

(1)  December 31 of the year before the year in which the Participant performs services in exchange for the compensation to be deferred; or

(2)  For a newly-elected director, the day before the date upon which active service as a director of CIGNA Corporation begins.

However, the Administrator may establish different deadlines to the extent permitted by Code Section 409A and the regulations thereunder.

(c)  A Participant who makes a Deferral Election must also make a Payment Election (described in Section 4.3) applicable to such Deferral Election.  The Payment Election must be received by the Administrator by the applicable Deferral Election deadline stated in Section 2.3(b).  The Administrator shall determine when a Deferral Election and Payment Election become irrevocable, but in no event shall a Deferral Election or a Payment Election become irrevocable later than the applicable deadline set forth in Section 2.3(b).

(d)  The Administrator may require Participants to make a new Deferral Election for each new calendar year.

(e)  Deferral Elections under this Plan shall apply only to compensation payable on or after January 1, 2005 and only to the extent such compensation is:

(1)  For services performed by the Participant for CIGNA Corporation on or after January 1, 2005; or

(2)  For services for which a Deferral Election may otherwise be made under transition rules promulgated pursuant to Code Section 409A.

2.4            Cancellation of Deferral Elections .

The Administrator may cancel the Deferral Election of a Participant who incurs a disability.  Any cancellation under this Section 2.4 must occur by the later of the end of the calendar year in which the Participant incurs the disability or the 15 th day of the third month after the date the Participant incurs the disability.  For purposes of this Section 2.4, “disability” shall have the meaning set forth in Treasury Regulation Section 1.409A-3(j)(4)(xii).

ARTICLE III .   COMPENSATION DEFERRED

3.1            Deferred Compensation Account .

A Deferred Compensation Account shall be established for each director when the director becomes
 
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a Participant.  Unless the Administrator establishes rules and procedures that provide otherwise, compensation deferred under the Plan (other than compensation deferred under Article V) shall be credited to the Deferred Compensation Account as of the date such compensation would have otherwise been paid to the Participant.  Hypothetical income on deferred compensation shall be credited to the Deferred Compensation Account as provided in Section 3.3, below.

3.2            Balance of Deferred Compensation Account .

The balance of each Participant's Deferred Compensation Account shall include compensation deferred under this Plan, plus amounts credited to the Participant's Deferred Compensation Account pursuant to Section 5.3, plus income, hypothetical dividends and gains credited with respect to hypothetical investments.  Losses from hypothetical investments shall reduce the Participant's Deferred Compensation Account balance.  The balance of each Participant's Deferred Compensation Account shall be determined as of each Valuation Date.

3.3            Hypothetical Investment .

(a)  Compensation deferred under the Plan which would have been paid in cash shall be assumed to be invested, without charge, in one or more hypothetical investment vehicles as are specified from time to time by the Committee.  With respect to such hypothetical investment:

(1)  Cash compensation deferred shall be deemed to earn income under the hypothetical investment vehicle.  The Administrator shall credit such income to the Participant's Deferred Compensation Account, pursuant to Section 3.4 below.

(2)  The Committee, in its sole discretion, may provide Plan Participants with options for one or more additional hypothetical investment vehicles for investment of cash compensation deferred under the Plan, with respect to which:

(A)  a Participant may modify an election of hypothetical investment and may make any transfers between and among hypothetical investments, through a written request to the Administrator; provided that;

(B)  only one such modification or transfer shall be allowed during any calendar quarter;

(C)  any such modification or transfer shall be effective in the second calendar month following receipt of the request by the Administrator; and

(D)  such modifications and transfers will be in accordance with rules and procedures adopted by the Administrator.

(b)  Compensation deferred under the Plan into the Participant's Deferred Compensation Account as an alternative to receipt of Common Stock, or credited to the Participant's Restricted Deferred Compensation Account pursuant to Sections 5.1 or 5.2 of the Plan, shall be deemed to be invested, hypothetically and without charge, in whole shares of hypothetical Common Stock.  Shares of hypothetical Common Stock shall be subject to adjustment in order to reflect Common Stock dividends, splits, and
 
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reclassification. Except in the event of a Change of Control, amounts in the Participant's Deferred Compensation Account and Restricted Deferred Compensation Account deemed invested in hypothetical Common Stock must remain so invested, and no other investment vehicle available hereunder may be substituted therefor until the January following the Participant's Separation from Service. Thereafter, intra-Plan transfers may be made only in accordance with Section 3.3(a) above; provided that all such intra-Plan transfers occurring within six months after the Participant's Separation from Service shall be subject to approval by the Administrator to ensure compliance with Section 16 of the Exchange Act.

(c)  Amounts equal to cash dividends which would have been paid on shares of Common Stock shall be deemed paid on whole shares of hypothetical Common Stock in the Participant's Deferred Compensation Account and Restricted Deferred Compensation Account.  Such amounts shall be credited to the Participant's Deferred Compensation Account and shall be hypothetically invested in accordance with Section 3.3(a) unless the Participant elects to have such amounts invested in one or more of the other hypothetical investment vehicles specified from time to time by the Committee.

(d)  In the event of a Change of Control, the Committee shall provide Participants with the option for investment in at least one hypothetical investment vehicle, the annual income earned on which must be not less than 50 basis points over the Ten-Year Constant Treasury Maturity Yield as reported by the Federal Reserve Board, based upon the November averages for the preceding year.

3.4            Time of Hypothetical Investment .

Hypothetical investment results on a Participant’s Deferred Compensation Account shall be credited in accordance with rules and procedures adopted by the Administrator.

3.5            Statement of Account .

The Administrator shall provide each Participant a statement of the Participant’s Deferred Compensation Account at least annually.


ARTICLE IV .   PAYMENT OF DEFERRED COMPENSATION

4.1            Payment of Deferred Compensation .

(a)  The Administrator shall pay amounts from the Participant's Deferred Compensation Account, according to the Participant's applicable Payment Election or under other applicable provisions of this Article IV.

(b)  Compensation deferred into the Deferred Compensation Account and earnings thereon shall be paid to the Participant in cash pursuant to Section 4.1(a).

4.2            Payment Methods and Timing .

(a)           (1)  Subject to the conditions in Section 4.2(b) through (e), the Administrator shall have the authority to determine the payment methods and timing permitted under the Plan; any such payment methods and timing shall comply with the requirements of Code Section 409A.

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(2)  Payment events under the Plan may include a Participant’s Separation from Service, a Participant’s Unforeseeable Emergency (as described in Section 4.4), the Participant’s death (as described in Section 4.5), or other payment events specified by the Administrator, to the extent permitted by Code Section 409A.  A payment upon a Participant’s Unforeseeable Emergency or death shall supersede any elected Separation from Service payment for the amount distributed by reason of Unforeseeable Emergency or death.

(3)  Payment methods under the Plan may include lump sum and periodic payments.

(b)  If a method of payment provides for periodic payments, the payments shall be made annually each January, over the elected period not to exceed 15 (fifteen) years.  The balance of a Participant’s Deferred Compensation Account and Restricted Deferred Compensation Account shall be paid, in all events, no later than January 31 st of the fifteenth calendar year after the Participant’s Separation from Service.

(c)  If payments are to commence after Separation from Service, payment shall be made (or begin) in January of the year following the year of the Participant’s Separation from Service.

(d)  If there is not in effect as of Participant's Separation from Service a valid Payment Election for an amount, that amount shall be paid in a single lump sum in January of the year following the year of the Participant’s Separation from Service.

(e)  Notwithstanding anything to the contrary in this Section 4.2, if, as of the date of a Participant’s Separation from Service, the Participant is a specified employee, within the meaning of Treasury Regulation Section 1.409A-1(i), payment shall be made (or begin) on the later of the January of the year following the year of the Participant’s Separation from Service or the seventh month after the month of the Participant’s Separation from Service date.

4.3            Payment Election .

(a)  Subject to Section 4.2, a Payment Election must specify the payment method that shall apply to Participant’s deferred compensation and the time of payment or the time payments are to begin.

(b)  A Payment Election must be in a form permitted or required by the Administrator.  The Administrator may permit or require electronic forms.  The Administrator shall determine whether a Payment Election form is sufficiently complete and timely and may reject any form that is incomplete and/or untimely.

4.4            Unforeseeable Emergency Payment .

(a)  Notwithstanding any other provision of the Plan, if the Committee, after consideration of a Participant's application, determines that the Participant has an unforeseeable emergency, as defined under Treasury Regulation Section 1.409A-3(i)(3),   beyond the Participant's control, and of such a substantial nature that immediate payment of compensation deferred under the Plan is warranted, the
 
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Committee in its sole and absolute discretion may direct that all or a portion of the balance of the Participant's Deferred Compensation Account be paid to the Participant in cash.  The amount of any such distribution shall be limited to the amount deemed necessary by the Committee to satisfy the emergency need.  The payment shall be made in a single lump sum within 90 days following the Committee’s approval of the Participant’s application for an unforeseeable emergency payment.

(b)  The Administrator shall cancel the Deferral Election of a Participant who receives a payment for an unforeseeable emergency, as defined under Treasury Regulation Section 1.409A-3(i)(3), under this Plan or a predecessor to this Plan.  The cancellation shall be effective as of the date of the unforeseeable emergency payment.  To resume deferrals of compensation under this Plan, the Participant must execute a new Deferral Election in accordance with the requirements of Section 2.3.

4.5            Payments of a Deceased Participant's Account

(a) If a Participant dies before the Administrator has paid the Participant’s entire Deferred Compensation Account and Restricted Deferred Compensation Account, the Administrator shall pay the remaining Deferred Compensation Account balance and Restricted Deferred Compensation Account balance in a single lump sum payment to the person(s) or trust(s) designated in writing by the Participant as the Participant’s beneficiary(ies) under the Plan.  The Administrator is authorized to establish rules and procedures for designations of beneficiaries and shall have the sole discretion to make determinations regarding the existence and identity of beneficiaries and the validity of beneficiary designations.

(b) Notwithstanding Section 4.5(a), the Administrator shall pay the Deferred Compensation Account balance and Restricted Deferred Compensation Account balance in a single lump sum payment to the Participant's estate if:

(1) The Participant dies without having a valid beneficiary designation in effect;

(2) The Participant's designated beneficiary has predeceased the Participant; or

(3) The Participant's designated beneficiary cannot be found after what the Administrator determines, in the Administrator’s sole discretion, has been a reasonably diligent search.

(c) The Administrator shall make any payments described in Section 4.5(a) and (b) during the 90 day period immediately following the date of the Participant’s death.


ARTICLE V. Restricted Deferred Compensation Accounts

5.1            Establishment of Restricted Deferred Compensation Accounts

(a) A Restricted Deferred Compensation Account was established for each person serving as a director of CIGNA Corporation on December 31, 1996 except directors who (1) if they had retired on or before December 31, 1996, would have satisfied the eligibility requirements ("Eligibility Requirements") under Section 1 of the Retirement and Consulting Plan for Directors of CIGNA Corporation (the "Retirement Plan") and (2) did not waive their rights under the Retirement Plan on or before December 31, 1996.  As of January 1, 1997, the present value of the accrued benefits under the Retirement Plan of each
 
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Participant for whom a Restricted Deferred Compensation Account had been established was credited to that Participant's Restricted Deferred Compensation Account.  The credited amounts are deemed to be invested and remain invested thereafter, hypothetically and without charge, in whole shares of hypothetical Common Stock.  The number of whole hypothetical Common Shares credited to the Restricted Deferred Compensation Accounts was determined by using the average closing price for CIGNA Common Stock as reported on the Composite tape (or successor means of publishing stock prices) for the ten (10) business days prior to January 1, 1997.

(b) A Restricted Deferred Compensation Account was established for each person first elected to the Board of Directors of CIGNA Corporation after December 31, 1996 and before April 28, 2005.

5.2            Annual Credit Amount

Beginning in 1997 and in each year thereafter through 2005, on the last business day of the month during which CIGNA’s Corporation's Annual Meeting of Shareholders is held, the Annual Credit Amount will be credited to the Restricted Deferred Compensation Account of each Participant who is then a director of CIGNA Corporation for whom such an account has been established pursuant to Section 5.1.  That amount shall be assumed to be invested and remain invested thereafter, hypothetically and without charge, in whole shares of hypothetical Common Stock.  The number of whole shares shall be determined by dividing the Annual Credit Amount by the average closing price for CIGNA Common Stock (as reported on the Composite tape or successor means of publishing stock prices) for the last ten (10) business days of the month during which CIGNA Corporation's Annual Meeting of Shareholders is held.

This Plan shall only apply to the Annual Credit Amount credited to Restricted Deferred Compensation Accounts in 2005.

5.3            Dividends and Adjustments

Hypothetical dividends on hypothetical shares described in Section 5.2 shall be credited to the Participant's Deferred Compensation Account and be invested and adjusted as provided in Section 3.3(c).

5.4            Time of Payment

Payments of the balance in the Restricted Deferred Compensation Account shall:  be made in cash; be made (or begin) in the January of the year following the year in which the Participant's Separation from Service occurs; and be made in accordance with the Participant's applicable Payment Election or, if applicable, Section 4.2(d) of this Plan. Notwithstanding the foregoing, if, as of the date of a Participant’s Separation from Service, the Participant is a specified employee, within the meaning of Treasury Regulation Section 1.409A-1(i), payment shall be made (or begin) on the later of the January of the year following the year of the Participant’s Separation from Service or the seventh month after the month of the Participant’s Separation from Service date. If a Participant dies before the entire balance in the Participant’s Restricted Deferred Compensation Account has been paid to the Participant, the Administrator shall pay such balance pursuant to Section 4.5 of this Plan.

5.5            Statement of Restricted Deferred Compensation Account

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The Administrator shall provide each Participant a statement of the Participant’s Restricted Deferred Compensation Account at least annually.  The balance in the Participant's Restricted Deferred Compensation Account shall be calculated in accordance with Section 3.2 of the Plan.


ARTICLE VI .   GENERAL PROVISIONS

6.1            Committee Membership .

A Participant who is also a member of the Committee shall take no part in any decision pertaining to any action under the plan related to such Participant.

6.2            Participant's Rights Unsecured .

The right of any Participant (or beneficiary) to receive payments under the provisions of the Plan represents an unsecured claim against the general assets of CIGNA Corporation, or against the general assets of any successor company which assumes the liabilities of CIGNA Corporation.

6.3            Assignability .

Except as otherwise permitted by applicable law, no right to receive payments hereunder shall be transferable or assignable by a Participant.  Any attempted assignment or alienation of payments hereunder shall be void and of no force or effect.

6.4            Administration .

Except as otherwise provided herein, the Plan shall be administered by the Administrator who shall have the authority to adopt rules and regulations for carrying out the Plan, and who shall interpret, construe and implement the provisions of the Plan.   The Administrator may, by contract, designation or other arrangement, provide for others to perform ministerial duties and record keeping.

6.5            Amendment .

The Plan may be amended, restated, modified, or terminated by the Board of Directors.  No amendment, restatement, modification, or termination shall reduce, impair or adversely affect the dollar value of a Participant's Deferred Compensation Account balance or Restricted Deferred Compensation Account balance as of the Valuation Date immediately preceding such action.

6.6            Section 409A Compliance .

It is intended that the Plan comply with the requirements of Code Section 409A, and the Plan shall be so administered and interpreted.  Notwithstanding anything in this Plan to the contrary, the 409A transition relief opportunities adopted by Board Resolution dated December 8, 2005 are incorporated by reference into this Plan.

6.7            Section 16 Compliance .

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If the Administrator determines that, in order to comply with Section 16 of the Exchange Act, it is necessary for the Board rather than the Committee to take any action which the Plan authorizes the Committee to take, the Administrator shall request the Board to do so.

6.8            Construction .

The masculine gender where appearing in the Plan shall be deemed to include the feminine gender.  The singular shall be deemed to include the plural; and the plural the singular.

6.9            Interpretation .

All statutory or regulatory references in this Plan shall include successor provisions.

6.10          Controlling Law .

This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.
 

 

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                                                                                                           Exhibit 10.3


CIGNA RESTRICTED SHARE EQUIVALENT
PLAN FOR NON-EMPLOYEE DIRECTORS
(Amended and Restated Effective January 1, 2008)

ARTICLE 1
Statement of Purpose; Effect on Prior Plans

The CIGNA Restricted Share Equivalent Plan for Non-Employee Directors (Amended and Restated Effective January 1, 2008) (“Plan”) is an amendment and restatement of the Restricted Stock / Stock Equivalent Plan for Non-Employee Directors of CIGNA Corporation (“Former Plan”).

The Company granted restricted shares of Company Common Stock under the Former Plan from September 30, 1989 to September 30, 2004, and Restricted Share Equivalents (described in Article 3) from October 1, 2004 to January 1, 2006.  No grants of any kind were made under the Former Plan after January 1, 2006. The Former Plan was closed to new participants effective January 17, 2006.

This Plan applies only to Restricted Share Equivalents granted under the Former Plan between October 1, 2004 and January 1, 2006.  No grants will be made under this Plan.  The purpose of this amendment and restatement is to comply with Section 409A of the Internal Revenue Code and to delete now-obsolete Plan provisions.


ARTICLE 2
Definitions

Except as otherwise provided in the Plan or unless the context otherwise requires, the terms defined below shall have the following meanings under the Plan:

2.01
“Affiliate” -- the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.
   
2.02 “Beneficial Owner” and “Beneficially Owned” -- the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.
 
2.03
“Board” -- the Company’s Board of Directors.

2.04
“Change of Control” -- any of the following:

(a)
A corporation, person or group acting in concert, as described in Exchange Act Section 14(d)(2), holds or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of a number of preferred or common shares of the Company having 25% or more of the combined voting power of the Company’s then outstanding securities; or

(b)
There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than:

(i)  
a merger or consolidation immediately following which the individuals who constituted the Board immediately prior thereto constitute at least a majority of the board of
 
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    directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or

(ii)  
a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities;

(c)
A change occurs in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute a majority of the Board.  For purposes of the preceding sentence “Continuity Directors” shall mean those members of the Board who either: (1) were directors at the beginning of such consecutive 24-month period; or (2) were elected by, or on nomination or recommendation of, at least a majority of the Board (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company); or

(d)
The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets immediately following which the individuals who constituted the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to have   substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of the Company immediately following such transaction or series of transactions.
     
2.05 “Committee” -- the Corporate Governance Committee of the Board or any successor committee with responsibility for compensation of directors.
   
2.06            
“Common Stock” -- the common stock, par value $0.25 per share, of CIGNA Corporation.
   
2.07
“Company” -- CIGNA Corporation.
   
2.08   “Disability” -- a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code.
      
2.09             “Eligible Director” -- a person who (a) was elected to the Board after September 30, 1989 and before January 1, 2006; (b) served as a director for at least six months; and (c) for the ten-year period ending on the date such service began, was not an officer or employee of the Company or any of its Subsidiaries.

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2.10            Exchange Act” -- the Securities Exchange Act of 1934, as amended.

2.11             “Person” -- the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) the Company or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

2.12             “Plan” -- the CIGNA Restricted Share Equivalent Plan for Non-Employee Directors (Amended and Restated Effective January 1, 2008).

2.13             “Restricted Share Equivalent” -- a unit that represents a right to a cash payment equal to the value of one share of the Company’s Common Stock and a right to payment of hypothetical dividends, as described in Article 3.

2.14            “ Separation from Service ” -- an Eligible Director’s separation from service, within the meaning of Treasury Regulation Section 1.409A-1(h).  Generally, a Separation from Service occurs when a Director ceases to serve as a member of the Board or otherwise provide services to the Company or its affiliates.

2.15             “Subsidiary” -- any corporation of which more than 50% of the total combined voting power of all classes of stock entitled to vote, or other equity interest, is directly or indirectly owned by CIGNA Corporation; or a partnership, joint venture or other unincorporated entity of which more than a 50% interest in the capital, equity or profits is directly or indirectly owned by CIGNA Corporation; provided that such corporation, partnership, joint venture or other unincorporated entity is included in the Company’s consolidated financial statements under generally accepted accounting principles.


ARTICLE 3
Restricted Share Equivalents

3.01             Eligibility and Grant.    Each director who became an Eligible Director after October 1, 2004 but before January 17, 2006 received a grant of 4,500 Restricted Share Equivalents, effective as of the date the director became an Eligible Director.  All outstanding Restricted Share Equivalents were adjusted to reflect a three-for-one stock split on June 4, 2007, so that Eligible Directors with outstanding grants had 13,500 Restricted Share Equivalents as of the split effective date.

3.02             General.   The Company maintains an account on its books and records to record the number of Restricted Share Equivalents granted by the Company to Eligible Directors.  Subject to the provisions of Section 3.04 below, the restrictions set forth in Section 3.03 shall apply to each grant of Restricted Share Equivalents.  An Eligible Director’s right to receive plan payments represents an unsecured claim against CIGNA Corporation’s general assets.

3.03             Restrictions on Restricted Share Equivalents.   The following restrictions apply to Restricted Share Equivalents:
 
 
 
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(a)
Except as otherwise provided in Section 3.06, the Eligible Director shall not be entitled to the payment of the Restricted Share Equivalents until the date provided in Section 3.05;

(b)
None of the Restricted Share Equivalents may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of; and

(c)
All of the Restricted Share Equivalents shall be forfeited, and all rights of the Eligible Director to such Restricted Share Equivalents shall terminate without further obligation on the part of the Company, upon the Eligible Director’s ceasing to be a director of the Company before the date the Restricted Share Equivalents vest.

3.04    Vesting of Restricted Share Equivalents.

(a)
The Restricted Share Equivalents granted to an Eligible Director shall vest on the later of:

 
(1)
Six months after the date of grant; or
 
(2)
The earliest of:

 
(A)
The Eligible Director's ninth anniversary of continuous service as a director of the Company;
 
(B)
The Eligible Director's attainment of age 65;
 
(C)
The Eligible Director's Disability;
 
(D)
The Eligible Director's death; or
 
(E)
The occurrence of a Change of Control.

(b)
If an Eligible Director’s resignation is accepted because he or she failed to receive the required majority vote for reelection and his or her Restricted Share Equivalents have not yet vested pursuant to Section 3.04(a), then a pro-rated portion of the Eligible Director’s Restricted Share Equivalents shall automatically vest effective as of the date of such resignation, with the portion to vest determined by multiplying 13,500 (adjusted as needed after June 4, 2007 in accordance with Section 4.01) by the following fraction: the number of complete months the Eligible Director performed continuous service as a director of the Company divided by 108.  Any resulting fractional Restricted Share Equivalent shall be eliminated.

(c)
If an Eligible Director ceases to be a director of the Company before the vesting of Restricted Share Equivalents pursuant to Section 3.04(a) or (b), the Eligible Director shall immediately forfeit all unvested Restricted Share Equivalents, except to the extent a majority of the other members of the Board approves their vesting.

3.05             Payment of Vested Restricted Share Equivalents . The cash value of the vested Restricted Share Equivalents shall be determined as of the date of an Eligible Director’s Separation from Service by using the closing price on that date as reported on the Composite tape or successor means of publishing stock prices (or, if the Composite tape or successor publication is not published on the date of Separation from Service, the closing price for the next preceding date of publication).  The Company shall pay the resulting cash value in a lump sum to the Eligible Director (or the Eligible Director's beneficiary or estate, as the case may be) within 45 days of the Eligible Director's Separation from Service.  
 
 
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Notwithstanding the foregoing, if an Eligible Director is a specified employee within the meaning of Treas. Reg. sec. 1.409A-1(i) as of the date of Separation from Service, payment shall be made in a lump sum in the seventh month following Separation from Service. Restricted Share Equivalents will cease to be outstanding and an Eligible Director will cease to have any rights under them as of the date they are paid or forfeited.
 
3.06             Hypothetical Dividends.   Each year that a Restricted Share Equivalent is outstanding, a lump sum payment shall be made to the Eligible Director in an amount equal to any dividends declared and paid on one share of Company Common Stock in that year (to the extent the record date for any such actual dividend occurs while the Restricted Share Equivalent is outstanding).

Article 4
Miscellaneous

4.01             Adjustment in Event of Changes in Capitalization.   In the event of a combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure of the Company, the Board may make such equitable adjustments, to prevent dilution or enlargement of rights, as it may deem appropriate in the number of Restricted Share Equivalents.  Outstanding Restricted Share Equivalents shall be adjusted proportionally to reflect any recapitalization, stock split or stock dividend.  Any additional Restricted Share Equivalents issued as a consequence of any such changes in the corporate structure or shares of the Company shall be subject to the same restrictions and provisions applicable to the Restricted Share Equivalents with respect to which they are issued.

4.02             Termination or Amendment of the Plan.   The Board may at any time terminate the Plan and may from time to time alter or amend the Plan or any part hereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement) without shareholder approval, unless otherwise required by law or by the rules of the Securities and Exchange Commission or New York Stock Exchange.  No termination or amendment of the Plan may, without the consent of an Eligible Director, impair the rights of such director with respect to outstanding Restricted Share Equivalents.  

4.03             Administration.   The Plan is to be administered by the Committee.  The Committee shall have full power and authority to adopt, amend and rescind administrative guidelines, rules and regulations relating to this Plan, to interpret the Plan and to rule on any questions relating to any of its provisions, terms and conditions.

4.04             No Obligation to Nominate.   Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any director for reelection by the Company's shareholders.

4.05             Taxes and Withholding.   The Company shall have the right to withhold any taxes as required by law with respect to the cash value of the Restricted Share Equivalents.

4.06             Code Section 409A.    It is intended that the Plan comply with the requirements of Code Section 409A, and the Plan shall be so administered and interpreted.
 
 
 
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4.07             Effective Dates.   The Former Plan became effective as of September 30, 1989.  The effective date of this amended and restated Plan is January 1, 2008.

4.08             References.   All statutory and regulatory references in this Plan shall include successor provisions.

4.09             Controlling Law.   This   Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.

END OF DOCUMENT


 
 
 
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Exhibit 10.4

CIGNA Corporation Non-Employee Director Compensation Program
Amended and Restated Effective January 1, 2008


I . Board and Committee Retainers

Board retainer. Each Director receives $225,000 annually for Board membership. One third ($75,000) of the retainer is payable in cash and two-thirds ($150,000) of the retainer is payable in deferred stock units.
 
Committee member retainer. Each Director receives $10,000 annually for each committee membership.  The Committee member retainer is payable in cash. Committee chairs and members of the Executive Committee do not receive this retainer.
 
Committee chair retainer. Each committee chair other than the chair of the Executive Committee receives $15,000 annually payable in cash.


II. Payment of Retainers

All retainer payments are made quarterly .

Cash retainers (Board, committee member and committee chair). Cash retainers are paid during a quarter to Directors who are in active service at any time during that calendar quarter.

Unit portion of Board retainer .  Deferred stock units are awarded in the third month of a calendar quarter to Directors who are in active service at any time during that quarter. The number of units awarded is determined by dividing $37,500 by the closing price of CIGNA stock, as reported on the Composite Tape or successor means of publishing stock price (“Closing Price”) on the last business day of the second month of the quarter.  Fractional units are not awarded; the cash value of any fractional unit is accumulated together with dividend equivalents and treated as reinvested.

Dividend equivalents (an amount equal to the dividends declared and paid on a share of CIGNA stock) are credited on deferred stock units (to the extent the record date for any such actual dividend occurs while a deferred stock unit is outstanding), treated as reinvested in additional whole deferred stock units as described below, and tracked separately for each quarterly award.

For each quarterly unit award, effective as of each dividend payment date while a deferred stock unit is outstanding, the dividend equivalents and the cash value of the fractional units (residual value) are added together and treated as reinvested in additional deferred stock units.  The number of resulting additional units is determined by dividing the amount to be reinvested by the dividend reinvestment price.  The
 
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dividend reinvestment price is provided by CIGNA’s Transfer Agent and is the price used under the CIGNA Dividend Reinvestment Plan for reinvestment of actual dividends for CIGNA shareholders who participate in that plan.  The cash value of any resulting fractional unit is treated as residual value and is applied to the next reinvestment of dividend equivalents.

The cash value of an award of deferred stock units (including deferred stock units resulting from the reinvestment of related dividend equivalents) plus any remaining residual cash is payable upon the earlier of: (a) the Director’s separation from service (within the meaning of Treas. Reg. §1.409A-1(h) or any successor provision), or (b) the third anniversary of the award date.  Payments to be made upon separation from service shall be made in a lump sum in the third month of the calendar quarter following the quarter in which separation from service occurs.   Payments to be made upon the third anniversary of the award date shall be made in a lump sum in the third month of the calendar quarter in which the third anniversary of the award date occurs.

The value of each deferred stock unit at payout is equal to the Closing Price on the last business day of the second month of the calendar quarter in which payment is made.  Deferred stock units cease to be outstanding and a director will cease to have any rights under them as of the date they are paid.
 
In the event of a combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in CIGNA’s corporate structure, the Board may make such equitable adjustments, to prevent dilution or enlargement of rights, as it may deem appropriate, in the number of deferred stock units outstanding.  Outstanding deferred stock units shall be adjusted proportionally to reflect any recapitalization, stock split or stock dividend.  Deferred stock units issued as a consequence of any such changes in CIGNA's corporate structure or shares shall be subject to the same restrictions and provisions applicable to the deferred stock units with respect to which they are issued .
 
Deferred compensation elections. Directors may elect to defer some or all of their compensation described above under the Deferred Compensation Plan for Directors of CIGNA Corporation.


III. Other Benefits

A. Benefits for Active Directors
 
·  
Basic Group-Term Life Insurance coverage.   Each Director is provided coverage in the amount of the annual Board retainer.

·  
Travel Accident Insurance coverage. Each Director is provided coverage in the amount of three times the annual Board retainer.
 
·  
Financial Planning. Directors may use the financial planning services available to CIGNA executive officers.   Any reimbursements paid to Directors under this
 
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  program shall be paid on or before March 15 of the year after the year the expense is incurred.

·  
Insurance. Directors may purchase or participate, on an after-tax basis, in life insurance, medical/dental care programs, long-term care, property/casualty personal lines and various other insurance programs available to CIGNA employees.

·  
Matching Gifts. Directors may participate in the matching charitable gift program available to CIGNA employees, under which up to $5,000 annually may be matched.

B. Post-Separation Benefits  

·  
Directors serving on January 1, 2006 are eligible, upon separation from service after nine years of service, to participate on an after-tax basis in medical/dental care programs available to retired employees for two years and to use the financial planning services available to active Directors (up to $5,000) for one year following separation from service.  These Directors are also provided $10,000 basic group term life insurance coverage for life.

·   
Directors who retired from service in 2005 are eligible to use the financial planning services available to active Directors for five years following separation from service, to participate for life in retiree medical/dental care programs on an after-tax basis and are provided $10,000 basic group term life insurance coverage for life.

·  
All Directors may, at their own expense and if otherwise eligible, also continue life insurance, long-term care insurance and property/casualty personal lines insurance pursuant to the terms of the applicable policies.

For all taxable post-separation benefits or reimbursements, the amount provided or eligible for reimbursement during a particular year may not affect the expenses eligible for reimbursement or benefits provided in any other year.  The reimbursement of an eligible expense is made on or before the last day of the year after the year in which the expense was incurred. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


IV. General

It is intended that this program comply with the requirements of Internal Revenue Code Section 409A, and the program shall be so administered and interpreted.
 
Notwithstanding any other provision of this program, if a Director is a specified employee (within the meaning of Treas. Reg. §1.409A-1(i) or any successor provision) as of the date of separation from service (within the meaning of Treas. Reg. §1.409A-1(h) or any successor provision), payments and taxable benefits due upon separation from
 
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service shall be delayed until the seventh month following the date of separation from service.
 
A Director’s right to receive program benefits represents an unsecured claim against CIGNA's general assets.   Except as otherwise permitted by applicable law,   no right to receive program payments shall be transferable or assignable by a Director or subject in any manner to anticipation, sale, alienation, pledge, encumbrance, attachment or garnishment by a Director’s creditors, and any such attempt shall be void and of no force or effect.
 
This program was originally effective January 1, 2006.
 
 
V.  Share Ownership Guidelines
 
Each Director is required to hold at least $250,000 worth of CIGNA stock, deferred stock units, Restricted Share Equivalents or a combination.  Each Director has three years from the time he or she joins the Board to meet these ownership guidelines.
 
 
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                                                                                                            Exhibit 10.8
 
CIGNA EXECUTIVE INCENTIVE PLAN
(Amended and Restated as of January 1, 2008)

ARTICLE 1
Statement of Purpose

The CIGNA Executive Incentive Plan is intended to provide annual incentive bonuses to executive officers of the Company if annual performance goals are achieved. The Plan is also intended to qualify as a performance-based compensation plan under Sections 162(m) and 409A of the Internal Revenue Code.

ARTICLE 2
Definitions

The terms used in this Plan include the feminine as well as the masculine gender and the plural as well as the singular, as the context in which they are used requires.  The following terms, unless the context requires otherwise, are defined as follows:

2.1
“Award” means the incentive compensation determined by the Committee under Section 4.3 of the Plan.

2.2
“Board” means the CIGNA board of directors.

2.3
“CIGNA” means CIGNA Corporation, a Delaware corporation, or any successor.

2.4
“CIGNA LTIP” means the CIGNA Long-Term Incentive Plan, or any successor plan under which grants of Common Stock are authorized.

2.5
“Code” means the Internal Revenue Code of 1986, as amended.

2.6
“Committee” means the People Resources Committee of the Board or any successor committee with responsibility for employee compensation, or any subcommittee, as long as the number of Committee members and their qualifications shall at all times be sufficient to meet the requirements for “outside directors” under Section 162(m), as in effect from time to time.

2.7
“Common Stock” means CIGNA common stock other than Restricted Stock.

2.8
“Company” means CIGNA and/or its Subsidiaries.

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2.9
“Deferred Compensation Plan” means the CIGNA Deferred Compensation Plan of 2005, a similar or successor plan, or other arrangement for the deferral of compensation specified by the Committee that satisfies the requirements of Section 409A.

2.10
“Disability” means permanent and total disability as defined in Code Section 22(e)(3).

2.11
“Employer” means the Company that employs a Participant during a Performance Period.

2.12
“Executive Officer” means any Company employee who is an “executive officer” as defined in Rule 3b-7 promulgated under the Securities Exchange Act of 1934.

2.13
“Participant” means an employee described in Article 3 of the Plan.

2.14
"Peer Group" means a group of companies, selected by the Committee, whose financial performance is compared to CIGNA Corporation’s.

2.15
"Performance Measures" means the measures to be used to assess the Company’s performance with respect to Awards under the Plan.  The measures shall be one or more of the following: earnings (total or per share); net income (total or per share); growth in net income (total or per share); income from selected businesses (total or per share); growth in net income or income from selected businesses (total or per share); pre-tax income or growth in pre-tax income; profit margins; revenues; revenue growth; premiums and fees; growth in premiums and fees; membership; membership growth; market share; change in market share; book value; total shareholder return; stock price; change in stock price; market capitalization; change in market capitalization; return on market value; shareholder equity (total or per share); return on equity; assets; return on assets; capital; return on capital; economic value added; market value added; cash flow; change in cash flow; expense ratios or other expense management measures; medical loss ratio; ratio of claims or loss costs to revenues; satisfaction – customer, provider, or employee; service quality; productivity ratios or other measures of operating efficiency; and accuracy of claim processing or other measures of operational effectiveness.  The Committee may specify any reasonable definition of the measures it uses.  Such definitions may provide for reasonable adjustments to the measures and may include or exclude items, including but not limited to:  realized investment gains and losses; special items identified in the company’s reporting; extraordinary, unusual or non-recurring items; effects of accounting changes, currency fluctuations, acquisitions, divestitures, reserve strengthening, or financing activities; expenses for restructuring or productivity initiatives; and other non-operating items.

2.16
"Performance Objectives" means the written objective performance goals applicable to performance conditions for Awards under the Plan.  To the extent required by Code Section 162(m), the Performance Objectives shall be stated in terms of one or more
 
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  Performance Measures.  Performance Objectives may be for the Company as a whole, for one or more of its subsidiaries, business units, lines of business or for any combination of the foregoing and may be absolute or may require comparing the Company's financial performance to that of a Peer Group or of a specified index or indices, or be based on a combination of the foregoing.

2.17
“Performance Period” means the period for which an Award may be made.  Unless otherwise specified by the Committee, the Performance Period shall be a calendar year.

2.18
“Plan” means the CIGNA Executive Incentive Plan (Amended and Restated as of January 1, 2008), as it may be amended from time to time.  This Plan is deemed to be a Qualifying Plan under Section 9.1 of the CIGNA LTIP.

2.19
“Restricted Stock” means CIGNA common stock that is subject to restrictions on sale, transfer, or other alienation for a period specified by the Committee.

2.20
“Retirement” means a Termination of Employment, after appropriate notice to the Company, (a) on or after age 65 with eligibility for immediate annuity benefits under a qualified pension or retirement plan of the Company, or (b) upon such terms and conditions approved by the Committee, or officers of the Company designated by the Board or the Committee.

2.21
“SEC” means the Securities and Exchange Commission.

2.22
“Section 162(m)” means Code Section 162(m).

2.23
“Section 409A” means Code Section 409A.

2.24
“Subsidiary” means any corporation of which more than 50% of the total combined voting power of all classes of stock entitled to vote, or other equity interest, is directly or indirectly owned by CIGNA; or a partnership, joint venture or other unincorporated entity of which more than a 50% interest in the capital, equity or profits is directly or indirectly owned by CIGNA; provided that such corporation, partnership, joint venture or other unincorporated entity is included in the Company’s consolidated financial statements under generally accepted accounting principles.

2.25
“Termination of Employment” means (a) the termination of the Participant's active employment relationship with the Company, unless otherwise expressly provided by the Committee, or (b) the occurrence of a transaction by which the Participant's employing Company ceases to be a Subsidiary.

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ARTICLE 3
Participation

Any Executive Officer designated by the Committee shall be a Participant in the Plan and shall continue to be a Participant until any Award he may receive has been paid or forfeited under the terms of the Plan.

ARTICLE 4
Incentive Awards

4.1             Objective Performance Goals.   The Committee shall establish Performance Objectives for a Performance Period not later than 90 days after the beginning of the Performance Period or by some other date required or permitted under Section 162(m).  The Performance Objectives need not be the same for different Performance Periods and for any Performance Period may be stated separately for one or more of the Participants, collectively for the entire group of Participants, or in any combination of the two.

4.2             Performance Evaluation.   Within a reasonable time after the close of a Performance Period, the Committee shall determine whether the Performance Objectives established for that Performance Period have been met.  If the Performance Objectives established by the Committee have been met, the Committee shall so certify in writing to the extent required by Code Section 162(m).

4.3             Award.   If the Committee has made the written certification under Section 4.2 for a Performance Period, each Participant to whom the certification applies shall be eligible for an Award for that Performance Period.  The maximum Award for each such Participant shall consist of (a) cash in the amount of $3 million and (b) in lieu of additional cash, 225,000 (after adjustment for the 3-for-1 stock split effective June 4, 2007) shares of Common Stock to be paid under Article 9 of the CIGNA LTIP.  For any Performance Period, however, the Committee shall have the sole and absolute discretion to reduce the amount of, or eliminate entirely, the Award to one or more of the Participants.  Payment of all or part of an Award in Common Stock shall be made under and subject to the terms and conditions of the CIGNA LTIP and the applicable grant.  In the event of a stock dividend, stock split, or other subdivision or combination of the Common Stock, the number of shares of Common Stock that a Participant may receive as an Award under the Plan will be adjusted accordingly.  If the outstanding shares of Common Stock are changed or converted into, exchanged or exchangeable for, a different number or kind of shares or other securities of CIGNA or of another corporation, by reason of a reorganization, merger, consolidation, reclassification or combination, the Committee shall make an appropriate adjustment in the number and/or kind of shares that may be awarded under this Plan.

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4.4           Payment of the Award.

(a)
Payment of an Award in the form of cash or Common Stock shall be made on or before March 15, but no earlier than January 1, of the calendar year following the close of the Performance Period.  CIGNA Corporation shall issue and deposit any Award in the form of Common Stock into the stock account maintained for the Participant under the CIGNA LTIP.

(c)
The Participant may, in accordance with Section 409A, voluntarily defer receipt of an Award in the form of cash or Common Stock under the terms of the Deferred Compensation Plan.  Any interest rate or hypothetical investment return credited on a voluntarily deferred Award shall be one that will produce a rate of return not considered to be an impermissible increase in compensation under Section 162(m).

(d)
The Employer shall have the right to deduct from any cash Award any applicable Federal, state and local income and employment taxes and any other amounts that the Employer is required to deduct.  Deductions from an Award in the form of Common Stock shall be governed by Section 15.6 of the CIGNA LTIP and the terms of the Award.

4.5           Eligibility for Payments.

(a)
Except as otherwise provided in this Section 4.5, a Participant shall be eligible to receive an Award for a Performance Period only if the Participant is employed by the Company continuously from the beginning of the Performance Period to the date of payment of the Award.

(b)
Under paragraph 4.5(a), a leave of absence that lasts less than three months and that is approved in accordance with applicable Company policies is not a break in continuous employment.  In the case of a leave of absence of three months or longer, the Committee shall determine whether the leave of absence constitutes a break in continuous employment.

(c)
If a Participant’s Termination of Employment occurs after the end of a Performance Period but before the Committee makes an Award under Section 4.3, and the Termination of Employment is on account of Retirement, death or Disability, the Committee shall determine whether to make such an Award to or on behalf of the Participant.

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ARTICLE 5
Administration

5.1             General Administration.   The Plan is to be administered by the Committee, subject to such requirements for review and approval by the Board as the Board may establish.  Subject to the terms and conditions of the Plan, the Committee is authorized and empowered in its sole discretion to select Participants and to make Awards in such amounts and upon such terms and conditions as it shall determine.

5.2             Administrative Rules.   The Committee shall have full power and authority to adopt, amend and rescind administrative guidelines, rules and regulations pertaining to this Plan and to interpret the Plan and rule on any questions respecting any of its provisions, terms and conditions.

5.3             Committee Members Not Eligible.   No member of the Committee shall be eligible to participate in this Plan.

5.4             Decisions Binding.   All decisions of the Committee concerning this Plan shall be binding on CIGNA and its Subsidiaries and their respective boards of directors, and on all Participants and other persons claiming rights under the Plan.

5.5             Section 162(m); Shareholder Approval.   Awards under this Plan are intended to satisfy the applicable requirements for the performance-based compensation exception under Section 162(m).  It is intended that the Plan be administered, interpreted and construed so that Award payments remain tax deductible to the Company.  Any Awards under this Plan shall be contingent upon shareholder approval of the Plan in accordance with Section 162(m) and applicable Treasury regulations.  Unless and until such shareholder approval is obtained, no Award shall be made under this Plan.

ARTICLE 6
Amendments; Termination

The Plan may be amended or terminated by the Board or Committee.  All amendments to this Plan, including an amendment to terminate the Plan, shall be in writing.  An amendment shall not be effective without the prior approval of the shareholders of CIGNA Corporation if such approval is necessary to continue to qualify Awards as performance-based compensation under Section 162(m), or otherwise under Internal Revenue Service or SEC regulations, the rules of the New York Stock Exchange or any other applicable law or regulations.  Unless otherwise expressly provided by the Board or Committee, no amendment to this Plan shall apply to Awards made before the effective date of the amendment.  A Participant’s rights with respect to any Awards made to him may not be abridged by any amendment, modification or termination of the Plan without his individual consent.

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ARTICLE 7
Other Provisions

7.1             Duration of the Plan.   The Plan shall apply to Awards for Performance Periods beginning after December 31, 2006 and shall remain in effect until all Awards made under this Plan have been paid or forfeited under the terms of this Plan, and all Performance Periods related to Awards made under the Plan have expired.

7.2             Awards Not Assignable.   No Award, or any right thereto, shall be assignable or transferable by a Participant except by will or by the laws of descent and distribution.  Any other attempted assignment or alienation shall be void and of no force or effect.

7.3             Participant’s Rights.   The right of any Participant to receive any Award payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Employer. The Plan shall not create, nor be construed in any manner as having created, any right by a Participant to any Award for a Performance Period because of a Participant’s participation in the Plan for any prior Performance Period, or because the Committee has made a written certification under Section 4.2 of the Plan for the Performance Period.

7.4             Termination of Employment.   CIGNA and each Subsidiary retain the right to terminate the employment of any employee at any time for any reason or no reason, and an Award is not, and shall not be construed in any manner to be, a waiver of such right.

7.5             Successors .  Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of CIGNA’s business or assets, shall assume CIGNA’s liabilities under this Plan and perform any duties and responsibilities in the same manner and to the same extent that CIGNA would be required to perform if no such succession had taken place.

7.6             References .  All statutory and regulatory references in this Plan include successor provisions.

7.7             Controlling Law .  This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of law rules, to the extent not preempted by federal law, which shall otherwise control.
 
 
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Exhibit 10.9

CIGNA LONG-TERM INCENTIVE PLAN
(Amended and Restated Effective as of January 1, 2008)


ARTICLE 1
Statement of Purpose; Effect on Prior Plans

The CIGNA Long-Term Incentive Plan is intended to:

(a)
Provide key employees of the Company with an opportunity to acquire an equity interest in CIGNA Corporation, thereby increasing their personal interest in its continued success and progress;

(b)
Aid the Company in attracting and retaining employees of exceptional ability;

(c)
Supplement and balance the Company's salary and incentive bonus programs in support of CIGNA Corporation's long-term strategic plans and financial results;

(d)
Encourage decisions and actions by Company executives that are consistent with the long-range interests of CIGNA Corporation's shareholders.

This Plan is an amendment and restatement, effective January 1, 2008, of the Plan as the Plan was amended and restated effective January 1, 2005.  The purpose of this amendment and restatement is to comply with Code Section 409A.  This amended and restated Plan applies to all authorized awards made after December 31, 2007, as well as to Strategic Performance Units awarded between January 1, 2005 and December 31, 2007, and to dividends payable after 2007 on outstanding Restricted Stock grants made before 2008.

On April 27, 2005, CIGNA Corporation shareholders adopted the Plan, as it was amended and restated effective January 1, 2005.  As of April 27, 2005, the number of shares of Common Stock authorized for issuance under the CIGNA Corporation Stock Plan (approved by CIGNA Corporation shareholders at the CIGNA Corporation Annual Meeting on April 24, 1991) in excess of the number of shares reserved for awards that had been made under that plan were transferred into this Plan and became available for grant under this Plan.  From and after April 27, 2005, no further awards may be made under the CIGNA Corporation Stock Plan.

 
 
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ARTICLE 2
Definitions

Except as otherwise provided in the Plan or unless the context otherwise requires, the terms defined below shall have the following meanings under the Plan:

2.1
"Affiliate" -- the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

2.2
"Beneficial Owner" and "Beneficially Owned" -- the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

2.3
"Board" -- the board of directors of CIGNA Corporation or any duly authorized committee of that board.

2.4
"CEO" -- the Chief Executive Officer of CIGNA Corporation.

2. 5             "Change of Control" -- any of the following:

 
(a)
A corporation, person or group acting in concert, as described in Exchange Act Section 14(d)(2), holds or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of a number of preferred or common shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or

 
(b)
There is consummated a merger or consolidation of CIGNA Corporation   or any direct or indirect subsidiary of CIGNA Corporation   with any other corporation, other than

(i)  
a merger or consolidation immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or

(ii)  
a merger or consolidation effected to implement a recapitalization of CIGNA Corporation   (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CIGNA Corporation   (not including in the securities Beneficially Owned by such Person any securities acquired directly from CIGNA Corporation   or its Affiliates) representing 25% or more of the combined voting power of CIGNA Corporation’s   then outstanding securities; or
 
 
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(c)
A change occurs in the composition of the Board at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute a majority of the Board.  For purposes of the preceding sentence "Continuity Directors" shall mean those members of the Board who either: (1) were directors at the beginning of such consecutive 24-month period; or (2) were elected by, or on nomination or recommendation of, at least a majority of the Board (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CIGNA Corporation); or

 
(d)
The shareholders of CIGNA Corporation   approve a plan of complete liquidation or dissolution of CIGNA Corporation   or there is consummated an agreement for the sale or disposition by CIGNA Corporation   of all or substantially all of CIGNA Corporation’s   assets, other than a sale or disposition by CIGNA Corporation   of all or substantially all of CIGNA Corporation's assets immediately following which the individuals who constituted the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CIGNA Corporation   immediately prior to such transaction or series of transactions continue to have   substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CIGNA Corporation immediately following such transaction or series of transactions.

2.6
"Code" -- the Internal Revenue Code of 1986, as amended.

2.7
"Committee" -- the Board's People Resources Committee or any successor committee with responsibility for compensation.

2.8
"Common Stock" -- the common stock, par value $0.25 per share, of CIGNA Corporation.

2.9
"Company" -- CIGNA Corporation, a Delaware corporation, and/or its Subsidiaries.
 
 
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2.10
"Deferred Compensation Plan" -- a Company deferred compensation plan, or another arrangement of the Company which has been designated by the Committee as a "Deferred Compensation Plan" for purposes of this Plan.

2.11
"Disability" -- permanent and total disability as defined in Code Section 22(e)(3).

2.12
"Early Retirement" -- a Termination of Employment, after appropriate notice to the Company, (a) on or after a Participant has reached age 55 (but not age 65) and attained at least five years of service (as determined under the rules for counting vesting service under the CIGNA Pension Plan), or (b) upon such terms and conditions approved by the Committee or officers of the Company designated by the Board or the Committee.

2.13
"Eligible Employee" -- a salaried officer or other key employee of the Company.

2.14
"Exchange Act" -- the Securities Exchange Act of 1934, as amended.

2.15
"Expiration Date" -- the last date, specified in an Option or SAR grant, on which an Option or SAR may be exercised.

2.16
"Fair Market Value" -- the average of the highest and lowest quoted selling prices as reported on the Composite Tape (or any successor method of publishing stock prices) as of 4:00 p.m. Eastern time (or such other time as trading on the New York Stock Exchange may close) on the date as of which any determination of stock value is made.  If the Composite Tape (or any successor publication) is not published on that date, the determination will be made on the next preceding date of publication.  In the absence of reported Common Stock sales, the Committee will determine Fair Market Value by taking into account all facts and circumstances the Committee deems relevant, subject to the requirements of Code Section 409A.

2.17
"Incentive Stock Option" -- an Option described by Code Section 422(b).

2.18
"Nonqualified Option" -- an Option that is not an Incentive Stock Option.

2.19
"Option" -- a right granted under Article 5 to purchase one or more shares of Common Stock.

2.20
"Participant" -- an Eligible Employee who has received an award under the Plan.

2.21
"Payment" -- the compensation due a Participant, or Participant's estate, under Article 10 of the Plan on account of a grant of Performance Shares or Units.
 
 
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2.22
"Payment Date" -- the date that a Qualifying Plan payment is made (or would have been made if not deferred under Section 9.3).

2.23
"Peer Group" -- a group of companies, selected by the Committee, whose financial performance is compared to CIGNA Corporation’s.

2.24
"Performance Measures" -- the measures to be used to assess the Company’s performance with respect to Restricted Stock subject to performance conditions, Strategic Performance Units and Strategic Performance Shares.  The measures shall be one or more of the following: earnings (total or per share); net income (total or per share); growth in net income (total or per share); income from selected businesses (total or per share); growth in net income or income from selected businesses (total or per share); pre-tax income or growth in pre-tax income; profit margins; revenues; revenue growth; premiums and fees; growth in premiums and fees; membership; membership growth; market share; change in market share; book value; total shareholder return; stock price; change in stock price; market capitalization; change in market capitalization; return on market value; shareholder equity (total or per share); return on equity; assets; return on assets; capital; return on capital; economic value added; market value added; cash flow; change in cash flow; expense ratios or other expense management measures; medical loss ratio; ratio of claims or loss costs to revenues; satisfaction – customer, provider, or employee; service quality; productivity ratios or other measures of operating efficiency; and accuracy of claim processing or other measures of operational effectiveness.  The Committee may specify any reasonable definition of the measures it uses.  Such definitions may provide for reasonable adjustments to the measures and may include or exclude items, including but not limited to:  realized investment gains and losses; special items identified in the company’s reporting; extraordinary, unusual or non-recurring items; effects of accounting changes, currency fluctuations, acquisitions, divestitures, reserve strengthening, or financing activities; expenses for restructuring or productivity initiatives; and other non-operating items.

2.25
"Performance Objectives" -- the written objective performance goals applicable to performance conditions for Restricted Stock granted under Section 7.3 or Strategic Performance Shares or Strategic Performance Units granted under Section 10.1.  To the extent required by Code Section 162(m), the Performance Objectives shall be stated in terms of one or more Performance Measures.  Performance Objectives may be for the Company as a whole, for one or more of its subsidiaries, business units, lines of business or for any combination of the foregoing and may be absolute or may require comparing the Company's financial performance to that of a Peer Group or of a specified index or indices, or be based on a combination of the foregoing.
 
 
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2.26
"Performance Period" -- the period, specified by the Committee, during which Performance Objectives applicable to Strategic Performance Shares or   Strategic Performance   Units are measured.

2.27
"Person" -- the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of CIGNA Corporation or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of CIGNA Corporation in substantially the same proportions as their ownership of stock of CIGNA Corporation.

2.28
"Plan" -- the CIGNA Long-Term Incentive Plan.

2.29
"Prior Plan" -- the CIGNA Long-Term Incentive Plan as restated effective January 1, 2000 and as amended through July 2004.

2.30
"Qualifying Plan" -- any Company bonus plan, short-term or long-term incentive compensation plan, any other incentive compensation arrangement or any supplemental retirement benefit plan that is not tax qualified under the Code.

2.31
"Restricted Period" -- the period during which Common Stock is subject to restrictions under Section 7.2.

2.32
"Restricted Stock" -- Common Stock granted under Article 7 that remains subject to a Restricted Period.

2.33
"Retirement" -- a Participant’s Termination of Employment, after appropriate notice to the Company, on or after a Participant has reached age 65 and attained at least five years of service (as determined under the rules for counting vesting service under the CIGNA Pension Plan) or upon such other terms and conditions approved by the Committee, or officers of the Company designated by the Board or the Committee.

2.34
"SAR" -- a stock appreciation right granted under Article 6.

2.35
"SEC" -- the Securities and Exchange Commission.

2.36
"Strategic Performance Share" or "Performance Share" -- an amount of incentive opportunity available for award to a Participant for a specified Performance Period, with a value equal to the Fair Market Value of one share of Common Stock.
 
 
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2.37
"Strategic Performance Unit" or "Unit" -- the smallest amount of incentive opportunity available for award to a Participant for a specified Performance Period, with a target value of $75.00 per Unit unless a different target value is established by the Committee at the time a Unit award is made.

2.38
"Subsidiary" -- any corporation of which more than 50% of the total combined voting power of all classes of stock entitled to vote, or other equity interest, is directly or indirectly owned by CIGNA Corporation; or a partnership, joint venture or other unincorporated entity of which more than a 50% interest in the capital, equity or profits is directly or indirectly owned by CIGNA Corporation; provided that such corporation, partnership, joint venture or other unincorporated entity is included in the Company’s consolidated financial statements under generally accepted accounting principles.

2.39
"Termination for Cause" -- a Termination of Employment initiated by the Company on account of the conviction of an employee of a felony involving fraud or dishonesty directed against the Company.

2.40
"Termination of Employment" -- the termination of the Participant's employment relationship with the Company (unless otherwise expressly provided by the Committee) or a transaction by which the Participant's employing Company ceases to be a Subsidiary.

2.41
"Termination Upon a Change of Control" -- a Termination of Employment upon or within two years after a Change of Control (a) initiated by the Company or a successor other than a Termination for Cause or (b) initiated by a Participant after determining in the Participant’s reasonable judgment that there has been a material reduction in the Participant’s authority, duties or responsibilities, any reduction in the Participant’s compensation, or any change caused by the Company in the Participant’s office location of more than 35 miles from its location on the date of the Change of Control.

2.42
"Vesting Percentage" -- the ratio, determined by the Committee, of Performance Shares payable under Section 10.3 to Performance Shares granted under Section 10.1.


ARTICLE 3
Participation

3.1             Participation.   An Eligible Employee who receives an authorized award under the Plan shall become a Participant upon receipt of the award.

3.2      Directors.   Members of the Board who are not employed by the Company are not eligible to participate in the Plan.

 
 
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ARTICLE 4
Authorized Incentive Awards

4.1   Authorized Awards.   The Plan’s authorized awards are: (a) Options (including Incentive Stock Options); (b) SARs; (c) Restricted Stock; (d) dividend equivalent rights; (e) Common Stock in lieu of cash or other awards payable under a Qualifying Plan; (f) Strategic Performance Shares; and (g) Strategic Performance Units.

4.2   General Powers of the Committee.   Subject to the requirements of the Plan and Delaware law, the Committee may in its sole discretion select Participants, grant them any authorized awards in amounts and combinations, and upon terms and conditions, as it shall determine, and exercise any other authority granted to the Committee under the Plan.   The Committee may delegate to the CEO or the CEO’s designee any such authority; however, no power or authority delegated by the Committee under the Plan may be exercised (a) to affect the terms and conditions of an award made to anyone subject to the requirements of Section 16(a) of the Exchange Act or (b) as to matters reserved to the Board under the Delaware General Corporation Law.

4.3             General Powers of the CEO.   Subject to the requirements of Delaware law, the CEO shall have the authority and discretion to select Participants and grant them any authorized awards in amounts and combinations and upon terms and conditions as the CEO shall determine, subject to the same limitations and provisions that apply under the Plan to the Committee, and also subject to the following:

(a)
The CEO may not grant any awards to or for the benefit of (1) members of the Board or (2) anyone subject to the requirements of Exchange Act Section 16(a);

(b)
The CEO must be a member of the Board when the CEO grants any award under the Plan and must be properly empowered by the Board to grant such award; and

(c)
The total number of shares of Common Stock which may be issued pursuant to awards granted under this Section 4.3 is limited to a maximum of 10% of the number of shares of Common Stock authorized to be issued under the Plan.

4.4             Term Limit.   No awards may be made under this Plan after December 31, 2014.

 
 
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ARTICLE 5
Stock Options

5.1             General.   Subject to any Plan limitations and provisions, the Committee may grant Options to Eligible Employees upon terms and conditions that it may establish, including restrictions on the right to exercise Options.  However, no Option shall be exercisable by a Participant within one year after the Option grant date, except as provided under the Plan or the terms of the Option grant upon a Participant’s Termination of Employment due to death, Disability, Early Retirement or Retirement or a Participant’s Termination Upon a Change of Control.

5.2      Option Price.   The exercise price per share of any Option shall not be less than the Fair Market Value on the grant date.  The Option price may be paid in cash or, if the Committee so provides, in Common Stock.  Common Stock used to pay the Option price shall be valued using the Fair Market Value on the Option exercise date.

5.3             Maximum Term.   No Expiration Date shall be more than 10 years after the Option grant date.  Under Section 5.5, an Option may expire earlier than the Expiration Date specified in the Option grant.

5.4             Leave of Absence.   Unless otherwise expressly provided by the Committee, no Option may be exercised during a leave of absence except to the extent exercisable immediately before the start of the leave.  Termination of Employment during a leave of absence shall be treated under Section 5.5 the same as Termination of Employment during a period of active employment.

5.5
Expiration of Options.

(a)  
Except as provided elsewhere in Section 5.5, any outstanding Option held by a Participant at Termination of Employment shall expire on the date of Termination of Employment.

(b)  
Any outstanding Option held by a Participant at Termination Upon a Change of Control shall:

(1)  
Become exercisable no later than the date of the Participant’s Termination of Employment to the extent not already exercisable; and

(2)  
Expire on the earlier of 3 months from the date of Termination of Employment or the Expiration Date.

(c)  
Any outstanding Option held by a Participant at Termination of Employment due to death, Disability, Early Retirement or Retirement shall become or remain exercisable in accordance with the terms and conditions established by the Committee at the time of grant.
 
 
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5.6       No Repricing; No Automatic Option Grants (Reloads).   Without prior approval of CIGNA Corporation shareholders, the Committee may not:

(a)
Cancel a previously granted Option and grant a replacement Option if the new Option exercise price is lower than that of the canceled Option;

(b)
Provide for any automatic grant of a new Option upon a Participant’s exercise of any Option granted under the Plan; or

(c)
Amend an Option to lower the Option exercise price, except for adjustments required or otherwise made under Article 12, or take any other action that could constitute a repricing.

5.7             Incentive Stock Options.   The following terms and conditions shall apply to any Options granted under the Plan that are identified as Incentive Stock Options.

(a)  
Incentive Stock Options may be granted only to Eligible Employees who are employed by CIGNA Corporation or a corporation that is either a direct Subsidiary or an indirect Subsidiary through an unbroken chain of corporations.

(b)  
No Incentive Stock Option may be granted after December 31, 2014.

(c)  
No Incentive Stock Option may be granted to any person who, at the time of grant, owns (or is deemed to own under Code Section 424(d)) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of CIGNA Corporation or a Subsidiary, unless the Option exercise price is at least 110% of the Fair Market Value on the grant date of the stock subject to the Option and the Option by its terms is not exercisable after the expiration of five years after the Option grant date.

(d)  
To the extent that the aggregate Fair Market Value of stock with respect to which the Incentive Stock Options first become exercisable by a Participant in any calendar year exceeds $100,000 (taking into account both Common Stock subject to the Incentive Stock Options under this Plan and stock subject to Incentive Stock Options under all other Company plans, if any), such Options shall be treated as Nonqualified Options.  For this purpose the Fair Market Value of the stock subject to Options shall be determined as of the date the Options were awarded.  In reducing the number of options treated as Incentive Stock Options to meet the $100,000 limit, the most recently granted Options shall be reduced first.  To the extent a reduction of simultaneously granted Options is necessary to meet the $100,000 limit, the Committee may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an Incentive Stock Option.
 
 
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(e)
Any grant of Incentive Stock Options shall include whatever terms and conditions are required to meet the requirements of Code Section 422.


ARTICLE 6
Stock Appreciation Rights

6.1             General.   Subject to any Plan limitations and provisions, after January 1, 2005 the Committee may grant SARs to Eligible Employees upon terms and conditions it may establish, including restrictions on the right to exercise SARs.  However, no SAR shall be exercisable by a Participant within one year after the SAR grant date, except as provided under the Plan or the terms of the SAR grant upon a Participant’s Termination of Employment due to death, Disability, Early Retirement or Retirement or a Participant’s Termination Upon a Change of Control.

6.2             Maximum Term.   No SAR shall be exercisable more than 10 years after the SAR grant date.  Under Section 6.5, an SAR may expire earlier than the expiration date specified in the SAR grant.

6.3             SAR Exercise.   The SAR shall entitle the Participant to receive upon exercise of the SAR, without payment to the Company, a whole number of shares of Common Stock determined by multiplying (a) and (b) and dividing the result by (c):

(a)
Total number of shares subject to the SAR that the Participant designates for SAR exercise, up to the maximum number available for exercise as of the SAR exercise date;

(b)
Excess of (1) the Fair Market Value of a share of Common Stock on the SAR exercise date over (2) the Fair Market Value of a share of Common Stock on the grant date of the SAR; and

(c)
Fair Market Value of a share of Common Stock on the SAR exercise date.

Any fractional share of Common Stock resulting from this calculation shall be ignored.

Upon exercise of an SAR, the number of shares that the Participant designates for exercise will be subtracted from the number of shares available under the SAR immediately before the SAR exercise to determine the remaining number of shares, if any, that the Participant may designate for any future exercise of the SAR.

6.4             Leave of Absence.   Unless otherwise expressly provided by the Committee, no SAR may be exercised during a leave of absence except to the extent exercisable immediately before the start of the leave.  Termination of Employment during a leave of absence shall be treated under Section 6.5 the same as Termination of Employment during a period of active employment.
 
 
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6.5
Expiration of SARs.

(a)
Except as provided elsewhere in Section 6.5, any outstanding SAR held by a Participant at Termination of Employment shall expire on the date of Termination of Employment.

(b)
Any outstanding SAR held by a Participant at Termination Upon a Change of Control shall:

 
(1)
Become exercisable no later than the date of the Participant’s Termination of Employment to the extent not already exercisable; and

 
(2)
Expire on the earlier of 3 months from the date of Termination of Employment or the SAR Expiration Date.

(c)
Any outstanding SAR held by a Participant at Termination of Employment due to death, Disability, Early Retirement or Retirement shall become or remain exercisable in accordance with the terms and conditions established by the Committee at the time of grant.

6.6             No Repricing; No Automatic SAR Grants (Reloads).   Without prior approval of CIGNA Corporation shareholders, the Committee may not:

(a)
Cancel a previously granted SAR and grant a replacement SAR if the Fair Market Value on date of grant of the new SAR is lower than the Fair Market Value on date of grant of the canceled SAR;

(b)  
Provide for any automatic grant of a new SAR upon a Participant’s exercise of any SAR granted under the Plan; or

(c)
Amend a SAR to lower the SAR exercise price, except for adjustments required or otherwise made under Article 12, or take any other action that could constitute a repricing.


ARTICLE 7
Restricted Stock Grants

7.1             General.   Subject to any limitations and provisions in the Plan, the Committee may grant Restricted Stock to Eligible Employees upon terms and conditions it may establish.  The consideration for a Restricted Stock grant may be solely in the form of the recipient's services rendered to the Company, or it may be any other lawful form of consideration the Committee may determine.
 
 
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7.2             Restricted Period.   Except as provided below, Restricted Stock shall not be sold, transferred, assigned, pledged or otherwise disposed of by the Participant during the Restricted Period established by the Committee.  The Committee may establish different Restricted Periods and different restriction terms for shares contained in a single Restricted Stock grant.  No more than 5% of the Restricted Stock granted under the Plan shall have a Restricted Period less than three years.

7.3             Performance Conditions.   The Committee may grant Restricted Stock that is subject to performance conditions, as follows:

(a)
Restricted Stock may automatically be forfeited to the Company at the end of the Restricted Period unless, and to the extent that, the Company meets specified Performance Objectives; or

(b)
The Restricted Period applicable to Restricted Stock may end earlier if, and to the extent that, the Company meets specified Performance Objectives.

If the Committee grants Restricted Stock subject to performance conditions, at the time of grant the Committee shall establish the applicable Performance Measures, Performance Objectives, vesting schedule and, if the Performance Objectives require comparing the Company's financial results to those of a Peer Group, the composition of the Peer Group.  To the extent required by Code Section 162(m), before the vesting of any Restricted Stock subject to performance conditions, the Committee shall certify in writing that the Performance Objectives established at time of grant have been met.  The Committee may establish different performance conditions for shares contained in a single Restricted Stock grant.  No Eligible Employee may receive more than 450,000 shares (after adjustment for the 3-for-1 stock split effective June 4, 2007) of Restricted Stock with performance conditions during any calendar year.

7.4             Issuance; Voting Rights; Dividends.   Restricted Stock granted to a Participant shall be issued by the Company as of the date of the grant.  During the Restricted Period, the Participant shall be entitled to vote the shares.  The Committee may provide for the current or deferred payment, as described below, of dividends on shares of Restricted Stock to the holders of such shares.  Unless the Committee (or CEO) provides in the applicable Restricted Stock grant document at the time of grant that dividend payments are to be deferred, such payments will be made at least annually in each year that the Restricted Stock is outstanding in an amount equal to the number of shares of outstanding Restricted Stock multiplied by the amount of any dividend declared and paid on one share of Common Stock in that year, to the extent the Restricted Stock is outstanding on each such dividend record date.  Restricted Stock shall be considered outstanding for this purpose until the earlier of the lapse of the applicable Restricted Period or the date the Restricted Stock is forfeited under the terms of the Plan.  If the Committee (or CEO) provides that dividend payments are to be deferred, the Committee (or CEO) shall specify in the grant document the time and form of payment of the deferred dividends in a manner that complies with the requirements of Code Section 409A and the regulations thereunder.  Shares issued as a result of stock dividends, splits or reclassifications, to the extent the issued shares relate to Restricted Stock, shall be subject to the same limitations, restrictions and provisions that are applicable to the related Restricted Stock.
 
 

 
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7.5           Termination of Employment.

(a)
Except as provided below, Restricted Stock (and all related rights) held by a Participant at Termination of Employment during a Restricted Period shall be forfeited to the Company immediately upon Termination of Employment (unless otherwise expressly provided by the Committee).

(b)
If a Participant's Termination of Employment during a Restricted Period is due to Early Retirement or Retirement, the Committee or its designee (in the sole discretion of either) may provide before the Participant's Termination of Employment that the Restricted Period applicable to any Restricted Stock held by the Participant shall lapse immediately upon the Participant's Termination of Employment.

(c)
If a Participant’s Termination of Employment during a Restricted Period is a Termination Upon a Change of Control or is due to death or Disability, the Restricted Period applicable to any Restricted Stock held by the Participant shall lapse immediately on date of Termination of Employment.

7.6             Leave of Absence.   The Committee shall determine the effect of approved leaves of absence on applicable Restricted Periods.  No Restricted Period, however, may lapse during an approved leave of absence unless expressly provided by the Committee.

ARTICLE 8
Dividend Equivalent Rights

8.1             General.   Subject to the limitations and provisions of the Plan, the Committee may grant dividend equivalent rights to Eligible Employees upon terms and conditions it may establish.  The consideration for stock issued pursuant to dividend equivalent rights may be solely in the form of the recipient's services rendered to the Company, or it may be any other lawful form of consideration as the Committee may determine.

  8.2             Rights and Options or SARs.   Each right may relate to a specific Option or SAR granted under the Plan and may be granted to the Option or SAR holder at the same time as the Option or SAR grant or later, or each right may be independent of any Option or SAR.  No payment pursuant to a right that relates to a specific Option or SAR granted under this Plan shall be contingent upon the exercise of such related Option or SAR.

8.3             Nature of Rights.   The right shall entitle a holder to receive, for a period of time determined by the Committee and specified in the applicable grant document at the time of grant of such right, a payment or payments, as described in Section 8.4.  If the right relates to a specific Option or SAR, the period shall not extend beyond the earlier of the date the Option or SAR is exercised or the Option or SAR Expiration Date.
 
 
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8.4             Payments.   The Committee shall determine at time of grant whether payment pursuant to a right shall be made in cash or Common Stock, or a combination of both.  Unless the Committee (or CEO) provides in the applicable grant document that payments are to be deferred, payments will be made at least annually in each year that the right is outstanding in an amount equal to the number of outstanding rights multiplied by the amount of any dividend declared and paid on one share of Common Stock in that year, to the extent the right is outstanding on each such dividend record date.  A dividend equivalent right shall cease to be outstanding on the earlier of the end of the time period specified by the Committee in the applicable grant document or the date such right is forfeited under the terms of the Plan.  If the Committee (or CEO) provides that the payments are to be deferred, the Committee (or CEO) shall specify in the grant document the time and form of payment in a manner that complies with the requirements of Code Section 409A and the regulations thereunder.

8.5       Termination of Employment.   Any dividend equivalent right held by a Participant at Termination of Employment for any reason shall be forfeited to the Company immediately upon Termination of Employment, unless otherwise expressly provided by the Committee.


ARTICLE 9
Common Stock in Place of Other Awards

9.1             General.   The Committee may grant an Eligible Employee Common Stock instead of all or a portion (determined by the Committee) of an award otherwise payable under a Qualifying Plan.  The grant shall be for a number of shares of Common Stock that have an aggregate Fair Market Value, determined as of the Payment Date, that most closely approximates, but does not exceed, the dollar amount of the award being replaced by the Common Stock if made in cash.

9.2             Death; Termination of Employment.    Unless the Committee, in its sole discretion, provides otherwise, a Common Stock grant approved under Section 9.1 for a Participant whose Termination of Employment occurs before the Payment Date shall still be granted.  If the reason for Termination of Employment is the Participant's death,   however, the Common Stock grant shall automatically be canceled, and the award payment shall be made in accordance with the terms of the Qualifying Plan.

9.3             Deferral of Payments.   A Common Stock grant approved under Section 9.1 shall be deferred if the Participant had made a timely election to defer the underlying award under a Deferred Compensation Plan, subject to the provisions of the Deferred Compensation Plan and Code Section 409A, if applicable.  Common Stock that would have been issued but for deferral under this provision shall be issued under this Plan at the end of the deferral period.
 

 
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ARTICLE 10
Strategic Performance Units; Strategic Performance Shares

10.1           Award of Units and Shares.

(a)
The Committee may in its sole discretion grant Strategic Performance Shares, Strategic Performance Units or both to Eligible Employees selected for participation for a Performance Period.

(b)
The Committee, the CEO or the CEO’s designee may grant Strategic Performance Shares (subject to the requirements of Delaware law), Strategic Performance Units, or both to a person who becomes an Eligible Employee during a Performance Period as long as any such   grant made by the CEO or the CEO’s designee is (1) in accordance with guidelines approved by the Committee or (2) subject to ratification by the Committee before any resulting Payment is made.

(c)
During any calendar year an Eligible Employee may receive no more than 100,000 Performance Shares (before adjustment for the 3-for-1 stock split effective June 4, 2007) or 100,000 Units, or a combination of 100,000 Performance Shares (before adjustment the 3-for-1 stock split effective June 4, 2007) and Units.  After adjustment for the 3-for-1 stock split effective June 4, 2007, (1) the maximum number of Performance Shares that an Eligible Employee may receive during any calendar year is 300,000, and (2) when an Eligible Employee receives a combination of Performance Shares and Units, each Unit awarded shall reduce the maximum number of awardable Performance Shares by three and every three Performance Shares awarded shall reduce the maximum number of awardable Units by one.  For example, if an Eligible Employee is awarded 50,000 Units in a calendar year, the maximum number of awardable Performance Shares the Eligible Employee could receive for that year is 150,000.

10.2             Performance Goals; Financial Measures.   When the Committee grants   Performance Shares or Units for a particular Performance Period, it shall:

(a)
Establish in writing the Performance Objectives and the Performance Measures applicable to the Performance Period;

(b)
Determine the length of the Performance Period and, if the Performance Objectives require comparing the Company's financial results to those of a Peer Group, the composition of the Peer Group; and
 
 
 
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(c)
Determine the formula or method for determining the Vesting Percentage for Performance Shares and the value of Units.

10.3             Vesting Percentage; Value of Units.   After the close of the Performance Period, the Committee will determine the preliminary Vesting Percentage and/or Unit value based on the applicable formula or method under Section 10.2(c).  The preliminary Vesting Percentage and/or Unit value may be adjusted downward by the Committee based upon the Committee's evaluation of CIGNA Corporation's strategic accomplishments over the Performance Period.  The final Vesting Percentage shall not exceed 200%, and the final Unit value shall not exceed $200.00.  To the extent required by Code Section 162(m), before Payment of any Performance Share or Unit, the Committee shall certify in writing that the Vesting Percentage or Unit value for the Performance Period is based on the attainment of the pre-established Performance Objectives for the Performance Period.


10.4             Performance Share or Unit Payment.

(a)
After the Committee has determined the Vesting Percentage or Unit value for a Performance Period and subject to Sections 10.5 and 10.6, the Company shall make Payments to Participants to whom Performance Shares or Units were granted for the Performance Period.

(b)
Payment to a Participant for a grant of Performance Shares shall equal (1) the number of Performance Shares granted to the Participant multiplied by (2) the Vesting Percentage determined under Section 10.3.  This product shall be multiplied by the Fair Market Value of Common Stock on the date the Committee determines the Vesting Percentage, to the extent the Committee provides for payment of Performance Shares in cash.

(c)
Payment to a Participant for a grant of Units shall equal the number of Units granted to the Participant multiplied by the Unit value determined under Section 10.3.

(d)  
Notwithstanding the above, the Committee in its sole discretion may reduce the amount of any Payment to any Participant or eliminate entirely the Payment to any Participant.  The Committee's authority under this Section 10.4(d) shall expire immediately upon a Change of Control.

10.5           Eligibility for Payments.

(a)
Except as described in Section 10.5(b), (c) and (d), a Participant shall be eligible to receive a Payment for a Performance Period under Section 10.4 only if the Participant has been employed by the Company continuously from the date of Participant's grant of Performance Shares and/or Units through the date of Payment.
 
 
 
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(b)
For the purposes of this Section 10.5, a leave of absence of less than three months' duration with the approval of the Company is not considered to be a break in continuous employment.  In the case of a leave of absence of three months or longer, the Committee shall determine whether or not the leave of absence constitutes a break in continuous employment for purposes of a Payment.

(c)
If the employment of a Participant is terminated by reason of Early Retirement, Retirement, death or Disability after receipt of a Performance Share or Unit grant, but before the related Payment is made, the Committee or its designee shall determine whether a Payment under Section 10.4 shall be made to or on behalf of such Participant, and whether the Payment, if made, shall be in full or prorated based on factors determined in the sole discretion of the Committee or its designee.  Any such Payment shall be made to the Participant or the Participant's estate in accordance with Section 10.6.

(d)
In the event of a Participant’s Termination Upon a Change of Control, all of the Participant’s outstanding Performance Share and Units as of the date of the Participant’s Termination Upon a Change of Control shall be paid in accordance with Section 10.6.

(e)
In the case of Units described in Section 10.5(d), the value of each Unit shall be the greatest of:

 
(1)
The Unit target value;

 
(2)
The highest value established by the Committee for any Unit Payments made to any Participants during the twelve-month period immediately preceding the date of Participant's Termination Upon a Change of Control; or

 
(3)
The average of the highest values established by the Committee for the last two Unit Payments made to any Participants before the Participant's Termination Upon a Change of Control.

(f)
In the case of Performance Shares described in Section 10.5(d), the applicable Vesting Percentage shall be the greatest of:

 
(1)
100%;
 
 
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(2)
The Vesting Percentage for the Performance Period that ended immediately before the Participant’s Termination Upon a Change of Control; or

 
(3)
The average of the Vesting Percentages established by the Committee for the last two Performance Periods that ended before the Participant's Termination Upon a Change of Control.

10.6             Time and Form of Payment .

(a)
Unless otherwise provided at the time of award, Payments shall be made in the year following the close of the Performance Period.  Payments shall be made in a single lump sum in the form of cash, shares of Common Stock, or a combination of these forms of Payment, as determined by the Committee in its sole discretion.

(b)
If a Payment is made wholly or partially in shares of Common Stock, the Payment shall be made in a number of whole shares.  That number of shares shall have an aggregate Fair Market Value that most closely approximates, but does not exceed, the dollar amount of the Payment if made in cash.


ARTICLE 11
Shares Authorized under the Plan

11.1             Maximum Number Authorized.

(a)
The number of shares of Common Stock authorized to be issued pursuant to Options, SARs, rights, grants or other awards under this Plan shall be (a) the 75 million shares (after adjustment for the 3-for-1 stock split effective June 4, 2007) previously authorized for issuance under the Prior Plan as described in Section 11.1(c), plus (b) any shares remaining as of the date the Plan is approved by shareholders of the 30 million shares (after adjustment for the 3-for-1 stock split effective June 4, 2007) authorized for issuance under the CIGNA Corporation Stock Plan as described in Article I and Section 11.1(c).
 
 
 
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(b)
The maximum aggregate number of shares that may be issued as Incentive Stock Options is 30 million (after adjustment for the 3-for-1 stock split effective June 4, 2007).  No more than nine million (after adjustment for the 3-for-1 stock split effective June 4, 2007) of the shares authorized for issuance under the Plan may be awarded or granted, from and after the date CIGNA Corporation shareholders approve this amended and restated Plan, under Articles 7, 8, 9 and 10 in the form of Common Stock.

(c)
The total number of shares previously authorized by CIGNA Corporation shareholders under the Prior Plan were: 15 million shares (after adjustment for a 3-for-1 stock split in May 1998) authorized at the annual shareholders meeting on April 26, 1995 and 10 million shares authorized at the annual shareholders meeting on April 26, 2000.   CIGNA Corporation shareholders had also previously authorized 10 million shares for issuance under the CIGNA Corporation Stock Plan at the CIGNA Corporation annual meeting on April 24, 1991.

11.2             Maximum Number Per Participant.   The aggregate number of shares of Common Stock subject to Options and SARs that may be granted during any calendar year to any individual shall be limited to 7,500,000 (after adjustment for the 3-for-1 stock split effective June 4, 2007).

11.3             Share Counting.

(a)
From and after January 1, 2005, the following shall not reduce the number of authorized shares of Common Stock available for issuance under this Plan:

 
(1)
Common Stock reserved for issuance upon exercise or settlement, as applicable, of awards granted under the Plan, to the extent the awards   expire or are canceled or surrendered;

 
(2)
Restricted Stock granted under the Plan, to the extent such Restricted Stock is forfeited under Section 7.5 or is otherwise surrendered to the Company before the Restricted Period expires; and

 
(3)
Awards, to the extent the payment is actually made in cash.

(b)
From and after January 1, 2005, the following shares shall not become available for issuance under the Plan:

 
(1)
Shares tendered by Participants as full or partial payment to the Company upon exercise of Options granted under this Plan;
 
 
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(2)
Shares reserved for issuance upon grant of SARs, to the extent the number of reserved shares exceeds the number of shares actually issued upon exercise of the SARs; and

 
(3)
Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant's tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of Options or SARs granted under the Plan or upon any other payment or issuance of shares under the Plan.

11.4             No Fractional Shares.   No fractional shares of Common Stock shall be issued, accepted as payment of an Option exercise price or remitted to meet tax-withholding obligations under the Plan.

11.5             Source of Shares.   Common Stock may be issued from authorized but unissued shares or out of shares held in CIGNA Corporation's treasury, or both.


ARTICLE 12
Antidilution Provisions

Except as expressly provided under the Plan, the following provisions shall apply to all shares of Common Stock (including Restricted Stock) authorized for issuance and all Options and SARs granted under the Plan:

12.1             Stock Dividends, Splits, Etc.   In the event of a stock dividend, stock split, or other subdivision or combination of the Common Stock:

(a)  
The number of authorized shares of Common Stock, and any numerical share limits, under the Plan will be adjusted proportionately; and

(b)
There will be a proportionate adjustment in: the number of shares of Common Stock subject to unexercised stock Options and SARs; the per share Option and SAR exercise price (but without adjustment to the aggregate Option or SAR exercise price); the number of shares of Restricted Stock outstanding; and the number of Strategic Performance Shares outstanding.

12.2             Merger, Exchange or Reorganization.   If the outstanding shares of Common Stock are changed or converted into, exchanged or exchangeable for, a different number or kind of shares or other securities of CIGNA Corporation or of another corporation, by reason of a reorganization, merger, consolidation, reclassification or combination (an “Event”), appropriate adjustment shall be made by the Committee in the number of shares and kind of Restricted Stock and Common Stock for which Options, SARs and other rights may be or may have been awarded under this Plan, so that the proportionate interests of Participants shall be maintained as before the Event.  However, in case of any contemplated Event which may constitute a Change of Control, the Committee, with the approval of a majority of the members of the Board who are not then Participants, may modify any and all outstanding Restricted Stock, Options, SARs and other rights (except those deferred under Section 9.3), so as to accelerate, as a consequence of or in connection with the Event, the vesting of a Participant's right to exercise any such Options or SARs or the lapsing of the Restricted Periods for shares of Restricted Stock.
 
 
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12.3             No New Grant.   No adjustment to an Option or SAR shall be made under this Article 12 in a manner that will be treated under Code Section 409A as the grant of a new Option or SAR.


ARTICLE 13
Administration of Plan

13.1             General Administration.   The Plan shall be administered by the Committee, subject to any requirements for review and approval by the Board that the Board may establish.

13.2             Administrative Rules.   The Committee shall have full power and authority to adopt, amend and rescind administrative guidelines, rules and regulations relating to this Plan, to interpret the Plan and to rule on any questions relating to any of its provisions, terms and conditions.

13.3             Committee Members Not Eligible.   No member of the Committee shall be eligible to participate in this Plan.

13.4            Decisions Binding.   All decisions of the Committee concerning this Plan shall be binding on CIGNA Corporation and its Subsidiaries and their respective boards of directors, and on all Eligible Employees, Participants and other persons claiming rights under the Plan.


ARTICLE 14
Amendments

14.1             General Provisions.   All amendments to this Plan shall be in writing and shall be effective when approved by the Board, except that a Plan amendment shall not be effective without the prior approval of CIGNA Corporation shareholders if necessary under Internal Revenue Service or SEC regulations, or the rules of the New York Stock Exchange or any applicable law.  Unless otherwise expressly provided by an amendment or the Board, no amendment to this Plan shall apply to any Plan awards made before the effective date of the amendment.  A Participant's rights under any Plan grants or awards, including any rights under paragraph 10.5(d), and a transferee's rights relating to any transferred derivative securities, may not be abridged by any amendment, modification or termination of the Plan without the Participant’s individual consent.
 
 
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14.2             Compliance with Code Section 409A.   It is intended that the Plan comply with the requirements of Code section 409A, and the Plan shall be so administered and interpreted.  The Board or Committee may make any changes required to conform the Plan and any Option agreements or other grants with applicable Code provisions and regulations relating to Incentive Stock Options or to deferral of compensation under Code Section 409A.


ARTICLE 15
Other Provisions

15.1             Effective Date.   The Plan as amended and restated is effective as of January 1, 2008.

15.2             Duration of the Plan.   The Plan shall remain in effect until all Options and rights granted under the Plan have been satisfied by the issuance of Common Stock or terminated under the terms of this Plan, all Restricted Periods applicable to Restricted Stock granted under the Plan have lapsed, and all Performance Periods related to Performance Shares and Units granted under the Plan have expired, and all related Performance Share or Unit Payments have been made.

15.3             Early Termination.   Notwithstanding Section 15.2, the Board may terminate this Plan at any time; but no such action by the Board shall adversely affect the rights of Participants which exist under this Plan immediately before its termination.

15.4             General Restriction.   No Common Stock issued pursuant to this Plan shall be sold or distributed by a Participant until all appropriate listing, registration and qualification requirements and consents and approvals have been obtained, free of any condition unacceptable to the Board.  In no event shall the value, amount or form of consideration for any award under the Plan be less than the value or amount, or in other than the form, required by applicable Delaware law.

15.5           Awards Not Assignable.

(a)
No derivative security (as defined in rules promulgated under Exchange Act Section 16), including any right to receive Common Stock (such as Options, SARs or similar rights), or any Strategic Performance Shares or Strategic Performance Units, or any right to payment under the Plan, shall be assignable or transferable by a Participant except by will or by the laws of descent and distribution.  Any other attempted assignment or alienation shall be void and of no force or effect.  Any right to receive Common Stock or any other derivative security (including Options, SARs or similar rights) shall be exercisable during a Participant's lifetime only by the Participant or by the Participant's guardian or legal representative.
 
 
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(b)
Notwithstanding Section 15.5(a), the Committee shall have the authority, in its discretion, to grant (or to sanction by way of amendment of an existing grant) derivative securities (other than Incentive Stock Options) that may be transferred without consideration by the Participant during the Participant’s lifetime to any member of the Participant’s immediate family, to a trust established for the exclusive benefit of one or more members of the Participant’s immediate family, to a partnership of which the only partners are members of the Participant’s immediate family, or to such other person as the Committee shall permit.   In the case of a grant, the written documentation containing the terms and conditions of such derivative security shall state that it is transferable, and in the case of an amendment to an existing grant, such amendment shall be in writing.  A derivative security transferred as contemplated in this Section 15.5(b) may not be subsequently transferred by the transferee except by will or the laws of descent and distribution and shall continue to be governed by and subject to the terms and limitations of the Plan and the relevant grant.  The Committee, in its sole discretion at the time the transfer is approved, may alter the terms and limitations of the relevant grant and establish such additional terms and conditions as it shall deem appropriate.  As used in this subparagraph, "immediate family" shall mean, as to any person, a current or former spouse or domestic partner (as defined under the CIGNA Pension Plan), any child, stepchild or grandchild, and shall include relationships arising from legal adoption.

15.6             Withholding Taxes.   Upon the exercise of any Option or SAR, the vesting of any Restricted Stock, or payment of any award described in Section 4.1(d), (e), (f) or (g), or upon the exercise of an Incentive Stock Option prior to the satisfaction of the holding period requirements of Code Section 422, the Company shall have the right at its option to:

(a)
require the Participant (or personal representative or beneficiary) to remit an amount sufficient to satisfy applicable federal, state and local withholding taxes; or

(b)
deduct from any amount payable the amount of any taxes the Company may be required to withhold because of the transaction.

The Committee may require or permit the Participant to remit all or part of the required withholding amount in Common Stock (other than Restricted Stock).  The remitted Common Stock may be shares deliverable to the Participant because of the transaction giving rise to the withholding obligation (in which case the number of shares of Common Stock delivered to a Participant shall be reduced by the number of shares so remitted) or shares the Participant has owned without restriction for at least six months as of the date the withholding obligation arises.  If the Committee permits a Participant to elect to remit Common Stock, the election shall be made on or before the date the withholding obligation arises and be subject to the disapproval of the Committee.  The Committee may establish any additional conditions it deems appropriate.  The value of any remitted Common Stock shall be its Fair Market Value as of the date the withholding obligation arises.
 
 

 
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15.7             Book Entry; Certificates .  A book entry shall be made in the electronic share ownership records maintained by the Company or the Company’s transfer agent as evidence of the issuance of Common Stock to a Participant (or beneficiary) upon a Restricted Stock grant, the exercise of an Option or any other grant or payment of Common Stock under the Plan.  The Company or its transfer agent shall deliver to any Participant (or beneficiary), upon the Participant’s (or beneficiary’s) request and subject to the Participant’s (or beneficiary’s) compliance with applicable administrative procedures the Company or its transfer agent may establish, a certificate for any of the shares evidenced by book entry.  A certificate for Restricted Stock, however, will not be delivered until the applicable Restricted Period has expired.

15.8             Participant's Rights Unsecured.   The right of any Participant to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Company.

15.9             Future Award Not Guaranteed.   Any award to a Participant described in Section 4.1 is not intended to be, or to be construed as, a right to receive another award at any later time.

15.10           Termination of Employment.   The Company retains the right to terminate the employment of any employee at any time for any reason or no reason, and an award or grant under the Plan to an Eligible Employee is not, and shall not be construed in any manner to be, a waiver of that right.

15.11           Successors .  Any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of CIGNA Corporation, shall assume the liabilities of CIGNA Corporation under this Plan and perform any duties and responsibilities in the same manner and to the same extent that CIGNA Corporation would be required to perform if no such succession had taken place.

15.12           Construction.   The terms used in this Plan shall include the feminine as well as the masculine gender and the plural as well as the singular, as the context in which they are used requires.

15.13           Interpretation.   All statutory or regulatory references in this Plan shall include successor provisions.

15.14           Controlling Law .  This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.
 
 
 
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Exhibit 10.12

CIGNA DEFERRED COMPENSATION PLAN OF 2005
(Effective as of January 1, 2005)

Due to requirements imposed by Internal Revenue Code Section 409A, CIGNA is freezing the CIGNA Deferred Compensation Plan (Amended and Restated as of October 24, 2001) as of December 31, 2004 and adopting this new plan – the CIGNA Deferred Compensation Plan of 2005, effective as of January 1, 2005.  The frozen CIGNA Deferred Compensation Plan will continue to apply to amounts that were deferred on or before December 31, 2004 and earnings thereon.  This new plan will apply to amounts that are deferred after December 31, 2004 and earnings thereon.

ARTICLE 1
Definitions

These terms have the following meanings under the Plan.

1.1
" Account " – the separate bookkeeping account established for a Participant that represents the Company’s unfunded, unsecured obligation to make future payments to the Participant.

1.2
" Administrator " – the person or committee charged with responsibility for administration of the Plan.

1.3
"Affiliate" – the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

1.4
"Beneficial Owner" and "Beneficially Owned" – the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

1.5
" Beneficiary " – the person or trust designated in writing under the Plan by the Participant to receive payment of his/her remaining Account balance after Participant’s death.

1.6
" Board Committee " – the People Resources Committee of the Board of Directors, or any successor committee.

1.7
" Board of Directors " – the board of directors of CIGNA Corporation.

1.8
" Change of Control " – any of these events:

(a)  
a corporation, person or group acting in concert, as described in Exchange Act Section 14(d)(2), holds or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of a number of preferred or

1

  common shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or
 
(b)  
there is consummated a merger or consolidation of CIGNA Corporation or any direct or indirect subsidiary of CIGNA Corporation with any other corporation, other than:

(1)           a merger or consolidation immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity surviving such merger or consolidation or the ultimate parent thereof, or

(2)           a merger or consolidation effected to implement a recapitalization of CIGNA Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CIGNA Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from CIGNA Corporation or its Affiliates) representing 25% or more of the combined voting power of the CIGNA Corporation's then outstanding securities; or

(c)  
a change occurs in the composition of the Board of Directors at any time during any consecutive 24-month period such that the Continuity Directors cease for any reason to constitute a majority of the Board of Directors.  For purposes of the preceding sentence "Continuity Directors" shall mean those members of the Board of Directors who either: (1) were directors at the beginning of such consecutive 24-month period; or (2) were elected by, or on nomination or recommendation of, at least a majority of the Board of Directors (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CIGNA Corporation); or

(d)  
the shareholders of CIGNA Corporation approve a plan of complete liquidation or dissolution of CIGNA Corporation or there is consummated an agreement for the sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets, other than a sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CIGNA Corporation immediately prior to such transaction or series of transactions
 
2

continue to have   substantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CIGNA Corporation immediately following such transaction or series of transactions.

1.9
" CIGNA Stock " – the common stock of CIGNA Corporation.

1.10
" Code " – the Internal Revenue Code of 1986, as amended.

1.11
" Company " – CIGNA Corporation and each Subsidiary that has been authorized by the Chief Executive Officer of CIGNA Corporation to participate in the Plan.

1.12
" Corporate Committee " – the CIGNA Corporation Corporate Benefit Plan Committee, or any successor committee.

1.13
" Deferral Election " – the form described in Section 2.3 by which a Participant specifies amounts and items of compensation to be deferred.

1.14
" Deferred Cash " – compensation deferred under the Plan that would otherwise have been paid to a Participant in cash.

1.15
" Deferred CIGNA Stock "   – compensation deferred under the Plan that would otherwise have been paid to a Participant in shares of CIGNA Stock.

1.16         " ERISA " – the Employee Retirement Income Security Act of 1974, as amended.

1.17         " Exchange Act " – the Securities Exchange Act of 1934, as amended.

1.18
" Participant " – an employee of a Company who elects to participate in the Plan in accordance with the terms and conditions of the Plan.

1.19
" Payment Election " – the form described in Section 4.3 by which a Participant specifies the method and time of payment of compensation deferred under the Plan.

1.20
" Performance-based Compensation "   – compensation as defined under Treasury Regulation Section 1.409A-1(e).

1.21
"Person" – the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of CIGNA Corporation or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of CIGNA
 
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  Corporation in substantially the same proportions as their ownership of stock of CIGNA Corporation.

1.22
" Plan " – the CIGNA Deferred Compensation Plan of 2005 (Effective as of January 1, 2005), as it may be amended or restated.

1.23
" Separation from Service " – a   Participant’s death, retirement or other termination of employment, from the Participant’s employer or service recipient within the meaning of Treasury Regulation Section 1.409A-1(h).  For this purpose, the level of reasonably anticipated, permanently reduced, bona fide services that will be treated as a Separation from Service is 30%.  Generally, a Participant’s Separation from Service occurs when the Participant’s level of services to CIGNA Corporation and its affiliates is reduced by 70% or more.

1.24
" Stock Plan " – a plan or program that provides for payment of compensation in the form of shares of CIGNA Stock.

1.25
" Subsidiary " – a corporation (or a partnership, joint venture or other unincorporated entity) of which more than 50% of the combined voting power of all classes of stock entitled to vote (or more than 50% of the capital, equity or profits interest) is owned directly or indirectly by CIGNA Corporation; provided that such corporation (or other entity) is included in CIGNA Corporation’s consolidated financial statements under generally accepted accounting principles.

1.26
" Valuation Date " – the last day of each month.


ARTICLE 2
Participation; Deferral Elections

2.1            Eligibility.   The Plan is intended primarily to provide deferred compensation for a select group of management and highly compensated employees.  The Corporate Committee shall determine which Company employees are eligible to participate in the Plan.

2.2            Participation.    An eligible employee becomes a Participant by making a Deferral Election described in Section 2.3.

2.3
Deferral Election.

(a)  
A Deferral Election specifies the amounts and items of compensation a Participant elects to defer under the Plan for a particular calendar year.  The Administrator shall determine which items or categories of compensation may be deferred under the Plan.  The Deferral Election must be timely (as described in Section 2.3(b)) and in a form permitted or required
 
4

  by the Administrator.  The Administrator may permit or require electronic forms.  The Administrator shall determine whether a Deferral Election form is sufficiently complete and timely and may reject any form that is incomplete and/or untimely.

(b)  
To be timely, a Deferral Election must be received by the Administrator no later than:

(1)  
Six months before the end of the applicable performance period, for a deferral of Performance-based Compensation, provided that:

(A) the Participant performs services for the Company continuously from the later of:
 
(i) the beginning of the applicable performance period, or

(ii) the date the applicable performance criteria are established

through the date the Deferral Election is made, and

(B) the Deferral Election is made before the amount of the Performance-based Compensation is both first calculable and substantially certain to be paid;

(2)  
December 31 of the year before the year in which the Participant performs services in exchange for the compensation to be deferred, for compensation other than Performance-based Compensation; or
     
 
(3)
The 30th calendar day after the date a Company employee first becomes eligible to participate in the Plan, provided such employee is not already eligible to participate in a plan that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c)(2), and further provided that such employee was not eligible to participate in the Plan, or any other plan that would be aggregated with the Plan under Treasury Regulation Section 1.409A-1(c)(2), at any time during the 24-month period ending on the date such employee again became eligible to participate in the Plan.  A Deferral Election by a newly eligible employee shall apply only to compensation for services the employee performs after the Administrator receives the Deferral Election.
 
However, the Administrator may establish different deadlines to the extent permitted by Code Section 409A and the regulations thereunder.

(c)  
An employee who makes a Deferral Election must also make a Payment Election (described in Section 4.3) applicable to such Deferral Election.  If a Participant makes more than one Deferral Election in a year, the Administrator may require that the Payment Election applicable to the first Deferral Election shall apply to any later Deferral Election in that year.  The Payment Election must be received by the Administrator by the Deferral Election deadline stated in Section 2.3(b).  The Administrator shall determine when a
 
5

  Deferral Election and Payment Election become irrevocable, but in no event shall a Deferral Election or a Payment Election become irrevocable later than the applicable deadline set forth in Section 2.3(b) above.

(d)  
The Administrator may require Participants to make new Deferral Elections for each new calendar year.

(e)  
Deferral Elections under this Plan shall apply only to compensation payable on or after January 1, 2005 and only to the extent such compensation is:

 
(1)
For services performed for the Company on or after January 1, 2005; or

 
(2)
Compensation for which a Deferral Election may otherwise be made under transition rules promulgated pursuant to Code Section 409A.

2.4           Cancellation of Deferral Elections.   The Plan Administrator may cancel the Deferral Election of a Participant who incurs a disability.  Any cancellation under this section must occur by the later of the end of the calendar year in which the Participant incurs the disability or the 15 th day of the third month after the date the Participant incurs the disability.  For purposes of this section, "disability" shall have the meaning set forth in Treasury Regulation Section 1.409A-3(j)(4)(xii).

ARTICLE 3
Deferred Compensation Account

3.1            General.   The Administrator shall establish and maintain an Account for each Participant.  The Administrator shall credit to the Account any compensation deferred by a Participant under the Plan.  The Administrator shall also credit (or debit) to the Account any hypothetical income (or losses) on the deferred compensation.  The credit for deferred compensation shall be effective as of the date the compensation would have otherwise been paid to the Participant.  The credit (or debit) for hypothetical income (or losses) shall be as provided in Section 3.3 or 3.4, as applicable.

3.2            Account Balance.   The balance of each Participant's Account shall include compensation deferred by the Participant under this Plan and hypothetical income (or losses).  The Account balance shall be reduced by any payments under Article 4.  The Administrator shall determine each Participant's Account balance as of each Valuation Date.  The Administrator shall provide each Participant an Account statement at least annually.

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3.3            Hypothetical Investment of Deferred Cash.

(a)  
Deferred Cash shall be treated as invested in one or more hypothetical investments described in Section 3.3(b).  The Administrator shall credit (or debit) to the Participant's Account as of each Valuation Date hypothetical income (or losses) based on the performance of the applicable hypothetical investment.  The credit (or debit) shall be applied against the balance of Participant’s Account on the immediately preceding Valuation Date. The Administrator shall have authority to adopt, and from time to time change, rules and procedures for crediting (or debiting) hypothetical income (or losses) as to any amount of Deferred Cash that has been credited to a Participant’s Account for less than the entire month ending on the Valuation Date.

(b)  
The Corporate Committee shall determine at least one hypothetical investment for Deferred Cash and may provide some or all Plan Participants with options for more than one hypothetical investment.  The Corporate Committee may add or eliminate hypothetical investments at any time, but any such action shall apply to the balance of a Participant’s Account no earlier than the Valuation Date immediately after the Corporate Committee changes hypothetical investments.  The Administrator shall have authority to adopt rules and procedures by which a Participant with a choice of more than one hypothetical investment may change hypothetical investment elections, provided that a Participant shall not be able to make changes more than once each calendar quarter.

(c)  
If a Change of Control occurs, the annual income earned on at least one hypothetical fixed return guaranteed principal investment must be not less than 50 basis points over the Ten-year Constant Treasury Maturity Yield as reported by the Federal Reserve Board, based upon the November averages for the preceding year.

3.4          Hypothetical Investment of Deferred CIGNA Stock.   Deferred CIGNA Stock shall be credited to Participant’s Account as a number of shares of hypothetical CIGNA Stock.  The number shall initially be the same number of shares that would have been issued to the Participant but for the deferral.  After the initial credit, the number shall be adjusted as appropriate to reflect stock dividends, splits and reclassifications in accordance with the terms of the applicable Stock Plan.  Deferred CIGNA Stock may not be deemed invested in any other hypothetical investment.  An amount equal to the dividends which would otherwise be paid on shares of Deferred CIGNA Stock shall be credited to the Participant’s Account as Deferred Cash, as of the applicable dividend payment date, and deemed invested under Section 3.3.  The Administrator shall take necessary action to avoid deferral or issuance of fractional shares of CIGNA Stock.

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ARTICLE 4
Payment of Deferred Compensation

4.1            General.   The Company shall pay amounts credited to Participant's Account balance according to the Participant's Payment Elections or under the other applicable provisions of Article 4.  Deferred CIGNA Stock shall be paid only in shares of CIGNA Stock issued under the applicable Stock Plan.  The applicable Stock Plan is the plan under which the shares would have previously been issued but for the Participant’s deferral, or a successor plan.

4.2            Payment Methods and Timing.
 
(a) (1) 
Subject to the conditions in Section 4.2(b) through (f), the Administrator shall have the authority to determine the payment methods and timing permitted under the Plan; any such payment methods and timing shall comply with the requirements of Code Section 409A.
     
 
(2)
Payment events under the Plan may include a Participant’s Separation from Service, a specified date before a Participant’s Separation from Service, a Participant’s unforeseeable emergency (as described in Section 4.4), the Participant’s death (as described in Section 4.5),   or other payment events specified by the Administrator, to the extent permitted by Code Section 409A.  A payment upon a Participant’s unforeseeable emergency or death shall supersede any elected specified date or Separation from Service payment for the amount distributed by reason of unforeseeable emergency or death.

(3)           Payment methods under the Plan may include lump sum and periodic payments.

(b)
A Participant who makes a specified date Payment Election must also make a Separation from Service Payment Election that will apply instead of the specified date Payment Election if the Participant has a Separation from Service before the elected specified date of payment.

(c)
If the payments are to begin as a result of a Participant’s Separation from Service then, subject to the other provisions of Article 4, payment shall be made (or begin) in July of the year following the year of the Participant’s Separation from Service.

(d)
If a payment method provides for periodic payments, payments shall be made annually each July, over the elected period not to exceed 15 years.  The balance of a Participant's Account shall be paid, in all events, no later than July 31 st of the 15th year after the year of the Participant’s Separation from Service.

(e)
To the extent there is not in effect at Participant's Separation from Service a valid Payment Election for an amount, that amount shall be paid in a single lump sum in July of the year
 
8

  following the year of the Participant’s Separation from Service.

(f)
Periodic payments under this Plan shall not be suspended if the Participant is rehired by the Company.

4.3            Payment Election.

(a)  
Subject to Section 4.2, a Payment Election must specify the payment method that shall apply to Participant’s deferred compensation and either the time of payment or the time payments are to begin.

(b)  
A Payment Election must be in a form permitted or required by the Administrator.  The Administrator may permit or require electronic forms.  The Administrator shall determine whether a Payment Election form is sufficiently complete and timely and may reject any form that is incomplete and/or untimely.

(c)  
A Participant may make separate Payment Elections for Deferred Cash and Deferred CIGNA Stock.

4.4            Unforeseeable Emergency Payment.

(a)  
If the Administrator, after considering a Participant's written request, determines that the Participant has an unforeseeable emergency, as defined under Treasury Regulation Section 1.409A-3(i)(3), that is beyond the Participant’s control and of such a substantial nature that immediate payment of Deferred Cash or issuance of Deferred CIGNA Stock is warranted, the Administrator in its sole and absolute discretion may direct that all or a portion of the Participant's Account be paid to the Participant.  The amount of the payment shall be limited to the amount deemed necessary by the Administrator to satisfy the emergency need.  The payment shall be made in a single lump sum within 90 days following the Administrator’s approval of Participant’s written request for an unforeseeable emergency payment.

(b)  
The Administrator shall cancel the Deferral Election of a Participant who receives a payment under Section 4.4(a) or a payment for an unforeseeable emergency, as defined under Treasury Regulation Section 1.409A-3(i)(3), under a predecessor to this Plan.  The cancellation shall be effective as of the date of the payment.  To resume deferrals, the Participant must make a new Deferral Election in accordance with the requirements of Section 2.3.

4.5            Payments of a Deceased Participant's Account.

(a)  
Upon the death of a Participant the Administrator shall pay any remaining portion of Participant’s Account in a single lump sum payment to Participant’s Beneficiary.  The
 
9

  Administrator may establish rules and procedures for designation of beneficiaries and shall make determinations regarding the existence and identity of beneficiaries and the validity of beneficiary designations.  A Participant may designate more than one beneficiary.

(b)  
Notwithstanding Section 4.5(a), the Administrator shall pay Participant’s Account in a single lump sum payment to the Participant's estate if:
 
(1)
The Participant dies without having a valid beneficiary designation in effect;
 
(2)    
The Participant's designated Beneficiary died before the Participant died; or
 
(3)    
The Participant's designated Beneficiary cannot be found after what the Administrator determines has been a reasonably diligent search.

(c)
The Administrator shall make any payments described in Section 4.5(a) and (b) during the 90 day period beginning January 1 of the year following the year the Participant dies.


ARTICLE 5
General Provisions

5.1            Participant's Rights Unsecured.   The right of a Participant (or Beneficiary) to receive payments under the Plan represents an unsecured claim against the general assets of the Company that employs the Participant at the time that the compensation deferred otherwise would have been paid, or against the general assets of any successor company that assumes (or in case Participant transfers to employment with a different Company, is assigned) the liabilities of that Company.  No Company guarantees or is liable for payments to any Participant employed by any other Company.  Participant’s Account represents a mere promise by a Company to make payments in the future.  The Plan at all times shall be considered entirely unfunded for both tax purposes and for purposes of Title I of ERISA.

5.2            Assignability.   Except as otherwise permitted by applicable law,   no right to receive Plan payments shall be transferable or assignable by a Participant or Beneficiary or subject in any manner to anticipation, sale, alienation, pledge, encumbrance, attachment or garnishment by creditors of a Participant or Beneficiary, any such attempt shall be void and of no force or effect.

5.3            Administration.   CIGNA Corporation’s Chief Executive Officer shall appoint the Administrator.  Except as otherwise provided by the Plan, the Administrator shall administer the Plan and shall have authority to adopt administrative rules and regulations. The Administrator may, by contract, designation or other arrangement, provide for others to perform ministerial duties and record keeping.  If the Administrator is also a Participant, the Corporate Committee (and not the Administrator) shall take any action under the Plan related to that Participant.

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5.4            Administrative Discretion.    The Administrator and Corporate Committee shall, as to the responsibilities allocated to them separately under the Plan, have the sole and absolute discretion to interpret, construe and implement the provisions of the Plan, including any disputed or ambiguous terms; to make determinations relating to eligibility and benefits; and to make findings of fact.  Their determinations shall be final and binding on all parties.

5.5            Amendment.   The Plan may be amended, restated, modified, or terminated by the Board of Directors or the Board Committee.  No amendment, restatement, modification, or termination shall reduce, impair or adversely affect the balance of a Participant's Account as of the Valuation Date immediately preceding such action.

5.6            Tax Withholding.    To the extent required by the law in effect at the time a Plan payment is made, the Administrator shall take appropriate action to withhold taxes from the payment.

5.7            Corporate Reorganization.   If a company that employs a Participant ceases to be a Subsidiary and retains liabilities and responsibility for a Participant’s Account, then the Corporate Committee and Administrator shall have no further liability or responsibility for that Account or any legal obligation toward Participant after the company ceases to be a Subsidiary.  That company shall designate a governing committee and plan administrator, as appropriate, to assume liability and responsibility for administration of the Account as of the date the company ceases to be a Subsidiary.

5.8            Section 409A Compliance .  It is intended that the Plan comply with the requirements of Code Section 409A, and the Plan shall be so administered and interpreted.  Notwithstanding anything in this Plan to the contrary, the Code Section 409A transition relief opportunities adopted by Board Committee Resolutions dated December 8, 2005 are incorporated by reference into this Plan.

5.9             Interpretation.   All statutory or regulatory references in this Plan shall include successor provisions.

5.10          Claims Procedure .

(a)
Filing a Claim for Benefits .  This paragraph 5.10(a) shall apply to any claim for a benefit under the Plan.  A Participant or Beneficiary or an authorized representative of a Participant or Beneficiary (“Claimant”) shall notify the Administrator or its delegate of a claim for benefits under the Plan.  Such request may be in any form adequate to give reasonable notice to the Administrator or its delegate and shall set forth the basis of such claim and shall authorize the Administrator or its delegate to conduct such examinations as may be necessary to determine the validity of the claim and to take such steps as may be necessary to facilitate the payment of any benefits to which the Claimant may be entitled under the Plan.  The Administrator shall make all determinations as to the right of any person to a benefit under the Plan.  

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If the Administrator requires more than 90 days to process a claim because of special circumstances, an extension may be obtained by notifying the Claimant within 90 days of the date the claim was submitted that a decision on the claim will be delayed, what circumstances have caused the delay, and when a decision can be expected.  The extension period shall not exceed an additional 90 days;  provided, however, that in the event the Claimant fails to submit information necessary to decide a claim, such period shall be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

(b)
Denial of Claim .  If the Administrator denies in whole or in part any claim for benefits under the Plan by any Claimant, the Administrator shall, within a reasonable period, furnish the Claimant with written or electronic notice of the denial.  The notice of the denial shall set forth, in a manner calculated to be understood by the Claimant:
 
(1) The specific reason or reasons for the denial;
 
(2) 
Specific reference to the pertinent Plan provisions on which the denial is based;
 
(3) 
A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and
 
(4)  
A description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
 
(c)
Appeals Procedure.   This paragraph 5.10(c) shall apply to all appeals of denied claims under the Plan.  A Claimant may request a review of a denied claim.  Such request shall be made in writing and shall be presented to the Administrator not more than sixty (60) days after receipt by the Claimant of written or electronic notice of the denial of the claim.  The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's claim for benefits.  The Claimant shall also have the opportunity to submit comments, documents, records, and other information relating to the claim for benefits, and the Administrator shall take into account all such information submitted without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator shall make its decision on review not later than sixty (60) days after receipt of the Claimant's request for review, unless special circumstances require an extension of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review;  provided, however, in the event the Claimant fails to submit information necessary to make a benefit determination on review, such period shall be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the request for additional
 
12

  information.  The decision on review shall be written or electronic and, in the case of an adverse determination, shall include specific reasons for the decision, in a manner calculated to be understood by the Claimant, and specific references to the pertinent Plan provisions on which the decision is based.  The decision on review shall also include (i) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, or other information relevant to the Claimant's claim for benefits; and (ii) a statement describing any voluntary appeal procedures offered by the Plan, and a statement of the Claimant's right to bring an action under ERISA Section 502(a).

(d)
The Plan’s claims procedure shall be administered in accordance with the applicable regulations of the U.S. Department of Labor.

(e)
A Claimant shall have no right to bring any action in any court regarding a claim for benefits under the Plan prior to the Claimant filing a claim for benefits and exhausting the Claimant’s rights to review under this Section 5.10 in accordance with the time frames set forth herein.

5.11          Controlling Law .  This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.
 
 
13


Exhibit 10.15
 
CIGNA SUPPLEMENTAL PENSION PLAN OF 2005
(Effective as of January 1, 2005)


CIGNA Corporation, for itself and its subsidiaries that participate in the CIGNA Pension Plan, established the CIGNA Supplemental Pension Plan effective January 1, 1983 to provide eligible employees with retirement benefits that cannot be provided by the CIGNA Pension Plan because of certain restrictions.

This Plan is an "excess benefit plan" under ERISA Section 3(36) and an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees under ERISA Section 401(a)(1).

Due to requirements imposed by Internal Revenue Code Section 409A, CIGNA is freezing the CIGNA Supplemental Pension Plan as of December 31, 2004 and adopting this new plan – the CIGNA Supplemental Pension Plan of 2005, effective as of January 1, 2005.  The frozen CIGNA Supplemental Pension Plan will provide only supplemental retirement benefits that were earned and 100% vested as of December 31, 2004.  This new plan will provide supplemental retirement benefits that are earned or (regardless of when earned) become 100% vested after December 31, 2004.


Article I                       Definitions

Except as otherwise provided in this document, Plan terms with initial capital letters are as defined in the CIGNA Pension Plan.  The following definitions apply to this Plan:

1.1
"Beneficiary" means the person(s) (or trust) designated by a Participant, or determined by the Plan Administrator, under Section 4.5.

1.2
"CIGNA" means CIGNA Corporation, a Delaware corporation, or its successor.

1.3
“Code” means the Internal Revenue Code of 1984, as amended.

1.4
"Committee" means the Corporate Benefit Plan Committee of CIGNA, or a successor committee or person designated by CIGNA's Chief Executive Officer.

1.5
"Company" means CIGNA Corporation and those of its subsidiaries and affiliates that participate in the CIGNA Pension Plan.

1.6
"Deferred Compensation Plan" means the CIGNA Deferred Compensation Plan, any successor plan, and any similar plans or arrangements maintained by the Company.

 
1


 
1.7
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.8
“Frozen Plan” means the CIGNA Supplemental Pension Plan, originally adopted effective January 1, 1983, as amended, and as frozen effective December 31, 2004.

1.9
"Participant" means any Eligible Employee who is eligible to participate in the Plan but only to the extent that the employee has (or might have in the event of Retirement at his earliest Early Retirement date under the Pension Plan) an accrued Plan benefit as described in Section 3.1.

1.10
"Part A Participant" means a Participant who accrues a Pension Plan benefit under the formula described in the Part A version of the Pension Plan.

1.11
"Part B Participant" means a Participant who accrues a Pension Plan benefit under the formula described in the Part B version of the Pension Plan.

1.12
"Pension Plan" means the CIGNA Pension Plan, a defined benefit pension plan, or its successor plan(s).

1.13
"Plan" means the CIGNA Supplemental Pension Plan of 2005 (Effective as of January 1, 2005).

1.14
"Rabbi Trust" means a grantor trust, the assets of which will not be subject to the claims of creditors of the Company, except in the case of the bankruptcy or insolvency of the Company.
 
1.15
“Separation from Service” means a Participant’s death, retirement or other termination of employment, from the Participant’s employer or service recipient within the meaning of  Treasury Regulation Section 1.409A-1(h)(1).  For this purpose, the level of reasonably anticipated, permanently reduced, bona fide services that will be treated as a Separation from Service is 30%.  Generally, a Participant’s Separation from Service occurs when the Participant’s level of services to CIGNA Corporation and its affiliates is reduced by 70% or more.

1.16
“Specified Employee” means a Participant who is a specified employee, within the meaning of Treasury Regulation Section 1.409A-1(i) and as determined by the Company, on the Participant’s Separation from Service date.

1.17
"Supplemental Pension Benefit” means the benefit payable to a Plan Participant as described in Section 3.1.

1.18
"Supplemental Pre-Retirement Survivor Benefit” means the benefit payable to Participant's Survivor as described in Sections 4.2 or 4.3.
 
 

 
2

1.19
"Survivor" means a Participant's Spouse, Domestic Partner, Beneficiary or other person designated in writing by the Participant under procedures established by the Plan Administrator, to the extent the Spouse, Domestic Partner, Beneficiary or other person remains living after the Participant's death.

Article II                       Eligibility

All Eligible Employees of the Company who are participants in the Pension Plan after 2004 shall be eligible to participate in this Plan.  In no event shall an employee who is not entitled to benefits under the Pension Plan be entitled to benefits under this Plan.

Article III                      Supplemental Pension Benefit

3.1
Accrual of Benefit

(a)
A Participant shall accrue a Supplemental Pension Benefit under the Plan equal to the excess of (1) over (2) where:

 
(1)
is the Accrued Benefit the Participant would have under the Pension Plan if the Pension Plan did not have:

 
(A)
a limit on retirement benefits under Code Section 415;

 
(B)
a limit on compensation under Code Section 401(a)(17); and

 
(C)
an exclusion from Eligible Earnings of compensation deferred under the Deferred Compensation Plan; and

 
(2)
is the sum of Participant’s:

 
(A)
actual Accrued Benefit under the Pension Plan; and

 
(B)
Supplemental Pension Benefit, if any, under the Frozen Plan.

(b)
For a Part A Participant, the Supplemental Pension Benefit shall include the value, determined using the applicable assumptions and methods under the Pension Plan (as modified by Section 3.3) as of the date of payment, of the excess of (1) over (2) where:

 
(1)
is the post-retirement subsidized Survivor benefit that would be payable to the Participant’s Survivor under the Pension Plan if the Pension Plan did not have the provisions listed in Section 3.1 (a)(1)(A), (B) and (C); and
 
 
 
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(2)
is the sum of:

 
(A)
the post-retirement subsidized Survivor benefit that would actually be payable to Participant’s Survivor under the Pension Plan; and

 
(B)
the subsidized post-retirement Survivor benefit, if any, payable as part of the Participant’s Supplemental Pension Benefit under Section 3.1(b) of the Frozen Plan.

(c)
For purposes of the calculations in Section 3.1(a) and (b), a Participant’s benefit under the Frozen Plan shall be the benefit that was earned and 100% vested as of December 31, 2004, determined in a manner that complies with Code Section 409A and related U.S. Treasury guidance.

3.2            Vesting

The vesting of a Participant's Supplemental Pension Benefit shall be subject to the Pension Plan's vesting provisions.

3.3            Calculation of Benefits

For all calculations of actuarial equivalence under the Plan, the applicable actuarial factors and methods described in the Pension Plan shall be used except that, for Part A Participants, the Applicable Interest Rate shall be the same rate(s) used, for the applicable time period(s), to calculate the present value of pension benefits guaranteed by the Pension Benefit Guaranty Corporation in case of a plan termination.

3.4            Coordination with Other Retirement Benefits

The Supplemental Pension Benefit shall be added to, and treated as being part of, the benefits payable to a Participant (or a Spouse, Domestic Partner or Beneficiary) under the Pension Plan when applying provisions of other Company retirement plans, arrangements or agreements which provisions reduce benefits payable under these plans, arrangements or agreements by the amount of benefits payable under the Pension Plan.

3.5            Duration of Accruals

No Participant shall accrue any Supplemental Pension Benefit under this Plan during any period in which benefit accruals under the Pension Plan have been suspended or after benefit accruals under the Pension Plan have ceased.
 
 

 
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Article IV                                 Payment of Benefits

4.1            Time and Form of Payment

(a)
The Supplemental Pension Benefit under Section 3.1 shall be paid to the Participant in the form of a single lump sum upon the later of the Participant’s Separation from Service or attaining age 55, in January of the year following the later event.

(b)
Notwithstanding Section 4.1(a), if a Participant is a Specified Employee and payment of the Participant’s Supplemental Pension Benefit is upon Separation from Service, the Participant’s Supplemental Pension Benefit shall be paid in July of the year following Separation from Service.

 (c)
The amount of the benefit payable in single lump sum form shall be the actuarially equivalent present value, determined as of the date of payment, of:

 
(1)
the Supplemental Pension Benefit described in Section 3.1(a), and

 
(2)
for a Part A Participant, the amount, if any, described in Section 3.1(b),

 
with both (1) and (2) stated in the form of a single life annuity.

4.2            Pre-Retirement Death Benefits - Part A Participants

(a)
If a Part A Participant who dies before the Supplemental Pension Benefit payment has been made under Section 4.1 has a Survivor who is eligible for a pre-retirement Survivor benefit under the Pension Plan, then the Survivor shall be eligible for a Supplemental Pre-Retirement Survivor Benefit under this Plan (if the amount calculated under Section 4.2(c) is greater than zero).

(b)
The Supplemental Pre-Retirement Survivor Benefit shall be paid to the Participant’s eligible Survivor in a single lump sum amount (1) within 90 calendar days after the date of Participant's death, if the Participant dies before January 1, 2008 or (2) in the year after the year of Participant's death, if the Participant dies on or after January 1, 2008.

 (c)
The amount of the Supplemental Pre-Retirement Survivor Benefit shall be equal to the actuarial present value, determined using the applicable assumptions and methods under the Pension Plan (as modified by Section 3.3 of this Plan) as of the date of payment, of the excess of (1) over (2) where:

 
(1)
is the pre-retirement Survivor benefit that would be payable to the Survivor under the Pension Plan if the Pension Plan did not have the provisions listed in Section 3.1(a)(1)(A), (B) and (C) of this Plan; and
 
 
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(2)
is the sum of:

 
(A)
the pre-retirement Survivor benefit that is actually payable under the Pension Plan; and

 
(B)
the Supplemental Pre-Retirement Survivor Benefit and/or Supplemental Pre-Retirement Surviving Spouse Benefit, if any, payable under the Frozen Plan.

(d)
For purposes of the calculation in Section 4.2(c), the Frozen Plan benefit described in Section 4.2(c)(2)(B) shall be the benefit that was earned and 100% vested as of December 31, 2004, determined in a manner that complies with Code Section 409A and related U.S. Treasury guidance.

4.3            Pre-Retirement Death Benefits - Part B Participants

If a Part B Participant dies before the Supplemental Pension Benefit payment has been made under Section 4.1, the Participant's Supplemental Pension Benefit shall be paid to the Participant's Beneficiary in a single lump sum amount (1) within 90 calendar days after the date of Participant's death, if the Participant dies before January 1, 2008 or (2) in the year after the year of Participant's death, if the Participant dies on or after January 1, 2008.

4.4            Supplemental Pension Benefits after Rehire

 (a)
To the extent a Part A Participant has been paid a lump sum Supplemental Pension Benefit under this Plan or the Frozen Plan and is later rehired by any Company, he shall not, upon subsequent Retirement or other Separation from Service, be entitled to any additional Supplemental Pension Benefit under this Plan based upon any Credited Service used in the calculation of the initial Supplemental Pension Benefit payment.  Furthermore, any Credited Service that is or would be disregarded under the preceding sentence in computing a Part A Participant's Supplemental Pension Benefit shall also be disregarded in computing any benefits payable to Participant's Survivor under Section 4.2 after Participant's reemployment.

(b)
To the extent a Part B Participant is paid a lump sum Supplemental Pension Benefit under this Plan or the Frozen Plan and is later rehired by any Company, he shall not, upon subsequent Retirement or other Separation from Service, be entitled to any additional Supplemental Pension Benefit under this Plan based upon any Benefit Credits or Interest Credits used in the calculation of the initial Supplemental Pension Benefit payment.  Furthermore, any Credits that are or would be disregarded under the preceding sentence in computing a Part B Participant's Supplemental Pension Benefit shall also be disregarded in computing any benefits payable to Participant's Beneficiary under Section 4.3 after Participant's reemployment.

(c)
Any Supplemental Pension Benefit payable under this Plan to a Participant who is rehired shall be reduced by the value of any Supplemental Pension Benefit paid before his rehire.
 
 

 
6

4.5            Beneficiaries

The Plan Administrator shall provide an opportunity for a Part B Participant to designate in writing one or more Beneficiaries to receive Plan benefits following the Participant's death, and to change any designations.  If a Participant dies without a surviving, validly designated Beneficiary and all or part of the Participant's Accrued Benefit remains payable, the benefit shall be paid to the Participant's surviving Spouse or Domestic Partner or, if there is no surviving Spouse or Domestic Partner, to the Participant's estate.

4.6            Domestic Relations Orders

A person shall not qualify for a benefit under this Plan solely because he is entitled to a benefit under the Pension Plan by reason of a "qualified domestic relations order" (as defined in ERISA Section 206).  Notwithstanding Section 7.3, the Plan Administrator shall comply with the terms of a qualified domestic relations order that specifically assigns to another person all or part of a Participant’s or a Survivor’s rights to benefits under this Plan.

4.7            Tax Withholding

Plan payments, and under certain circumstances an accrued Supplemental Pension Benefit not yet paid, may be subject to withholding for taxes.  To the extent the Company meets any withholding obligations by paying the required withholding, the Participant's Supplemental Pension Benefit shall be reduced by the amount of the Company's payment.


Article V                       Funding

5.1            In General

(a)
This Plan shall be maintained as an unfunded plan that is not intended to meet the qualification requirements of Code Section 401.  Plan benefits shall be payable solely from the general assets of the Company that employs the Participant when benefits are accrued, or a Company that has assumed liability for paying the benefits.  No separate or special fund shall be established and no segregation of assets shall be made to assure the payment of Plan benefits, though the Company may choose to fund Plan benefits through a Rabbi Trust.  A Participant shall have no right, title, or interest in or to any investments that the Company may make to aid in meeting its obligations under this Plan.

(b)
Nothing contained in the Plan, and no action taken under it, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company or the Plan Administrator and a Participant or any other person.  To the extent that any person acquires a right to receive Plan benefits, that right shall be no greater than the right of an unsecured creditor of the Company.
 
 

 
7


Article VI                                 Administration

6.1            Plan Administrator

(a)
The Plan shall be administered by a Plan Administrator appointed in accordance with the terms of the Pension Plan.  The Plan Administrator shall have full power and authority to interpret the Plan; to prescribe, amend and rescind any rules, forms and procedures as it deems necessary or appropriate for the proper administration of the Plan; to make any other determinations including factual determinations and determinations as to eligibility for, and the amount of, benefits payable under the Plan; and to take any other actions it deems necessary or advisable in carrying out its duties under the Plan.

(b)
All decisions, interpretations and determinations by the Plan Administrator shall be final and binding on the Company, Participants and any other persons having or claiming an interest under this Plan.

(c)
The claim and appeal process under the Pension Plan shall apply to this Plan.

(d)
It is intended that the Plan comply with the requirements of Code Section 409A, and the Plan shall be so administered and interpreted.

6.2            Amendment or Termination

Subject to Section 6.3, CIGNA, through its Board of Directors, the People Resources Committee of the Board of Directors (or a successor committee), may amend or terminate this Plan at any time, in whole or in part.  Except to the extent required to comply with applicable law, no amendment or termination shall impair or adversely affect any benefits accrued under the Plan in which the Participant was vested as of the date of that action.

6.3            Change of Control

For a three-year period beginning on the effective date of a Change of Control and as to Participants on that date:

(a)
the Plan shall not be terminated;

(b)
the accrual of Supplemental Pension Benefits shall not be stopped, suspended or otherwise adversely affected; and

(c)
the rate at which Supplemental Pension Benefits accrue shall not be reduced.
 
 
 
8


 
CIGNA reserves the right to amend or eliminate this Section 6.3 at any time before a Change of Control.


Article VII                                 Miscellaneous

7.1            Notices

A Participant, Beneficiary or Survivor shall be responsible for providing the Plan Administrator with his or her current and proper address for the mailing of notices, reports and benefit payments.  Any notice shall be deemed given if directed to a person's last known address and mailed by regular United States mail, first-class and prepaid.

7.2            Nonalienation of Benefits

None of the payments, benefits or rights of any Participant, Beneficiary or Survivor shall be subject to any claim of any creditor.  To the fullest extent permitted by law, all Plan payments, benefits and rights shall be free from attachment, garnishment, trustee's process, or any other legal or equitable process available to any creditor of the Participant, Beneficiary or Survivor.  No Participant, Beneficiary or Survivor shall have the right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments that he may expect to receive under this Plan, except the right, to the extent applicable, to designate a Beneficiary or Survivor and change a Beneficiary or Survivor designation.

7.3            Reliance on Data

The Company, the Plan Administrator and all other persons associated with the Plan's operation shall have the right to rely on the veracity and accuracy of any data provided under this Plan or the Pension Plan by the Participant, Beneficiary or Survivor, including representations as to age, health and marital status.  These representations are binding upon any party seeking to claim a benefit through a Participant.  The Company, the Plan Administrator and all other persons associated with the Plan's operation are absolved completely from inquiring into, and may rely upon, the accuracy or veracity of any representation made at any time by a Participant, Beneficiary or Survivor.

7.4            No Contract of Employment

Neither the establishment of the Plan, nor any Plan amendment, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant, or any other person, the right to be employed or continue to be employed by the Company, and all Participants and other persons shall remain subject to discharge to the same extent as if the Plan had never been adopted.
 
 
9


 
7.5            Effect on Other Plans

Except as provided in the Plan, no Plan benefit shall be deemed salary or other compensation in computing benefits under any employee benefit plan or other arrangement of the Company.

7.6            Severability of Provisions

If any provision of the Plan shall be held invalid or unenforceable, the invalidity or unenforceability shall not affect any other Plan provisions, and the Plan shall be construed and enforced as if that provision had not been included.

7.7            Heirs, Assigns and Personal Representatives

The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, Beneficiary or Survivor, present and future.

7.8            Payments to Minors, Etc.

Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of legally accepting receipt shall be deemed paid when paid to the person's guardian or to the party providing or reasonably appearing to provide for the care of the person, and that payment shall fully discharge the Company, the Plan Administrator and all other parties regarding that benefit payment.

7.9            Interpretation

All statutory or regulatory references in this Plan shall include successor provisions.

7.10           Headings and Captions

The headings and captions in the Plan are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

7.11            Gender and Number

Except where otherwise clearly indicated by context, the masculine and the neuter shall include the feminine and the neuter, the singular shall include the plural, and vice-versa.
 
7.12            Controlling Law

The Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.

END OF DOCUMENT

 
 10


John M. Murabito, Executive Vice President Human Resources and Services
Exhibit 10.22
 
 
  CIGNA
   
 
1601 Chestnut Street
[Date]
Philadelphia, PA 19192
 
Telephone XXX-XXX-XXXX
[Name]
 
[Dept.]
 
 
Form of
CIGNA Long-Term Incentive Plan:  Nonqualified Stock Option
 
Congratulations, CIGNA Corporation (CIGNA) has awarded you, [Name] (ID: XXXXX), a Nonqualified Stock Option (Option) under the CIGNA Long-Term Incentive Plan (Plan) as follows:
 
Date of
Number of Shares
Option Price
Grant
Underlying the Option
 
     
[Date]
XXX Shares
$ XXX.XX
 
If you remain continuously employed by a CIGNA company from the date of grant, the Option will become exercisable   [per Vesting Schedule].

The award is subject to the provisions of the Plan and the Attachment.  The Attachment contains, among other provisions:

l
a non-competition paragraph;
 
l
customer and employee non-solicitation paragraphs; and
 
l
a requirement that you must notify CIGNA's Shareholder Services Department immediately in writing if you   do not accept the Option grant.  If you do not notify CIGNA or you exercise the Option, you will be agreeing to all the terms and conditions of the grant.
 
The Attachment and Key Contacts and Reference Materials document are enclosed.  The Key Contacts and Reference Materials document contains information on how to get important stock award information (such as the Plan document, Plan Prospectus, Tax Considerations and CIGNA's Securities Transactions and Insider Trading Policy) and whom to contact if you have questions.
 
Please be aware that the CIGNA Securities Transactions and Insider Trading Policy places restrictions on your transactions in CIGNA securities and requires certain CIGNA employees to obtain advance permission from the Corporate Secretary before executing transactions in CIGNA securities.
 
For more information about your award, please visit Your CIGNA Life>Returns>Incentive Pay>Stock Program.  If you still have questions after reviewing the website, please call the CIGNA Shareholder Services Department at   [ phone number ] .

 
CIGNA CORPORATION
 
BY
 
John M. Murabito
 
Enclosures

 
 

 

ATTACHMENT TO [DATE] GRANT
OF NONQUALIFIED STOCK OPTIONS

This Attachment is part of your [Date] Option grant from CIGNA.  The terms of your Option are in (a) the grant letter, (b) this Attachment and (c) the applicable Plan provisions.  Certain words in this Attachment with first letters capitalized are defined in the grant letter, the Attachment or Article 2 of the Plan. This grant is void if you are not an employee of CIGNA or a Subsidiary (a CIGNA company) on [Date] .

1.
The Option

The Option gives you the right to buy a certain number of shares of CIGNA Corporation Common Stock (Shares) during the Option Period at the Option Price.  Your grant letter lists the number of Shares and your Option Price.

2.
Option Period

[Vesting Schedule].
 
You can exercise the Option only during the Option Period.  The Option “vests” (becomes exercisable) on the first day of the Option Period and expires on the last day of the Option Period.
 
The Option Period for all the Shares ends the earlier of 5:00 p.m. Philadelphia time on [expiration date] or upon your Termination of Employment described under Early Expiration in paragraph 4.

If your Termination of Employment occurs before the Option vests, the Option will lapse immediately upon your Termination of Employment unless it vests early as described under Early Vesting below.

3.
Early Vesting

If your Termination of Employment occurs before the Option vests under paragraph 2, it will nevertheless vest on your Termination of Employment date if:

(a)
Your Termination of Employment is because of your death, Disability, Early Retirement or Retirement and you have not received or will not be receiving severance pay from any CIGNA company (whether under any severance benefit plan or any contract, agreement or arrangement); or
   
(b) Your Termination of Employment is Upon a Change of Control.
 
4.             Early Expiration

(a)
The Option will expire immediately upon your Termination of Employment (including a termination during an approved leave of absence) unless :

 
(1)
Your Termination of Employment is on account of death, Disability, Early Retirement, or Retirement; and

 
(2)
You will not be receiving severance pay from any CIGNA company (whether under any severance benefit plan or any contract, agreement or arrangement).

(b)
If your Termination of Employment is because of your death, Disability or Retirement, and you will not be receiving severance pay from any CIGNA company (whether under any severance benefit plan or any contract, agreement or arrangement), the Option Period will end at 5:00 p.m. Philadelphia time on [expiration date] .

(c)
If your Termination of Employment is because of your Early Retirement, and you will not be receiving severance pay from any CIGNA company (whether under any severance benefit plan or any contract, agreement or arrangement), the Option will expire on:

 
(1)
The earlier of [expiration date] or the third anniversary of your Termination of Employment date; or
 
 
(2)
[Expiration date] if , within six months before your Termination of Employment date, you were an Executive Officer subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934 (“Executive Officer”).


(d)
If your Termination of Employment is Upon a Change of Control, the Option will expire on the earlier of [expiration date] or three months after your Termination of Employment date.
 
5.             Exercising the Option; Tax Withholding
 
(a)  
Your rights to exercise the Option, and to sell any Shares you acquire by exercising the Option, may be limited by CIGNA.  The rights are subject to the terms of CIGNA's Securities Transactions and Insider Trading Policy, and CIGNA reserves the right, for any reason at any time, to suspend or delay action on any request you make to exercise the Option or sell the Shares.  The method by which you may exercise the Option may be restricted by CIGNA to comply with legal requirements.  In the event that you are unable to exercise the Option due to limitations imposed by applicable law, the Option will not expire on the otherwise applicable termination date determined under paragraph 4 above but instead will terminate ten business days after the first date on which the Option is again exercisable free of such limitations (provided, however, that the Option shall not be exercisable after 5:00 p.m. Philadelphia time on [expiration date] .

(b)
To exercise all or part of the Option, you must complete and submit, where required by CIGNA, an appropriate Option exercise form and pay the Option Price and any required tax withholding.

(c)
You may pay the Option Price with cash.  If you pay with cash, you must also pay any applicable withholding tax liability in cash before Shares will be deposited in your Stock Account or delivered to you.

(d)
If you are an employee of a CIGNA company when you exercise the Option, you may pay the Option Price with shares of CIGNA Common Stock that are in your Stock Account as long as:

(1)
you first purchased the shares on the open market; or

 
(2)
at least six months have elapsed after (A) the grant date, if you received them as a grant of unrestricted Shares; (B) the vesting date, if you received them as a grant of Restricted Stock; or (C) the purchase date, if you bought them through a previous option exercise;

 
provided, however, in no event shall such form of Option exercise be permitted if, as determined by CIGNA in its sole discretion, adverse tax or accounting consequences to CIGNA would result.  If you are not an employee of a CIGNA company when you exercise the Option, or if your beneficiary or estate exercises the Option, the Option Price cannot be paid in shares of stock.

(e)
If you pay the Option Price in shares of CIGNA Common Stock:

 
(1)
You must exercise the Option for at least 50 Shares.  If there are not at least 50 Shares underlying the Option, you must exercise the Option for all the Shares.

 
(2)
You must pay any applicable tax-withholding obligation.  CIGNA reserves the right to withhold from the Shares you purchase enough Shares to defray all or part of any applicable tax-withholding obligation.  If you are an Executive Officer when you exercise the Option, you may satisfy part of the withholding obligation by remitting to CIGNA shares of Common Stock you have owned for at least six months as of the date the withholding obligation arises.

(f)
To the extent permitted by applicable law, CIGNA may provide you, your beneficiary or estate with a way to do a cashless exercise of the Option.  The ability to do a cashless exercise, and the rules that apply, are subject to modification or termination by CIGNA in its sole discretion at any time.

6.            Book-Entry Shares

When you, your beneficiary or estate exercise the Option, CIGNA (or a custodian appointed by CIGNA) will hold your Shares in book-entry form in your Stock Account and issue a statement to the appropriate party showing the Shares credited to your Stock Account.  If you ask for a stock certificate, a certificate will be issued, unless a Restitution Event has occurred.

7.            Conditions of Option Grant


(a)
You agree not to engage in any conduct that constitutes a Restitution Event.  You understand and agree that your agreement not to engage in any conduct that would constitute a Restitution Event is a material part of the inducement for, and a condition precedent to, (1) CIGNA granting you the Option and (2) your eligibility to exercise the Option and retain any benefit from the exercise of the Option.

(b)
A “Restitution Event” will occur if, directly or indirectly, you do any of the things listed below:

 
(1)
Have a Termination of Employment initiated by a CIGNA company because of your misconduct, as that term is defined in CIGNA's Standards of Conduct or other employment policies;

 
(2)
If, for a period of twelve months after your Termination of Employment and subject to paragraph 7(c), you own or operate a business (or accept a job as an employee or independent contractor with a business) that provides or offers products or services that compete with any CIGNA company (“CIGNA Competitor”);

 
(3)
If, during your employment or for a period of twelve months after your Termination of Employment, you entice, encourage, persuade, or solicit, or attempt to entice, encourage, persuade or solicit, any employee of any CIGNA company to terminate his/her employment with, or otherwise cease his/her relationship, contractual or otherwise, with that CIGNA company.  This paragraph 7(b)(3) shall not apply to applications for employment submitted voluntarily by CIGNA employees, in response to general advertisements or otherwise; provided in both cases that such employees have not been enticed, encouraged, persuaded, or solicited by you, or anyone acting on your behalf or in response to information provided by you, to leave CIGNA;

 
(4)
If, during your employment or for a period of twelve months after your Termination of Employment, you entice, encourage, persuade, or solicit, or attempt to entice, encourage, persuade or solicit, any customer of any CIGNA company to (i) end an existing relationship, contractual or otherwise, with that CIGNA company or (ii) enter into any business arrangements with you or any business which you may become employed by, or affiliated in any way with, after leaving any CIGNA company, if such business arrangements would compete in any way with any business that CIGNA has conducted, or has been planning to conduct, during the 12-month period ending on the date of the Restitution Event;

 
(5)
Disclose to any third-party at any time, without the prior written consent of CIGNA (except to the extent required by an order of a court having competent jurisdiction or pursuant to a properly issued subpoena), whether during or after your employment, any trade secrets, confidential information, or proprietary materials (collectively, “Confidential Information”), which include, but are not limited to, customer lists, financial records, marketing plans, sales plans, etc., unless such Confidential Information has been previously disclosed publicly by CIGNA or has become public knowledge other than by your breach of the conditions of this Option grant;

 
(6)
Do anything else while an employee of any CIGNA company that is not discovered by a CIGNA company until after your Termination of Employment that would, if you were an employee of a CIGNA company at the time of the occurrence’s discovery, be reason for your Termination of Employment for misconduct, as that term is defined in CIGNA's Standards of Conduct or other employment policies at such time; or

 
(7)
Fail at any time following your Termination of Employment to cooperate with CIGNA in all investigations of any kind, in assisting and cooperating in the preparation and review of documents and meeting with CIGNA attorneys, and in providing truthful testimony as a witness or a declarant in connection with any present or future court, administrative, agency, or arbitration proceeding involving CIGNA and with respect to which you have relevant information.  CIGNA agrees that it will reimburse you, upon production of appropriate receipts and in accordance with CIGNA's then existing Business Travel Reimbursement Policy, the reasonable business expenses (including air transportation, hotel, and similar expenses) incurred by you in connection with such assistance.

(c)
(1)
Paragraph 7(b)(2) shall not apply to you if your Termination of Employment is initiated by a CIGNA company for reasons other than your misconduct, as that term is defined in CIGNA's Standards of Conduct or other employment policies.

 
(2)
Paragraph 7(b)(2) shall apply to you only if at the time of, or within six months before, your Termination of Employment you were employed:


 
(A)
In a position at or above Career Band 6, in which case the geographic scope of the non-competition restriction shall be global; or

 
(B)
In a position other than a Career Band 6 or above job and you will be performing work for the CIGNA Competitor that is similar to the work you performed at CIGNA at the time of, or within six months before, your Termination of Employment, in which case the geographic scope of the non-competition restriction shall be the geographic area covered by you, or the geographic area in which you worked or with respect to which you had responsibility, at the time of, or within six months before, your Termination of Employment.

 
(3)
Paragraph 7(c)(2)(B) shall be interpreted so that, for example, if you were a CIGNA sales employee and your sales territory at the time of, or within six months before, your Termination of Employment was Pennsylvania, New Jersey, and New York, Paragraph 7(b)(2) shall apply to you only if you work in a sales position for a CIGNA Competitor and only to the extent your territory is Pennsylvania, New Jersey, and/or New York.  Similarly, if you were a CIGNA underwriter with nationwide responsibilities on the date of, or within six months before, your Termination of Employment, and you accept a job with a CIGNA Competitor as an underwriter, paragraph 7(b)(2) shall be nationwide in scope.

 
(4)
You acknowledge and agree that CIGNA's business competes on a global basis, that CIGNA’s sales and marketing plans are for continued expansion throughout the United States of America and globally, and that the global nature of this non-compete restriction and the time limitations set forth in paragraph 7(b) are reasonable and necessary for the protection of CIGNA's business and its Confidential Information.

(d)
(1)
If you were an Executive Officer at any time during the 24-month period before the date of the Restitution Event, the Committee shall determine whether you have a Restitution Event and shall have the sole discretion to waive your obligation to make all or any part of a Restitution Payment and to impose conditions on any waiver.

 
(2)
With respect to all other individuals, CIGNA's Senior Human Resources Officer, or his or her designee, shall determine whether you have a Restitution Event, and shall have the sole discretion to waive your obligation to make all or any part of a Restitution Payment and to impose conditions on any waiver.

 
(3)
Determinations of the Committee, CIGNA's Senior Human Resources Officer, or his or her designee, shall be final and binding on all parties.

8.            Consequences of a Restitution Event

(a)
You will be immediately required to make a Restitution Payment to CIGNA under paragraph 8(d) below if you exercised any part of the Option within the 24-month period before the Restitution Event and either:

 
(1)
You have a Restitution Event described in paragraph 7(b)(2), (3) or (4) either before your Termination of Employment or within 12 months after your Termination of Employment; or

 
(2)
You have a Restitution Event described in paragraph 7(b)(1), (5), (6) or (7) at any time.

(b)
If, at any time, you have a Restitution Event, all unexercised portions of the Option shall be cancelled.

(c)
“Restitution Payment” means the amount equal to:

(1)
the number of Shares you acquired when you exercised the Option; multiplied by

 
(2)
the excess of (A) the Fair Market Value on the date you exercised the Option over (B) the Option Price; plus

 
(3)
the total amount of all dividends, if any, paid on those Shares from the date you exercise the Option through the date of the Restitution Payment.

(d)
CIGNA will recover the Restitution Payment by any or all of the following methods, at the sole discretion of CIGNA management.


 
(1)
When a Restitution Event occurs, if you have any Shares in your Stock Account or in any other account in book-entry form, you will relinquish the whole number of Shares that has a Fair Market Value (as of the date of the Restitution Event) up to, but not more than, the Restitution Payment.

 
(2)
After recovery of Shares described in paragraph 8(d)(1), CIGNA will, to the extent permitted by applicable law, reduce by any remaining Restitution Payment the amount of any payments owed to you by CIGNA or any Subsidiary, including without limitation any payments due you under any nonqualified retirement, deferred compensation or other plan or arrangement.  This reduction will not occur, however, until the date a future payment to you is due.

 
(3)
You will be obligated to repay to CIGNA, within 30 days after you receive a written notice and demand for payment from CIGNA, any Restitution Payment remaining after taking into account the recovery of Shares under paragraph 8(d)(1) and the reduction of payments to you under paragraph 8(d)(2).

9.
Acceptance

If you disagree with any of the terms and conditions of this Attachment, including the restitution provisions in paragraphs 7 and 8, notify CIGNA's Shareholder Services Department immediately in writing that you are not accepting the Option.  If you fail to notify CIGNA's Shareholder Services Department, you will be (i) agreeing to all the terms and conditions of the Option, including the restitution provisions, as conditions precedent to your eligibility to exercise the Option; (ii) warranting and representing to CIGNA that you are, and will remain, in full compliance with all the terms of the Option; and (iii) authorizing the recovery by CIGNA of the Restitution Payment if you have a Restitution Event.

10.            Injunctive Relief

You agree that CIGNA shall, in addition to any other relief available at law or equity, be entitled to injunctive relief and/or to have the restrictive covenants contained in paragraph 7(b) specifically enforced by a court of competent jurisdiction (without the requirement to post a bond), it being agreed that any breach or threatened breach of the restrictive covenants set forth in paragraph 7(b) would cause irreparable injury to CIGNA and that monetary damages alone would not provide an adequate remedy.  The remedies contained herein are cumulative and are in addition to any other rights and remedies CIGNA may have at law or in equity.

11.            Agreeing to Assume Risks

CIGNA and its transfer agent will try to process your stock transaction requests in a timely manner; however, CIGNA makes no promises or guarantees to you relating to the market price of the Shares or to the time it may take to act on your request to exercise the Option, sell the Shares or deliver Share certificates.  By exercising the Option:

(a)
You acknowledge that the action you request may not be completed until several days (or in the case of delivery of Share certificates, several weeks) after you submit it.

(b)
You agree to assume the risks, including the risk that the market price of the Shares may change, related to delays described in paragraph 11(a):

(1)  
Between the time you submit an Option exercise form and the time your Option is actually exercised;

(2)  
Between the time you ask for any Shares to be sold and the time your Shares are actually sold; and

(3)  
Between the time you ask for Share certificates to be delivered to you or your broker and the time the certificates are delivered.

12.           Applicable Law; Arbitration

(a)
You understand and agree that the terms and conditions of this Option, including any Restitution Event, the consequences of any Restitution Event, and all determinations made pursuant to the Option grant letter, the Plan, and this Attachment shall be construed under the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws rule.

(b)
You agree that any dispute regarding the terms and conditions under which this Option has been granted will be resolved exclusively pursuant to the CIGNA Employment Dispute Arbitration Policy and its Rules and Procedures as
 

  may be in effect at the time such dispute arises.  You agree and understand that you are waiving your right to have such a dispute decided by a judge or jury in a court of law, and instead you are agreeing to submit such disputes exclusively to mandatory and binding final arbitration; however, you and/or CIGNA may seek emergency or temporary injunctive relief from a court in accordance with applicable law.  After a court has issued a decision regarding emergency or temporary injunctive relief, you and CIGNA shall submit the dispute to final and binding arbitration pursuant to the CIGNA Employment Dispute Arbitration Policy.

13.           Miscellaneous

(a)
If any provision of this Attachment is determined by a court of competent jurisdiction to be unenforceable as written, such provision shall be enforceable to the maximum extent permitted by law and shall be reformed by such court to make such provision enforceable in accordance with the intent of the parties and applicable law.

(b)
The failure of any party to enforce any of the provisions of this Option shall not be construed to be a waiver of the right of such party to enforce such provisions in the future.



 
 



Exhibit 10.23
 
 
 
 

 
 
 
 
ASSET AND STOCK PURCHASE AGREEMENT
 
 
by and among
 
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
 
 
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,
 
 
THE CANADA LIFE ASSURANCE COMPANY
 
 
and
 
 
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
 
 
Dated as of November 26, 2007
 


 
 

 

TABLE OF CONTENTS
Page
ARTICLE I

DEFINITIONS

Section 1.01
Definitions
2

ARTICLE II

TRANSFER AND ACQUISITION OF ASSETS
     
Section 2.01
Consideration
25
Section 2.02
Acquisition of Transferred Assets and Shares; Assumption of Assumed Liabilities
25
Section 2.03
Payments at and After Closing.
26
Section 2.04
Additional Adjustment of Purchase Price
29
Section 2.05
Place and Date of Closing.
31
Section 2.06
Transactions to be Effected at the Closing
31
Section 2.07
Nonassignability of Assets
32
Section 2.08
Delayed Approvals
32

ARTICLE III

RENEWAL RIGHTS

Section 3.01
Cessation of Renewals
33
Section 3.02
Renewal Rights
33
     
ARTICLE III A

UNRELATED ADMINISTERED CONTRACTS

Section 3A.01
Cessation of Renewals.
36
Section 3A.02
Renewal Rights
36

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER, FGWLA AND CLAC

Section 4.01
Organization, Standing and Authority
36
Section 4.02
Capitalization.
37
Section 4.03
Authorization.
38
Section 4.04
Non-Contravention
38


i

 
Section 4.05
Consents and Approvals
39
Section 4.06
Statement of Assets and Liabilities
39
Section 4.07
Insurance Company Subsidiary Financial Statements
40
Section 4.08
Absence of Certain Changes
40
Section 4.09
Business Contracts
42
Section 4.10
Business Reinsurance Agreements
42
Section 4.11
Transferred Assets
43
Section 4.12
Litigation; Orders
43
Section 4.13
Compliance with Law
43
Section 4.14
Permits
46
Section 4.15
Brokers
46
Section 4.16
Employees
46
Section 4.17
Employee Plans
48
Section 4.18
Real Property
50
Section 4.19
Computer Software
51
Section 4.20
Intellectual Property Rights…
53
Section 4.21
Tax Matters
54
Section 4.22
Security Deposits
57
Section 4.23
Bank Accounts
57
Section 4.24
Sufficiency of Assets…
57
Section 4.25
Actuarial Reports
57
Section 4.26
Disclosure
57
Section 4.27
Producer Appointments and Contracts
58
Section 4.28
Certain Insurance Contracts
58
Section 4.29
Books and Records
58
Section 4.30
Officer and Director Claims
58
Section 4.31
Noncompetition Agreements
58
Section 4.32
Insurance Coverage
58
Section 4.33
Stop Loss Insurance Contracts
58

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Section 5.01
Organization, Standing and Authority
59
Section 5.02
Authorization
59
Section 5.03
Non-Contravention
59
Section 5.04
Compliance with Law
60
Section 5.05
Consents and Approvals
60
Section 5.06
Brokers
61
Section 5.07
Ratings
61
Section 5.08
Licenses and Franchises
61
Section 5.09
Purchaser Financial Statements
61
Section 5.10
Absence of Certain Changes
61
Section 5.11
Sufficient Funds.
62
Section 5.12
Investment Intent
62

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ARTICLE VI

COVENANTS

Section 6.01
Conduct of Business
62
Section 6.02
Exclusivity
66
Section 6.03
Access to Information; Confidentiality
67
Section 6.04
Reasonable Best Efforts
67
Section 6.05
Consents, Approvals, Filings and Costs
67
Section 6.06
Representations and Warranties
69
Section 6.07
Notification
70
Section 6.08
Further Assurances
70
Section 6.09
Expenses
70
Section 6.10
Resources
70
Section 6.11
Employees and Employee Benefits.
70
Section 6.12
Form and Rate Filing
76
Section 6.13
Intercompany Relationships
76
Section 6.14
Non-Compete
77
Section 6.15
Cooperation/Integration
79
Section 6.16
Core Administration System
79
Section 6.17
Seller Confidentiality Agreements
79
Section 6.18
Books and Records
80
Section 6.19
Confidentiality
80
Section 6.20
Insurance Coverage
82
Section 6.21
Great-West Healthcare Holdings, Inc
82
Section 6.22
Seller Subsidiaries Acquisition Agreements.
83
Section 6.23
Supplements to Schedules
83
Section 6.24
Electronic Delivery of Computer Software
83
Section 6.25
Resolution of Certain Issues.
83
Section 6.26
Termination of Certain Contracts
83
Section 6.27
Preparation for Closing.
84
Section 6.28
Optional Business
84
Section 6.29
Tax Returns
85

ARTICLE VII

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER

Section 7.01
Representations and Covenants
85
Section 7.02
Secretary’s Certificate
86
Section 7.03
Other Agreements
86
Section 7.04
Governmental and Regulatory Consents and Approvals
86
Section 7.05
Third Party Consents
87
Section 7.06
No Injunctions or Restraints
87
Section 7.07
Resignation of Officers and Directors
87

 
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ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF SELLER, FGWLA AND CLAC

Section 8.01
Representations and Covenants
87
Section 8.02
Secretary’s Certificate
88
Section 8.03
Other Agreements.
88
Section 8.04
Governmental and Regulatory Consents and Approvals
88
Section 8.05
Third Party Consents
88
Section 8.06
No Injunctions or Restraints
88
     
ARTICLE IX

FURTHER AGREEMENTS

Section 9.01
Access to Books and Records
89
Section 9.02
Cooperation
90
Section 9.03
Actuarial Appraisal
90
Section 9.04
Use of Names
90
Section 9.05
Reserves.
91
Section 9.06
Control of Litigation
91
Section 9.07
License to Owned Generally Used Software
93

ARTICLE X

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 10.01
Survival of Representations, Warranties and Covenants.
94

 
ARTICLE XI

INDEMNIFICATION

Section 11.01
Obligation to Indemnify
94
Section 11.02
Indemnification Procedures
96

ARTICLE XII

TAXES

Section 12.01
Tax Indemnity
97
Section 12.02
Returns and Payments.
99
Section 12.03
Refunds
100
Section 12.04
Contests
101
Section 12.05
Time of Payment
102
Section 12.06
Cooperation and Exchange of Information
102
Section 12.07
Miscellaneous.
103
 
 
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Section 12.08
Exclusivity
105
     
 
 
ARTICLE XIII

TERMINATION PRIOR TO CLOSING

Section 13.01
Termination of Agreement.
105
Section 13.02
Survival
106
     
ARTICLE XIV

GENERAL PROVISIONS

Section 14.01
Publicity
106
Section 14.02
Dollar References
107
Section 14.03
Notices
107
Section 14.04
Entire Agreement
108
Section 14.05
Waivers and Amendments; Non-Contractual Remedies;
 
 
Preservation of Remedies
108
Section 14.06
Governing Law.
108
Section 14.07
Jurisdiction
108
Section 14.08
Binding Effect; Assignment
109
Section 14.09
Interpretation
109
Section 14.10
No Third Party Beneficiaries
110
Section 14.11
Counterparts
110
Section 14.12
Exhibits and Schedules
110
Section 14.13
Headings
110


 
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EXHIBITS
 
Exhibit A
Form of Assumption Agreement
Exhibit B
Form of Bill of Sale and General Assignment
Exhibit C
December 31 Net Worth Statement
Exhibit D
December 31 Statement of Assets and Liabilities
Exhibit E
Form of FGWLA Administrative Services Agreement
Exhibit F
Form of FGWLA Indemnity Reinsurance Agreement
Exhibit G
Form of Network Licensing Agreement
Exhibit H
Form of Seller Administrative Services Agreement
Exhibit I
Form of Seller Indemnity Reinsurance Agreement
Exhibit J
Form of CLAC Administrative Services Agreement
Exhibit K
Form of CLAC Indemnity Reinsurance Agreement
Exhibit L
Form of Subsidiary Assumption Agreement
Exhibit M
Form of Transition Services Agreement
Exhibit N
Form of Headquarters Leases
Exhibit O
Form of Employee Lease Agreement
Exhibit P
Examples of Adjustment to Purchase Price
Exhibit Q
CSRP Business Plan
   
   
 

 
vi

 

SCHEDULES
 
Schedule 1.01(a)
ADA Contracts
Schedule 1.01(b)
Administered Contracts
Schedule 1.01(c)
ASO Agreements
Schedule 1.01(d)
Assigned and Assumed Acquisition-Related Contracts
Schedule 1.01(e)
Assumed Liabilities Services Agreement
Schedule 1.01(f)
Assumed Reinsurance Agreements
Schedule 1.01(g)
CLAC Insurance Contracts
Schedule 1.01(h)
Continued Practices
Schedule 1.01(i)
Excluded Assets
Schedule 1.01(j)
FGWLA Insurance Contracts
Schedule 1.01(k)
Inactive HMOs
Schedule 1.01(l)
Insurance Company Subsidiaries
Schedule 1.01(m)
Composite Marks
Schedule 1.01(n)
Seller’s Knowledge
Schedule 1.01(o)
FGWLA’s Knowledge
Schedule 1.01(p)
CLAC’s Knowledge
Schedule 1.01(q)
Purchaser’s Knowledge
Schedule 1.01(r)
Methodologies
Schedule 1.01(s)
Non-Insurance Company Subsidiaries
Schedule 1.01(t)
Purchased Subsidiaries
Schedule 1.01(u)
Seller Insurance Contracts
Schedule 1.01(v)
Special Incentive and Severance Agreements
Schedule 1.01(w)
Subsidiary Insurance Contracts
Schedule 1.01(x)
Tangible Assets
Schedule 1.01(y)
Business Bank Accounts
Schedule 2.01
Allocation of Purchase Price
Schedule 4.01(b)
Seller Subsidiary Organization
Schedule 4.02
Seller Subsidiary Capitalization
Schedule 4.04
Non-Contravention
Schedule 4.05(a)(i)
Seller Regulatory Closing Consents
Schedule 4.05(a)(ii)
Other Seller Regulatory Consents
Schedule 4.05(b)
Other Seller Governmental Consents
Schedule 4.05(c)
Seller Third Party Consents
Schedule 4.06(b)
Unaudited Financial Statements
Schedule 4.08
Absence of Certain Changes
Schedule 4.09
Material Business Contracts
Schedule 4.10
Business Reinsurance Agreements
Schedule 4.12(a)
Litigation
Schedule 4.12(b)
Orders
Schedule 4.13(a)
Compliance with Law
Schedule 4.13(c)
Filings Compliance
Schedule 4.13(d)(i)
Policy Forms
Schedule 4.13(d)(ii)
Policy Form Compliance
 
 
vii

 
 
Schedule 4.13(e)
Premium Rate, Plan and Policy Filings
Schedule 4.13(f)
Privacy Compliance
Schedule 4.14
Permits
Schedule 4.16(b)
Unions
Schedule 4.16(h)
Certain Notices
Schedule 4.17(a)
Employee Plans
Schedule 4.17(c)
Seller Subsidiary Plans
Schedule 4.18(a)(i)
Transferred Leases
Schedule 4.18(a)(ii)
Subleased Leases
Schedule 4.19(a)
Principally Used Software
Schedule 4.19(b)
Generally Used Software
Schedule 4.19(c)
Excluded Software
Schedule 4.19(e)
Software Fees
Schedule 4.20(a)
Intellectual Property Violations
Schedule 4.20(b)
Intellectual Property
Schedule 4.20(d)
Intellectual Property Licenses and Fees
Schedule 4.21
Tax Matters
Schedule 4.22
Security Deposits
Schedule 4.23
Bank Accounts
Schedule 4.24(a)
Sufficiency of Assets
Schedule 4.24(b)
Assets
Schedule 4.25
Actuarial Reports
Schedule 4.27
Material Producer Contracts
Schedule 4.28
Certain Insurance Contracts
Schedule 4.30
Officer and Director Claims
Schedule 4.31
Noncompetition Agreements
Schedule 4.32
Insurance Coverage
Schedule 5.03
Non-Contravention
Schedule 5.04(a)
Compliance with Law
Schedule 5.04(b)
Threatened Investigations
Schedule 5.05(a)
Purchaser Regulatory Consents
Schedule 5.05(b)
Other Purchaser Governmental Consents
Schedule 5.05(c)
Purchaser Third Party Consents
Schedule 5.08
Licenses
Schedule 6.01(a)
Conduct of Business:  Seller, FGWLA and CLAC
Schedule 6.01(b)
Conduct of Business:  Seller Subsidiaries
Schedule 6.05(f)
Replacement of Certain Arrangements
Schedule 6.11(a)(1)
Business Employees
Schedule 6.11(a)(2)
Corporate Employees
Schedule 6.11(m)
Severance Benefits
Schedule 6.13
Intercompany Obligations
Schedule 6.21
Subsidiaries of Great-West Healthcare Holdings, Inc.
Schedule 6.25
Resolution of Certain Issues
Schedule 7.05
Purchaser Required Third Party Consents
Schedule 8.05
Seller Required Third Party Consents
Schedule 9.04(a)
Use of Names
 
viii

 
 
Schedule 9.04(b)
Subsidiary Corporate Names


 
ix

 


 
ASSET AND STOCK PURCHASE AGREEMENT
 
This ASSET AND STOCK PURCHASE AGREEMENT (this “ Agreement ”), dated as of November 26, 2007, is entered into by and among Great-West Life & Annuity Insurance Company, a Colorado domiciled insurance company (“ Seller ”), First Great-West Life & Annuity Insurance Company, a New York domiciled insurance company (“ FGWLA ”), The Canada Life Assurance Company, a Canadian insurance company entered into the United States under the laws of the State of Michigan (“ CLAC ”), and Connecticut General Life Insurance Company, a Connecticut domiciled insurance company (“ Purchaser ”).
 
W I T N E S S E T H :
 
WHEREAS, upon the terms and subject to the conditions of this Agreement, Seller, FGWLA and CLAC desire to sell, and Purchaser desires to acquire, the Acquired Operations of Seller, FGWLA and CLAC as described herein (all capitalized terms used in these recitals and not otherwise defined having the respective meanings assigned to them in Section 1.01 hereto); and
 
WHEREAS, in order to effectuate the foregoing, it is contemplated that, upon the terms and subject to the conditions of this Agreement:  (i) Seller and Purchaser, FGWLA and Purchaser and CLAC and Purchaser will enter into the Seller Indemnity Reinsurance Agreement, the FGWLA Indemnity Reinsurance Agreement and the CLAC Indemnity Reinsurance Agreement, respectively, providing, among other things, for the indemnity reinsurance as of the Effective Date of the Insurance Liabilities; (ii) Seller and Purchaser, FGWLA and Purchaser and CLAC and Purchaser will enter into the Seller Administrative Services Agreement, the FGWLA Administrative Services Agreement and the CLAC Administrative Services Agreement, respectively, providing for Purchaser’s provision of certain administrative services on behalf of Seller, FGWLA and CLAC with respect to the Insurance Contracts, the Reinsured Contracts and the Administered Contracts; (iii) Seller will transfer the Shares to Purchaser; (iv) Seller, Purchaser and FGWLA will enter into the Transition Services Agreement, providing, among other things, for Seller’s and FGWLA’s provision to Purchaser of certain transition services for transition periods following the Closing Date; (v) Seller, FGWLA and CLAC will execute and deliver to Purchaser the Transfer Documents providing for the transfer to Purchaser of the Transferred Assets; (vi) Seller, FGWLA, CLAC and Purchaser will enter into the Assumption Agreement, providing for the assumption by Purchaser of the Other Assumed Liabilities; and (vii) Seller, FGWLA, CLAC and Purchaser will execute and deliver such other agreements, instruments and documents as are described herein.
 
NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein, the parties hereto agree as follows:
 
 

 
ARTICLE I
 
 
DEFINITIONS
 
  Section 1.01      Definitions
 
   The following terms shall have the respective meanings set forth below throughout this Agreement:
 
Acquisition Date ” means, for any Seller Subsidiary, the later of (a) the date on which such Seller Subsidiary became an Affiliate of Seller and (b) January 1, 2002.
 
Acquired Operations ” means the Transferred Assets, the Insurance Liabilities, the Other Assumed Liabilities and the Purchased Subsidiaries.
 
Acquisition Proposal ” shall have the meaning set forth in Section 6.02.
 
Actual Results ” shall have the meaning set forth in Section 2.04(a)(ii).
 
Action ” shall have the meaning set forth in Section 4.12.
 
ADA Contracts ” means all administrative services agreements by and between Seller and the American Dental Association, including those listed on Schedule 1.01(a), the reinsurance agreements listed on Schedule 1.01(a) pursuant to which Seller reinsures certain group policies issued to the American Dental Association, and the staff plans listed on Schedule 1.01(a).
 
Adjustment Amount ” means, with respect to a Net Worth Statement, (a) the net worth of the Insurance Company Subsidiaries shown in such Net Worth Statement minus the Target Insurance Company Subsidiaries Statutory Net Worth, plus (b) the GAAP tangible book equity of the Non-Insurance Company Subsidiaries shown in such Net Worth Statement minus the Target Non-Insurance Company Subsidiaries GAAP Equity.
 
Administered Contracts ” means (a) the ASO Agreements entered into by Seller, FGWLA or CLAC, (b) those specialty market contracts entered into by Seller, FGWLA or CLAC in connection with the Business and listed on Schedule 1.01(b), (c) the Assumed Liabilities Services Agreements, (d) other contracts and agreements entered into by Seller, FGWLA or CLAC in connection with the Business between the date hereof and the Closing Date in the ordinary course of business of the types set forth on such schedule, to the extent that such contracts remain in effect on the Closing Date and (e) all contracts of the types set forth on such schedule that are entered into after the Closing Date in accordance with the terms of the Administrative Services Agreements, all of which contracts will be administered by Purchaser pursuant to the terms of the Administrative Services Agreements; for the avoidance of doubt, Administered Contracts shall not include any ADA Contracts.
 
Administration Adjustment Factor ” means 1/6 of the sum of the Monthly Administration Adjustment Factors for the applicable Relevant Period.
 
2

 
Administration Margin ” means (a) the Administration Adjustment Factor times (i) gross administration fees collected or accrued in connection with the Group Health Business during the applicable Relevant Period, plus (ii) Pharmacy Benefits Management Revenue collected or accrued during the applicable Relevant Period, minus (iii) commissions paid in connection with the Group Health Business during the applicable Relevant Period, minus (iv) premium taxes incurred in connection with the Group Health Business during the applicable Relevant Period, minus (b) the greater of (i) (A) actual operating expenses incurred in connection with the Group Health Business during the applicable Relevant Period times (B) the Administration Adjustment Factor and (ii) $240,000,000.  In determining each of the components of Administration Margin, accounting methodologies applied by Seller and its Affiliates in the preparation of the Unaudited Financial Statements shall be used on a consistent basis, and the effects of Extraordinary Items shall be excluded.
 
Administrative Services Agreements ” means the Seller Administrative Services Agreement, the FGWLA Administrative Services Agreement and the CLAC Administrative Services Agreement.
 
Admitted Receivables ” means claim and premium receivables of the Acquired Operations which are included in the Transferred Assets and accorded positive value in accordance with the Methodologies.
 
Affiliate ” means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person.  For purposes of the foregoing, “control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an institution, whether through the ownership of voting securities, by contract or otherwise.
 
Agreement ” shall have the meaning set forth in the introductory paragraph hereof.
 
Allocable Amount ” shall have the meaning set forth in Section 12.07(d).
 
Alternate Bidder ” shall have the meaning set forth in Section 6.02.
 
Ancillary Agreements ” means the Seller Indemnity Reinsurance Agreement, the FGWLA Indemnity Reinsurance Agreement, the CLAC Indemnity Reinsurance Agreement, the Seller Administrative Services Agreement, the FGWLA Administrative Services Agreement, the CLAC Administrative Services Agreement, the Transition Services Agreement, the Headquarters Leases, the Network Licensing Agreement, the Employee Lease Agreement, the Assumption Agreement, the Subsidiary Assumption Agreement, the Transfer Documents and the Subleases.
 
Antitrust Division ” shall have the meaning set forth in Section 6.05(b).
 
Annualized Difference ” shall have the meaning set forth in Section 2.04(a)(ii).
 
 
3

 
Applicable SAP ” means with respect to Seller, FGWLA, CLAC, the Insurance Company Subsidiaries and Purchaser, statutory accounting practices prescribed or permitted by the Commissioner (or equivalent title) of the state of domicile of such insurer, but disregarding any permitted practices applicable specifically to any such Person.
 
ASO Agreements ” means those agreements under which Seller, FGWLA, CLAC or any Seller Subsidiary agrees to perform specific administrative duties for the maintenance of a self-funded health insurance plan (a) reflected on Schedule 1.01(c), or (b) that are entered into between September 30, 2007 and the Closing Date in substantially the same form as the agreements listed on Schedule 1.01(c), allowing for variation of terms arising from negotiations between the parties to such an agreement in the ordinary course of business.
 
Assigned and Assumed Contracts ” means those contracts and agreements entered into by Seller, FGWLA, CLAC or the Inactive HMOs in connection with the Business and relating exclusively to the Healthcare Division, to the extent that such contracts remain in effect on the Closing Date, but excluding (a) the Administered Contracts, (b) the Producer Contracts, (c) Contracts entered into in connection with any transaction by which the stock or other equity interests in any Person, including any Seller Subsidiary, were acquired, other than the Contracts listed in Schedule 1.01(d) and (d) the Contracts to be replaced as described in Schedule 6.05(f).
 
Assumed Liabilities ” means (a) the Insurance Liabilities and (b) the Other Assumed Liabilities.
 
Assumed Liabilities Services Agreements ” means those contracts listed on Schedule 1.01(e) pursuant to which Seller administers the Reinsured Contracts.
 
Assumed Reinsurance Agreements ” means those Contracts of assumed reinsurance set forth on Schedule 1.01(f); for the avoidance of doubt, Assumed Reinsurance Agreements shall not include any ADA Contracts.
 
Assumption Agreement ” means an Assumption Agreement in the form of Exhibit A .
 
Benchmark ” means $70,373,000, if the Closing occurs prior to August 1, 2008, and $78,225,000, if the Closing occurs on or after August 1, 2008.
 
Bill of Sale and General Assignment ” means a Bill of Sale and General Assignment in the form of Exhibit B .
 
Books and Records ” means the Business Books and Records and the Corporate Books and Records.
 
Business ” means the (a) business of Seller, FGWLA, and CLAC of issuing, reinsuring and administering as applicable, the Insurance Contracts, the Reinsured Contracts and the Administered Contracts in the United States and (b) the
 
4

 
businesses operated by the Seller Subsidiaries in the United States, in each case as conducted as of the date hereof.  For the avoidance of doubt, the Business shall not include any ADA Contracts.
 
                                “ Business Books and Records ” means (a) the originals or copies of all records of Seller, FGWLA and CLAC (including computer generated, recorded or stored records) which relate to the Business or which are otherwise necessary to operate the Business, including customer lists, policy information, personnel records (to the extent that the personnel records may be transferred by Seller, FGWLA and CLAC, as applicable, under applicable Law), Insurance Contract forms and rating plans, claim records, sales records, underwriting records, financial records and compliance records and records relating to the Assumed Reinsurance Agreements, in each case, in the possession or control of Seller, FGWLA, CLAC, the Seller Subsidiaries or any of their Affiliates, but excluding any such records that relate to Seller Legal Proceedings and are subject to the attorney client privilege, and (b) Tax Returns and workpapers of or relating solely to the Seller Subsidiaries, the Business or the Transferred Assets, in each case, in the possession or control of Seller, FGWLA, CLAC, the Seller Subsidiaries or any of their Affiliates.
 
Business Contracts ” means, collectively, the Assigned and Assumed Contracts, the Administered Contracts and the Subsidiary Contracts.
 
Business Day ” means any day other than a Saturday, Sunday, a day on which banking institutions in either of the States of Colorado or New York are permitted or obligated by Law to be closed or a day on which the New York Stock Exchange is closed for trading.
 
Business Employees ” shall have the meaning set forth in Section 6.11(a).
 
Business Reinsurance Agreements ” means, collectively, the Ceded Reinsurance Agreements and the Subsidiary Reinsurance Agreements.
 
Cap ” shall have the meaning set forth in Section 2.04(a)(i).
 
Ceded Reinsurance Agreements ” means, to the extent that such treaties or agreements relate to the Insurance Liabilities, Sellers Extra Contractual Obligations or Purchaser Extra Contractual Obligations, (a) the reinsurance and retrocession treaties and agreements to which Seller, FGWLA, CLAC or any of their Affiliates is a ceding party that are in force on the date hereof or entered into by Seller, FGWLA or CLAC, other than in violation of Section 6.01, between the date hereof and the Closing Date and (b) any such treaty or agreement that is terminated or expired but under which Seller, FGWLA or CLAC may continue to receive reinsurance coverage.
 
CLAC ” shall have the meaning set forth in the introductory paragraph hereof.
 
CLAC Administrative Services Agreement ” means an Administrative Services Agreement in the form of Exhibit J .
 
 
5

 
CLAC Indemnity Reinsurance Agreement ” means an Indemnity Reinsurance Agreement in the form of Exhibit K .
 
CLAC Insurance Contracts ” means (a) all of the Stop Loss Insurance Agreements written by CLAC in the United States reflected on Schedule 1.01(g), (b) contracts on the same forms as those Stop Loss Insurance Agreements reflected on Schedule 1.01(g) written by CLAC between September 30, 2007 and the Closing Date, and (c) any such contracts that are issued by CLAC on or after the Closing Date in accordance with the terms of the CLAC Administrative Services Agreement (including, in each case of (a), (b) and (c), renewals thereof and all supplements, endorsements, enhancement letters, riders and ancillary agreements in connection therewith).
 
Closing ” means the closing of the transactions contemplated by this Agreement.
 
Closing Date ” means (a) if the last of the conditions to Closing set forth in this Agreement (other than those conditions that by their nature are to be satisfied at the Closing) is satisfied or waived in writing on or prior to the 20th day of a given month, the last day of such month, or (b) if such satisfaction or waiver in writing occurs or is granted after the 20th day of any given month, the last day of the month following the month in which the last of such conditions was so satisfied or waived in writing; provided , however , that if such date is not a Business Day, the Closing Date shall be the immediately succeeding Business Day; provided , further , that the Closing may occur on such other day as the parties may agree to in writing.
 
Closing Net Worth Statement ” means a Net Worth Statement as of the date of the Closing Statement of Assets and Liabilities as estimated by Seller in good faith in accordance with the Methodologies.
 
Closing Statement of Assets and Liabilities ” means the Statement of Assets and Liabilities of the Business (excluding the Seller Subsidiaries) as of the last day of the month immediately preceding the month in which the Effective Date falls, as estimated by Seller in good faith in accordance with the Methodologies.
 
COBRA Coverage ” shall have the meaning set forth in Section 6.11(j)(i)(2).
 
Code ” means the Internal Revenue Code of 1986, as amended.
 
Consent Period ” shall have the meaning set forth in Section 2.07.
 
Commissions ” means all commissions, expense allowances, and other fees and compensation payable to Producers.
 
Confidentiality Agreement ” shall have the meaning set forth in Section 6.03.
 
Consolidated Group ” shall have the meaning set forth in Section 4.21(f).
 
6

 
Consolidated Tax Return ” shall have the meaning set forth in Section 12.02(a).
 
Continued Policies ” shall have the meaning set forth in Section 6.20(a).
 
Continued Practice ” means (a) any policy or other regular practice of Seller, FGWLA, CLAC or a Seller Subsidiary, existing prior to the Closing, which (i) are not disclosed hereunder (ii) violates applicable Law, (iii) is not the policy or regular practice of Purchaser, and (iv) is carried out by or under the supervision of Business Employees, Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates, at any time between the Closing Date and the day which is one hundred and twenty (120) days after the Closing Date, or (b) any policy or other practice of Seller, FGWLA, CLAC or a Seller Subsidiary listed on Schedule 1.01(h).
 
Contract ” means any written or oral agreement, contract, lease, sublease, license, sublicense, undertaking, indenture, evidence of indebtedness, guaranty, loan, or mortgage.
 
Contractholder ” means the holder of an Insurance Contract or the counterparty under an Administered Contract, as applicable.
 
Corporate Books and Records ” means the originals or copies of all of the books, records, data and information relating to the assets, properties, business, conduct and operations of the Seller Subsidiaries, including all licenses held by the Insurance Company Subsidiaries, and all such items relating to each Seller Subsidiary’s legal existence, stock ownership, corporate management or other such corporate records, in each case, in the possession or control of Seller, FGWLA, a Seller Subsidiary or any of their respective Affiliates.
 
Corporate Employees ” shall have the meaning set forth in Section 6.11(a).
 
December 31 Net Worth Statement ” means the pro forma Net Worth Statement prepared in accordance with the Methodologies as of December 31, 2006, attached hereto as Exhibit C .
 
December 31 Statement of Assets and Liabilities ” means the pro forma Statement of Assets and Liabilities of the Business (excluding the Seller Subsidiaries) prepared in accordance with the Methodologies as of December 31, 2006, attached hereto as Exhibit D .
 
Delayed Approvals ” has the meaning set forth in Section 2.08.
 
Due and Uncollected Premiums ” means premiums due but uncollected with respect to an Insurance Contract as of any given time.
 
Effective Date ” means the Closing Date if such date is the last day of a month and, if not (i) due to the Closing Date being the next succeeding Business Day, then the last day of the month immediately preceding the month in which the Closing
 
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Date falls or (ii) due to the Closing Date being another day agreed to in writing by the parties, such date as may be agreed to in writing by the parties.
 
Election ” shall have the meaning set forth in Section 12.07(e).
 
Employee Lease Agreement ” means an Employee Lease Agreement in the form of Exhibit O .
 
Employee Plans ” means all “employee benefit plans” within the meaning ascribed to such term by Section 3(3) of ERISA and all other employee benefit arrangements or payroll practices, including, but not limited to each employment agreement, termination or severance agreement or plan, deferred compensation plan, incentive compensation plan, equity compensation plan, severance pay, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, life insurance, scholarship program, stock option or restricted stock plan sponsored or maintained by Seller, FGWLA or any ERISA Affiliate that provide benefits or compensation to or on behalf of Business Employees and Corporate Employees (whether formal or informal, whether for the benefit of a single individual or for more than one individual and whether for the benefit of current or former employees or their beneficiaries), and the Seller Subsidiary Plans.
 
Employment Commencement Date ” means, with respect to each Transferred Employee, the date following the last day such Transferred Employee is employed by Seller or FGWLA, and with respect to Subsidiary Employees, the Closing Date.
 
Environmental Laws ” shall mean any Law relating to the protection of the environment, or to the manufacture, use, transport, treatment, storage, disposal, release or threatened release of any substance listed, classified or regulated as “hazardous” or “toxic” or any similar term under such Environmental Law.
 
ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.
 
ERISA Affiliate ” means any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with Seller, FGWLA, the Seller Subsidiaries or any of their Affiliates under section 414(b), (c), (m) or (o) of the Code.
 
Excluded Assets ” means those assets utilized in the Business and listed or described on Schedule 1.01(i).
 
Excluded Liabilities ” means (a) premium Taxes due in respect of premiums collected prior to the Effective Date; (b) any assessment or similar charges in connection with guaranty fund or risk pool participation other than those set forth in clause (e) to the definition of “Insurance Liabilities”; (c) premiums, payments for or other consideration due prior to the Effective Date with respect to Ceded Reinsurance Agreements; (d) returns or refunds of premiums payable prior to the Effective Date; (e)
 
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any Sellers Extra Contractual Obligations; (f) contributions due or benefits payable under any Employee Plans, other than with respect to contributions due or benefits payable with respect to Subsidiary Employees for the period prior to the Effective Date; (g) judgments, settlements, defense costs or other fees, costs and expenses arising out of, under or relating to Existing Litigation; and (h) any other liabilities that are not Assumed Liabilities.
 
Excluded Software ” shall have the meaning set forth in Section 4.19(c).
 
Existing Litigation ” means (a) any dispute relating to an Insurance Contract, an Assigned and Assumed Contract, an Administered Contract or an Assumed Reinsurance Agreement and as to which (i) a complaint, or notice of a complaint, has been served or filed in a court on behalf of or against Seller, FGWLA or CLAC or any of their respective officers or directors prior to the Closing Date, (ii) a demand for arbitration has been served or filed on behalf of or against Seller, FGWLA or CLAC or any of their respective officers or directors prior to the Closing Date or (iii) a written notice has been delivered to Seller, FGWLA or CLAC or any of their respective officers or directors prior to the Closing Date by an attorney threatening a course of action reasonably likely to result in either of the foregoing or, (b) any dispute as to which (i) a complaint, or notice of a complaint, has been served or filed in a court on behalf of or against a Seller Subsidiary or any of its officers or directors prior to the Closing Date, or (ii) a demand for arbitration has been served or filed on behalf of or against a Seller Subsidiary or any of its officers or directors prior to the Closing Date or (iii) a written notice has been delivered to a Seller Subsidiary or any of its respective officers or directors prior to the Closing Date by an attorney threatening a course of action reasonably likely to result in either of the foregoing; in each case of (a) and (b), excluding (A) claims that are administered by Seller, FGWLA, CLAC or a Seller Subsidiary pursuant to an ASO Agreement but as to which none of Seller, FGWLA, CLAC or any Seller Subsidiary is a named party, (B) Purchaser Legal Proceedings and (C) Shared Actions (including Actions which initially constitute Existing Litigation but which become Purchaser Legal Proceedings or Shared Actions after the Closing).
 
Extraordinary Item ” means (a) a special, nonrecurring item of income or expense, including the effects of the Closing and severance and special employee compensation paid in connection with the Closing, but excluding fees due under the Transition Services Agreement and rents under the Headquarters Leases, and (b) for the portion of the Relevant Period after the Closing, the effect of any material difference between the manner in which the Group Health Business was conducted prior to the Closing and the manner in which it is conducted by Purchaser after the Closing.
 
FGWLA ” shall have the meaning set forth in the introductory paragraph hereof.
 
FGWLA Administrative Services Agreement ” means an Administrative Services Agreement in the form of Exhibit E .
 
 
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FGWLA Indemnity Reinsurance Agreement ” means an Indemnity Reinsurance Agreement in the form of Exhibit F .
 
FGWLA Insurance Contracts ” means (a) all of the Stop Loss Insurance Agreements written by FGWLA in the United States reflected on Schedule 1.01(j), (b) all other insurance contracts written by FGWLA in the United States reflected on Schedule 1.01(j), (c) contracts on the same forms as those insurance contracts reflected on Schedule 1.01(j) written by FGWLA between September 30, 2007 and the Closing Date, and (d) any such contracts that are issued by FGWLA on or after the Closing Date in accordance with the terms of the FGWLA Administrative Services Agreement (including, in each case of (a), (b), (c) and (d), renewals thereof and individual certificates issued thereunder and all supplements, endorsements, enhancement letters, riders and ancillary agreements in connection therewith, and including any individual policies issued by FGWLA upon the exercise of conversion rights with respect to health coverages under any such contracts).
 
Filing Party ” shall have the meaning set forth in Section 12.02(b).
 
Final Calculation of PP Reduction Amount ” shall have the meaning set forth in Section 2.04(b)(ii).
 
Final Net Worth Statement ” shall have the meaning set forth in Section 2.03(c).
 
Final Statement of Assets and Liabilities ” shall have the meaning set forth in Section 2.03(c).
 
FTC ” shall have the meaning set forth in Section 6.05(b).
 
GAAP ” means United States generally accepted accounting principles.
 
Governmental Entity ” means any federal, state, local, foreign, international or multinational agency, commission, court, entity or authority exercising executive, legislative, judicial, regulatory, administrative or taxing functions of or pertaining to government or any non-governmental United States or foreign self-regulatory agency, commission or authority or any arbitral tribunal.
 
Group Health Business ” means the Business, excluding that segment of the Healthcare Division that is included in the “Specialty” segment in the financial reporting of Seller and its Affiliates.
 
Guaranteed Renewal Contracts ” means those Insurance Contracts which by their terms provide multi-year rate guarantees or are guaranteed renewable such that they cannot, by their terms or under applicable law, be terminated at any given time by notice from, or by other unilateral action initiated or taken by, Seller, FGWLA or CLAC.
 
Headquarters ” means the corporate headquarters property located in Greenwood Village, Colorado.
 
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Headquarters Leases ” means leases with respect to the Headquarters between Seller and Purchaser in the forms included in Exhibit N .
 
Healthcare Division ” means the division of Seller which is engaged in the operation of the Business.
 
HIPAA ” shall have the meaning set forth in Section 4.13(g).
 
HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.
 
Inactive HMOs ” means those health maintenance organizations or health care service providers set forth in Schedule 1.01(k).
 
Incentive Cash Compensation ” shall have the meaning set forth in Section 6.11(g).
 
Indemnified Party ” shall have the meaning set forth in Section 11.02(a).
 
Indemnifying Party ” shall have the meaning set forth in Section 11.02(a).
 
Indemnity Reinsurance Agreements ” means the Seller Indemnity Reinsurance Agreement, the FGWLA Indemnity Reinsurance Agreement and the CLAC Indemnity Reinsurance Agreement.
 
Independent Firm ” shall have the meaning set forth in Section 12.05.
 
Insurance Company Subsidiary SAP Statements ” shall have the meaning set forth in Section 4.07.
 
Insurance Company Subsidiaries ” means those Subsidiaries of Seller set forth on Schedule 1.01(l) hereto.
 
Insurance Contracts ” means the Seller Insurance Contracts, the FGWLA Insurance Contracts and the CLAC Insurance Contracts.
 
Insurance Liabilities ” means the following liabilities of Seller, FGWLA and CLAC, in each case excluding the Excluded Liabilities, and net of all amounts actually collected by Seller, FGWLA and CLAC on or after the Effective Date under the Ceded Reinsurance Agreements to the extent that such collected amounts relate to the Business and not to Sellers Extra Contractual Obligations: (a) the liabilities under the Insurance Contracts, including all liabilities for unpaid claims, incurred but not reported claims, benefits or other payments (including dividends or other experience refunds payable on or after the Effective Date) under the Insurance Contracts, whether incurred before, on or after the Effective Date; (b) all loss adjustment expenses and expense reimbursement amounts arising out of or relating to the Insurance Contracts; (c) all liabilities under the Insurance Contracts arising out of any changes to the terms and conditions of the Insurance Contracts mandated by applicable Law whether incurred
 
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before, on or after the Effective Date; (d) premium Taxes due in respect of premiums collected on or after the Effective Date with respect to the Insurance Contracts; (e) assessments and similar charges with respect to the Insurance Contracts in connection with the participation by Seller, FGWLA, CLAC or Purchaser whether voluntary or involuntary, in any guaranty association or risk pool established or governed by any state or other jurisdiction, arising on account of premiums collected on or after the Effective Date; (f) Commissions payable with respect to the Insurance Contracts in respect of premiums collected on or after the Effective Date; (g) premiums, payments, fees or other consideration or amounts due on or after the Effective Date under any Ceded Reinsurance Agreements; (h) all liabilities for amounts payable on or after the Effective Date for returns or refunds of premiums with respect to the Insurance Contracts; (i) all liabilities arising out of Purchaser Extra Contractual Obligations; (j) all liabilities with respect to Contractholder funds on deposit (advance premiums, premium deposit funds or retired lives reserve funds) with Seller, FGWLA or CLAC; (k) all unclaimed property liabilities arising under or relating to the Insurance Contracts with respect to amounts paid or received on or after the Effective Date or otherwise related to bank over-drafts as reflected on the Final Statement of Assets and Liabilities and (l) all liabilities arising under the Assumed Reinsurance Agreements.  For the avoidance of doubt, Purchaser assumes the risk that reinsurance under the Ceded Reinsurance Agreements is not collected.
 
            “ Intangible Assets ” means (i) all renewal rights and ownership of expirations relating to the Insurance Contracts and (ii) the Intellectual Property Rights owned by Seller, FGWLA or CLAC.
 
Intellectual Property Rights ” shall mean all intellectual property used or held for use principally in the Business including, but not limited to, patents, trademarks, service marks, trade names and associated goodwill in the foregoing, copyrights, processes, trade secrets, inventions, know-how, confidential information and domain names (in each case, including any common law rights, registrations, applications, licenses or rights relating to any of the foregoing), other than the composite marks set forth on Schedule 1.01(m).
 
Intercompany Agreements ” shall have the meaning set forth in Section 6.13.
 
Intercompany Obligations ” shall have the meaning set forth in Section 6.13.
 
Knowledge ” means, (a) as to Seller, the knowledge of any of the persons listed on Schedule 1.01(n) after reasonable inquiry, (b) as to FGWLA, the knowledge of any of the persons listed on Schedule 1.01(o) after reasonable inquiry, (c) as to CLAC, the knowledge of any of the persons listed on Schedule 1.01(p) after reasonable inquiry, and (d) as to Purchaser, the knowledge of any of the persons listed on Schedule 1.01(q) after reasonable inquiry.
 
 
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Law ” means any constitution, law, ordinance, rule, principle of common law, regulation, statute, treaty, order, judgment, decree, administrative interpretation or other requirement of any Governmental Entity or any order, writ, injunction, directive, judgment or decree of any Governmental Entity applicable to a Person or such Person’s business, property or assets.
 
Leased Property ” means the regional or other offices of Seller, FGWLA or a Seller Subsidiary that are leased or subleased by Seller, FGWLA or any Seller Subsidiary, used in connection with the Business and leased pursuant to the Leased Property Leases.
 
Leased Property Leases ” shall have the meaning set forth in Section 4.18(a).
 
Licensed Generally Used Software ” shall have the meaning set forth in Section 4.19(b).
 
Licensed Principally Used Software ” shall have the meaning set forth in Section 4.19(a).
 
Lien ” means any pledge, claim, lien, charge, mortgage, encumbrance or security interest.
 
Losses ” shall have the meaning set forth in Section 11.01(a).
 
Management Presentation ” means the Great-West Healthcare Management Presentation dated April 2007, as presented to Purchaser.
 
Material Business Contracts ” means those Business Contracts which constitute vendor contracts (excluding Contracts with Providers) entered into in the ordinary course of business (a) under which the total of the amounts reasonably expected to be paid or received by Seller, FGWLA, CLAC and the Seller Subsidiaries in any year exceeds $75,000 or (b) whose termination or cancellation would reasonably be expected to result in a Sellers Material Adverse Effect, after allowing for replacement with any substitute arrangement readily available on market terms.
 
Material Producer Contract ” shall have the meaning set forth in Section 4.27.
 
Methodologies ” means (subject to Section 2.03(e) with respect to the Final Statement of Assets and Liabilities and the Final Net Worth Statement) (a) first, the accounting, actuarial, financial, valuation, estimation, determination and other rules and principles specified in Schedule 1.01(r); (b) second, to the extent not contemplated by the items referred to in (a), and solely as applied to statements other than the December 31 Statement of Assets and Liabilities, the methods used in the preparation of the December 31 Statement of Assets and Liabilities; (c) third, to the extent not contemplated by the items referred to in (a) and (b), the most recent past practices of Seller, FGWLA and CLAC with respect to the Business used in preparing statutory financial statements, with
 
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respect to Seller, FGWLA, CLAC, and the Insurance Company Subsidiaries, and Seller’s consolidated financial statements filed with the SEC, with respect to the Non-Insurance Company Subsidiaries; and (d) fourth, to the extent not contemplated by the items referred to in (a), (b) and (c), Applicable SAP, with respect to Seller, FGWLA, CLAC, and the Insurance Company Subsidiaries, and GAAP, with respect to the Non-Insurance Company Subsidiaries.
 
                               “ Monthly Administration Adjustment Factor ” means, for January 2008, 1; and for each month from February 1, 2008 through and including the last day of the applicable Relevant Period, 1 plus (a) the sum of the average monthly gross administration fees collected by the Group Health Business during the 12 month period ending on the last day of the last full month in which such fees were collected (or, if such fees were not collected during the entire 12 month period, such fees collected during the full month period during which such fees were collected) from each group health plan which both (i) as of January 31, 2008, was serviced by the Group Health Business and (ii) as of the end of the month in question, is serviced by Purchaser or any of its Affiliates divided by (b) the aggregate gross administration fees collected by the Group Health Business during such month.
 
Monthly Payments ” shall have the meaning set forth in Section 2.03(h).
 
Monthly Risk Adjustment Factor ” means, for January 2008, 1; and for each month from February 1, 2008 through and including the last day of the applicable Relevant Period, 1 plus (a) the sum of the average monthly net premium written by the Group Health Business during the 12 month period ending on the last day of the last full month in which the applicable Insurance Contract(s) was in force (or, if the applicable Insurance Contract(s) was not in force for the entire 12 month period, for such shorter full month period that such contract(s) was in force) for each group health plan which both (i) as of January 31, 2008, held an Insurance Contract issued by the Group Health Business and (ii) as of the end of the month in question, holds a group health insurance or stop loss contract issued by Purchaser or any of its Affiliates divided by (b) the aggregate net premium written by the Group Health Business during such month.
 
Multiemployer Plan ” shall have the meaning provided in Section 3(37) of ERISA.
 
Negative Condition ” shall have the meaning set forth in Section 6.05(e).
 
Network Licensing Agreement ” means a Network Licensing Agreement in the form of Exhibit G .
 
Net Reinsurance Premium ” means, with respect to a Statement of Assets and Liabilities, for any one of Seller, FGWLA or CLAC, the liabilities for such company shown in such Statement of Assets and Liabilities minus the assets for such company shown in such Statement of Assets and Liabilities.
 
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Net Worth Statement ” means a calculation of the pro forma net worth of the Seller Subsidiaries, taking into account the Subsidiary Liabilities but not the Subsidiary Indemnified Liabilities, in the form of the December 31 Net Worth Statement and prepared in accordance with the Methodologies.
 
Neutral Auditor ” means a certified public accounting firm independent of all parties, which shall be selected by the parties in good faith, or, if the parties are unable to agree on such a firm, a senior partner in an independent certified public accounting firm who shall be selected by the American Arbitration Association.
 
New Retention and Severance Agreements ” shall have the meaning set forth in Section 6.11(n).
 
90-Day Treasury Rate ” means the annual yield rate, on the date to which the 90-Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of three months, as such rate is published under “Treasury Constant Maturities” in Federal Reserve Statistical Release H.15(519).
 
Non-Acceptance Offer Employee ” shall have the meaning set forth in Section 6.11(e).
 
Non-Insurance Company Subsidiaries ” means those Subsidiaries of Seller set forth on Schedule 1.01(s).
 
Non-Renewal Date ” means (a) with respect to the Insurance Contracts and Related Administered Contracts issued in a particular state of the United States or the District of Columbia in which Purchaser is not fully authorized as of the Closing Date to issue policies in substantially the form of the Insurance Contracts, the last day of the sixth month following the date upon which Purchaser becomes fully authorized to issue policies in substantially the form of the Insurance Contracts, utilizing premium rates determined by Purchaser and approved by applicable regulatory authorities, but no later than the date which is 18 months following the Closing Date and (b) with respect to (i) Insurance Contracts and Related Administered Contracts issued in a particular state of the United States or the District of Columbia in which Purchaser is fully authorized as of the Closing Date to issue policies in substantially the form of the Insurance Contracts utilizing premium rates determined by Purchaser and approved by applicable regulatory authorities and (ii) Unrelated Administered Contracts, six months after the Closing Date.
 
Optional Business ” means the portion of the Business and the business of the Seller Subsidiaries involving the issuance, underwriting, reinsurance, sales, marketing or administration of any product or arrangement sold or marketed as “life insurance” within the meaning of section 7702 of the Code, involving a death benefit purportedly excluded from income from under section 101 of the Code, constituting an annuity, endowment or life insurance contract the proceeds from which are or purport to be subject to section 72 of the Code, or included in the Supplemental Contracts (within the meaning of the Methodologies).
 
 
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Order ” shall have the meaning set forth in Section 4.12.
 
Organizational Documents ” shall have the meaning set forth in Section 4.01(c).
 
Other Assumed Liabilities ” means (a) all liabilities, obligations and commitments of Seller, FGWLA and CLAC under the Assigned and Assumed Contracts and the Administered Contracts other than the Excluded Liabilities, (i) relating to periods prior to the Effective Date, up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, or (ii) relating to periods after the Effective Date, (b) Seller, FGWLA and CLAC sales force incentive compensation accrued through the Effective Date up to the amount specifically reflected on the Final Statement of Assets and Liabilities, (c) amounts accrued through the Effective Date under the broker incentive compensation plans of Seller, FGWLA and CLAC up to the amounts specifically reflected on the Final Statement of Assets and Liabilities and (d) all other liabilities and obligations (other than Insurance Liabilities) reflected on the Final Statement of Assets and Liabilities up to the respective amounts specifically so reflected.
 
Other Party ” has the meaning set forth in Section 9.06(e).
 
Owned Generally Used Software ” shall have the meaning set forth in Section 4.19(b).
 
Owned Principally Used Software ” shall have the meaning set forth in Section 4.19(a).
 
Paid Purchase Price ” shall have the meaning set forth in Section 2.04(a)(i).
 
Parent ” means GWL&A Financial Inc.
 
Payment Date ” shall have the meaning set forth in Section 12.05.
 
Permit ” means all permits and insurance and other licenses, franchises, approvals, authorizations, exemptions, classifications, certificates, registrations and similar documents.
 
Permitted Liens ” means, as to any asset, (a) any Liens for Taxes by Governmental Entities that (i) are not yet due or delinquent, (ii) are disclosed in Schedule 4.21 and are being contested in good faith by appropriate proceedings or (iii) have been accrued or otherwise reflected on the applicable financial statements (in accordance with Applicable SAP or GAAP, as applicable), (b) Liens arising by operation of law; (c) other Liens that do not in the aggregate materially detract from the value or materially interfere with the present or reasonably contemplated use of such asset in the Business; and (d) in the case of the Material Business Contracts, the Liens set forth in such contracts.
 
Person ” means any individual, corporation, partnership, firm, joint venture, association, limited liability company, limited liability partnership, joint-stock
 
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 company, trust, unincorporated organization, Governmental Entity, business unit, division or other entity.
 
                                “ Pharmacy Benefits Management Revenue ” means the revenue of Seller and its Affiliates from the pharmacy management benefits operations of the Group Health Business, as historically reported by Seller and its Affiliates in their financial statements.
 
Post-Closing PP Adjustment ” shall have the meaning set forth in Section 2.04(a)(i).
 
PPR Review Period ” shall have the meaning set forth in Section 2.04(b)(i).
 
Primary Party ” has the meaning set forth in Section 9.06(e).
 
Producer ” means any agent, broker, producer, managing general agent, general agent or sales representative of Seller, FGWLA, CLAC or any Seller Subsidiary involved in the placement or marketing of the Insurance Contracts (excluding those individuals employed by either Seller, FGWLA, CLAC or any Seller Subsidiary).
 
Producer Contracts ” means Contracts between Seller, FGWLA or CLAC and Producers regarding the placement or marketing of Insurance Contracts.
 
Proposed Allocation ” shall have the meaning set forth in Section 12.07(e)(iv).
 
Proposed Calculation of PP Reduction Amount ” shall have the meaning set forth in Section 2.04(b)(i).
 
Proposed Net Worth Statement ” shall have the meaning set forth in Section 2.03(c).
 
Proposed Statement of Assets and Liabilities ” shall have the meaning set forth in Section 2.03(c).
 
Provider ” means a hospital, physician, clinical laboratory, ancillary provider, health care practitioner, supplier, other Person, or combination of the foregoing, that renders or provides health care services or supplies.
 
Purchase Price ” means One Billion Five Hundred Million dollars ($1,500,000,000) (for the avoidance of doubt, without regard for any Adjustment Amount).
 
Purchase Price Reduction Amount ” shall have the meaning set forth in Section 2.04(a)(ii).
 
Purchased Subsidiaries ” means those Seller Subsidiaries set forth on Schedule 1.01(t).
 
 
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Purchaser ” shall have the meaning set forth in the introductory paragraph hereof.
 
Purchaser Extra Contractual Obligations ” means all liabilities for compensatory, consequential, exemplary, punitive or other special or similar damages which relate to or arise in connection with, and any settlement, defense or investigation costs incurred in connection with, any alleged or actual act, error, omission or other event in connection with the handling of any claims by Purchaser or any of its Affiliates on or after the Closing Date, whether acting on behalf of Seller, FGWLA or CLAC or any of their Affiliates pursuant to the Administrative Services Agreements or otherwise, under any of the Insurance Contracts, Reinsured Contracts, Administered Contracts or Assigned and Assumed Contracts in connection with the marketing, issuance, delivery, cancellation or administration of any of any such Contracts on or after the Closing Date; provided , however , that in no event shall Purchaser Extra Contractual Obligations include Sellers Extra Contractual Obligations.  Acts or omissions of the Business Employees under the supervision of Purchaser or any of its Affiliates on or after the Closing Date shall be attributed to Purchaser for the purposes of this definition.
 
Purchaser Legal Proceedings ” shall have the meaning set forth in Section 9.06(a).
 
Purchaser Liabilities ” has the meaning set forth in Section 9.06(e).
 
Purchaser Material Adverse Effect ” means (a) an adverse effect on the business, properties, assets, liabilities, operation, results of operations or financial condition of Purchaser such that the likelihood that Contractholders and holders of Administered Contracts will agree to renew Insurance Contracts and Administered Contracts with Purchaser, as contemplated in Article III, will be materially reduced, or (b) a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement or any Ancillary Agreement or to consummate any of the transactions contemplated hereby or thereby; provided , however , to the extent such effect results from any of the following, such effect shall not be considered a Purchaser Material Adverse Effect:  (i) unless affecting Purchaser in a substantially disproportionate manner as compared to similar companies, (A) general economic or business conditions, including interest or currency rates, or changes therein or any act of terrorism, similar calamity or war, (B) changes in Law including insurance laws or regulations, and (C) conditions generally affecting the health insurance industry, and (ii) conditions or effects resulting from the announcement of the transaction contemplated hereby.
 
Purchaser Requirements ” shall have the meaning set forth in Section 6.11(e).
 
Purchaser SAP Statements ” shall have the meaning set forth in Section 5.09.
 
Reinsured Contracts ” means the policies administered by Seller or FGWLA pursuant to the Assumed Liabilities Services Agreements.
 
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Related Administered Contract ” shall have the meaning set forth in Section 3.01.
 
Relevant Period ” shall have the meaning set forth in Section 2.04(a)(i).
 
Replacement Retention Agreement ” shall have the meaning set forth in Section 6.11(m)(i).
 
Review Period ” shall have the meaning set forth in Section 2.03(c).
 
Risk Adjustment Factor ” means 1/6 of the sum of the Monthly Risk Adjustment Factors for the applicable Relevant Period.
 
Risk Margin ” means (a) (i) net premium written in connection with the Group Health Business during the applicable Relevant Period minus (ii) net claims incurred (including incurred but not reported claims, but excluding prior period reserve adjustments) in connection with the Group Health Business during the applicable Relevant Period times (b) the Risk Adjustment Factor.  In determining the components of Risk Margin, accounting methodologies applied by Seller and its Affiliates in the preparation of the Unaudited Financial Statements shall be used on a consistent basis.
 
SEC ” means the United States Securities and Exchange Commission.
 
Seller ” shall have the meaning set forth in the introductory paragraph hereof.
 
Seller Administrative Services Agreement ” means an Administrative Services Agreement in the form of Exhibit H .
 
Seller Confidentiality Agreement ” shall have the meaning set forth in Section 6.02.
 
Seller Indemnity Reinsurance Agreement ” means an Indemnity Reinsurance Agreement in the form of Exhibit I .
 
Seller Insurance Contracts ” means (a) all of the Stop Loss Insurance Agreements written by Seller in the United States reflected on Schedule 1.01(u), (b) all other insurance contracts written by Seller in the United States reflected on Schedule 1.01(u), (c) contracts on the same forms as those insurance contracts or policy forms reflected on Schedule 1.01(u) written by Seller between September 30, 2007 and the Closing Date, and (d) any such contracts that are issued by Seller on or after the Closing Date in accordance with the terms of the Seller Administrative Services Agreement (including, in each case of (a), (b) and (c), renewals thereof and individual certificates issued thereunder and all supplements, endorsements, enhancement letters, riders and ancillary agreements in connection therewith, and including any individual policies issued by Seller upon the exercise of conversion rights with respect to health coverages under any such contracts).
 
 
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Seller Legal Proceedings ” shall have the meaning set forth in Section 9.06(a).
 
Seller Liabilities ” has the meaning set forth in Section 9.06(e).
 
Seller Subsidiaries ” means the Insurance Company Subsidiaries and the Non-Insurance Company Subsidiaries.
 
Seller Subsidiary Plans ” means all “employee benefit plans” within the meaning ascribed to such term by Section 3(3) of ERISA and all other employee benefit arrangements or payroll practices, including, but not limited to each employment, termination or severance agreement, deferred compensation plan, incentive compensation plan, equity compensation plan, severance pay, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, life insurance, scholarship program, stock option or restricted stock plan sponsored or maintained by Seller, FGWLA, the Seller Subsidiaries or any ERISA Affiliate that provide benefits or compensation to or on behalf of Subsidiary Employees (whether formal or informal, whether for the benefit of a single individual or for more than one individual and whether for the benefit of current or former employees or their beneficiaries).
 
Seller Title IV Plan ” means any Employee Plan that is subject to Title IV of ERISA or section 412 of the Code, maintained by Seller, FGWLA, the Seller Subsidiaries or any ERISA Affiliate or to which Seller, FGWLA, the Seller Subsidiaries or any ERISA Affiliate contributed or is or may be obligated to contribute thereunder on behalf of the Business Employees and/or Subsidiary Employees.
 
Sellers Extra Contractual Obligations ” means all liabilities for compensatory, consequential, exemplary, punitive or other special or similar damages which relate to or arise in connection with, and any settlement, defense or investigation costs incurred in connection with, any alleged or actual act, error, omission or other event in connection with the issuance, marketing or administration of any Insurance Contract, Reinsured Contract, Administered Contract or Assigned and Assumed Contract or the handling of any claims under any such Contract (a) prior to the Closing Date, by Seller or any of its Affiliates, or (b) on or after the Closing Date (i) by Seller (and not by Purchaser as Administrator under the Administrative Services Agreements), other than as provided for in the prior written consent or direction of, or explicit recommendation by, Purchaser as Administrator under the Administrative Services Agreements or (ii) by Purchaser as Administrator under the Administrative Services Agreement, if the act, error, omission or other event giving rise to such liability was explicitly (1) directed by Seller pursuant to the terms of the Administrative Services Agreements and (2) objected to in advance in writing by Purchaser.
 
Sellers Material Adverse Effect ” means any material adverse effect (a) on the business, financial condition or results of operations of the Acquired Operations taken as a whole, or (b) on the ability of Seller, FGWLA, CLAC or any of their Affiliates to perform its obligations under this Agreement or any Ancillary Agreement or to consummate any of the transactions contemplated hereby or thereby; provided , however ,
 
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to the extent such effect results from any of the following, such effect shall not be considered a Sellers Material Adverse Effect:  (i) unless affecting the Acquired Operations in a substantially disproportionate manner as compared to similar businesses, (A) general economic or business conditions, including interest or currency rates, or changes therein or any act of terrorism, similar calamity or war, (B) changes in Law including insurance laws or regulations, and (C) conditions generally affecting the health insurance industry, or (ii) conditions or effects resulting from the announcement of this Agreement or the transaction contemplated hereby.
 
Shared Action ” has the meaning set forth in Section 9.06(e).
 
Shares ” means all of the issued and outstanding shares of capital stock or other equity interests of the Purchased Subsidiaries, other than such shares or interests indicated in Schedule 4.02 as being owned by a party other than Seller.
 
Special Incentive and Severance Agreements ” means the Special Incentive and Severance Agreements set forth on Schedule 1.01(v).
 
Statement of Assets and Liabilities ” means a statement of assets and liabilities of the Business (excluding the Seller Subsidiaries) in the same format as the December 31 Statement of Assets and Liabilities prepared in accordance with the Methodologies.
 
Statutory Reserves ” means statutory reserves of Seller, FGWLA and CLAC (without regard to the transactions contemplated by the Indemnity Reinsurance Agreements) with respect to the Insurance Liabilities, calculated in accordance with Applicable SAP.
 
Stop Loss Insurance Agreements ” means insurance or reinsurance contracts issued by Seller, FGWLA or CLAC to the Business’s self-funded clients that either (or both) (a) fully insure all claims in excess of a designated aggregate threshold of total expected annual claims of a client’s self-funded plan, or (b) fully insure claims of an individual participant in a client’s self-funded plan in excess of a designated annual individual deductible amount.
 
Sublease ” shall have the meaning set forth in Section 6.27(a).
 
Subleased Leases ” means the Leased Property Leases set forth in Schedule 4.18(a)(ii).
 
Subsidiary ” means, with respect to any Person on a given date, any other Person of which 50% or more of the voting power or value of the equity securities or equity interests is owned directly or indirectly by such Person.
 
Subsidiary Assumption Agreement ” means a Subsidiary Assumption Agreement between Seller and the Seller Subsidiaries in the form of Exhibit L .
 
 
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Subsidiary Contracts ” means all Contracts entered into by the Seller Subsidiaries, to the extent such contracts remain in effect on the Closing Date, other than the Subsidiary Insurance Contracts.
 
Subsidiary Employees ” means those individuals employed by the Seller Subsidiaries immediately prior to the Closing Date.
 
Subsidiary Extra Contractual Liabilities ” means all liabilities for compensatory, consequential, exemplary, punitive or other special or similar damages which relate to or arise in connection with, and any settlement, defense or investigation costs incurred in connection with, any alleged or actual act, error, omission or other event in connection with the handling of any claims by Seller, FGWLA, CLAC, the Seller Subsidiaries or any of their respective Affiliates under any of the Subsidiary Insurance Contracts or in connection with the marketing, issuance, delivery, cancellation or administration of any of the Subsidiary Insurance Contracts by Seller, FGWLA, CLAC, the Seller Subsidiaries or any of their respective Affiliates, in any case occurring prior to the Closing Date.
 
Subsidiary Indemnified Liabilities ” means all liabilities and obligations of any kind of the Seller Subsidiaries (i) existing as of the Closing Date or (ii) arising out of or relating to acts, omissions, facts or conditions occurring or existing prior to the Closing Date, in each case other than the Subsidiary Liabilities.
 
Subsidiary Insurance Contracts ” means (a) all of the Stop Loss Insurance Agreements written by Insurance Company Subsidiaries in the United States reflected on Schedule 1.01(w), (b) all other insurance contracts written by Insurance Company Subsidiaries in the United States reflected on Schedule 1.01(w), (c) contracts on the same forms as those insurance contracts reflected on Schedule 1.01(w) written by Insurance Company Subsidiaries between September 30, 2007 and the Closing Date.
 
Subsidiary Insurance Liabilities ” means the liabilities and obligations of the Seller Subsidiaries under the Subsidiary Insurance Contracts, other than judgments, settlements, defense costs or other fees, costs and expenses arising out of, under or relating to Existing Litigation and Subsidiary Extra Contractual Liabilities, whether or not subject to reinsurance.
 
Subsidiary Liabilities ” means (a) the Subsidiary Insurance Liabilities, (b) the liabilities of the Seller Subsidiaries arising under Subsidiary Contracts up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, (c) the liabilities of the Seller Subsidiaries for judgments, settlements, defense costs or other fees, costs and expenses arising out of, under, or relating to any dispute relating to a Subsidiary Insurance Contract, other than Subsidiary Extra Contractual Obligations or Existing Litigation, (d) the Seller Subsidiaries’ sales force incentive compensation accrued through the Effective Date up to the amounts specifically reflected on the Final Statement of Assets and Liabilities, (e) amounts accrued through the Effective Date under the broker incentive compensation plans of the Seller Subsidiaries up to the amounts specifically reflected on the Final Statement of Assets and Liabilities and (f) all other
 
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 liabilities and obligations reflected on the Final Statement of Assets and Liabilities up to the respective amounts so reflected.
 
Subsidiary Reinsurance Agreements ” means (a) the reinsurance and retrocession treaties and agreements to which any of the Seller Subsidiaries is a ceding party that are in force on the date hereof or entered into by any Seller Subsidiary other than in violation of Section 6.01, between the date hereof and the Closing Date and (b) any such treaty or agreement that is terminated or expired but under which the Seller Subsidiaries may continue to receive reinsurance coverage.
 
Tangible Assets ” means all of the furniture, fixtures, equipment, supplies and other tangible personal property owned by Seller or FGWLA listed on Schedule 1.01(x), to the extent that Seller or FGWLA continues to own such assets on the Closing Date.
 
Target Insurance Company Subsidiaries Statutory Net Worth ” means $150,200,000 in statutory capital and surplus, determined in accordance with Applicable SAP.
 
Target Non-Insurance Company Subsidiaries GAAP Equity ” means $2,000,000 in GAAP tangible book equity.
 
Tax ” or “ Taxes ” means all taxes, charges, fees, levies or other assessments, including, without limitation, any income, net income, franchise tax or any tax based on income, any alternative or add-on minimum taxes, any gross income, gross receipts, estimated, retaliatory, commercial activity, margin, single business, business, premium, sales, use, ad valorem, value added, transfer, profits, license, payroll, employment, withholding, excise, severance, stamp, occupation, property, environmental or windfall profit tax, assessments or similar charges in connection with guaranty fund or risk pool participation, custom duty or other tax, governmental fee or other like assessment including all interest, penalties and additions imposed with respect thereto.
 
Tax Authority ” means the Internal Revenue Service and any other domestic or foreign Governmental Entity responsible for the administration and/or collection of any Tax.
 
Tax Contest ” shall have the meaning set forth in Section 4.21(e).
 
Tax Indemnifying Party ” shall have the meaning set forth in Section 12.02(b).
 
Tax Returns ” means all returns, reports, forms, estimates or information statements relating to or required to be filed in connection with any Tax including any schedule or attachment thereto and any amendment or supplement thereof.
 
Third Party Claim ” shall have the meaning set forth in Section 11.02(a).
 
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Transfer Documents ” means the Bill of Sale and General Assignment and such other documents and instruments as Purchaser may reasonably request in order to transfer all of Seller’s, FGWLA’s, CLAC’s and the Inactive HMOs’ respective right, title and interest in the Transferred Assets to Purchaser.
 
Transfer Taxes ” shall have the meaning set forth in Section 2.01(b).
 
Transferred Assets ” means (i) all rights of Seller and FGWLA with respect to the Due and Uncollected Premiums (including outstanding and to be billed), (ii) all receivables of the Business as of the close of business prior to the Effective Date, (iii) all rights of Seller and FGWLA with respect to broker commission advances and advance claims payments as of the close of business prior to the Effective Date and reflected on the Final Statement of Assets and Liabilities, (iv) such of the Business Books and Records as are reasonably required by Purchaser to conduct the Business on or after the Closing Date, (v) the Assigned and Assumed Contracts, (vi) the Transferred Leases, (vii) the Tangible Assets, (viii) the Intangible Assets, (ix) the Owned Principally Used Software, other than the Excluded Software, (x) all accounts maintained and all fees received under the Administered Contracts for services rendered thereunder on or after the Effective Date, (xi) the bank accounts of Seller, FGWLA and CLAC utilized exclusively in connection with the Business and set forth on Schedule 1.01(y) and (xii) all other assets of Seller and FGWLA principally used in the Business, in each case other than the Excluded Assets.
 
Transferred Employee ” shall have the meaning set forth in Section 6.11(e).
 
Transferred Leases ” means the Leased Property Leases set forth in Schedule 4.18(a)(i) under which Seller is indicated as tenant.
 
Transition Services Agreement ” means a Transition Services Agreement in the form of Exhibit M .
 
Treasury Regulations ” means the Treasury Regulations (including temporary regulations) promulgated by the United States Treasury Department with respect to the Code or other federal tax statutes.
 
Unaudited Financial Statements ” shall have the meaning set forth in Section 4.06(b).
 
United States ” means the United States of America.
 
Unrelated Administered Contracts ” shall have the meaning set forth in Section 3A.01.
 
WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988 or any similar applicable state or local law requiring notice to employees in the event of a closing or layoff.
 
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Welfare Benefits ” shall have the meaning set forth in Section 6.11(j)(i)(1).
 
ARTICLE II
 
TRANSFER AND ACQUISITION OF ASSETS
 
Section 2.01      Consideration
 
(a)         Upon the terms and subject to the conditions of this Agreement, Purchaser shall pay to Seller, FGWLA and CLAC on the Closing Date an aggregate amount equal to the Purchase Price, adjusted by the Adjustment Amount, calculated in accordance with the provisions of Sections 2.02 and 2.03.  For the avoidance of doubt, if the Adjustment Amount with respect to the Final Net Worth Statement is positive, the Purchase Price will be increased by such Adjustment Amount, but if the Adjustment Amount with respect to the Final Net Worth Statement is negative, the Purchase Price will be reduced by such Adjustment Amount.  The Purchase Price shall be allocated among Seller, FGWLA and CLAC in accordance with Schedule 2.01.
 
(b)         All excise, sales, use, transaction, conveyance, stock transfer, value added, transfer (including real property transfer or gains), stamp, documentary, filing, recordation and other similar Taxes, levies or assessments (“ Transfer Taxes ”) resulting from the transactions contemplated by this Agreement shall be borne one half by Seller and one half by Purchaser.  For the avoidance of doubt, any and all Transfer Taxes or any other Taxes resulting from any restructuring or other transactions undertaken by Seller, FGWLA, CLAC of the Seller Subsidiaries prior to the Closing shall be borne by Seller.
 
(c)         Each party shall be entitled to deduct and withhold income or franchise Taxes imposed as a result of the sale of the Seller Subsidiaries or the Transferred Assets from any payment otherwise payable or deliverable pursuant to this Agreement with respect to such transactions as such party is required by applicable Tax Law to deduct and withhold with respect to such payment; provided , such withholding party shall first notify the other party of such requirement no later than 15 days prior to the Closing Date and; provided , further , however , that no amounts shall be so withheld pursuant to this Section 2.01(c) to the extent (i) the withholding party is notified in writing by the other party to not withhold such amounts from such payment and (ii) such other party agrees to indemnify the withholding party against claims made by a Tax Authority with respect to the collection of such Taxes that were not withheld.  To the extent that amounts are so deducted and withheld by any party such deductions and withholdings shall be treated for all purposes of this Agreement as having been paid by such party in respect of which such deduction and withholding was made.
 
Section 2.02      Acquisition of Transferred Assets and Shares; Assumption of Assumed Liabilities
 
.
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(a)         Upon the terms and subject to the conditions of this Agreement and the payment of the Purchase Price, on the Closing Date, Seller, FGWLA and CLAC, as applicable, shall sell, assign and transfer to Purchaser all of their right, title and interest in the Transferred Assets.  All sales, assignments and transfers of the Transferred Assets shall be effected by the Transfer Documents.  Subject to the restrictions set forth in Section 6.19, Seller, FGWLA and CLAC shall be entitled to keep and maintain copies of all Books and Records and other items from and after the Closing, and to have access to the originals of the Books and Records in accordance with Sections 9.01 and 12.06.
 
(b)         Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller, FGWLA and CLAC shall cede to Purchaser their respective Insurance Liabilities, and Purchaser shall assume 100% of the Insurance Liabilities pursuant to the Indemnity Reinsurance Agreements, as applicable, in exchange for payment to Purchaser of the applicable Net Reinsurance Premium by each of Seller, FGWLA and CLAC.
 
(c)         Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller, FGWLA and CLAC shall assign to Purchaser and Purchaser shall assume the Other Assumed Liabilities, and the Seller shall assume the Subsidiary Indemnified Liabilities pursuant to the Subsidiary Assumption Agreement.
 
(d)         Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, assign and transfer the Shares to Purchaser.
 
(e)         Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sublease the Leased Property subject to the Subleased Leases to Purchaser pursuant to the Subleases.
 
Section 2.03      Payments at and After Closing .
 
(a)         Not later than the third Business Day prior to the Closing Date, Seller shall deliver to Purchaser drafts of the Closing Statement of Assets and Liabilities and of the Closing Net Worth Statement, together with a certificate of the Chief Financial Officer of Seller certifying that such statements were prepared in accordance with the terms of this Agreement.  Seller, FGWLA and CLAC shall consult in good faith with Purchaser regarding the drafts so delivered, and shall make any changes thereto agreed with Purchaser.
 
(b)         On the Closing Date, the Purchase Price will be adjusted by the Adjustment Amount, and the Net Reinsurance Premiums will be calculated, as reflected in the Closing Statement of Assets and Liabilities and the Closing Net Worth Statement, in the manner described in Section 2.01(a).  Such amounts shall be transferred between Purchaser and Seller, FGWLA and CLAC, as appropriate, by wire transfer of immediately available funds in U.S. Dollars.
 
 
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(c)         Within 90 days after the Closing Date, Seller shall prepare and deliver to Purchaser a Statement of Assets and Liabilities as of the close of business on the day preceding the Effective Date (the “ Proposed Statement of Assets and Liabilities ”) and a Net Worth Statement as of the close of business on the Business Day preceding the Effective Date (the “ Proposed Net Worth Statement ”).  Seller shall deliver or make available to Purchaser and its Affiliates upon request copies of all work papers used as the basis for determining the Proposed Statement of Assets and Liabilities and Proposed Net Worth Statement.  Purchaser shall have reasonable rights to monitor and participate with Seller in Seller’s preparation of the Proposed Statement of Assets and Liabilities, it nevertheless being understood that Seller shall have the final authority in such preparation.  Purchaser and its representatives shall have until the date that is 90 days after the delivery of the Proposed Statement of Assets and Liabilities and the Proposed Net Worth Statement (the “ Review Period ”) to review the Proposed Statement of Assets and Liabilities and Proposed Net Worth Statement and all supporting determining papers and documentation and to suggest changes, if any, therein.
 
If Seller and Purchaser are able to agree in writing on the manner in which all items on the Proposed Statement of Assets and Liabilities and Proposed Net Worth Statement should be treated then the resulting statements shall be binding on the parties and the Proposed Statement of Assets and Liabilities shall be referred to as the “ Final Statement of Assets and Liabilities ,” and the Proposed Net Worth Statement shall be referred to as the “ Final Net Worth Statement .”  If Seller and Purchaser are unable, within 30 days from the last day of the Review Period, to agree on the manner in which any item or items should be treated in the preparation of the Final Statement of Assets and Liabilities and Final Net Worth Statement, then all items remaining in dispute shall be submitted to the Neutral Auditor; provided , however , that Purchaser shall have the right to dispute the determination of any such item or items only on the basis of, and to the extent it claims that, in determining such item (i) was not determined in accordance with the Methodologies or (ii) there were mathematical errors in the calculation of such item.  The Neutral Auditor shall determine the resolution, based on the criteria referred to in the immediately preceding sentence, of those issues (and only those issues) still in dispute and shall have no jurisdiction to award any other relief. The parties shall notify the Neutral Auditor (if previously designated) of any items remaining in dispute within 45 days from the last day of the Review Period, or if the Neutral Auditor was not previously designated or is unable to serve, promptly request the American Arbitration Association to appoint a Neutral Auditor.  The parties shall provide to the Neutral Auditor written summaries of all items in dispute prepared by Purchaser, on the one hand, and Seller, on the other hand within the later of (i) 60 days from the last day of the Review Period or (ii) five days from the appointment of the Neutral Auditor.  The Neutral Auditor’s determination shall be made as soon as possible, if practicable within 30 days after receipt of the written summaries and shall be set forth in a written statement delivered to Seller and Purchaser and shall be final, binding and conclusive; provided , however , that the dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by Seller and Purchaser.  The Proposed Statement of Assets and Liabilities and Proposed Net Worth Statement, adjusted to give effect to such determination and any other agreement of the parties, shall in that case be referred to as the Final Statement of Assets and Liabilities and Final Net Worth Statement.  Each party
 
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agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter.  One-half of the fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne by Seller and one-half of such fees and expenses shall be borne by Purchaser.  The decision of the Neutral Auditor may be entered and enforced in any court having jurisdiction.
 
(d)         Within five Business Days after the Final Statement of Assets and Liabilities and the Final Net Worth Statement have been determined:
 
(i)                 if the Adjustment Amount, minus the sum of the Net Reinsurance Premiums, with respect to the Final Statement of Assets and Liabilities and the Final Net Worth Statement as determined in the manner described in Section 2.01(a) exceeds the Adjustment Amount, minus the sum of the Net Reinsurance Premiums, with respect to the Closing Statement of Assets and Liabilities and the Closing Net Worth Statement, Purchaser shall pay to Seller, FGWLA and CLAC cash in an aggregate amount equal to such excess, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at an annual rate equal to the 90-Day Treasury Rate in effect on the Closing Date; or
 
(ii)                 if the Adjustment Amount, minus the sum of the Net Reinsurance Premiums, with respect to the Closing Statement of Assets and Liabilities and the Closing Net Worth Statement exceeds the Adjustment Amount, minus the sum of the Net Reinsurance Premiums, with respect to the Final Statement of Assets and Liabilities and the Final Net Worth Statement as determined in the manner described in Section 2.01(a), Seller, FGWLA and CLAC shall pay to Purchaser cash in an aggregate amount equal to such excess, together with interest thereon from and including the Closing Date to but not including the date of such transfer computed at the annual rate specified above.
 
(e)         Purchaser and the Seller Subsidiaries shall use commercially reasonable efforts to collect in the ordinary course of business the Admitted Receivables for the first 18 months after the Closing Date.  On the first Business Day that is 18 months after the Closing Date, Purchaser and the Seller Subsidiaries shall assign all Admitted Receivables not then collected in full to Seller.  Seller shall pay to Purchaser the aggregate amount reflected in the Final Statement of Assets and Liabilities and the Final Net Worth Statement in respect of the Admitted Receivables minus the amount collected with respect thereto on or prior to such date.
 
(f)         If, following the determination of the Final Net Worth Statement but prior to 9 months following the Closing Date, Purchaser shall determine that one or more Insurance Contracts that were ceded to Purchaser pursuant to the Indemnity Reinsurance Agreements, or one or more Subsidiary Insurance Contracts, were erroneously not considered by Seller, Purchaser and, if applicable, the Neutral Auditor in the determination of the Final Statement of Assets and Liabilities or the Final Net Worth Statement, Purchaser may deliver to Seller a written notice explaining Purchaser’s determination of such error and Purchaser’s proposal for an adjustment that should be
 
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made to the Purchase Price, the Net Reinsurance Premium and/or the Adjustment Amount on account of such determination.  Purchaser shall make available to Seller the Books and Records and workpapers used in Purchaser’s calculation and such other information as Seller shall reasonably request in considering such notice.  Seller and Purchaser shall cooperate in good faith in determining the appropriate adjustment that should be made.  If Seller and Purchaser are unable, within 90 days following the date of Purchaser’s notice, to resolve any dispute as to the appropriate adjustment, such dispute shall be referred to the Neutral Auditor (or to the American Arbitration Association for the appointment of a Neutral Auditor if necessary), and the Neutral Auditor which shall determine the appropriate resolution of such dispute in accordance with the criteria of this Section 2.03(f) within 30 days from the date of the retention of the Neutral Auditor for this purpose.  The procedures for the retention of the Neutral Auditor, its decision and the enforcement thereof set forth in Section 2.03(d) shall apply under this Section 2.03(f) to the extent applicable.
 
(g)         Cash transferred pursuant to clause (i) or (ii) of Section 2.03(d), Section 2.03(e) and Section 2.03(f) shall be by wire transfer of immediately available funds to one or more accounts specified in writing by the party receiving such funds.
 
(h)         As additional consideration for the Transferred Assets and the Shares, at the time of each of Purchaser’s first 4 monthly payments of fees to Seller under the Transition Services Agreement (the “ Monthly Payments ”), Purchaser shall pay to Seller $4,000,000 minus the portion of such Monthly Payment due on account of “Corporate Services” as defined in the Transition Services Agreement (unless such portion exceeds $4,000,000).  Such payment shall be made in the manner specified in the Transition Services Agreement for the Monthly Payments.
 
Section 2.04      Additional Adjustment of Purchase Price
 
                                                 (a)          Post-Closing PP Adjustment .
 
(i)                 As set forth in this Section 2.04, the Purchase Price as finally determined in accordance with Section 2.03 (the “ Paid Purchase Price ”) shall be subject to reduction following the Closing (the “ Post-Closing PP Adjustment ”) based on certain results of the Business, as described below, (A) for the six month period of January 1, 2008 through June 30, 2008, if the Closing occurs prior to August 1, 2008 and (B) for the six month period of April 1, 2008 through September 30, 2008, if the Closing occurs on or after August 1, 2008 (in each case of (A) or (B), the “ Relevant Period ”); provided , however , that in no event shall the Paid Purchase Price be reduced by more than $200,000,000 (the “ Cap ”) as a result of the Post-Closing PP Adjustment.
 
(ii)                 The Post-Closing PP Adjustment will be determined by comparing the sum of the Risk Margin and the Administration Margin, in each case for the Relevant Period (such sum, the “ Actual Results ”), to the Benchmark.  “ Annualized Difference ” means (A) the greater of (1) zero and (2) (I) 92.5% of
 
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the Benchmark minus (II) the Actual Results divided by (B) (1) 0.4453, if the Closing occurs prior to August 1, 2008, and (2) 0.4946, if the Closing occurs on or after August 1, 2008.  “ Purchase Price Reduction Amount ” means the lesser of (A) the Cap and (B) 7 times the Annualized Difference.  Examples of this calculation are set forth in Exhibit P .
 
(b)          Calculation of Purchase Price Reduction Amount .
 
(i)                 Within 90 days after the end of the Relevant Period, Purchaser shall prepare and deliver to Seller a calculation of the Purchase Price Reduction Amount (the “ Proposed Calculation of PP Reduction Amount ”).  Purchaser shall deliver or make available to Seller and its Affiliates upon request copies of all material work papers used as the basis for calculating the Proposed Calculation of PP Reduction Amount.  Seller shall have reasonable rights to monitor the preparation of the Proposed Calculation of PP Reduction Amount by Purchaser.  Seller and its representatives shall have until the date that is 45 days after the delivery of the Proposed Calculation of PP Reduction Amount (the “ PPR Review Period ”) to review the Proposed Calculation of PP Reduction Amount and all supporting determining papers and documentation and to suggest changes, if any, therein.
 
(ii)                 If Seller and Purchaser are able to agree in writing on the manner in which all items on the Proposed Calculation of PP Reduction Amount should be treated then the resulting statements shall be binding on the parties and the Proposed Calculation of PP Reduction Amount shall be referred to as the “ Final Calculation of PP Reduction Amount. ”  If Seller and Purchaser are unable, within 30 days from the last day of the PPR Review Period, to agree on the manner in which any item or items should be treated in the calculation of the Final Calculation of PP Reduction Amount, then all items remaining in dispute shall be submitted to the Neutral Auditor; pro vided , however , that Seller shall have the right to dispute the determination of any such item or items only on the basis of, and to the extent it claims that, in determining such item (A) was not determined in accordance with the methodologies set forth in this Section 2.04 or (B) there were mathematical errors in the calculation of such item.  The Neutral Auditor shall determine the resolution, based on the criteria referred to in the immediately preceding sentence, of those issues (and only those issues) still in dispute and shall have no jurisdiction to award any other relief. The parties shall notify the Neutral Auditor (if previously designated) of any items remaining in dispute within 45 days from the last day of the PPR Review Period, or if the Neutral Auditor was not previously designated or is unable to serve, promptly request the American Arbitration Association to appoint a Neutral Auditor.  The parties shall provide to the Neutral Auditor written summaries of all items in dispute prepared by Purchaser, on the one hand, and Seller, on the other hand within the later of (A) 60 days from the last day of the PPR Review Period and (B) five days from the appointment of the Neutral Auditor.  The Neutral Auditor’s determination shall be made as soon as possible, if practicable within 30 days after receipt of the written summaries and shall be set forth in a written statement
 
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delivered to Seller and Purchaser and shall be final, binding and conclusive; provided , however , that the dollar amount of each item in dispute shall be determined between the range of dollar amounts proposed by Seller and Purchaser.  The Proposed Calculation of PP Reduction Amount, adjusted to give effect to such determination and any other agreement of the parties, shall in that case be referred to as the Final Calculation of PP Reduction Amount.  Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter.  One-half of the fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne by Seller and one-half of such fees and expenses shall be borne by Purchaser.  The decision of the Neutral Auditor may be entered and enforced in any court having jurisdiction.
 
(iii)                 Within five Business Days after the Final Calculation of PP Reduction Amount has been determined, Seller shall pay to Purchaser cash in an amount equal to the Purchase Price Reduction Amount as reflected in the Final Calculation of PP Reduction Amount.  Cash transferred pursuant to this clause (iii) shall be by wire transfer of immediately available funds to an account specified in writing by Purchaser.
 
Section 2.05      Place and Date of Closing The Closing shall take place at the offices of Dewey & LeBoeuf LLP, 125 West 55th Street, New York, New York, at 10:00 a.m. New York time on the Closing Date or at such other time or place as the parties may mutually agree.
 
Section 2.06      Transactions to be Effected at the Closing
 
.                                               (a)         At the Closing, Seller, FGWLA and CLAC, as applicable, shall execute and deliver to Purchaser, and shall cause their Affiliates (including the Inactive HMOs) to execute and deliver to Purchaser, as applicable: (i) the Seller Indemnity Reinsurance Agreement; (ii) the FGWLA Indemnity Reinsurance Agreement; (iii) the CLAC Indemnity Reinsurance Agreement; (iv) the Seller Administrative Services Agreement; (v) the FGWLA Administrative Services Agreement; (vi) the CLAC Administrative Services Agreement; (vii) the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases, (xiii) certificates representing the Shares, duly endorsed in blank or accompanied by duly executed instruments of transfer reasonably acceptable to Purchaser; (xiv) the Subsidiary Assumption Agreement and (xv) such other agreements, instruments and documents as are required by this Agreement to be delivered by Seller, FGWLA, CLAC or their Affiliates at the Closing.
 
(b)         At the Closing, Purchaser shall execute and deliver to Seller, FGWLA and CLAC, as applicable:  (i) the Seller Indemnity Reinsurance Agreement; (ii) the FGWLA Indemnity Reinsurance Agreement; (iii) the CLAC Indemnity Reinsurance Agreement; (iv) the Seller Administrative Services Agreement; (v) the FGWLA Administrative Services Agreement; (vi) the CLAC Administrative Services Agreement; (vii) the Transition Services Agreement; (viii) the Assumption Agreement; (ix) the
 
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Network Licensing Agreement; (x) the Transfer Documents; (xi) the Headquarters Leases; (xii) the Subleases; and (xiii) such other agreements, instruments and documents as are required by this Agreement to be delivered by Purchaser at the Closing.
 
Section 2.07      Nonassignability of Assets Notwithstanding anything to the contrary contained in this Agreement, to the extent that the assignment or transfer or attempted assignment or transfer to Purchaser of any Transferred Asset or any benefit arising thereunder or resulting therefrom would require any third party consents or waivers and such consents or waivers shall not have been obtained prior to the Closing, neither this Agreement nor any Ancillary Agreement shall constitute an assignment or transfer, or any attempted assignment or transfer thereof.  Following the Closing, for a period of 18 months (the “ Consent Period ”), the parties shall continue to use their reasonable best efforts, and shall cooperate fully with each other, to obtain promptly such consents or waivers.  Pending receipt of such consent or waiver, the parties shall cooperate with each other to effect mutually agreeable, reasonable and lawful arrangements pursuant to the Transition Services Agreement or otherwise designed to provide to Purchaser the benefits of any such Transferred Asset.  Once consent or waiver for the assignment or transfer of any such Transferred Asset not assigned or transferred at the Closing is obtained, Seller, FGWLA or CLAC, as applicable, shall assign or transfer such Transferred Asset to Purchaser at no additional cost.  In the event that Seller or its Affiliate are unable to provide as a transition service the benefits of such Transferred Asset, or any such Transferred Asset is still not transferred by the end of the Consent Period, Seller shall reimburse Purchaser for an amount equal to Purchaser’s incremental costs of replacing such Transferred Asset with a substantially equivalent asset for the same remaining contractual time as such Transferred Asset; such incremental costs are equal to the difference between the cost of the Transferred Asset and the cost of its replacement.  Notwithstanding the foregoing sentence, to the extent that Seller is unable to obtain any such required consent with respect to one or more of the Leased Properties prior to the end of the Consent Period, pursuant to the Transition Services Agreement, Seller shall continue to lease the affected Leased Properties for the benefit of Purchaser until such consent is obtained and delivered to Purchaser, or the expiration or termination of the affected Leased Property Lease, whichever is earlier.  In the event that, after the Closing, the attempted assignment of any agreement listed in Schedule 1.1(d) proves to be ineffective but the closing contemplated herein for the sale of Shares to which such agreement relates has occurred, Seller shall take such actions in connection with such agreement for the benefit of Purchaser as Purchaser shall direct, to the extent it is reasonable to do so, and Purchaser shall reimburse Seller and its Affiliates for any Losses in connection with such agreement or such actions.  For the avoidance of doubt, this Section 2.07 shall not limit the rights of Purchaser under Section 7.05 or of Seller, FGWLA or CLAC under Section 8.05.
 
Section 2.08      Delayed Approvals.   In the event that the Closing has not occurred by December 31, 2008 due to the lack of the receipt of one or more of (i) required approvals from the California Department of Managed Care for the acquisition of control of Great-West Healthcare of California, Inc. by Purchaser, (ii) required approvals from the New York Insurance Department to close the transactions contemplated by this Agreement with regards to the Business of FGWLA, and (iii)
 
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required approvals from the Canadian Office of the Superintendent of Financial Institutions to close the transactions contemplated by this Agreement with regards to the Business of CLAC (such approvals which have not been obtained, the “ Delayed Approvals ”), the parties shall negotiate in good faith the possibility of consummating some of the transactions contemplated hereby without, or prior to, closing the transactions subject to the Delayed Approvals.
 
ARTICLE III
 
RENEWAL RIGHTS
 
Section 3.01      Cessation of Renewals From and after the Non-Renewal Date with respect to each Insurance Contract and Administered Contract written in conjunction with an Insurance Contract (each, a “ Related Administered Contract ”) or such earlier date as requested in writing by Purchaser, Seller, FGWLA and CLAC shall cease renewing the Insurance Contracts and Related Administered Contracts, except (i) with respect to Guaranteed Renewal Contracts that are not terminated by or with the consent of the Contractholders or otherwise terminated in accordance with their terms, (ii) to the extent required by applicable Law or (iii) to honor binding quotes outstanding on such date.
 
Section 3.02      Renewal Rights .
 
(a)         Seller, FGWLA and CLAC shall provide to Purchaser on the Closing Date a true, complete and correct list of clients which have Insurance Contracts and Related Administered Contracts that are either in-force on the Closing Date or lapsed as of the Closing Date but subject to reinstatement.
 
(b)         In connection with the first policy anniversary or other renewal date of each Insurance Contract and the applicable Related Administered Contract on or after the Non-Renewal Date applicable to such Insurance Contract and Related Administered Contract with respect to which no renewal rate quote is outstanding on such date (or, with respect to such Insurance Contracts and Related Administered Contracts as remain in effect with Seller, FGWLA and CLAC subsequent to such Non-Renewal Date based on renewal rate quotes so outstanding, in connection with the next such policy anniversary or other renewal date), Purchaser shall send, on behalf of Seller, FGWLA and CLAC, as appropriate, (i) to each applicable Contractholder who does not have a Guaranteed Renewal Contract a written notice in a form reasonably acceptable to Seller, notifying such Contractholder of the termination of such Insurance Contract and Related Administered Contract by Seller, FGWLA or CLAC, as applicable, and encouraging such Contractholder to obtain replacement insurance and services with Purchaser and (ii) to each applicable Contractholder who has a Guaranteed Renewal Contract a written notice substantially in a form reasonably acceptable to Seller, encouraging such Contractholder to replace its Guaranteed Renewal Contract and Related Administered Contract with a new insurance policy and services agreement issued by Purchaser.
 
 
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(c)         Purchaser shall, in connection with the first policy anniversary date or other renewal date on or after the Non-Renewal Date applicable to each Insurance Contract and the applicable Related Administered Contract with respect to which no renewal rate quote is outstanding on such date (or, with respect to such Insurance Contracts and Related Administered Contracts continued to be written by Seller, FGWLA and CLAC subsequent to such Non-Renewal Date for the reasons set forth in Section 3.01, in connection with the next such policy anniversary), offer to issue a replacement policy and a new services agreement on Purchaser’s forms and at Purchaser’s rates and subject to Purchaser’s underwriting criteria, and Purchaser shall make a good faith effort to place the same in effect.  In connection with such replacements, Purchaser shall honor outstanding rate guarantees that are binding on Seller, FGWLA and CLAC.
 
(d)         From and after the applicable Non-Renewal Date, in connection with any Insurance Contract and applicable Related Administered Contract with respect to which renewal rate quotes or quotes for new business are outstanding on the applicable Non-Renewal Date, Purchaser and Seller, Purchaser and FGWLA or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage Contractholders and prospective Contractholders to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrier and service provider.  In the event that a Contractholder or prospective Contractholder should decline to so accept Purchaser and accepts a continuation of its policy and service agreement issued by Seller, FGWLA or CLAC or a new policy and service agreement issued by Seller, FGWLA or CLAC, such policy and service agreement shall nevertheless be subject to the provisions of Section 3.02(b); for the avoidance of doubt, the provisions of Section 3.02(b) shall be applicable to such policy and service agreement on the first anniversary after the date of issuance of such policy and service agreement by Seller, FGWLA or CLAC.
 
(e)         From and after the Closing, upon the exercise of conversion rights with respect to health coverages under any Insurance Contract, Purchaser and Seller, Purchaser and FGWLA or Purchaser and CLAC, as applicable, shall each use its commercially reasonable efforts to actively encourage individuals exercising such rights to accept Purchaser in substitution for Seller, FGWLA and CLAC as the issuing carrier.  For the avoidance of doubt, in the event that an individual should decline to so accept Purchaser the individual conversion policy issued by Seller, FGWLA or CLAC, as applicable, shall constitute an Insurance Contract hereunder and the provisions of Section 3.02(b) shall be applicable to such individual conversion policy on the first anniversary date of issuance of the individual conversion policy.
 
(f)         For Guaranteed Renewal Contracts or when otherwise required by law, the policy issued by Purchaser that replaces such Insurance Contract shall not, unless otherwise agreed by the applicable Contractholder, exclude from coverage any pre-existing condition occurring after the effective date of the Insurance Contract it replaced; provided, that such pre-existing condition did not preclude coverage under any such existing Insurance Contract.
 
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(g)         Notwithstanding anything in this Agreement to the contrary, in no event shall Seller, FGWLA or CLAC be obligated under this Agreement to renew any Insurance Contract and applicable Related Administered Contract subsequent to the policy anniversary date of such Insurance Contract or Related Administered Contract following the applicable Non-Renewal Date or to send any notices to Contractholders or otherwise attempt to encourage Contractholders to obtain coverage or services with Purchaser after the second policy anniversary date after the applicable Non-Renewal Date.  Notwithstanding the foregoing, Seller, FGWLA and CLAC shall continue to renew the Guaranteed Renewal Contracts for as long as is required pursuant to the terms of such contracts or applicable Law.
 
(h)         From and after the Closing Date, in connection with the renewal of the Insurance Contracts and Related Administered Contracts by Purchaser, Seller, FGWLA and CLAC shall:
 
(i)                 not object to the cancellation, on a pro rata basis, subject to the consent of the insured, the Contractholder and/or agent thereof, of any existing Insurance Contract which Purchaser desires to write;
 
(ii)                 subject to the Administrative Services Agreements, for two years after the applicable Non-Renewal Date, refrain from filing any withdrawal plans or notices with any insurance regulatory authorities in any state relating to withdrawal from any lines, kinds or classes of insurance business relating to the Insurance Contracts, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity;
 
(iii)                 subject to the Administrative Services Agreements, for two years after the applicable Non-Renewal Date, refrain from sending out notices of any kind, including notices under HIPAA, to the Contractholders or holders of Administered Contracts relating to withdrawal from any lines, kinds or classes of insurance business, except as set forth in Schedule 4.05(a)(ii), as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity;
 
(iv)                 (1) consult with Purchaser regarding any withdrawal plan or similar filing with a Governmental Entity that Seller, FGWLA or CLAC may wish to file as permitted by the foregoing clauses, and (2) make any such filing in a form reasonably satisfactory to Purchaser, and at a time and in a manner designed to minimize, to the extent practicable, any disruption to the conduct of the Business by Purchaser, including the renewal of the Insurance Contracts and Related Administered Contracts; and
 
(v)                 cooperate with Purchaser in identifying and making available to Purchaser the form filing files and related regulatory approvals of Seller, FGWLA and CLAC with respect to the Business and assist Purchaser in all
 
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reasonable respects in making “me-too” or similar filings of policy forms of the types included in the Business.
 
(i)         Seller, FGWLA and CLAC agree that the intent of this Article III is to convey to Purchaser on an exclusive basis all of Seller’s, FGWLA’s and CLAC’s rights, title and interest in the rights to renew the Insurance Contracts and the Related Administered Contracts.  Seller, FGWLA and CLAC shall not retain any such renewal rights and shall not sell, assign, transfer or facilitate the transfer of such rights to any third party other than Purchaser.
 
ARTICLE IIIA

UNRELATED ADMINISTERED CONTRACTS
 
Section 3A.01      Cessation of Renewals From and after the Non-Renewal Date, Seller shall cease renewing the Administered Contracts that were issued by Seller not in conjunction with an Insurance Contract (the “ Unrelated Administered Contracts ”), except to honor renewal fee quotes outstanding on such date, if applicable.
 
                               Section 3A.02       Renewal Rights Purchaser shall, in connection with the first contract anniversary date of each Unrelated Administered Contract selected by Purchaser in its discretion on or after the Non-Renewal Date with respect to which no renewal fee quote is outstanding on such date, if applicable (or, with respect to such Unrelated Administered Contracts renewed by Seller subsequent to the Non-Renewal Date based on renewal fee quotes outstanding on such date, in connection with the next such contract anniversary), offer to issue a replacement contract under terms determined by Purchaser and make a good faith effort to place the same in effect.  In connection with such replacements, at Purchaser’s request, Seller shall reasonably cooperate with Purchaser in Purchaser’s efforts to replace such contracts.
 
ARTICLE IV
 
REPRESENTATIONS AND WARRANTIES OF SELLER, FGWLA AND CLAC
 
Seller, FGWLA and CLAC hereby represent and warrant to Purchaser as follows (it being understood that each of FGWLA and CLAC hereby makes only those representations and warranties that specifically relate to it).
 
Section 4.01      Organization, Standing and Authority
 
(a)         Seller is duly organized, validly existing and in good standing under the Law of Colorado and has the requisite power and authority to carry on the operations of the Business as it is now being conducted by Seller.  FGWLA is duly organized, validly existing and in good standing under the Law of New York and has the requisite power and authority to carry on the operations of the Business as it is now being conducted by FGWLA.  CLAC is duly organized, validly existing and in good standing
 
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under the Law of Canada and has the requisite power and authority to carry on the operations of the Business as it is now being conducted by CLAC.
 
(b)         Each Seller Subsidiary is validly existing and is a corporation or other legal entity duly organized under the Law of the jurisdiction indicated in Schedule 4.01(b) and has the requisite corporate power and authority to carry on its business as now being conducted.  Each Seller Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties make such qualification necessary.
 
(c)         Seller has delivered or made available to Purchaser complete and correct copies of the certificate of incorporation and bylaws (or comparable organizational documents) (as amended to date, the “ Organizational Do cuments ”) for each of the Seller Subsidiaries.  No Seller Subsidiary is in material default under or in material violation of any provision of its Organizational Documents and such Organizational Documents as made available to Purchaser are in full force and effect.  The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors) of each Seller Subsidiary are true and complete in all material respects.  The stock certificate books and the stock record books of each Seller Subsidiary are correct and complete in all material respects.
 
Section 4.02      Capitalization Schedule 4.02 accurately sets forth, with respect to each Seller Subsidiary, (i) the number of and designation of all authorized shares of capital stock and (ii) the number of issued and outstanding shares of capital stock by class, the names of the holders thereof and the number of shares held by each such holder.  Such shares have been duly authorized, validly issued and are fully paid and, to the extent applicable, non-assessable and have been issued in compliance with all foreign, federal and state securities laws.  Seller and/or one or more Seller Subsidiaries are and shall be on the Closing Date the sole record and beneficial owners and holders of good and valid title to such shares, except as set forth on Schedule 4.02, free and clear of all Liens.  Except as listed on Schedule 4.02, no legend or other reference to any purported encumbrance appears on any certificate representing any of such shares.  Upon delivery of payment for the Shares as herein provided, Purchaser will acquire good and valid title to the Shares, free and clear of all Liens, other than any Liens arising from acts of Purchaser.  Except as set forth in Schedule 4.02, there are no outstanding options, warrants, calls, preemptive or similar rights, commitments or agreements of any kind to which Seller or any of its Subsidiaries is a party, or by which Seller or any of its Subsidiaries is bound, relating to the sale, issuance or voting of, or the granting of rights to acquire, all or any portion of the outstanding shares of capital stock of any Seller Subsidiary, or any securities convertible or exchangeable into or evidencing the right to purchase all or a portion of such shares.  There are no outstanding stock appreciation, phantom stock, profit participation, or similar rights with respect to any Seller Subsidiary.  There are no voting trusts or other agreements or understandings to which Seller or any of the Seller Subsidiaries is a party with respect to the voting of the outstanding shares of capital stock of the Seller Subsidiaries.  There are no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into
 
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or exercisable for securities having the right to vote) with the holders of such shares on any matter.
 
Section 4.03      Authorization.    Each of Seller, FGWLA, CLAC and, if applicable, their Affiliates has the requisite power and authority to execute, deliver and perform its obligations under this Agreement, each of the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements.  The execution and delivery by Seller, FGWLA, CLAC and, if applicable, their Affiliates of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by Seller, FGWLA, CLAC and, if applicable, their Affiliates, and the performance by Seller, FGWLA, CLAC and, if applicable, their Affiliates of their respective obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Seller, FGWLA, CLAC and, if applicable, their Affiliates.  This Agreement has been duly executed and delivered by Seller, FGWLA and CLAC and, subject to the due execution and delivery hereof by Purchaser, this Agreement is a valid and binding obligation of Seller, FGWLA and CLAC, respectively, enforceable against Seller, FGWLA and CLAC, as appropriate, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).  Each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered in connection with this Agreement or the Ancillary Agreements, when executed and delivered by Seller, FGWLA, CLAC and, if applicable, their Affiliates, will be duly executed and delivered by Seller, FGWLA, CLAC and their Affiliates, as applicable, and, subject to the due execution and delivery of such agreements, documents and instruments by the other parties thereto, each Ancillary Agreement and each other agreement, document and instrument to be delivered in connection with this Agreement or the Ancillary Agreements executed by Seller, FGWLA, CLAC or their Affiliates will be a valid and binding obligation of Seller, FGWLA, CLAC or their Affiliates, as applicable, enforceable against Seller, FGWLA, CLAC or their Affiliates, as appropriate, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
Section 4.04      Non- Contravention Except as disclosed in Schedule 4.04, the execution and delivery by each of Seller, FGWLA, CLAC and their Affiliates, as applicable, of this Agreement and of the Ancillary Agreements to which it is a party do not, and the consummation by Seller, FGWLA, CLAC and their Affiliates, as applicable, of the transactions contemplated by this Agreement and by such Ancillary Agreements and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the Organizational Documents of Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, as applicable, (ii) conflict with, result in a breach of or default (with or without notice or lapse of, time, or both) under, give rise to a right of
 
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termination, cancellation or acceleration of any obligation or loss of a benefit under or result in the creation of any Lien (other than Permitted Liens) on any property or asset of Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, as applicable, under, any indenture or other agreement, permit, franchise, license or other instrument or undertaking to which Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, as applicable, is a party or by which Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, as applicable, or any of their respective properties or assets is bound or affected, or (iii) contravene any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, determination or award applicable to Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, as applicable, or any of their respective properties or assets except, with respect to (ii), as would not, individually or in the aggregate, have a Sellers Material Adverse Effect.
 
Section 4.05      Consents and Approvals
 
                                                (a)         There is no requirement applicable to Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates to make any filing with, or to obtain any Permit, authorization, consent or approval from, any Governmental Entity that is either a health or insurance regulatory authority (i) in order to permit the Closing, except for the filings, permits, authorizations, consents or approvals set forth in Schedule 4.05(a)(i), or (ii) otherwise in connection with the implementation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the filings, permits, authorizations, consents or approvals set forth in Schedule 4.05(a)(ii).
 
(b)         There is no requirement applicable to Seller, FGWLA, CLAC or any Seller Subsidiary to make any filing with, or to obtain any Permit, authorization, consent or approval from, any Governmental Entity that is neither a health nor insurance regulatory authority in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the filings, permits, authorizations, consents or approvals as set forth in Schedule 4.05(b).
 
(c)         There is no requirement applicable to Seller, FGWLA, CLAC or any Seller Subsidiary to obtain any consent or approval from any third party (excluding any Governmental Entity) in connection with the execution or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the consents, approvals or notices set forth in Schedule 4.05(c), Schedule 4.09, Schedule 4.19(a), and Schedule 4.19(b) and such other consents, approvals, or notices as may be required under the terms of the Business Contracts which are not Material Business Contracts.
 
Section 4.06      Statement of Assets and Liabilities .
 
(a)         The December 31 Statement of Assets and Liabilities and December 31 Net Worth Statement were prepared from the Business Books and Records in accordance with the Methodologies.  The Statutory Reserves set forth on the December 31 Statement of Assets and Liabilities and the December 31 Net Worth Statement were computed in accordance with the Methodologies and in accordance with commonly
 
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accepted actuarial standards consistently applied and are fairly stated in accordance with sound actuarial principles and were based, in all material respects, on actuarial assumptions which were in accordance with those called for in the provisions of the related Insurance Contracts and Reinsured Contracts.
 
                                                (b)         Attached hereto as Schedule 4.06(b) are copies of the unaudited pro-forma GAAP balance sheets and income statements of the Business as of and for the twelve months ended December 31, 2006 and the six months ended June 30, 2007 (such financial statements, together with the notes thereto, the “ Unaudited Financial Statements ”).  Except as set forth in the notes to the Unaudited Financial Statements, the Unaudited Financial Statements (i) were prepared in accordance with GAAP applied on a consistent basis with the audited GAAP financial statements of Seller for the year ended as of December 31, 2006, and the unaudited consolidated financial statements of Seller for the six months ended June 30, 2007, as applicable, (ii) were prepared using the same data with respect to the Business as was used in preparing the audited GAAP financial statements of Seller for the year ended as of December 31, 2006 and the unaudited financial statements of Seller for the six months ended June 30, 2007, as applicable, and (iii) fairly present in all material respects the combined financial position and the results of operations of the Business for the periods indicated.
 
(c)         Except for liabilities accrued or reserved against in the Unaudited Financial Statements or incurred in the ordinary course of business since December 31, 2006, the Seller Subsidiaries have not incurred any liabilities, whether absolute, accrued or contingent, of a nature which would, individually or in the aggregate, be required to be reflected on a balance sheet prepared in accordance with GAAP (or disclosed in the notes thereto), except as would not result in a material increase in the aggregate liabilities shown in the Unaudited Financial Statements.
 
Section 4.07      Insurance Company Subsidiar y Financial Statements Seller has previously delivered or made available to Purchaser true, complete and correct copies of the statutory financial statements of each Insurance Company Subsidiary, as filed with the applicable domestic regulators for the years ended December 31, 2006 and 2005 and for each subsequent quarterly or annual period previously filed (or, in the case of such statements filed after the date hereof, will promptly provide such statements to Purchaser after the filing thereof), together with all exhibits and schedules thereto (the “ Insurance Company Subsidiary SAP Statements ”).  The Insurance Company Subsidiary SAP Statements present (or, when filed, will present) fairly, in all material respects, the respective statutory financial conditions of the Insurance Company Subsidiaries at the respective dates thereof, and the statutory results of operations for the periods then ended in accordance with Applicable SAP applied on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein.
 
Section 4.08      Absence of Certain Changes Except as disclosed in Schedule 4.08, since December 31, 2006, and with respect to Section 4.08(l) since December 31, 2005, Seller, FGWLA and CLAC have conducted the Business, and the Seller Subsidiaries have conducted their businesses, only in the ordinary course consistent with past practice, and since such date, there has not been:
 
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(a)         any occurrence, development or event that has had or would, individually or in the aggregate, reasonably be expected to have a Sellers Material Adverse Effect;
 
(b)         any material change in the statutory accounting methods, principles or practices used by Seller, FGWLA or CLAC in connection with the Business or by the Insurance Company Subsidiaries, including but not limited to any material change with respect to establishment of reserves for losses and loss adjustment expenses, except insofar as may be required by a change in Applicable SAP or a change in Law, or, after the date hereof, by any Governmental Entity;
 
(c)         any increase, other than in the ordinary course of business consistent with past practice or as permitted or required under an existing agreement or as required by applicable Law, in the compensation of, or the value of any pension, retirement allowance, severance or other employee benefit plan, agreement or arrangement applicable to any Business Employee, or, except as provided by Section 6.11(m) or 6.11(n), any establishment of any new Employee Plan applicable to any Business Employee;
 
(d)         any change in underwriting standards, pricing bases, retention limits, administrative practices or claims practices and standards of Seller, FGWLA, CLAC or the Insurance Company Subsidiaries, other than in the ordinary course of business consistent with past practice;
 
(e)         any entry into, or material amendment of, a Business Contract or Leased Property Lease, except for any such change (i) as a result of a renewal or expiration or (ii) in the ordinary course of business consistent with past practices;
 
(f)         any transaction or commitment made, or any material contract or agreement entered into by Seller, FGWLA or CLAC related to the Business or by any Seller Subsidiary (including the acquisition or disposition of any assets) or any relinquishment by Seller, FGWLA or CLAC of any material contract or other right related to the Business or by any Seller Subsidiary of any material contract or other right, other than transactions and commitments in the ordinary course of business consistent with past practices;
 
(g)         other than in the ordinary course of business consistent with past practice, with respect to the Business, any material forgiveness, cancellation, compromise, waiver or release of any debts, claims or rights;
 
(h)         other than investment portfolio activities in the ordinary course of business consistent with past practice, any material acquisition or disposition of (i) any asset that otherwise would have been a Transferred Asset upon consummation of the Closing or (ii) any asset of a Seller Subsidiary;
 
(i)         any entering into or commutation of any reinsurance contract (i) with respect to the Insurance Contracts or Reinsured Contracts by Seller, FGWLA or
 
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CLAC or (ii) with respect to the Subsidiary Insurance Contracts by any Insurance Company Subsidiary, other than in the ordinary course of business consistent with past practice;
 
(j)         declared, set aside, made or paid any dividend or other distribution in respect of any shares of capital stock of any Seller Subsidiary or otherwise purchased or redeemed, directly or indirectly, any such shares;
 
(k)         issued, sold, granted, conferred, awarded, pledged, or otherwise encumbered any shares of capital stock of any Seller Subsidiary;
 
(l)         any material change in Tax accounting methods, policies or practices, except as required by a change in GAAP or SEC rules, regulations or guidelines or applicable Law, any material Tax election or settlement or compromise of any material Tax liability, any amended material Tax Return or claim for refund filed, any consent to extension of the period of limitations for the payment or assessment of any material Tax, or any closing agreement affecting any material Tax liability or refund entered into, in each case, by any Seller Subsidiary or solely with respect to the Business or the Transferred Assets; or
 
(m)           any agreement or commitment (contingent or otherwise) to do any of the foregoing.
 
Section 4.09      Business Contracts.   Schedule 4.09 sets forth (i) a list of the Material Business Contracts in effect on the date hereof and (ii) whether consent from a third-party is required to assign each such Material Business Contract to Purchaser.  True and complete copies of all Material Business Contracts have been made available to Purchaser for its review.  Each Business Contract is in full force and effect and is the valid and binding obligation of each of Seller, FGWLA, CLAC, or each Seller Subsidiary party thereto, as applicable, and, to the Knowledge of Seller, FGWLA and CLAC, each other party thereto, except as the enforceability of any thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).  Except as set forth in Schedule 4.09, none of Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates or, to the Knowledge of Seller, FGWLA and CLAC, any other Person is (or, with the giving of notice or the lapse of time or both, will be) in violation or breach of or default under any of the Business Contracts in any material respect.
 
Section 4.10      Business Reinsurance Agreements Schedule 4.10 sets forth a list of the Business Reinsurance Agreements as of the date hereof.  Each of the Business Reinsurance Agreements is in full force and effect and is the valid and binding obligation of Seller, FGWLA, CLAC or each Seller Subsidiary and, to the Knowledge of Seller, FGWLA and CLAC, each other party thereto, except as the enforceability of any thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in
 
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equity or at law).  Except as set forth in Schedule 4.10, none of Seller, FGWLA, CLAC, any Seller Subsidiary or any of their Affiliates, or, to the Knowledge of Seller, FGWLA and CLAC, any other Person is (or, with the giving of notice or the lapse of time or both, will be) in violation or breach of or default under any of the Business Reinsurance Agreements in any material respects.  To the Knowledge of Seller, FGWLA and CLAC, there is no event that has occurred which, with the passage of time or the giving of notice, or both, would create a default or breach by Seller, FGWLA, CLAC or any Seller Subsidiary under any Business Reinsurance Agreement.  None of the transactions contemplated hereby or by an Ancillary Agreement would, directly or indirectly, cause a default or breach under any Business Reinsurance Agreement.  Neither Seller, FGWLA, CLAC, any Seller Subsidiary nor any other party under any Business Reinsurance Agreement has given any notice of termination with respect to any such arrangement or treaty, and, to the Knowledge of Seller, FGWLA and CLAC, there is no dispute under any such arrangement or treaty.
 
Section 4.11      Transferred Assets Seller , FGWLA and CLAC, as applicable, have good title to all of the Transferred Assets, free and clear of all Liens, except for Permitted Liens.  At the Closing, subject to Section 2.07, Purchaser will acquire the Transferred Assets, free and clear of all Liens, except for Permitted Liens and except for any Liens arising from acts of Purchaser or any of its Affiliates.  Each of the Seller Subsidiaries has good title to all of its respective assets, free and clear of all Liens, except for Permitted Liens.
 
Section 4.12      Litigation; Orders Except as set forth in Schedule 4.12(a), and except for claims litigation arising under the Insurance Contracts, the Reinsured Contracts, or the ASO Contracts and litigation with Providers, in each case in the ordinary course of business, there is no action, suit, proceeding or arbitration (each, an “ Action ”) pending or threatened in writing against Seller, FGWLA or CLAC (in each case, to the extent relating to the Business) or against any Seller Subsidiary.  Except as set forth in Schedule 4.12(b), there are no judgments, decrees, injunctions, or orders of any Governmental Entity or arbitrator or any consent agreements, commitment agreements or similar written agreements entered into between any Governmental Entity and (i) any Seller Subsidiary, but disregarding any such agreement issued prior to the date of acquisition of the Seller Subsidiary and not within the Knowledge of Seller, or (ii) Seller, FGWLA or CLAC, with respect to the Business (each an “ Order ”), in each case issued after January 1, 2004 or under which Seller, FGWLA, CLAC or any Seller Subsidiary has any continuing obligations.  Seller, FGWLA, CLAC and the Seller Subsidiaries have not been advised by any Governmental Entity that it is currently considering issuing or requesting any such Order in the future.
 
Section 4.13      Compliance with Law
 
.                                               (a)         Except as disclosed in Schedule 4.13(a), since January 1, 2005 Seller, FGWLA and CLAC have been in compliance with all applicable Law as regards the Business in all material respects, and the Seller Subsidiaries have been in compliance with all applicable Law in all material respects.
 
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(b)         Since January 1, 2005, neither Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) nor any Seller Subsidiary nor, to the respective Knowledges of Seller, FGWLA or CLAC, any third party service provider acting on behalf of Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) or any Seller Subsidiaries, has received, nor otherwise has any knowledge of, any written notice from any Governmental Entity that (i) alleges any material noncompliance (or that Seller, FGWLA, CLAC or any Seller Subsidiary or any such third party service provider is under investigation or the subject of an inquiry by any such Governmental Entity for such alleged material noncompliance) with any applicable Law, or (ii) asserts any risk-based capital deficiency.  Since January 1, 2005, no Governmental Entity has threatened in writing any investigation or inquiry related to any material noncompliance with any applicable Law by Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) or any Seller Subsidiary.
 
(c)         Except as set forth on Schedule 4.13(c), Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) and the Seller Subsidiaries have filed with the appropriate Governmental Entities, including state health and insurance regulatory authorities and any applicable federal regulatory authorities, all material reports, statements, documents, registrations, filings or submissions required to be filed by them.  Except as set forth in Schedule 4.13(c), all such registrations, filings and submissions filed by Seller, FGWLA, CLAC or the Seller Subsidiaries were in compliance in all material respects with applicable Law when filed or as amended or supplemented, and no material deficiencies have been asserted by any Governmental Entity with respect to such registrations, filings or submissions that have not been cured.
 
(d)         Schedule 4.13(d)(i) sets forth a list of standard contract forms (subject to state variations) utilized by Seller, FGWLA, CLAC and the Insurance Company Subsidiaries in issuing the Insurance Contracts and the Subsidiary Insurance Contracts.  Except as set forth on Schedule 4.13(d)(ii), (i) all policy forms, and certificates used in the Business, the forms of all policies and certificates on which Insurance Contracts and Subsidiary Insurance Contracts were written and all amendments, endorsements and riders thereto and (ii) all applications, brochures and marketing materials pertaining thereto have been, in all material respects, approved by all applicable Governmental Entities or filed with and not objected to by such Governmental Entities within the period provided by applicable Law for objection, to the extent required by Law, and comply in all material respects with all requirements of Law.  Seller, FGWLA and CLAC in each case, to the extent relating to the Business and the Seller Subsidiaries have, in the aggregate, performed their obligations with respect to the Insurance Contracts and Subsidiary Insurance Contracts, as applicable, in accordance with the terms of the Insurance Contracts and Subsidiary Insurance Contracts, as applicable, in all material respects.
 
(e)         Except as set forth in Schedule 4.13(e), all premium rates, rating plans and policy terms established or used by Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) or any Insurance Company Subsidiary that are required to be filed with and/or approved by Governmental Entities have been so filed and/or approved in all material
 
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respects, the premiums charged conform in all material respects to the premiums so filed and/or approved and comply with the insurance Law applicable thereto.
 
(f)         Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) and the Seller Subsidiaries have implemented policies, procedures and/or programs designed to assure that their agents nd employees are in compliance in all material respects with applicable Law
 
(g)         Except as set forth on Schedule 4.13(f), Seller, FGWLA, CLAC and the Seller Subsidiaries have at all times complied in all material respects with all applicable Law relating to privacy, data protection and the collection and use of personal information and user information gathered, accessed, collected or used in the course of the operations of Seller, FGWLA, CLAC and the Seller Subsidiaries, as applicable, including the applicable provisions of the Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”) and the Privacy Rule and the Security Rule adopted thereunder.  To the respective Knowledges of Seller, FGWLA and CLAC, each of Seller, FGWLA, CLAC and the Seller Subsidiaries have complied in all material respects with the requirements of HIPAA to have agreements with all of its “business associates” (as such term is defined by and as such agreements are required by the Privacy Rule adopted under HIPAA).  No Action is pending or threatened in writing against Seller, FGWLA, CLAC or any Seller Subsidiary alleging a violation of any Person’s privacy, personal information or data rights.  Each of Seller, FGWLA, CLAC and the Seller Subsidiaries have at all times complied in all material respects with all rules, policies and procedures established by Seller, FGWLA, CLAC and the Seller Subsidiaries, as applicable, from time to time and as applicable with respect to privacy, data protection or collection and use of personal information and user information gathered or accessed in the course of the operations of Seller, FGWLA, CLAC and the Seller Subsidiaries.  No Action is pending or threatened in writing against Seller, FGWLA, CLAC or any Seller Subsidiary by any Person alleging a violation of such Person’s or privacy, personal or confidentiality rights under any such rules, policies or procedures.  The consummation of the transactions contemplated herein will not breach or otherwise cause any violation of any Law related to privacy, data protection or the collection and use of personal information and user information gathered or accessed from then current users (at the time of consummation of the transactions contemplated hereunder) in the course of the operations of Seller, FGWLA, CLAC and the Seller Subsidiaries, in each case in any material respect.
 
(h)         With respect to all personal and user information described in clause (g) above, each of Seller, FGWLA, CLAC and the Seller Subsidiaries has at all times taken all steps reasonably necessary (including implementing and monitoring compliance with adequate measures with respect to technical and physical security) to ensure that such information is protected against loss and against unauthorized access, use, modification, disclosure or other misuse.  There has been no unauthorized access to or other misuse of that information that has had or would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect.  Seller, FGWLA, CLAC and the Sellers Subsidiaries, as applicable, maintain systems and procedures reasonably designed to respond to complaints received alleging violation of third party content rights.
 
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(i)         All forms of Business Contracts with third parties that currently are in use by each of Seller, FGWLA, CLAC and the Seller Subsidiaries conform in all material respects to the requirements of applicable Law.
 
Section 4.14      Permits Schedule 4.14 hereto lists (i) all jurisdictions in which each of Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) and the Seller Subsidiaries, as applicable, is licensed, (ii) the authority granted under each such license in each jurisdiction and (iii) all third-party accreditations held by each of Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) and the Seller Subsidiaries.  Each of Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) and the Seller Subsidiaries has all Permits (whether or not related to the business of insurance) and third-party accreditations necessary for the conduct of its business as it is currently conducted in each jurisdiction in which Seller, FGWLA, CLAC and the Seller Subsidiaries require such Permits or accreditations.  The Business has been and is being conducted in compliance with all such Permits and accreditations in all material respects.  Except as set forth in Schedule 4.14, all such Permits and accreditations are in full force and effect, and neither Seller, FGWLA, CLAC nor any Seller Subsidiary has received any written notice of any proceeding or investigation pending or threatened in writing, which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, modification, suspension or restriction of any such Permit or accreditation.
 
Section 4.15      Brokers No broker , investment banker, financial advisor or other Person, other than Goldman, Sachs & Co., the fees and expenses of which will be paid by Seller, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller, FGWLA, CLAC or any of their Affiliates.
 
Section 4.16      Employees
 
                                                (a)         Seller and FGWLA have made available to Purchaser a true and complete listing of the Business Employees and Subsidiary Employees as of the date hereof (which listing shall be updated by Seller from time to time, as appropriate), including each such Business Employee’s and Subsidiary Employee’s job title, classification and hire date.
 
(b)         Except as set forth in Schedule 4.16(b), no union or other labor organization represents or claims to represent the Business Employees or Subsidiary Employees and, to the respective Knowledges of Seller and FGWLA, since January 1, 2005, there have been no union organizing activities among such Business Employees or Subsidiary Employees.  Neither Seller nor FGWLA nor any Seller Subsidiary is now bound, nor has at any time during the last five years been bound, by any collective bargaining or similar agreement with any labor organization applicable to the Business Employees or Subsidiary Employees.
 
 
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(c)         Seller and FGWLA have made available to Purchaser true and complete copies of all employee manuals or handbooks containing personnel or employee relations policies applicable to Business Employees and/or Subsidiary Employees.
 
(d)         All persons classified by Seller or its Affiliates as independent contractors satisfy and have at all times satisfied the requirements of applicable Law in all material respects to be so classified.  Seller and its Affiliates have in all material respects fully and accurately reported their compensation on IRS Form 1099 when required to do so and have no material obligations to provide benefits with respect to such persons under any Employee Plans or otherwise.  Except pursuant to intercompany servicing or third party temporary staffing arrangements, no individuals are currently providing services to any Seller Subsidiary pursuant to a leasing agreement or similar type of arrangements, nor has any Seller Subsidiary entered into any arrangements whereby services will be provided by such individuals.  There is no proceeding pending or threatened in writing against Seller, FGWLA or any Seller Subsidiary challenging the classification of any person as an employee or an independent contractor, including any claim for unpaid benefits, for or on behalf of, any such person.
 
(e)         Seller, FGWLA and the Seller Subsidiaries are in compliance in all material respects with all applicable laws respecting employment and employment practices, including, without limitation, all laws respecting terms and conditions of employment, health and safety, wages and hours, child labor, immigration, employment discrimination, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, employee leave issues and unemployment insurance.
 
(f)         Seller, FGWLA and the Seller Subsidiaries are not and have not been: (i) a “contractor” or “subcontractor” (as defined by Executive Order 11246), (ii) required to comply with Executive Order 11246 or (iii) required to maintain an affirmative action plan; it being nevertheless understood that Seller voluntarily complies with Executive Order 11246.
 
(g)         Seller, FGWLA and the Seller Subsidiaries are not delinquent in any material respects in payments to any present or former Business Employees or Subsidiary Employees for any services or amounts required to be reimbursed or otherwise paid.
 
(h)         Except as set forth on Schedule 4.16(h), to the respective Knowledges of Seller and FGWLA, neither Seller nor FGWLA nor any of the Seller Subsidiaries has received (i) notice of any unfair labor practice charge or complaint with respect to it which is still pending before the National Labor Relations Board or any other Governmental Entity against it, (ii) notice of any complaints, grievances or arbitrations with respect to it arising out of any collective bargaining agreement which is still pending, (iii) notice of any charge or complaint with respect to it before the Equal Employment Opportunity Commission or any other Governmental Entity responsible for the prevention of unlawful employment practices which is still pending, (iv) notice of the
 
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intent of any Governmental Entity responsible for the enforcement of labor, employment, wages and hours of work, child labor, immigration, or occupational safety and health laws to conduct an investigation with respect to it or notice that such investigation is in progress in either case which is still pending, or (v) notice of any lawsuit or other proceeding pending in any forum by or on behalf of any present or former Business Employee or Subsidiary Employee of such entities, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any applicable law governing employment or the termination thereof or other discriminatory, wrongful or tortuous conduct in connection with the employment relationship.
 
(i)         Seller, FGWLA and each Seller Subsidiary are and have been in compliance in all material respects with all notice and other requirements under the WARN Act and any similar foreign, state or local law relating to plant closings and layoffs.
 
(j)         To the respective Knowledges of Seller and FGWLA, no Business Employee or Subsidiary Employee is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, restrictive covenant or other obligation to a former employer of any such Business Employee or Subsidiary Employee relating (i) to the right of any such Business Employee or Subsidiary Employee to be employed by Seller, FGWLA or any Seller Subsidiary or (ii) to the knowledge or use of trade secrets or proprietary information.
 
(k)         The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach, or obligation to pay any amounts under, any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement to which Seller, FGWLA or any Seller Subsidiary is a party.
 
Section 4.17      Employee Plans
 
                                                (a)         Schedule 4.17(a) contains a list of each Employee Plan.  Seller or FGWLA has made available, or has caused the Seller Subsidiaries to make available, to Purchaser the plan documents or other writing constituting each such Employee Plan and the summary plan description for each such Employee Plan (if applicable).
 
(b)         No Employee Plan is a Multiemployer Plan and since January 1, 2002, neither Seller, FGWLA, the Seller Subsidiaries nor any ERISA Affiliate has had any obligation to contribute to, or has incurred any withdrawal liability with respect to a Multiemployer Plan.  No Employee Plan is a “multiple employer plan” described in Section 4063 of ERISA.  There is no amount or payment arising from or in connection with any Employee Plan, including any Seller Title IV Plan but excluding any Seller Subsidiary Plan, with respect to which Purchaser is or will be liable to any Person, including any Governmental Entity or any employee of any of Seller, FGWLA or any of
 
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their ERISA Affiliates.  No funding waiver has been requested under section 412 of the Code with respect to any Seller Title IV Plan.  There has occurred no non-exempt “prohibited transaction” (within the meaning of section 4975 of the Code or section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that would reasonably be expected to result in any material liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing) or any officer, director or employee of Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing).
 
(c)         Except as set forth in Schedule 4.17(c), with respect to Seller Subsidiary Plans:  (i) Seller has provided or has caused the Seller Subsidiaries to provide to Purchaser (in addition those documents contemplated by Section 4.17(a)) (A) if any Seller Subsidiary Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof, (B) where applicable, Forms 5500 with respect to the two most recently completed plan years, including all related schedules, (C) with respect to each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code, the most recent determination letter from the Internal Revenue Service, and (D) since the Acquisition Date of the sponsor of any Seller Subsidiary Plan or to the Knowledge of Seller, any correspondence between Seller or any of its Affiliates and any Governmental Entity concerning any issue that could reasonably be expected to result in a material liability to such sponsor; (ii) no Seller Subsidiary Plan provides for post-employment surgical, medical, hospitalization, death or similar benefits (whether or not insured) other than as required under applicable Law; (iii) no Seller Subsidiary Plan is subject to Section 302 or Title IV of ERISA; (iv) each Seller Subsidiary Plan intended to be qualified under section 401(a) of the Code is so qualified, the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code, and no condition exists that would reasonably be expected to adversely affect such qualifications; (v) the execution and the delivery of this Agreement or the consummation of the transactions contemplated hereby will not, alone or with any other event, cause there to be paid any bonuses other compensation or cause the accelerated vesting of benefits or payments under any Seller Subsidiary Plan; (vi) each Seller Subsidiary Plan has been established and maintained in compliance in all material respects with its terms and applicable Law; (vii) each Seller Subsidiary Plan that constitutes a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code has been operated in good faith compliance with section 409A of the Code and the guidance issued thereunder; (viii) neither Seller nor any Seller Subsidiary has incurred any liability for any excise, income or other taxes or penalties with respect to any Seller Subsidiary Plan that would reasonably be expected to result in any liability, direct or indirect, for Purchaser or any of its Affiliates (including without limitation the Seller Subsidiaries as of and following the Closing); and (ix) there are no pending or, to the respective Knowledges of Seller and FGWLA, threatened claims by or on behalf of any Seller Subsidiary Plan, or by or on behalf of any participants or beneficiaries of any Seller Subsidiary Plan or other persons, other than claims for benefits made in the ordinary operation of Seller Subsidiary Plans, and no condition exists which would reasonably be expected to result in the assertion of any such claim.
 
 
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Section 4.18      Real Property
 
(a)         Schedules 4.18(a)(i) and 4.18(a)(ii) hereto, taken together, set forth a true and complete list and summary description of all Leased Property.  All of the leases or subleases of Leased Property including all amendments thereto (the “ Leased Property Leases ”) are valid and in full force and effect in all material respects and all rents and additional rents due to date on each Leased Property Lease have been paid or will be timely paid in accordance with the customary practice permitted by such Leased Property Lease.
 
(b)         No notice of default which is extant (i.e., not cured within the applicable grace period) has been given by the lessor to the lessee, or by the lessee to the lessor, under any of the Leased Property Leases.  None of Seller, FGWLA or any Seller Subsidiary is in material default under any Leased Property Lease and, to the respective Knowledges of Seller and FGWLA, no lessor is in material default under any Leased Property Lease.  No event has occurred which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder by Seller or FGWLA or which would entitle any party to any of the Leased Property Leases to exercise any default remedy thereunder or which could result in the termination thereof.
 
(c)         Seller has delivered to Purchaser or otherwise made available to Purchaser true, correct and complete copies of the Leased Property Leases, together with all amendments, modifications or supplements, if any, thereto.
 
(d)         Seller, FGWLA or a Seller Subsidiary, as applicable, enjoys peaceful and undisturbed possession in all material respects under all Leased Property Leases.
 
(e)         To the respective  Knowledges of Seller and FGWLA, no notice of violation of any material law, ordinance or administrative regulation (including any zoning or building law) has been received by Seller, FGWLA or any Seller Subsidiary with respect to any Leased Property or the Headquarters.  Each Leased Property and the Headquarters is in a state of reasonable maintenance and repair.  To the respective Knowledges of Seller and FGWLA, neither the whole nor any portion of any Leased Property or the Headquarters is being condemned or otherwise taken by any public authority, nor has any notice been received of any such condemnation or taking.
 
(f)         Seller, FGWLA and the Seller Subsidiaries have obtained all material permits required pursuant to any applicable Environmental Laws in connection with the occupancy of the Leased Property pursuant to the Leased Property Leases and the Headquarters, and each of them has operated in compliance in all material respects with applicable Environmental Laws regarding the Leased Property and the Headquarters.  Neither Seller, FGWLA or a Seller Subsidiary has received from any Governmental Entity or any Person (i) any written notice of a (nor to the Knowledge of Seller has there been any) violation, alleged violation, non compliance, inquiry, investigation, liability or potential liability regarding compliance with applicable Environmental Laws by any of Seller, FGWLA or a Seller Subsidiary relating to the Leased Property or the Headquarters,
 
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or (ii) any written demand or claim (A) seeking (nor to the Knowledge of Seller has there been any) payment, contribution, indemnification, remedial action or removal action or (B) alleging (nor to the Knowledge of Seller has there been) any environmental damage or injury to person, property or natural resources, concerning (in the case of (A) or (B)) any of the Leased Real Property, the Headquarters, or any real property formerly owned, leased or operated (in part or in whole) by a Seller Subsidiary.
 
                                                (g)         None of the Leased Property has been pledged or assigned by Seller, FGWLA or a Seller Subsidiary.
 
(h)         Neither Seller, FGWLA nor a Seller Subsidiary has given any notice to any landlord under any of the Leased Property Leases indicating that it will not be exercising any extension or renewal options under the Leased Property Leases.  All security deposits required under the Leased Property Leases have been paid to and have not been applied in respect of a breach or a default under such Leased Property Lease unless all amounts so applied have been redeposited in full.
 
(i)         There are currently in effect such insurance policies for each Leased Property and Headquarters as are customarily maintained or required by a tenant or owner, as applicable, with respect to similar properties.  All premiums due on such insurance policies have been paid by Seller, FGWLA or a Seller Subsidiary and Seller, FGWLA or a Seller Subsidiary will maintain such insurance policies (or substantially similar substitute coverage) from the date hereof through the Closing Date or earlier termination of this Agreement.  Seller, FGWLA or a Seller Subsidiary has not received and has no knowledge of any notice from any insurance company requesting the performance of any work or alteration with respect to any Leased Property or the Headquarters or any portion thereof.  Seller, FGWLA or a Seller Subsidiary has received no notice from any insurance company concerning, nor is Seller, FGWLA nor a Seller Subsidiary aware of, any defects or inadequacies in any Leased Property or the Headquarters, which, if not corrected, would result in the termination of insurance coverage or materially increase its cost.
 
Section 4.19      Computer Software
 
                                                (a)         Set forth on Schedule 4.19(a) hereto is a true and complete listing of all material computer software programs and databases used or held for use principally in the conduct of the Business.  Schedule 4.19(a) hereto also sets forth whether each such computer software program or database is (i) owned by Seller, FGWLA, CLAC or any Seller Subsidiary (together with any other computer software programs and databases owned by Seller, FGWLA, or CLAC and used or held for use principally in the conduct of the Business, the “ Owned Principally Used Software ”) or (ii) licensed by Seller, FGWLA, CLAC or any Affiliate of Seller from a third party (together with any other computer software programs and databases licensed by Seller, FGWLA, or CLAC and used or held for use principally in the conduct of the Business, the “ Licensed Principally Used Software ”), and whether consent from a third party to assign the license in the Licensed Principally Used Software to Purchaser is required.
 
 
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(b)         Set forth on Schedule 4.19(b) hereto a true and complete listing of all material computer software programs and databases used or held for use both (i) in the conduct of the Business and also (ii) in the conduct of any of the other businesses of Seller, FGWLA, CLAC or any Affiliate of Seller and not used principally in the conduct of the Business.  Schedule 4.19(b) hereto also sets forth whether each such computer software program or database is (i) owned by Seller, FGWLA, CLAC or any Affiliate of Seller (together with any other computer software programs and databases owned by Seller, FGWLA, CLAC or any of their Affiliates and used or held for use both (x) in the conduct of the Business and also (y) in the conduct of any other business of Seller, FGWLA, CLAC or any of their Affiliates and not used principally in the conduct of the Business, the “ Owned Generally Used Software ”) or (ii) licensed by Seller, FGWLA, CLAC or any Affiliate of Seller from a third party (together with any other computer software programs and databases licensed by Seller, FGWLA, CLAC or any of their Affiliates and used or held for use both (x) in the conduct of the Business and also (y) in the conduct of any other business of Seller, FGWLA, CLAC or any of their Affiliates and not used principally in the conduct of the Business, the “ Licensed Generally Used Software ”).  Schedule 4.19(b) hereto also sets forth whether consent from a third party is required to provide Purchaser with the right to use each such Licensed Generally Used Software.
 
(c)         Set forth on Schedule 4.19(c) are all items of Owned Principally Used Software and Licensed Principally Used Software that are not to be licensed, sublicensed, assigned or otherwise transferred to Purchaser (“ Excluded Software ”).  On the Closing Date, except with respect to the Excluded Software and subject to the receipt of all required third party consents or waivers therefor as contemplated by Section 6.05, Purchaser or the Seller Subsidiaries will have (A) exclusive ownership of all rights whatsoever in the Owned Principally Used Software, including all copyright and other rights in its source code, object code, utilities required to compile code, executables, documentation and all copies thereof, free and clear of any royalty or other payment obligations or Liens, (B) pursuant to an assignment of all of Seller’s, FGWLA’s, CLAC’s or any Affiliate of Seller’s (other than the Seller Subsidiaries’) right to the Licensed Principally Used Software, the right to use, in the same manner in connection with the Business as used by Seller, FGWLA, CLAC or the Seller Subsidiaries prior to the Closing Date the Licensed Principally Used Software licensed by Seller, FGWLA, CLAC or any Affiliate of Seller (other than the Seller Subsidiaries), and (C) pursuant to the Transition Services Agreement, the benefit of the Owned Generally Used Software and the Licensed Generally Used Software as it was used in connection with the Business as used by Seller, FGWLA, CLAC or the Seller Subsidiaries prior to the Closing Date.  For the avoidance of doubt, the parties hereto agree that all costs and expenses associated with the matters set forth in clauses (B) and (C) above shall be borne by Seller and Purchaser in accordance with Section 6.05(d).
 
(d)         With respect to the Owned Principally Used Software, the Owned Generally Used Software, the Licensed Principally Used Software, the Licensed Generally Used Software (other than the Excluded Software), and the Intellectual Property Rights to be transferred, licensed, sublicensed or assigned to Purchaser under this Agreement or any Ancillary Agreement:  to the respective Knowledges of Seller,
 
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FGWLA and CLAC, nothing in such software or Intellectual Property Rights, in whole or in part, infringes the intellectual property rights of any other Person, including rights of copyright, trademark, patent, trade secret or any other proprietary right except for infringements which would not, individually or in the aggregate, have a Sellers Material Adverse Effect; none of Seller, FGWLA or CLAC has received any written notice of any claim that any of such property infringes the intellectual property rights of any third party; such property does not, to the respective Knowledges of Seller, FGWLA and CLAC, contain any disabling devices, Trojan horses, or other embedded mechanisms by which use thereof may be impeded; and except for the fees set forth on Schedules 4.19(e) and 4.20(d) or in the Transition Services Agreement, no such property to be transferred, licensed or assigned hereunder requires any payment for the use of any patent, trade name, service mark, trade secret, trademark, copyright or other intellectual property right or technology owned by any third party.
 
(e)         Set forth on Schedule 4.19(e) is a true and correct list of all maintenance fees, third party licensing fees and similar charges required to be paid for the use of the material Licensed Principally Used Software and the material Owned Principally Used Software, other than the Excluded Software.
 
 
(f)         Seller, FGWLA, CLAC and the Seller Subsidiaries have established and maintain commercially reasonable security programs and are in material compliance with such programs.  Seller, FGWLA, CLAC and the Seller Subsidiaries have not had a security breach, with respect to the Business that resulted in or required the notification of customers of the Business of such security breach.
 
Section 4.20      Intellectual Property Rights
 
.                                               (a)         Except as set forth in Schedule 4.20(a) and subject to the receipt of all required third party consents or waivers therefor as contemplated by Section 6.05, the execution and delivery of this Agreement by Seller, FGWLA and CLAC, and the consummation of the transactions contemplated hereby, will neither cause Seller, FGWLA, CLAC or any Seller Subsidiary to be in violation or default under any licenses, sub-licenses or other agreements to which Seller, FGWLA, CLAC or any Seller Subsidiary is a party and pursuant to which Seller, FGWLA, CLAC or any Seller Subsidiary is authorized, or has granted rights, to use any Intellectual Property Rights, nor entitle any other party to any such license, sub-license or agreement to terminate or modify such license, sub-license or agreement, except for such violations, defaults, terminations or modifications as would not, individually or in the aggregate, have a Sellers Material Adverse Effect.
 
(b)         Set forth on Schedule 4.20(b) is a complete and correct list and a brief description (including whether such is licensed or owned and the licensee and owner thereof) of, all Intellectual Property Rights (other than as set forth in Schedules 4.19(a) and 4.19(b)) that are material to the conduct of the Business and, whether material or not, all registrations and applications for registration of any Intellectual Property Rights owned by Seller or its Affiliates.
 
 
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(c)         All registrations for trademarks, service marks, copyrights, issued patents and domain names included in the Intellectual Property Rights and owned by Seller or its Affiliates are valid and subsisting and in full force and effect, unless otherwise noted on Schedule 4.20(b).
 
(d)         Schedule 4.20(d) sets forth a list of all licenses and other agreements in which Seller, FGWLA, CLAC or the Seller Subsidiaries has granted another Person (other than an Affiliate of Seller) the right to use any of the Intellectual Property Rights.
 
(e)         On the Closing Date, Purchaser or the Seller Subsidiaries will have (i) exclusive ownership of all rights whatsoever in the Intellectual Property Rights owned by Seller, FGWLA, CLAC or the Seller Subsidiaries, free and clear of any royalty or other payment obligations or Liens, (ii) pursuant to an assignment of all of Seller’s, FGWLA’s, CLAC’s or any Affiliate of Seller’s (other than the Seller Subsidiaries’) right to the Intellectual Property Rights owned by any third party, the right to use such intellectual property, in the same manner in connection with the Business as used by Seller, FGWLA, CLAC or the Seller Subsidiaries prior to the Closing Date, and (iii) pursuant to the Transition Services Agreement, the benefit of the use in the same manner in connection with the Business as used by Seller, FGWLA, CLAC or the Seller Subsidiaries prior to the Closing Date, all intellectual property owned by a third party and used or held for use in both the conduct of the Business and also in the conduct of any of the other business of Seller FGWLA, CLAC or any Affiliate of Seller and not used principally in the conduct of the Business.  For the avoidance of doubt, the parties hereto agree that all costs and expenses associated with the matters set forth in clauses (ii) and (iii) above shall be borne in accordance with Section 6.05(d).
 
(f)         To the Knowledge of Seller, FGWLA and CLAC, the conduct of the Business as currently conducted does not infringe or otherwise violate the intellectual property rights of any third party, except for infringements which would not, individually or in the aggregate, have a Sellers Material Adverse Effect.
 
Section 4.21      Tax Matters.   Except as disclosed in Schedule 4.21:
 
(a)         All material Tax Returns of or relating to the Seller Subsidiaries, the Business or the Transferred Assets required to be filed on or prior to the Closing Date have been timely filed (or will have been timely filed prior to the Closing Date).
 
(b)         All Tax Returns referred to in paragraph (a) above were true, correct and complete in all material respects when filed.
 
(c)         All material amounts of Taxes of or relating to the Seller Subsidiaries, the Business or the Transferred Assets required to be paid or withheld under applicable Law have (or by the Closing Date will have) been timely paid or remitted, as appropriate, to the proper Tax Authority except for Taxes  that are disclosed in Schedule 4.21 and are being contested in good faith through appropriate proceedings.
 
 
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(d)         There is (i) currently not in effect any written agreement that extends the period of assessment or collection of any Taxes of or relating to the Seller Subsidiaries, the Business or the Transferred Assets that has been executed or filed with any Tax Authority and (ii) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could affect any of the Seller Subsidiaries, the Business or the Transferred Assets after the Closing Date.
 
(e)         No federal, state, local or foreign audit, examination, refund litigation, adjustment, controversy or other administrative proceeding or court proceeding (each a “ Tax Contest ”) exists, is pending, is proposed, or has been initiated or threatened in writing with regard to any material amount of Taxes of or relating to the Seller Subsidiaries, the Business or the Transferred Assets.
 
(f)         Each of the Seller Subsidiaries is a member of the affiliated group (within the meaning of section 1504(a)(1) of the Code) for which Parent files a federal consolidated income tax return as the common parent (the “ Consolidated Group ”), and has not been includible in any other federal consolidated income tax return for any taxable period for which the statute of limitations has not expired.
 
(g)         None of the Seller Subsidiaries has any liability for a material amount of Taxes of any Person (other than any of the Seller Subsidiaries) under Treasury Regulations section 1.1502-6 (or similar provision of state, local, or foreign Law), as a transferee or successor, or (other than as specifically set forth in (A) this Agreement or (B) the Ancillary Agreements) by contract.
 
(h)         No election has been made by or with respect to any of the Seller Subsidiaries under section 846(e) of the Code.
 
(i)         Seller has delivered to Purchaser a true and complete copy of all Tax sharing agreements involving any of the Seller Subsidiaries.
 
(j)         The Seller Subsidiaries have established (and until the Closing Date will maintain) on their books and records reserves adequate to satisfy all liabilities for Taxes that are not yet due and payable and are required to be accrued in accordance with GAAP of each of the Seller Subsidiaries through the Closing Date.
 
(k)         There are no Tax liens on any of the assets of any of the Seller Subsidiaries or the Business or any of the Transferred Assets other than any Liens for Taxes by Governmental Entities that (i) are not yet due or delinquent, (ii) are disclosed in Schedule 4.21 and are being contested in good faith by appropriate proceedings or (iii) have been accrued or otherwise reflected on the applicable financial statements (in accordance with Applicable SAP or GAAP, as applicable).
 
(l)          Seller has delivered to Purchaser correct and complete copies of all (i) income and  franchise Tax Returns filed by or with respect to the Seller Subsidiaries for the 2004, 2005 and 2006 tax years; and (ii) premium Tax Returns for the 2004, 2005 and 2006 tax years, in each case to the extent that such Tax Returns are in its
 
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 possession.  With respect to Tax Returns described in the previous sentence that are not currently in the possession of Seller, Seller shall cooperate with Purchaser in order to deliver such Tax Returns to Purchaser prior to the Closing Date.
 
                                               (m)           None of the Seller Subsidiaries has any material amount of income reportable for a period ending after the Closing Date but attributable to a transaction not in the ordinary course of business (e.g., resulting from an installment sale) occurring in, or a change in accounting method made for, a period ending on or prior to the Closing Date which resulted in a deferred reporting of a material amount of income from such transaction or from such change in accounting method.
 
(n)         None of the Seller Subsidiaries has constituted a “distributing corporation” or a “controlled corporation” (within the meaning of section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under section 355 of the Code in the two years prior to the date of this Agreement.
 
(o)         None of the Seller Subsidiaries has a “policyholders surplus account” within the meaning of section 815 of the Code.
 
(p)         None of the Seller Subsidiaries maintains a “special loss discount account” or makes “special estimated tax payments” within the meaning of section 847 of the Code.
 
(q)         As required by applicable Tax law, (A) Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) and (B) the Seller Subsidiaries have reported to the Internal Revenue Service all “reportable transactions” (as such term is defined in Treasury Regulations section 1.6011-4).  Seller has delivered to Purchaser correct and complete copies of all disclosures described in the preceding sentence.
 
(r)         Since December 31, 2006, none of (i) Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) or (ii) the Seller Subsidiaries, has participated in any “listed transactions” (as such term is defined in Treasury Regulations section 1.6011-4).
 
(s)         No Seller Subsidiary Plan provides for the payment of any amount which would not be deductible by reason of section 280G of the Code (or any corresponding provision of state, local or foreign Law).
 
(t)         Written notice has not been received by (A) Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) or (B) any Seller Subsidiary from any Tax Authority in a jurisdiction where it does not file a Tax Return asserting that it is subject to Tax by or required to file a Tax Return in that jurisdiction.
 
(u)         Other than Alta Health & Life Insurance Company, none of the Seller Subsidiaries is a “life insurance company” as defined in section 816 of the Code.
 
 
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This Section 4.21 and Section 4.08(l) contain the sole and exclusive representations and warranties provided by Seller, FGWLA and CLAC to Purchaser and its Affiliates with respect to all matters relating to Taxes of Seller, FGWLA, CLAC, the Seller Subsidiaries, the Business and the Transferred Assets.
 
Section 4.22      Security Deposits Schedule 4.22 sets forth a true and correct list of all securities deposited by each of the Seller Subsidiaries with Governmental Entities.
 
Section 4.23      Bank Accounts Schedule 4.23 sets forth a true and correct list of bank accounts and investment accounts of the Seller Subsidiaries, including the name of each bank or other institution, account numbers, a list of the signatories to such accounts and the names of all persons holding a power of attorney with respect to such accounts.
 
Section 4.24      Sufficiency of Assets.   Except as set forth in Schedule 4.24(a), after giving effect to the transactions provided for under this Agreement, including the rights granted to Purchaser under the Ancillary Agreements, Purchaser will, as respects the Acquired Operations, own, possess, license, lease or, through an enforceable written obligation, have access to, or the benefit of, all assets and contractual rights necessary for the conduct of the Business and the affairs of the Seller Subsidiaries immediately following the Closing in all material respects as conducted on the date of this Agreement.  Schedule 4.24(b) lists all Contracts, Intellectual Property Rights and other assets of Seller, FGWLA and CLAC which are used in the Business as presently conducted, are material to the conduct of the Business and not included in the Transferred Assets, the Assigned and Assumed Contracts, the Insurance Contracts, the Assumed Reinsurance Agreements or the Administered Contracts, other than the Excluded Assets, the Owned Generally Used Software, the Licensed Generally Used Software and the Producer Contracts.
 
Section 4.25      Actuarial Reports.   Schedule 4.25 lists all of the actuarial reports which were prepared internally or externally in connection with Seller’s, FGWLA’s, CLAC’s and the Insurance Company Subsidiaries’ statutory annual filings since January 1, 2006, and prior to the date of this Agreement, and all attachments, addenda, supplements thereto and Seller, FGWLA and CLAC have delivered or made available to Purchaser complete and accurate copies of all such actuarial reports; provided , however , that with respect to any such actuarial reports with respect to Seller, FGWLA and CLAC, only the portions thereof with respect to the Business of such company have been delivered or made available to Purchaser.
 
Section 4.26      Disclosure Each of Seller, FGWLA , CLAC and the Seller Subsidiaries have made all disclosures to Contractholders with respect to compensation paid to Producers to the extent that such disclosures are required to be made by applicable Law, and all such disclosures complied in all material respects with applicable Law when made.
 
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Section 4.27      Producer Appointments and Contracts.   Schedule 4.27 lists each contract that Seller, FGWLA, CLAC (in each case, to the extent relating to the Business) or any Seller Subsidiary has with a Producer in effect as of the date hereof which resulted, in calendar year 2006, in more than $20,000,000 in direct written premium and premium equivalents (each a “ Material Producer Contract ”).  None of Seller, FGWLA, CLAC or the Seller Subsidiary that is a party to a Material Producer Contract or, to the Knowledge of Seller, FGWLA and CLAC, any other party to such Material Producer Contract is in breach thereof in any material respect.
 
Section 4.28      Certain Insurance Contracts  Schedule 4.28 lists all Insurance Contracts and Subsidiary Insurance Contracts in force as of the date hereof that (a) are Guaranteed Renewal Contracts, (b) provide for the payment of policy dividends or (c) provide for experience rating.
 
Section 4.29      Books and Records  The Books and Records are complete and accurate in all material respects.
 
Section 4.30      Officer and Director Claims As of the date of this Agreement, except as set forth in Schedule 4.30, no Person is pursuing or, to the Knowledge of Seller, FGWLA and CLAC, is threatening in writing to pursue any Action against any current or former officer or director of the Seller Subsidiaries in his or her capacity as an officer or director of the Seller Subsidiaries, and none of Seller, FGWLA nor CLAC is pursuing or threatening to pursue any Action against any current or former officer or director of the Seller Subsidiaries in his or her capacity as an officer or director of the Seller Subsidiaries.
 
Section 4.31      Noncompetition Agreements  Except as set forth in Schedule 4.31, none of Seller or any of its Affiliates, including the Seller Subsidiaries, is a party to any Contract, including any Assigned and Assumed Contract, which, by its terms, will restrict Purchaser’s or any Seller Subsidiary’s rights to compete with other entities, engage in any line of business, or solicit, employ or contract with employees, customers or Providers.
 
Section 4.32      Insurance Coverage Schedule 4.32 sets forth a true and complete list of the insurance policies covering the Seller Subsidiaries as of the date of this Agreement.  As of the date of this Agreement, none of the Seller Subsidiaries has any claims under review, in dispute or unpaid by any Person providing such insurance coverage to or on behalf of the Seller Subsidiaries, other than workers compensation claims in the ordinary course of business.
 
Section 4.33      Stop Loss Insurance Contrac ts Seller has implemented in all material respects the business plans set forth in the Management Presentation as regards (i) the renewal of Stop Loss Insurance Agreements and (ii) the increase of manual rates applicable to the issuance of new Stop Loss Insurance Agreements.
 
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ARTICLE V
 
REPRESENTATIONS AND WARRANTIES OF PURCHASER
 
Purchaser hereby represents and warrants to Seller, FGWLA and CLAC as follows.
 
Section 5.01      Organization, Standing and Authority  Purchaser is duly organized, validly existing and in good standing under the Law of Connecticut and has the requisite power and authority to carry on the operations of its businesses as they are now being conducted by Purchaser.
 
Section 5.02      Authorization Purchaser has the requisite power and authority to execute, deliver and perform its obligations under this Agreement, each of the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements.  The execution and delivery by Purchaser of this Agreement, the Ancillary Agreements to be executed by it and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements, and the performance by Purchaser of its obligations hereunder and thereunder, have been duly authorized by all necessary corporate action on the part of Purchaser.  This Agreement has been duly executed and delivered by Purchaser and, subject to the due execution and delivery hereof by Seller, FGWLA and CLAC, this Agreement is a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).  Each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered in connection with this Agreement or the Ancillary Agreements, when executed and delivered by Purchaser will be duly executed and delivered by Purchaser and, subject to the due execution and delivery of such agreements, documents and instruments by the other parties thereto, each Ancillary Agreement and each other agreement, document and instrument to be delivered in connection with this Agreement or the Ancillary Agreements executed by Purchaser will be a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).
 
Section 5.03      Non-Contravention.    Except as disclosed on Schedule 5.03, the execution and delivery by Purchaser of this Agreement and the Ancillary Agreements to which it is a party do not, and the consummation by Purchaser of the transactions contemplated by this Agreement and by such Ancillary Agreements and compliance with the provisions hereof and thereof will not, (i) conflict with any of the provisions of the Organizational Documents of Purchaser, (ii) conflict with, result in a breach of or default
 
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(with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of any obligation or loss of a benefit under, or result in the creation of any Lien (other than Permitted Liens) on any property or asset of Purchaser under, any indenture or other agreement, permit, franchise, license or other instrument or undertaking to which Purchaser is a party or by which Purchaser or any of its properties or assets is bound or affected, or (iii) contravene any statute, law, ordinance, rule, regulation, order, judgment, injunction, decree, determination or award applicable to Purchaser or any of its subsidiaries or any of its properties or assets, except, with respect to (ii), as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.
 
Section 5.04      Compliance with Law
 
.                                                (a)         Except as disclosed in Schedule 5.04(a), since January 1, 2005 Purchaser has been in compliance with all Law, except where the failure to be in compliance would not, individually or in the aggregate, have a Purchaser Material Adverse Effect.
 
(b)         Except as disclosed in Schedule 5.04(b) or as would not have a Purchaser Material Adverse Effect, since January 1, 2005, Purchaser has not received, nor otherwise has any Knowledge of, any written notice from any Governmental Entity that (i) alleges any material noncompliance (or that Purchaser is under investigation or the subject of an inquiry by any such Governmental Entity for such alleged material noncompliance) with any applicable Law, or (ii) asserts any risk-based capital deficiency.
 
Section 5.05      Consents and Approvals .
 
(a)         There is no requirement applicable to Purchaser or any of its Affiliates to make any filing with, or to obtain any Permit, authorization, consent or approval from, any Governmental Entity that is either a health or insurance regulatory authority in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the filings, permits, authorizations, consents or approvals set forth in Schedule 5.05(a).
 
(b)         There is no requirement applicable to Purchaser to make any filing with, or to obtain any Permit, authorization, consent or approval from, any Governmental Entity that is neither a health nor insurance regulatory authority in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except for the filings, permits, authorizations, consents or approvals as set forth in Schedule 5.05(b).
 
(c)         There is no requirement applicable to Purchaser to obtain any consent or approval from any third party (excluding any Governmental Entity) in connection with the execution or consummation of the transactions contemplated by this Agreement, except for the consents, approvals or notices set forth in Schedule 5.05(c) and such other consents, approvals, authorizations, declarations, filings or notices the failure
 
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 to obtain or make which, in the aggregate, would not have a Purchaser Material Adverse Effect.
 
Section 5.06      Brokers No broker , investment banker, financial advisor or other Person, other than Banc of America Securities LLC, the fees and expenses of which will be paid by Purchaser, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates.
 
Section 5.07      Ratings  Purchaser has an A.M. Best claims paying rating of at least A- and a Standard & Poor’s Corporation rating of at least BBB+, and Purchaser has received no notification that its A.M. Best claims paying rating will be downgraded below A- or that its Standard & Poor’s Corporation rating will be downgraded below BBB+ as  a result of the consummation of the transaction contemplated hereby.
 
Section 5.08      Licenses and Franchises   Except as listed on Schedule 5.08 and for policy form, rate and similar approvals and small group market approvals, after acquiring the Seller Subsidiaries, Purchaser will have all Permits necessary to (a) conduct the Business in the manner and in the jurisdictions in which the Business is presently being conducted; and (b) perform its obligations under this Agreement and each Ancillary Agreement.  All such Permits are valid and in full force and effect, and Purchaser is not operating under any formal or informal agreement or understanding with any Governmental Entity which restricts its authority in a manner that would materially limit its ability to so conduct the Business or to perform its obligations under this Agreement or any Ancillary Agreement.  Except as listed on Schedule 5.08, no material violations exist in respect of any such license or authorization and no investigation or proceeding is pending or, to the Knowledge of Purchaser, threatened, that would be reasonably likely to result in the suspension, revocation or material limitation or restriction of any such license or authorization and, to the Knowledge of Purchaser, there is no reasonable basis for the assertion of any such violation or the institution of any such proceeding or investigation.
 
Section 5.09      Purchaser Financial Statements.   Purchaser has previously delivered to Seller, FGWLA and CLAC true, complete and correct copies of the statutory financial statements of Purchaser as filed with the Insurance Department of the State of Connecticut, for the years ended December 31, 2006 and 2005 and for the calendar quarter ended March 31, 2007, together with all exhibits and schedules thereto (the “ Purchaser SAP Statements ”).  The Purchaser SAP Statements present fairly, in all material respects, the statutory financial condition of Purchaser at the respective dates thereof, and the statutory results of operations for the periods then ended in accordance with Applicable SAP applied on a consistent basis throughout the periods indicated and consistent with each other, except as otherwise specifically noted therein.
 
Section 5.10       Absence of Certain Changes Since December 31, 2006, there has not been any change, event, occurrence, circumstance, fact or other matter that
 
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 has had or would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.
 
Section 5.11      Sufficient Funds  Purchaser has or will have at Closing sufficient surplus and funds available (through existing credit arrangements or otherwise) to pay the amounts required by Article II, to assume the Assumed Liabilities and to pay all fees and expenses related to the transactions contemplated by this Agreement that are the obligation of Purchaser.
 
Section 5.12      Investment Intent The Shares will be acquired by Purchaser for its own account and not with a view to, or for sale in connection with, any distribution thereof.  Purchaser will refrain from transferring or otherwise disposing of any of the Shares, or any interest therein, in such manner as to violate any registration provision of any applicable federal or state securities law regulating the disposition thereof.
 
ARTICLE VI
 
COVENANTS
 
Section 6.01      Conduct of Business
 
                                                                       (a)         Except as set forth on Schedule 6.01(a) or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller, FGWLA and CLAC (1) shall carry on the Business only in the ordinary course of business consistent with past practice, (2) shall use their reasonable best efforts to preserve intact the present business organization and operations of the Business, to keep available the services of the Business Employees and to preserve their relationships with Governmental Entities, licensors, producers, Providers, customers and others having business relationships with the Business and (3) shall not without the prior consent of Purchaser:
 
(i)                 make any change in the Tax or statutory accounting methods, principles or practices used by Seller, FGWLA or CLAC in connection with the Business, including but not limited to any change with respect to establishment of reserves for losses and loss adjustment expenses, except insofar as may be required by a change in Applicable SAP or as may be required by Law or any Governmental Entity;
 
(ii)                 pay, discharge, compromise or satisfy any material claims, liabilities or obligations associated with the Business other than the payment, discharge, compromise or satisfaction of claims, liabilities or obligations in the ordinary course of the business consistent with past practice;
 
(iii)                 make, with respect to the Business, any loans or advances to, or investments in any Person other than in the ordinary course of business consistent with past practice;
 
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(iv)                 amend in any material respect, assign or terminate any Ceded Reinsurance Agreement or enter into any new reinsurance or retrocession agreements with respect to the Business, except in the ordinary course of business consistent with past practice;
 
(v)                 amend in any material respect, assign or terminate any Assigned and Assumed Contract or Administered Contract, except in the ordinary course of business consistent with past practice;
 
(vi)                 sell, dispose of, transfer, guarantee, mortgage or encumber any asset that would otherwise be a Transferred Asset, except in the ordinary course of business consistent with past practice;
 
(vii)                 increase, other than in the ordinary course of business consistent with past practice or as permitted or required by an existing agreement or as required by applicable Law, the compensation of, or the value of any pension, retirement allowance, severance or other employee benefit plan, agreement or arrangement applicable to any Business Employee, or establish any new Employee Plan applicable to any Business Employee;
 
(viii)                 (A) make any change in underwriting standards, pricing bases, retention limits, administrative practices or claims practices and standards used in connection with the Business, other than in the ordinary course of business consistent with past practice, or (B) make any material change that would relax the standards in pricing and underwriting procedures for the issuance or renewal of Insurance Contracts and Reinsured Contracts or the standards by which Insurance Contracts or Reinsured Contracts are administered or monitored;
 
(ix)                 permit, allow, or suffer any assets which will be Transferred Assets upon consummation of the Closing to be subjected to any Lien other than Permitted Liens;
 
(x)                 incur any long-term indebtedness that would be required hereunder to be assumed by Purchaser;
 
(xi)                 enter into any collective bargaining agreement with respect to the Business or involving Business Employees or Corporate Employees except insofar as may be required by applicable law;
 
(xii)                 cancel any debts or waive any material claims or rights relating to any assets which will be Transferred Assets upon consummation of the Closing, other than in the ordinary course of business consistent with past practice;
 
(xiii)                 enter into any agreement containing any provision or covenant that would on or after the Closing directly limit Purchaser’s or its Affiliates’ ability to (i) sell any products or services of or to any other Person, (ii) engage in the Business or (iii) compete with or to obtain products or services from
 
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any Person or limiting the ability of any person to provide products or services relating to the Business;
 
(xiv)                 enter into any Contract not entered into the ordinary course of business consistent with past practice and which, if in effect on the date hereof, would constitute a Material Business Contract;
 
(xv)                 make any filings with any Governmental Entities in any state relating to the withdrawal from any lines, kinds or classes of insurance business included in the Insurance Contracts, except as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity;
 
(xvi)                 with respect to the Insurance Contracts and the Reinsured Contracts, reduce rates, fail to implement actuarially based rate increases, extend existing policy terms, accelerate renewals, or take any other actions similar to the foregoing, in each case other than in the ordinary course of business consistent with past practice;
 
(xvii)                 cease providing any services to the Business that are provided to the Business as of the date hereof;
 
(xviii)                 take any action which would be contrary to the representation set forth in Section 4.08(l) had such action occurred prior to the date hereof; or
 
(xix)                 commit or agree to take any of the foregoing actions.
 
(b)         Except as set forth on Schedule 6.01(b) or as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Seller shall cause the Seller Subsidiaries (i) to carry on their respective businesses only in the ordinary course of business consistent with past practice and (ii) use their reasonable best efforts to preserve intact their respective present business organizations and operations, to keep available the services of the Subsidiary Employees and to preserve their respective relationships with Governmental Entities, licensors, Providers, customers and others having business relationships with the Seller Subsidiaries, and Seller shall not permit any Seller Subsidiary to, without the prior consent of Purchaser:
 
(i)                 make any change in the Tax or accounting methods, principles or practices used by such Seller Subsidiary, including but not limited to any change with respect to establishment of reserves for losses and loss adjustment expenses maintained by the Insurance Company Subsidiaries, except insofar as may be required by a change in Applicable SAP or generally accepted accounting principles, or as may be required by Law or any Governmental Entity;
 
(ii)                 pay, discharge, compromise or satisfy any material claims, liabilities or obligations other than the payment, discharge, compromise or
 
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satisfaction of claims, liabilities or obligations in the ordinary course of the business consistent with past practice;
 
(iii)                 make any material capital expenditure, except (A) expenditures in the ordinary course of business consistent with past practice and (B) as would not reduce non-cash assets of the business of such Seller Subsidiary;
 
(iv)                 amend in any material respect, assign or terminate any reinsurance or retrocession agreement or enter into any new reinsurance or retrocession agreements, except in the ordinary course of business consistent with past practice;
 
(v)                 make any change in underwriting standards, pricing bases, retention limits, administrative practices or claims practices and standards other than in the ordinary course of business consistent with past practice;
 
(vi)                 (A) sell, dispose of, transfer, guarantee, mortgage or encumber any assets, other than in the ordinary course of business consistent with past practice or (B) terminate, modify or change in any material respect any material contract, other than in the ordinary course of business consistent with past practice;
 
(vii)                 (A) permit or allow any assets to become subject to any Liens except Permitted Liens or, (B) waive any material claims or rights relating to its business;
 
(viii)                 declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its outstanding capital stock;
 
(ix)                 issue, sell, grant, repurchase or redeem any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
 
(x)                 amend its organizational documents;
 
(xi)                 (A) incur any indebtedness for borrowed money or guarantee or otherwise become responsible for any such indebtedness of another person or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than purchases of investment assets in the ordinary course of business consistent with past practice;
 
(xii)                 enter into any collective bargaining agreement, except insofar as may be required by applicable Law;
 
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(xiii)                 cancel any debts or waive any material claims or rights relating to any assets of such Seller Subsidiary, other than in the ordinary course of business consistent with past practice;
 
(xiv)                 enter into any agreement containing any provision or covenant that would on or after the Closing directly limit Purchaser’s or its Affiliates’ ability to (A) sell any products or services of or to any other Person, (B) engage in the business of such Seller Subsidiary or (C) compete with or to obtain products or services from any Person or limiting the ability of any person to provide products or services relating to the business of such Seller Subsidiary;
 
(xv)                 enter into any Contract not entered into in the ordinary course of business consistent with past practices and which, if in effect on the date hereof, would constitute a Material Business Contract;
 
(xvi)                 make any filings with any Governmental Entities in any state relating to the withdrawal of any licenses held by such Seller Subsidiary, except as required by a change in applicable Law following the date hereof or as requested by a Governmental Entity;
 
(xvii)                 acquire (A) any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets that are material, individually or in the aggregate, to such Seller Subsidiary, other than purchases of investment assets in the ordinary course of business consistent with past practice;
 
(xviii)                 increase, other than in the ordinary course of business consistent with past practice or as permitted or required by an existing agreement or as required by applicable Law, the compensation of, or the value of any pension, retirement allowance, severance or other employee benefit plan, agreement or arrangement applicable to any Subsidiary Employee, or establish any new Employee Plan applicable to any Subsidiary Employee;
 
(xix)                 not take any action which would be contrary to the representation set forth in Section 4.08(l) had such action occurred prior to the date hereof; or
 
(xx)                 commit or agree to take any of the foregoing actions.
 
Section 6.02      Exclusivity From and after the date of this Agreement, Seller, FGWLA, CLAC and their Affiliate shall not, directly or indirectly, through any director, officer, employee, shareholder, financial advisor, representative or agent of such Person (i) solicit, initiate, aid or encourage (including by way of furnishing information or advice) or take any other action to facilitate any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, amalgamation, business combination, sale or transfer of assets or properties, sale of shares of capital stock (including by way of a tender or exchange offer), or similar
 
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t ransaction involving any part of the Acquired Operations (an “ Acquisition Proposal ”), (ii) engage in negotiations or discussions with any Person (or group of Persons) other than Purchaser or its advisors (an “ Alternate Bidder ”) concerning, or provide any nonpublic information or advice to any Person relating to, any Acquisition Proposal, (iii) continue any prior discussions or negotiations with any Alternate Bidder concerning any Acquisition Proposal or (iv) accept, or enter into any contract (whether or not contingent upon consummation of the transactions contemplated by this Agreement) concerning, any Acquisition Proposal with any Alternate Bidder or consummate any Acquisition Proposal other than as contemplated by this Agreement.  In the event that any of Seller, FGWLA, CLAC or their Affiliate receives an Acquisition Proposal, the Person receiving such Acquisition Proposal shall promptly notify Purchaser of such proposal and provide a copy thereof (if in written or electronic form) or, if in oral form, a written summary of the terms and conditions thereof, including the names of the interested parties.  Seller, FGWLA, CLAC and their Affiliate shall request that all Alternate Bidders who executed a confidentiality agreement in connection with the consideration of a possible Acquisition Proposal (each a “ Seller Confidentiality Agreement ”) return, or destroy, all confidential information heretofore furnished to such Alternate Bidder by or on behalf of Seller, FGWLA, CLAC, the Seller Subsidiaries or their Affiliates subject to the terms of such Seller Confidentiality Agreement.
 
Section 6.03      Access to Information; Confidentiality Seller , FGWLA and CLAC shall, upon reasonable notice, afford to Purchaser and to the officers, employees, counsel, financial advisors, accountants, actuaries and other representatives of Purchaser reasonable access during normal business hours during the period prior to the Closing Date to the Books and Records and the other Transferred Assets and, during such period, shall furnish as promptly as practicable to Purchaser such information concerning the Acquired Operations as Purchaser may from time to time reasonably request.  Purchaser agrees that they will hold, and will cause their Affiliates and each of their respective directors, officers, employees, partners, counsel, financial advisors, accountants, actuaries and other representatives and Affiliates to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, dated April 25, 2007 (the “ Confidentiality Agreement ”), between Seller and CIGNA Corporation.
 
Section 6.04      Reasonable Best Efforts Upon the terms and subject to the conditions and other agreements set forth in this Agreement, each of the parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable (subject to Section 6.05(e)), the transactions contemplated by this Agreement or any Ancillary Agreement.
 
Section 6.05      Consents, Approvals, Filings and Costs
 
                                               (a)         Seller, FGWLA, CLAC and Purchaser will make and cause their respective Affiliates to make all necessary filings as soon as practicable, including any filing required under state insurance Law, in order to facilitate prompt consummation
 
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of the transactions contemplated by this Agreement or any Ancillary Agreement.  In addition, Seller, FGWLA, CLAC and Purchaser will each use their reasonable best efforts, and will cooperate fully with each other to obtain as promptly as practicable all necessary consents, approvals, permits or authorizations of Governmental Entities and consents or waivers of all third parties necessary or advisable for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.  Each of Seller, FGWLA, CLAC and Purchaser shall use their reasonable best efforts to provide such information and communications to Governmental Entities as such Governmental Entities may reasonably request.
 
(b)         Seller and Purchaser will, as promptly as practicable, file, or cause to be filed, Notification and Report Forms under the HSR Act with the Federal Trade Commission (the “ FTC ”) and the Antitrust Division of the United States Department of Justice (the “ Antitrust Division ”) in connection with the transactions contemplated by this Agreement, and will use their respective reasonable best efforts to respond as promptly as practicable to all inquiries received from the FTC or the Antitrust Division for additional information or documentation and to cause the waiting periods under the HSR Act to terminate or expire at the earliest possible date.  Seller and Purchaser will each furnish to the other such necessary information and reasonable assistance as the other may request in connection with its preparation of necessary filings or submissions to any governmental or regulatory agency, including, without limitation, any filings necessary under the provisions of the HSR Act.
 
(c)         Each of the parties shall notify the other party and keep it advised as to the status of all applications to, communications with and proceedings before, Governmental Entities in connection with the transactions contemplated by this Agreement.
 
(d)         The parties agree that any costs and expenses payable to third parties (other than the respective agents, representatives, counsel, financial advisors, actuaries and accountants of the parties to this Agreement) in connection with the procurement of any consents or waivers of third parties (other than Governmental Entities) necessary or advisable for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement (whether such costs and expenses are incurred prior to the Closing or after the Closing pursuant to Section 2.07), including any consents or waivers for the assignment or transfer to Purchaser of any Transferred Asset, shall be borne one half by Seller and one half by Purchaser.  Without limiting the foregoing, the parties hereto agree that Seller and Purchaser shall bear equally (i) all costs and expenses payable to third parties (other than the respective agents, representatives, counsel, financial advisors, actuaries and accountants of the parties to this Agreement) in connection with the assignment of the Licensed Principally Used Software contemplated by clause (B) of Section 4.19(c), and (ii) all costs and expenses payable to third parties (other than the respective agents, representatives, counsel, financial advisors, actuaries and accountants of the parties to this Agreement) (a) in connection with the procurement of any consents or waivers of third parties necessary or advisable for Seller to provide to Purchaser or a Seller Subsidiary use of the Licensed Generally Used Software pursuant to the Transition Services Agreement, as contemplated by clause (C) of Section 4.19(c), or
 
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(b) in providing to Purchaser or a Seller Subsidiary such use of the Licensed Generally Used Software, including any increase in costs and expenses to Seller or Seller’s Affiliates as a result of providing such use of the Licensed Generally Used Software.  In lieu of procuring any consent or waiver described in this Section 6.05(d), until (but not after) the end of the Consent Period, Seller may, in cooperation with Purchaser, obtain for Purchaser or the applicable Seller Subsidiary a substantially equivalent replacement for the Transferred Asset, license, contract, lease or other right whose assignment requires such consent or waiver, and the cost of such replacement shall be borne one half by Seller and one half by Purchaser, but only if Seller has reasonably determined that the cost of such replacement is less than the cost of procuring such consent or waiver.  For the avoidance of doubt, any cost or expenses in connection with the procurement of any consents or waivers of third parties to be borne by any Seller Subsidiary on or following the Effective Date and not taken into account in the Final Net Worth Statement shall be treated as having been borne by Purchaser.
 
(e)         Notwithstanding anything herein to the contrary, no party shall be obligated to take or refrain from taking or to agree to it, its Affiliates or the Acquired Operations taking or refraining from any action or to suffer to exist any restriction or requirement which would, individually or together with all other such actions, restrictions or requirements, reasonably be expected to result in a material negative effect on the benefits, taken as a whole, which such party could otherwise reasonably expect to derive from the consummation of the transactions contemplated hereby had such party not been obligated to take or refrain from or to agree to the taking or refraining from such action or suffer to exist such restriction or requirement, excluding the effects of any such restriction or requirement that (i) is customary for the applicable Governmental Entity to impose in transactions of the type of transaction contemplated hereby, (ii) results from any business plans of Purchaser with respect to any of the Acquired Operations that materially change the existing business plan of such part of the Acquired Operations or (iii) results from any prior activities of Purchaser or any of its Affiliates unrelated to the transactions contemplated under this Agreement or the Business (“ Negative Condition ”).
 
(f)         Notwithstanding anything herein to the contrary, the cost and expenses in connection with the arrangements listed in Schedule 6.05(f) shall be allocated as described in such schedule.
 
Section 6.06      Representations and Warranties From the date hereof through the Closing Date (a) Seller, FGWLA, CLAC and their Affiliates shall use their reasonable best efforts to conduct their affairs in such a manner so that except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true, complete and correct on and as of the Closing Date as if made on and as of the Closing Date, except for
 
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representations and warranties that are expressly stated to be made as of an earlier date; (b) Purchaser shall use its reasonable best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date, except for representations and warranties that are expressly stated to be made as of an earlier date; (c) Seller, FGWLA or CLAC shall notify Purchaser promptly of any event, condition or circumstance, to the respective Knowledges of Seller, FGWLA or CLAC, occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by Seller, FGWLA or CLAC; and (d) Purchaser shall notify Seller, FGWLA and CLAC promptly of any event, condition or circumstance, to the Knowledge of Purchaser, occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by Purchaser.
 
Section 6.07      Notification From the date hereof through the Closing Date, Seller, FGWLA, CLAC and Purchaser shall each promptly notify the others and keep them advised as to (i) any litigation or administrative proceeding pending and known to it or, to its Knowledge, threatened in writing which challenges or seeks to restrain or enjoin the consummation of any of the transactions contemplated hereby and (ii) the occurrence of any event that would, individually or in the aggregate, reasonably be expected to have a Sellers Material Adverse Effect or Purchaser Material Adverse Effect.
 
Section 6.08      Further Assurances On and after the Closing Date, each of Seller, FGWLA, CLAC and Purchaser shall take all reasonably appropriate action and execute any additional documents, instruments or conveyances of any kind which may be reasonably necessary to carry out any of the provisions of this Agreement or consummate any of the transactions contemplated by this Agreement.
 
Section 6.09      Expen ses Except as otherwise specifically provided in this Agreement, the parties to this Agreement shall bear their respective expenses incurred in connection with the preparation, execution and performance of this Agreement and consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel, financial advisors, actuaries and accountants.
 
Section 6.10      Resources Each party shall have and maintain, from the date hereof and during the terms of the Transition Services Agreement, the Indemnity Reinsurance Agreements and the Administrative Services Agreements, sufficient expertise, trained personnel, resources, systems, controls and procedures (financial, legal, accounting, administrative or otherwise) as may be necessary or appropriate to discharge its obligations after Closing under the terms of this Agreement, the Transition Services Agreement, the Indemnity Reinsurance Agreements, the Administrative Services Agreements or any other Ancillary Agreement.  Without limiting the foregoing, none of Seller, FGWLA, CLAC, Purchaser or any of their respective Affiliates shall  fail to maintain in full force and effect all Permits, including form and rate filings, necessary for the performance of its obligations under this Agreement or any Ancillary Agreement.
 
Section 6.11      Employees and Employee Benefits
 
.                                               (a)         For purposes of this Section 6.11, and except as otherwise agreed upon in writing by the parties or as reflected in the final list described in the last sentence of this Section 6.11(a), “ Business Employees ” shall mean the individuals listed
 
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 in Schedule 6.11(a)(1) and “ Corporate Employees ” shall mean the individuals described on Schedule 6.11(a)(2) and such other employees of the Seller’s corporate division that the parties hereto agree to in writing.  Such list on Schedule 6.11(a)(1) shall consist of all active employees in the Healthcare Division (including all employees on approved leaves of absence or on short-term disability but excluding those employees or former employees receiving long-term disability benefits).  Schedule 6.11(a)(1) shall be updated by Seller at least monthly between the date of this Agreement and the Closing Date, and no later than five days prior to the Closing Date, to add new hires whose employment is in the Healthcare Division and to remove individuals who have terminated employment or service (it being understood that an individual absent due to vacation, holiday or an approved leave of absence shall not be deemed to have terminated employment or service) or whose employment or service is no longer in the Healthcare Division.
 
(b)         As provided in Section 6.11(j), after the Employment Commencement Date, Seller shall not be responsible for wages, salaries and other benefits for Business Employees with respect to their services as employees of Purchaser for periods as of and after the Employment Commencement Date, it being understood that with respect to Business Employees whose Employment Commencement Date occurs after the Closing Date, such Business Employees shall remain employed by Seller or its Affiliates and shall be seconded to Purchaser on the terms and conditions set forth in the Employee Lease Agreement until the Employment Commencement Date for such Business Employees.  The Employment Commencement Date may be different dates for different Business Employees.
 
(c)         Prior to the earliest anticipated Closing Date, Purchaser shall deliver to each Business Employee (except for Business Employees who are offered Replacement Retention Agreements and fail to enter into such agreements) an offer of employment with Purchaser or one of its Affiliates to be effective upon the Employment Commencement Date on terms (except as provided in this Section 6.11) that include eligibility to participate in Purchaser benefit programs as of the Employment Commencement Date on the same basis as similarly-situated Purchaser employees, at least the same rate of base pay as such individual’s base pay rate in effect on the date of the Agreement, and employment, to the extent reasonably practicable, at a worksite that is geographically proximate to such employee’s primary work location in effect immediately prior to Closing.  Seller acknowledges and agrees that, except as otherwise provided in Section 6.11(m) and Section 6.11(n), an offer of employment made consistent with this Section 6.11(c) will not give rise to an obligation to provide severance benefits to any such Business Employee regardless of whether such Business Employee accepts such offer of employment.
 
(d)         From and after the Closing Date, and continuing to the date that is 4 months following the Closing Date or such later date as mutually agreed to by the parties hereto, Purchaser may elect to deliver to any Corporate Employee an offer of employment with Purchaser or one of its Affiliates to be effective on the date that is 4 months following the Closing Date or such later date as mutually agreed to by the parties hereto, on terms (except as provided in this Section 6.11) that include eligibility to participate in Purchaser benefit programs as of the Employment Commencement Date on
 
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the same basis as similarly-situated Purchaser employees, at least the same rate of base pay as such individual’s base pay rate in effect on the date of the Agreement, and employment, to the extent reasonably practicable, at a worksite that is geographically proximate to such employee’s primary work location in effect immediately prior to Closing.  Seller acknowledges and agrees that an offer of employment made consistent with this Section 6.11(d) will not give rise to an obligation to provide severance benefits to any such Corporate Employee regardless of whether such Corporate Employee accepts such offer of employment.
 
(e)         A Business Employee or Corporate Employee who chooses to accept the offer described in Section 6.11(c) or (d) must respond in writing to Purchaser’s offer within 14 Business Days after receipt of the offer.  For purposes of this Agreement, “ Transferred Employee ” shall mean a Business Employee or Corporate Employee who (1) accepts the employment offer in a timely fashion and (2) meets Purchaser’s reasonable employment requirements with respect to satisfactory results of background checks, drug tests, immigration verification and similar requirements (the “ Purchaser Requirements ”).  Any Business Employee or Corporate Employee who fails to accept the offer in a timely fashion, or who fails to meet the Purchaser Requirements, shall be a “ Non-Acceptance Offer Employee .”  Transferred Employees shall become employees of Purchaser or one of its Affiliates upon the applicable Employment Commencement Date.  A Business Employee or Corporate Employee who meets conditions (1) and (2) above but is on an approved leave of absence for any reason or on short-term disability on the Employment Commencement Date shall become an employee of Purchaser or one of its Affiliates upon his or her return from leave of absence or upon presenting as able to return to work following such short-term disability, but only if such return is within 90 days after the Employment Commencement Date.
 
(f)         Subsidiary Employees who remain employed by a Seller Subsidiary until immediately before the Closing shall remain Subsidiary Employees upon the Closing.  As to any such Subsidiary Employee, the Employment Commencement Date as used in this Section 6.11 shall be the Closing Date applicable to that Subsidiary.
 
(g)         Except as otherwise provided in this Section 6.11, as of the Employment Commencement Date, Seller and its Affiliates shall cause each Transferred Employee to become fully vested under all Employee Plans that are tax-qualified pension or retirement plans and in which such Transferred Employee is participating as of immediately prior to such Transferred Employee’s Employment Commencement Date.  Prior to and effective as of the applicable Employment Commencement Date, with respect to each Transferred Employee, Seller and its Affiliates shall cause to be contributed to Seller’s Staff and Agents Savings Plan all contributions (including matching and catch-up contributions, if applicable) with respect to all periods prior to the Employment Commencement Date.  Except as otherwise provided in Section 6.11(m) and excepting accrued incentive cash compensation, as of the Employment Commencement Date under Seller’s annual bonus program (“ Incentive Cash Compensation ”), Seller and its Affiliates shall cause all accrued benefits to be distributed to each Transferred Employee within 30 days after the applicable Employment Commencement Date or otherwise in accordance with the terms of the applicable plan.  
 
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Seller and Affiliates shall transfer the aggregate accrued Incentive Cash Compensation in respect of the Transferred Employees to Purchaser with sufficient documentation to permit Purchaser to identify such Incentive Cash Compensation accrued with respect to each Transferred Employee.  Where active participation in an Employee Plan does not cease by operation of Law, Seller shall (except to the extent otherwise specifically provided herein) terminate the participation of each Transferred Employee in each Employee Plan as of the applicable Employment Commencement Date.
 
(h)         As of the Employment Commencement Date, except as specifically provided herein, Purchaser or one of its Subsidiaries shall (A) become solely responsible for all severance, termination and other liabilities related to the termination of employment of each Transferred Employee whose employment is terminated by Purchaser on or subsequent to the Employment Commencement Date; and (B) be responsible for all other liabilities relating to the Transferred Employees, including workers compensation liabilities, that arise on or after the Employment Commencement Date on account of occurrences or conditions that commence after the Employment Commencement Date.  Purchaser shall not be responsible for any severance, termination, workers compensation or other or liabilities related to any Non-Acceptance Offer Employee.
 
(i)         Except as otherwise provided in this Section 6.11, all employee-related liabilities, including any workers compensation liabilities, of Seller and their respective Affiliates with respect to all Transferred Employees, Subsidiary Employees or any other present or former employee of Seller relating to events or circumstances existing or occurring prior to the Employment Commencement Date under an Employee Plan (including all liabilities with respect to Business Employees under Employee Plans that are long-term incentive compensation, deferred compensation, retention, retirement, savings or pension plans, but excluding any Incentive Cash Compensation transferred to Purchaser under Section 6.11(g)) or under any workers compensation program, shall be retained by Seller and their respective Affiliates and shall be Excluded Liabilities.
 
(j)         Except as otherwise provided in this Agreement to the contrary:
 
(i)                 Seller and its Affiliates shall be solely responsible for (1) claims for the type of benefits described in Section 3(1) of ERISA whether or not covered by ERISA (other than any claims for severance benefits, which shall be governed under other provisions of this Section 6.11) (“ We lfare Benefits ”) that are incurred under any Employee Plans by or with respect to (A) any Business Employee and his or her beneficiaries or dependents before the Employment Commencement Date and (B) any Non-Acceptance Offer Employee whether before or after the Closing Date and (2) claims relating to continuation coverage under Section 4980B of the Internal Revenue Code (“ COBRA Coverage ”) attributable to “qualifying events” with respect to any Business Employee and his or her beneficiaries and dependents that occur before the Employment Commencement Date.
 
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(ii)                 Purchaser and its Affiliates shall be solely responsible for (1) claims for Welfare Benefits that are incurred by or with respect to any Transferred Employee and his or her beneficiaries or dependents on or after the Employment Commencement Date and (2) claims relating to COBRA Coverage attributable to “qualifying events” with respect to any Transferred Employee and his or her beneficiaries and dependents that occur on or following the Employment Commencement Date.  Purchaser shall waive any pre-existing condition exclusions otherwise applicable to the Transferred Employees under any benefit plan of Purchaser providing medical, dental, disability, and vision benefits in which such Transferred Employees become eligible to participate, except to the extent such pre-existing condition excluded participation in Seller’s plan.
 
(iii)                 Welfare Benefits liabilities under Seller Subsidiary Plans shall remain with such plans upon Closing when sponsorship of such plans is transferred to Purchaser or its Affiliates.  Seller or its Affiliates shall cause the applicable Seller Subsidiaries to meet all contribution and other funding obligations with respect to Seller Subsidiary Plans up to the Closing Date.
 
(iv)                 For purposes of this Section 6.11(j), a medical/dental claim shall be considered incurred when the services are rendered, the supplies are provided or medications are prescribed, and not when the condition arose.  A disability claim shall be considered incurred when the injury or illness resulting in such claim occurs.
 
(k)         Purchaser shall provide each Transferred Employee credit for such employee’s service with Seller and its Affiliates and any of their respective predecessors prior to the Employment Commencement Date for purposes of participation, vesting and benefit accrual (except for purposes of benefit accrual under any defined benefit pension plan sponsored by Purchaser or any of its Affiliates), under any benefit plan or program of Purchaser and its Affiliates, except to the extent that such credited service would result in a duplication of benefits.  Within 30 days after the Employment Commencement Date, Seller shall provide Purchaser with accurate information about each Transferred Employee’s service with Seller and its Affiliates and any of their respective predecessors.
 
(l)         With respect to Transferred Employees, except as specifically provided in this Section 6.11, Purchaser shall not assume, accept assignment of or otherwise be responsible in any manner for any employment contracts, agreements or arrangements such employee may have with Seller or any of its Affiliates and shall not have any liabilities or obligations under any such contracts, agreements or arrangements.
 
(m)            Replacement Retention Agreements .
 
(i)                 Prior to the Closing, Purchaser shall offer to each individual listed in Schedule 1.01(v) an agreement intended to be in lieu of the provisions for transition bonus and severance benefits of the Special Incentive and
 
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Severance Agreement with such individual and with the intention that such new agreement shall be entered into prior to Closing and effective as of and subject to the Closing (each such new agreement, a “ Replacement Retention Agreement ”).  Each Replacement Retention Agreement shall provide for transition bonus and severance benefits that are similar in all material respects to those provided under the Special Incentive and Severance Agreements and a release in favor of Seller with respect to the rights in respect of transition bonus and severance benefits under the Special Incentive and Severance Agreements, along with other terms to be agreed by Purchaser and Seller.  Seller acknowledges and agrees that under no circumstances whatever shall Purchaser assume any of Seller’s obligations under the Special Incentive and Severance Agreements.
 
(ii)                 Seller shall promptly reimburse Purchaser for transition bonus amounts actually paid to Transferred Employees pursuant to the terms of the Replacement Retention Agreements (without giving effect to any post-Closing amendments thereto).  Seller shall also promptly reimburse Purchaser for severance amounts actually paid to Transferred Employees pursuant to the terms of the Replacement Retention Agreements (without giving effect to any post-Closing amendments thereto) to the extent that such severance amounts exceed the severance benefits available under the severance pay plans of Purchaser and its Affiliates currently in effect with respect to employees of Purchaser or its Affiliates of comparable levels.  The additional benefits available over those under such plans of Purchaser and its Affiliates are set forth on Schedule 6.11(m).
 
(iii)                 In addition to the reimbursement of transition bonus amounts paid under the Replacement Retention Agreements as provided in Section 6.11(m)(ii), Seller shall promptly reimburse Purchaser for any transition bonus amounts actually paid to any of the Transferred Employees (other than those Transferred Employees who are party to a Special Incentive and Severance Agreement) during the 14 month period commencing on the Closing Date pursuant to any transition-bonus plans adopted by Purchaser.
 
(iv)                 In no event shall Seller’s obligation to reimburse Purchaser for severance pursuant to Section 6.11(m)(ii) exceed an aggregate of $10 million.  In no event shall Seller’s obligation to reimburse Purchaser for transition bonuses pursuant to Section 6.11(m)(ii) and Section 6.11(m)(iii) exceed an aggregate of $10 million.
 
(n)         Prior to the Closing, Seller shall offer to a set of individuals to be agreed by Seller and Purchaser agreements which shall be effective as of and subject to the Closing (the “ New Retention and Severance Agreements ”).  The New Retention and Severance Agreements shall provide for retention and severance benefits, the amount, timing and form of which shall be mutually agreed between Purchaser and Seller and such other terms and conditions as Purchaser shall determine, and shall provide that, upon the Closing, Seller’s obligations may be assumed by Purchaser, with Seller released therefrom, without the consent of the individual party thereto.  Seller shall
 
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use its reasonable best efforts to enter into the New Retention and Severance Agreements no later than 10 business days prior to the Closing.  Upon the Closing, Seller shall assign to Purchaser, and Purchaser shall assume from Seller, Seller’s obligations under the New Retention and Severance Agreements so as to cause the release of Seller under the New Retention and Severance Agreements.
 
(o)         With respect to Transferred Employees, Purchaser shall assume all liabilities and obligations for all unused vacation and other time-off earned or accrued by such Transferred Employee through the Employment Commencement Date in accordance with the policies of Seller and its Affiliates to the extent such accrued time-off is reflected in the Final Statement of Assets and Liabilities.
 
(p)         Seller shall cause any Seller Subsidiary Plan that is a “non-qualified deferred compensation plan” within the meaning of section 409A(d)(1) of the Code to be amended to the extent necessary to bring any provisions of such plans relating to time and form of payment into documentary compliance with such Code section and all guidance issued thereunder prior to the Closing Date to the extent that such guidance is to be effective as of or prior to the Closing Date or, if earlier, December 31, 2008.  Any such amendments shall be in a form reasonably acceptable to Purchaser.
 
(q)         Purchaser and Seller shall, subject to applicable Law, each make its appropriate employees and data regarding employee benefit coverage available to the other at such reasonable times as may be reasonably necessary for the proper administration by the other of any and all matters relating to employee benefits and worker’s compensation claims affecting its employees.  Subject to applicable Law, Seller shall provide Purchaser with copies of the personnel files for each Transferred Employee no later than the applicable Employment Commencement Date.
 
Section 6.12      Form and Rate Filing
 
.  Purchaser, with Seller’s, FGWLA’s and CLAC’s reasonable cooperation, shall, as soon as reasonably practicable after the execution of this Agreement, diligently proceed with the necessary regulatory filings and applications so that Purchaser may begin conducting the Business directly as soon as reasonably practicable following the Closing Date.  Such filings and applications shall include, but are not limited to, making form and rate filings in all jurisdictions where such filings are required for the conduct of the Business.  Purchaser shall use reasonable best efforts to obtain approval of such forms and rates as promptly as reasonably practicable.
 
Section 6.13      Intercompany Relationships Except as set forth on Schedule 6.13 or as otherwise contemplated by this Agreement, Seller, FGWLA and CLAC shall cause all intercompany accounts, loans, advances, payables and receivables between the Seller Subsidiaries, on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Seller Subsidiaries (other than another Seller Subsidiary), on the other hand (collectively, the “ Intercompany Obligations ”), to be settled prior to the Closing Date to the extent that amounts are due thereunder in the ordinary course.  Except as set forth on Schedule 6.13 or as otherwise contemplated by this Agreement, all future commitments, if any, with respect to any Intercompany Obligations shall be
 
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terminated prior to the Closing Date and, in each case, the Seller Subsidiaries shall be fully released from all liability with respect thereto.  Seller, FGWLA and CLAC shall cause the participation of the Seller Subsidiaries in all agreements, arrangements and understandings, whether written or oral, between any of the Seller Subsidiaries, on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Seller Subsidiaries (other than another Seller Subsidiary), on the other hand (collectively, the “ Intercompany Agreements ”), to be terminated and cancelled on or prior to the Closing Date and the Seller Subsidiaries to be fully released from all liability with respect thereto, other than with respect to the settlement of amounts accrued but not then due thereunder through the Closing Date, which the parties agree to cause to be settled in accordance with past practices, but in any event prior to the delivery of the Proposed Statement of Assets and Liabilities and the Proposed Net Worth Statement by Seller to Purchaser.  Prior to the Closing Date, Seller and its Affiliates shall provide to Purchaser evidence reasonably satisfactory to Purchaser of the completion of the actions contemplated by this Section 6.13.  For the avoidance of doubt, (A) the Intercompany Agreements include (i) all reinsurance agreements between the Insurance Company Subsidiaries on the one hand, and Seller, FGWLA, CLAC or any other Affiliate of the Insurance Company Subsidiaries (other than another Seller Subsidiary), on the other hand, and (ii) the participation of the Seller Subsidiaries in any Tax sharing agreements, (B) the Intercompany Obligations include the statutory reserves ceded under such agreements and (C) all settlements of Intercompany Agreements on or after the Closing Date shall be taken into account in the Proposed Statement of Assets and Liabilities, the Proposed Net Worth Statement, the Final Statement of Assets and Liabilities and the Final Net Worth Statement.
 
Section 6.14      Non-Compete
 
.                                               (a)         From and after the Closing Date up to and including December 31, 2009, neither Seller, FGWLA nor any of their Affiliates shall market, underwrite or issue stop loss, group life, group disability, group medical, group dental, group vision, group prescription drug coverage or group accidental death and dismemberment insurance contracts anywhere in the United States other than ADA Contracts and corporate or bank owned life insurance products, which would be included in the Business.  Notwithstanding the foregoing, Seller, FGWLA, CLAC or any of their Affiliates shall be permitted to (i) acquire, by merger or otherwise, and operate the business, assets or stock of any other Persons or (ii) be acquired by any other Person, provided that, in the case of the preceding sub-clause (i), if the business so acquired derived more than 20% of its U.S. revenue or operating profits for either of the prior two calendar years from the issuance, marketing or underwriting of group medical, group dental, group vision, and group prescription drug coverages, Seller, FGWLA, CLAC or such Affiliate, as the case may be, shall after any such acquisition, use its commercially reasonable efforts to sell, spin off or otherwise divest itself of the division, unit or other portion of the acquired business or entity that engages in the issuance, marketing or underwriting of such coverages as soon as reasonably practical.
 
                                                (b)         Notwithstanding anything to the contrary set forth in this Section 6.14 (except as provided in Section 6.14(d)), for a period of 30 months after the Closing Date, neither Seller, FGWLA, CLAC nor any of their Affiliates shall directly or
 
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indirectly establish a marketing plan designed (i) to specifically target the Contractholders or (ii) to specifically target the Business.
 
(c)           Notwithstanding any other provision of this Section 6.14 to the contrary, in the event of an acquisition described in Section 6.14(a)(ii), or if any Person otherwise acquires control of Seller, FGWLA, CLAC or any of their respective Affiliates, the provisions of Section 6.14(a) and (b) shall not apply to such Person or any of its Affiliates (other than Seller, FGWLA, CLAC or any of the respective Affiliates of Seller, FGWLA or CLAC so acquired).
 
(d)         For a period of two years after the Closing Date, neither Seller, FGWLA, CLAC nor any of their Affiliates shall (i) without the prior written consent of Purchaser hire any of the Transferred Employees who are either (A) employees designated as exempt employees of Seller or (B) otherwise employed in the accounting, actuarial, sales, underwriting or information services departments of the Healthcare Division or (ii) in any manner, directly or indirectly, (A) solicit any Transferred Employee to terminate his or her employment with Purchaser or its Affiliates or (B) otherwise recruit or encourage any Transferred Employee to become an employee of, or a consultant to, Seller, FGWLA, CLAC or any of their Affiliates; provided , however , that the restrictions set forth above in this clause (ii) shall not prohibit Seller, FGWLA, CLAC or their Affiliates from offering employment to or employing any Transferred Employee (1) whose employment has been terminated by Purchaser or its Affiliates, (2) who responds to a general solicitation or advertisement that is not specifically directed to Transferred Employees (and nothing shall prohibit the making of such solicitation or advertisement) or (3) who is referred to Seller, FGWLA, CLAC or any of their Affiliates by search firms, employment agencies or other similar entities, provided that such entities have not been specifically instructed by any of them to solicit the Transferred Employees.
 
(e)         The parties to this Agreement acknowledge that the covenants set forth in this Section 6.14 are an essential element of this Agreement and that, but for these covenants, the parties would not have entered in to this Agreement.
 
(f)         The parties to this Agreement acknowledge that the type and periods of restriction imposed in the provisions of this Section 6.14 are fair and reasonable and are reasonably required for the protection of the parties.  If any of the restrictions or covenants in this Section 6.14 are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions.  If any of the restrictions or covenants contained in this Section 6.14, or any portion thereof, are deemed to be unenforceable because such covenant or restriction is held to cover a geographic area or to be of such duration as is not permitted under applicable Law, the parties agree that the court making such determination shall have the power to reduce the duration and/or areas of such provision and, in its reduced form, said provision shall then be enforceable.  The parties hereto intend to and hereby confer jurisdiction to enforce the covenants contained in this Section 6.14 upon the courts of any state or other jurisdiction within the geographical scope of such covenants.  In the event that the courts of any one
 
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or more of such jurisdictions shall hold such covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the parties’ rights to the relief provided above in the courts of any states or jurisdictions within the geographical scope of such covenants as to breaches of such covenants in such other respective states or jurisdictions, the above covenants as they relate to each such jurisdiction being, for this purpose, severable into diverse and independent covenants.
 
(g)         If any party hereto or its Affiliate commits a breach, or is about to commit a breach, of any of the provisions of this Section 6.14, the other parties hereto shall have the right to have the provisions of this Section 6.14 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to each of the non-breaching parties and that money damages may not provide an adequate remedy to such parties.  In addition, in connection with this Section 6.14, each of the parties hereto may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.
 
Section 6.15      Cooperation/Integration .
 
(a)         During the period from the date of this Agreement until the Closing Date, Seller shall, in accordance with mutually acceptable guidelines and procedures:  (i) designate certain Persons acceptable to Purchaser to serve as members of one or more transition teams with representatives of Purchaser and cause such Persons to devote reasonable time to transition matters, including but not limited to, periodic meetings to discuss planning and implementation of transition plans, and (ii) reasonably cooperate with Purchaser to assist in the implementation of comprehensive transition plans on or prior to the Closing Date, dealing with such matters as network systems integration, employee retention, financial reporting and regulatory compliance processes.
 
(b)         During the period from the date of this Agreement until the Closing Date, Purchaser shall, in accordance with mutually acceptable guidelines and procedures:  (i) designate certain Persons acceptable to Seller to serve as members of one or more transition teams with representatives of Seller and cause such Persons to devote reasonable time to transition matters, including but not limited to, periodic meetings to discuss planning and implementation of transition plans, and (ii) reasonably cooperate with Seller to assist in the implementation of comprehensive transition plans on or prior to the Closing Date, dealing with such matters as network systems integration, employee retention, financial reporting and regulatory compliance processes.
 
Section 6.16      Core Administration System From the date hereof through the Closing Date, Seller and its Affiliates shall use commercially reasonable efforts to cause the core administration system to be developed and implemented in accordance with the business plan attached hereto as Exhibit Q in all material respects.
 
Section 6.17      Seller Confidentiality Agreements Following the Closing, Seller and its Affiliates shall notify Purchaser in the event they become aware of a breach
 
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of the Seller Confidentiality Agreements, and, if so directed by Purchaser, shall enforce such rights for Purchaser’s benefit, to the extent it is reasonable to do so.  Purchaser shall promptly pay to Seller and its Affiliates all reasonable expenses of Seller and its Affiliates, including their direct costs for the time of their employees, as a result of such enforcement efforts.  Prior to the Closing, Seller shall deliver to the Seller Subsidiaries copies of all Seller Confidentiality Agreements.
 
Section 6.18      Books and Records From the date hereof through the Closing Date, subject to compliance with applicable Law and applicable contractual obligations, the parties shall work together in good faith and in a commercially reasonable manner to develop and implement a plan that will result in the delivery or transfer of the Books and Records (in the form as such Books and Records currently exist or acceptable to the parties) to Purchaser (or a Person designated by Purchaser) at the Closing in the manner (and in the case of physical Books and Records at the location(s)) reasonably requested by Purchaser.
 
Section 6.19      Confidentiality
 
                                               (a)         Each party acknowledges that the success of the transactions contemplated hereby and under the Ancillary Agreements and of the continuing business of each such party and its Affiliates from and after the Closing depends upon the continued preservation of the confidentiality of certain information possessed by the other parties and their respective Affiliates and that the preservation of the confidentiality of certain information by the other parties and their respective Affiliates is an essential premise of the bargain among the parties.  Each of the parties acknowledges that each of the other parties would be unwilling to enter into this Agreement or any of the Ancillary Agreements in the absence of this Section 6.19 and the protections established hereby.
 
(b)         Accordingly, Seller shall not, and Seller shall cause its Affiliates (including the Seller Subsidiaries until the consummation of the Closing) and their respective controlled agents (excluding the Producers) and representatives not to, at any time from and after the date of this Agreement, directly or indirectly, disclose or use any confidential or proprietary information involving or relating to the Business; provided , howe ver , that disclosure and use of any such information shall be permitted (i) with the prior written consent of Purchaser or any of its Affiliates, (ii) as, and to the extent, expressly permitted by this Agreement or any of the Ancillary Agreements, (iii) as, and solely to the extent, necessary or required for the performance by Seller, FGWLA or CLAC or any of their Affiliates of any of their respective obligations under this Agreement or any of the Ancillary Agreements, (iv) prior to the Closing, as, and to the extent, necessary or required in the operation of the Business in the ordinary course, (v) to the extent such information is generally available to, or known by, the public or otherwise has entered the public domain (other than as a result of disclosure in violation of this Section 6.19(b) by Seller, FGWLA, CLAC or any of their Affiliates), (vi) as, and to the extent, necessary or required by any Order, applicable Law or Governmental Entity, subject to Section 6.19(f), and (vii) as, and to the extent, necessary or required or reasonably appropriate in connection with the enforcement of any right or remedy relating to this Agreement or any of the Ancillary Agreements.
 
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(c)         Accordingly, Purchaser shall not, and Purchaser shall cause its Affiliates (including the Seller Subsidiaries following the Closing) and their respective controlled agents (excluding insurance producers) and representatives not to, at any time from and after the date of this Agreement, directly or indirectly, disclose or use any confidential or proprietary information involving or relating to Seller, FGWLA, CLAC or any of their Affiliates (excluding the Seller Subsidiaries obtained by Purchaser or any of its Affiliates in connection with the transactions contemplated under this Agreement); pro vided , however , that disclosure and use of any such information shall be permitted (i) with the prior written consent of Seller, FGWLA, CLAC or any of their Affiliates, as applicable, (ii) as, and to the extent, expressly permitted by this Agreement or any of the Ancillary Agreements, (iii) as, and solely to the extent, necessary or required for the performance by Purchaser or any of its Affiliates of any of their respective obligations under this Agreement or any of the Ancillary Agreements, (iv) to the extent such information is generally available to, or known by, the public or otherwise has entered the public domain (other than as a result of disclosure in violation of this Section 6.19(c) by Purchaser or its Affiliates), (v) as, and to the extent, necessary or required by any Order, applicable Law or Governmental Entity, subject to Section 6.19(f), and (vi) as, and to the extent, necessary or required or reasonably appropriate in connection with the enforcement of any right or remedy relating to this Agreement or any of the Ancillary Agreements.
 
(d)         Each party shall produce and implement policies and procedures that are reasonably designed to ensure compliance by each such party’s directors, officers, employees, agents and representatives with the requirements of this Section 6.19.
 
(e)         For the avoidance of doubt, confidential information includes business plans, financial information, operational information, strategic information, legal strategies or legal analysis, formulas, production processes, lists, names, research, marketing, sales information and any other information similar to any of the foregoing or serving a purpose similar to any of the foregoing.  However, the parties are not required to mark or otherwise designate information as “confidential or proprietary information,” “confidential” or “proprietary” in order to receive the benefits of this Section 6.19.
 
(f)         In the event that a party is required by Order, applicable Law or any Governmental Entity to disclose any confidential or proprietary information of another party hereto that is subject to the restrictions under this Section 6.19, such party shall (i) notify such other party in writing as soon as possible, unless it is otherwise affirmatively prohibited by such Order, applicable Law or such Governmental Entity from notifying such other party, (ii) cooperate with such other party to preserve the confidentiality of such confidential or proprietary information consistent with the requirements of such Order, applicable Law or such Governmental Entity and (iii) use its reasonable best efforts to limit any such disclosure to the minimum disclosure necessary or required to comply with such Order, applicable Law or such Governmental Entity, in each case, at the cost and expense of such other party.
 
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(g)         Nothing in this Section 6.19 shall prohibit a party from keeping or maintaining any copies of any records, documents or other information that may contain information that is otherwise subject to the requirements of this Section 6.19, subject to its compliance with this Section 6.19.
 
(h)         Prior to any disclosure or use by any party of any information that is subject to the requirements of Sections 6.19(b) or (c), such party shall use its reasonable best efforts to redact or otherwise conceal any information that is not otherwise disclosable or useable in accordance with the requirements of this Section 6.19.
 
(i)         Each party shall be responsible for any breach or violation of the requirements of this Section 6.19, as it applies to such party, by any of its controlled agents (to the extent specified herein) or representatives.
 
(j)         The parties agree that the Confidentiality Agreement shall survive the execution of this Agreement to the extent not inconsistent with this Agreement, and shall terminate upon the Closing Date.
 
Section 6.20      Insurance Cove rage
 
.                                              (a)         Until the Closing Date, Seller, FGWLA and CLAC shall cause each of the Seller Subsidiaries to continue to participate in an insurance program which is not less favorable to the Seller Subsidiaries, in the aggregate, than the insurance policies of the Seller Subsidiaries that are in effect on the date hereof, and (iii) will permit each of the Seller Subsidiaries to submit claims (on the same terms as the insurance policies of the Seller Subsidiaries that are in effect on the date hereof) arising from or relating to facts, circumstances, events or matters that occurred at or prior to the Closing (such policies, the “ Continued Policies ”).  Until the Closing Date, Seller, FGWLA and CLAC shall, and shall cause their Affiliates to, prevent any prejudice to the Seller Subsidiaries’ rights under the Continued Policies, including by causing the (A) Seller Subsidiaries to be charged premiums or cost allocations in a non-discriminatory manner, (B) Seller Subsidiaries to pay or otherwise satisfy any unpaid premiums when due with respect to any period or periods ending at or prior to the Closing, (C) Seller Subsidiaries to provide any required notices (including any renewal notices or if applicable, other documentation required to continue in full force and effect the Continued Policies) to the issuers of the Continued Policies, and (D) Seller Subsidiaries to submit and pursue claims on a timely basis under the Continued Policies.
 
(b)         From and after the Closing, Seller, FGWLA and CLAC shall, and shall cause their Affiliates to continue to pursue in the ordinary course any claims submitted at or prior to the Closing under the Continued Policies.
 
Section 6.21      Great-West Healthcare Holdings, Inc
 
  . Seller shall cause Great-West Healthcare Holdings, Inc. to own as of the Closing Date only those Subsidiaries set forth on Schedule 6.21.
 
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Section 6.22      Seller Subsidiaries Acquisition Agreements Following the Closing, if so directed by Purchaser, Seller and its Affiliates shall at Purchaser’s direction enforce for Purchaser’s benefit, the rights of Seller for indemnification for breaches of representations, warranties and covenants under the agreements relating to the acquisition of the Seller Subsidiaries to the extent it is reasonable to do so, provided that Purchaser shall promptly pay to Seller and its Affiliates all reasonable expenses of Seller and its Affiliates, including their direct costs for the time of their employees, as a result of such enforcement efforts.  For the avoidance of doubt, nothing contained herein shall limit Seller’s ability to pursue on its own behalf indemnification claims relating to Subsidiary Indemnified Liabilities.
 
Section 6.23      Supplements to Schedules  From time to time up to the Closing, Seller, FGWLA and CLAC shall promptly supplement or amend the Schedules that they have delivered with respect to any matter that (a) if existing or occurring at or prior to the date hereof, would have been required to be set forth or described in the Schedules, or (b) is necessary to correct any information in the Schedules that has been rendered inaccurate thereby.  No supplement or amendment to any Schedule shall have any effect for the purpose of determining satisfaction of the conditions set forth in Article VII or the obligations of Seller, FGWLA and CLAC under Section 11.01 or Section 12.01.
 
Section 6.24      Ele ctronic Delivery of Computer Software Seller , FGWLA, CLAC and any Seller Subsidiary shall cause any delivery of Owned Principally Used Software and any other software for which ownership or control is assigned in whole or substantial part to Purchaser under this Agreement to be made exclusively by electronic means to the extent practicable.
 
Section 6.25      Resolution of Certain Issues From the date hereof until the Closing Date, Seller, FGWLA and CLAC shall use their respective reasonable best efforts, and Seller shall cause the Seller Subsidiaries to use their respective reasonable best efforts, as applicable, to bring in to compliance with applicable Law each of the issues set forth on Schedule 6.25.  From and after the Closing Date, Seller and Purchaser shall cooperate and use their reasonable best efforts to bring into compliance with applicable Law and resolve any Actions or investigations with respect to each of the issues set forth on Schedule 6.25 that have not been brought in to compliance with applicable Law prior to the Closing Date.  Purchaser shall use its reasonable best efforts to bring into compliance with applicable Law each Continued Practice which it becomes aware is in violation of applicable Law.
 
Section 6.26      Termination of Certain Contracts
 
                                               (a)         No later than January 31, 2008, Seller shall deliver to Purchaser schedules of (i) all Assigned and Assumed Contracts as of the date thereof, (ii) all Subsidiary Contracts in effect as of the date thereof, and (iii) all consents or approvals required from any third party (excluding any Governmental Entity) in connection with the execution or consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, including under such Assigned and Assumed Contracts and
 
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Subsidiary Contracts, other than the consents and approvals listed in Schedule 4.05(c), Schedule 4.09, Schedule 4.19(a) and Schedule 4.19(b).  Seller shall, upon request of Purchaser, provide copies of any such Contracts to Purchaser.  Such copies shall be delivered, received and handled in accordance with applicable Law.  Seller shall update the schedules delivered pursuant to this Section 6.26(a) with reasonable frequency until the Closing Date.
 
(b)         Seller, FGWLA and CLAC shall, and Seller shall cause the Seller Subsidiaries to, use their reasonable best efforts to cause the termination of any Assigned and Assumed Contract or Subsidiary Contract requested by Purchaser in accordance with the terms of such Contract as of or prior to the Closing if such termination will not affect Seller and its Affiliates (excluding the Seller Subsidiaries) after the Closing and is without cost or liability to Seller and its Affiliates (including because Purchaser has agreed to reimburse Seller and its Affiliates for any cost).  Any such termination may be conditioned on the occurrence of the Closing.
 
Section 6.27      Preparation for Closing
 
.                                               (a)         Within 60 days after the date hereof, Purchaser and Seller shall negotiate in good faith the form of a sublease (each, a “ Sublease ”) with respect to the portion of the Leased Property utilized by the Business, as of the date hereof, under each Subleased Lease, as set forth in Schedule 4.18(a)(ii).  The Subleases shall provide for rent and other terms so that the economic terms of the Subleased Leases are shared in the same proportion as the Leased Property thereunder, and other customary terms.
 
(b)           Prior to the Closing Date, the parties hereto shall cooperate (i) to cause the transfer to Purchaser of the bank accounts listed in Schedule 1.01(y) at the Closing, and (ii) to determine and implement the appropriate method to cause the transfer of the accounts referred to in clause (x) of the definition of “Transferred Assets” in connection with the Closing.
 
(c)         As promptly as practicable following the date hereof, Purchaser and Seller shall agree upon the form of the Replacement Retention Agreements.
 
(d)         At or immediately following the Closing, Seller shall cause each individual employed by it to assign to a Person designated by Purchaser all stock of Allegiance Life & Health Insurance Company owned by such individual.
 
Section 6.28      Optional Business.   Following the date hereof, Seller shall continue to permit Purchaser to investigate any issues regarding the treatment for Tax purposes of the Optional Business (including the treatment for Tax purposes of the holders and beneficiaries of Insurance Contracts included therein).  Purchaser shall use its reasonable best efforts to complete this investigation within 90 days after the date hereof, it being understood that the amount of time necessary for this investigation may depend on matters discovered therein and other factors beyond Purchaser’s control.  Seller shall provide reasonable assistance to Purchaser in such investigation.  If, prior to the Closing, Purchaser determines that it is undesirable for Purchaser to own the Optional Business,
 
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then (a) the Optional Business and the Insurance Contracts included therein shall be excluded from the Business; (b) the forms of Ancillary Agreements to be executed at the Closing shall be modified to exclude the Optional Business; (c) Seller and the Insurance Company Subsidiaries, as applicable, shall enter into new indemnity reinsurance agreements, pursuant to which any Insurance Company Subsidiaries which have, prior to the Closing, issued any Subsidiary Insurance Contracts included in the Optional Business, shall cede 100% of their Insurance Liabilities in connection with the Optional Business to Seller, on terms substantially similar to the terms of the Seller Indemnity Reinsurance Agreement, including the administration of such Subsidiary Insurance Contracts by Seller, and without the payment of a ceding commission, but necessary changes being made as appropriate; (d) the Closing Statement of Assets and Liabilities, Closing Net Worth Statement, Proposed Statement of Assets and Liabilities, Proposed Net Worth Statement, Final Statement of Assets and Liabilities and Final Net Worth Statement shall be determined accordingly, which would result in a different Net Reinsurance Premium and Adjustment Amount than if the Optional Business were included in the Business, but no other adjustment shall be made to the Purchase Price; (e) the Optional Business shall be excluded from Seller’s and its Affiliates’ obligations under Section 6.14; and (f) after the Closing, Seller shall indemnify Purchaser and its Affiliates for any Losses sustained by them in connection with the Optional Business, including any claims by holders or beneficiaries of Insurance Contracts arising out of the failure of any Insurance Contract or Subsidiary Insurance Contract included in the Optional Business to qualify for any Tax treatment intended.  If there is insufficient time before the Closing to complete the preparations for such transactions, then, if reasonably practicable, the Closing may occur, and such transactions shall continue after the Closing.
 
Section 6.29      Tax Returns After the Closing Date, Seller shall cooperate with Purchaser to obtain from the Internal Revenue Service for Purchaser any Tax Returns of or relating solely to the Seller Subsidiaries, the Business or the Transferred Assets requested by Purchaser.
 
ARTICLE VII
 
CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PURCHASER
 
The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Purchaser to the extent permitted by Law:
 
Section 7.01      Representations and Covenants
 
.                                                 (a)         The representations and warranties of Seller, FGWLA and CLAC set forth in Article IV, except those set forth in Sections 4.01, 4.02, 4.03 and 4.15, shall be true and correct on the date hereof and as of the Closing Date as though made on and as of the Closing Date, without regard to any materiality or Sellers Material Adverse Effect qualifications, except for such failures of such representations and warranties to be true and correct as would not, individually or in the aggregate, have a Sellers Material Adverse Effect; provided , however , that, with respect to the foregoing, representations
 
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and warranties that are given as of a particular date shall be true and correct (in the manner set forth above), only as of such date.  The representations and warranties of Seller, FGWLA and CLAC set forth in Sections 4.01, 4.02, 4.03 and 4.15 shall be true and correct on the date hereof and as of the Closing Date as though made on and as of the Closing Date.
 
(b)         Each of Seller, FGWLA and CLAC shall have performed or complied with each obligation, covenant, agreement and condition required to be performed by it under this Agreement at or prior to the Closing that is qualified as to materiality and shall have performed or complied in all material respects with each other obligation, covenant, agreement and condition required to be performed by it under this Agreement at or prior to the Closing.
 
(c)         Since the date of this Agreement there shall not have been any occurrence, development or event that has had or would, individually or in the aggregate, reasonably be expected to have a Sellers Material Adverse Effect.
 
(d)         On the Closing Date, Seller, FGWLA and CLAC shall have delivered to Purchaser a certificate of Seller, FGWLA and CLAC, dated as of the Closing Date and signed by an executive officer of each of Seller, FGWLA and CLAC, as to the matters set forth in this Section 7.01.
 
Section 7.02      Secretary s Certificate.   Each of Seller, FGWLA and CLAC, as well as any of their Affiliates that are parties to any Ancillary Agreements, shall have delivered to Purchaser a certificate of its secretary or assistant secretary, dated as of the Closing Date, as to the resolutions of its Board of Directors authorizing the execution, delivery and performance of the agreements to which it is a party and as to the status and signature of each of its officers who executed and delivered the agreements to which it is a party and any other document delivered by it in connection with the consummation of the transactions contemplated by this Agreement.
 
Section 7.03      Other Agreements  Each of the Ancillary Agreements to which Seller, FGWLA, CLAC or any of their Affiliates is a party shall have been duly executed and delivered by Seller, FGWLA, CLAC or such Affiliates, as applicable, on the Closing Date and each of such agreements shall be in full force and effect with respect to Seller, FGWLA or CLAC, as applicable, on the Closing Date.
 
Section 7.04      Governmental and Regulatory Consents and Approvals
 
                                                (a)         All filings required to be made prior to the Closing Date with, and all consents, approvals, Permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including those set forth on Schedules 4.05(a)(i), 4.05(b), 5.05(a) and 5.05(b) hereto, in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall have been made or obtained without the imposition of a Negative Condition.
 
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(b)         The waiting period prescribed by the HSR Act shall have expired or been terminated.
 
Section 7.05      Third Party Consents (a) The consents listed in Schedule 7.05 shall have been obtained, and (b) all other consents or waivers of third parties to the consummation of the transactions contemplated by this Agreement, other than those that, if not obtained, would not have a material adverse effect on the Business taken as a whole or a Purchaser Material Adverse Effect, shall have been obtained.
 
Section 7.06      No Injunctions or Restraints No temporary restraining order, preliminary or permanent injunction or other order or decree shall be pending, threatened or issued by any Governmental Entity nor shall any other legal restraint or prohibition preventing, restricting or which is reasonably likely to prevent or restrict the consummation of any of the transactions contemplated hereby be in effect, pending or threatened in writing.
 
Section 7.07      Resignation of Officers and Directors Purchaser shall have received the written resignation of each officer and director of each of the Seller Subsidiaries, effective as of the Closing Date.
 
ARTICLE VIII
 
CONDITIONS PRECEDENT TO THE OBLIGATIONS
OF SELLER, FGWLA AND CLAC
 
The obligations of Seller, FGWLA and CLAC under this Agreement are subject to the satisfaction on or prior to the Closing Date of the following conditions, any one or more of which may be waived by Seller, FGWLA and CLAC to the extent permitted by Law:
 
Section 8.01      Representations and Covenants
 
                                                (a)         The representations and warranties of Purchaser set forth in Article V, except those set forth in Sections 5.01, 5.02 and 5.06, shall be true and correct on the date hereof and as of the Closing Date as though made on and as of the Closing Date, without regard to any materiality or Purchaser Material Adverse Effect qualifications, except for such failures of such representations and warranties to be true and correct as would not, individually or in the aggregate, have a Purchaser Material Adverse Effect; provided , however , that, with respect to the foregoing, representations and warranties that are given as of a particular date shall be true and correct (in the manner set forth above), only as of such date.  The representations and warranties of Purchaser set forth in Sections 5.01, 5.02 and 5.06 shall be true and correct on the date hereof and as of the Closing Date as though made on and as of the Closing Date.
 
(b)         Purchaser shall have performed or complied with each obligation, covenant, agreement and condition required to be performed by it under this Agreement at or prior to the Closing that is qualified as to materiality and shall have
 
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performed or complied in all material respects with each other obligation, covenant, agreement and condition required to be performed by it under this Agreement at or prior to the Closing.
 
(c)         Since the date of this Agreement there shall not have been any occurrence, development or event that has had or would, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.
 
(d)         On the Closing Date, Purchaser shall have delivered to Seller, FGWLA and CLAC a certificate of Purchaser, dated as of the Closing Date and signed by an executive officer of Purchaser, as to the matters set forth in this Section 8.01.
 
Section 8.02      Secretary s Certificate Purchaser shall have delivered to Seller, FGWLA and CLAC a certificate of its secretary or assistant secretary, dated as of the Closing Date, as to the resolutions of its Board of Directors authorizing the execution, delivery and performance of the agreements to which it is a party and as to the status and signature of each of its officers who executed and delivered the agreements to which it is a party and any other document delivered by it in connection with the consummation of the transactions contemplated by this Agreement.
 
Section 8.03      Othe r Agreements  Each of the Ancillary Agreements to which Purchaser is a party shall have been duly executed and delivered by Purchaser on the Closing Date and each of such agreements shall be in full force and effect with respect to Purchaser on the Closing Date.
 
Section 8.04      Governmental and Regulatory Consents and Approvals
 
                                               (a)         All filings required to be made prior to the Closing Date with, and all consents, approvals, Permits and authorizations required to be obtained prior to the Closing Date from, Governmental Entities, including those set forth on Schedules 4.05(a)(i), 4.05(b), 5.05(a) and 5.05(b) hereto, in connection with the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall have been made or obtained.
 
(b)         The waiting period prescribed by the HSR Act shall have expired or been terminated.
 
Section 8.05      Third Party Consents (a) The consents listed in Schedule 8.05 shall have been obtained, and (b) all other consents or waivers of third parties to the consummation of the transactions contemplated by this Agreement shall have been obtained, other than with respect to (b) those that, if not obtained, would not have a material adverse effect on the business, financial condition or results of operations of Seller or any of its Affiliates (excluding the Seller Subsidiaries), a material adverse effect on the ability of Seller, FGWLA or CLAC to perform their obligations under this Agreement or any Ancillary Agreement, or a Purchaser Material Adverse Effect.
 
Section 8.06      No Injunctions or Restraints No temporary restraining order, preliminary or permanent injunction or other order or decree shall be pending,
 
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threatened or issued by any Governmental Entity nor shall any other legal restraint or prohibition preventing, restricting or which is reasonably likely to prevent or restrict the consummation of any of the transactions contemplated hereby be in effect, pending or threatened in writing.
 
ARTICLE IX
 
FURTHER AGREEMENTS
 
         Section 9.01      Access to Books and Records
 
                                               (a)         Following the Closing Date, Purchaser shall afford, and shall cause its Affiliates to afford, to Seller, FGWLA, CLAC and any of their Affiliates, their counsel and their accountants, during normal business hours, the right to examine and make copies of the Books and Records to the extent that such access may be reasonably required by Seller, FGWLA, CLAC or any of their Affiliates in connection with (i) the preparation of financial statements, (ii) responding to regulatory inquiries or other regulatory purposes, (iii) the preparation of tax returns or in connection with any audit, amended return, claim for refund or any proceeding with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may have been or may be made against Seller, FGWLA, CLAC or such Affiliates in connection with the Business or the Transferred Assets (other than with respect to claims that are then the subject of litigation) or which Seller, FGWLA, CLAC or such Affiliates may make with respect to the Business or the Transferred Assets (other than with respect to claims that are then the subject of litigation) or (v) any other similar, reasonable business purpose.  Seller, FGWLA, CLAC and their Affiliates shall have the right to duplicate all Books and Records relating to the Business or the Transferred Assets.  Purchaser shall not, and shall cause its Affiliates to not, dispose of, alter or destroy any such Books and Records and other materials other than in accordance with Purchaser’s books and records retention policy as may be in effect from time to time, but in no event will Purchaser dispose of, alter or destroy any such Books and Records and other materials prior to the seventh anniversary of the Closing (or such longer period as reasonably requested by Seller with respect to open tax examinations).
 
(b)         Following the Closing Date, Seller, FGWLA and CLAC shall afford, and shall cause their Affiliates to afford, to Purchaser and any of its Affiliates, counsel and accountants, during normal business hours, the right (subject to applicable Law and excluding records subject to attorney client privilege that relate to Seller Legal Proceedings) to examine and make copies of any books and records of Seller, FGWLA or CLAC retained by Seller, FGWLA and CLAC relating to the Business or the Transferred Assets (other than the Books and Records) to the extent that such access may be reasonably required by Purchaser or any of its Affiliates in connection with (i) the preparation of financial statements, (ii) responding to regulatory inquiries or other regulatory purposes, (iii) the preparation of tax returns or in connection with any audit, amended return, claim for refund or any proceedings with respect thereto, (iv) the investigation, arbitration, litigation and final disposition of any claims which may have been or may be made against Purchaser or its Affiliates in connection with the Business
 
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or the Transferred Assets (other than with respect to claims that are then the subject of litigation) or which Purchaser or such Affiliates may make with respect to the Business or the Transferred Assets (other than with respect to claims that are then the subject of litigation) or (v) any other similar reasonable business purpose.  Purchaser and its Affiliates shall have the right to duplicate any books and records retained by Seller, FGWLA and CLAC relating to the Business or the Transferred Assets (other than the Books and Records).  Seller, FGWLA, and CLAC shall not, and shall cause their Affiliates to not, dispose of, alter or destroy any such books and records and other materials other than in accordance with their respective books and records retention policy as may be in effect from time to time, but in no event will Seller, FGWLA or CLAC dispose of, alter or destroy any such books and records and other materials prior to the seventh anniversary of the Closing (or such longer period as reasonably requested by Purchaser with respect to open tax examinations).
 
Section 9.02      Cooperation.   Following the Closing Date, Purchaser shall use its reasonable best efforts to cause employees of Purchaser or any of its Affiliates who immediately prior to employment therewith were employed by Seller, FGWLA or any of their Affiliates in connection with the Business to reasonably cooperate with Seller, FGWLA, CLAC and any of their Affiliates in (i) the defense or commencement of any litigation or arbitration arising out of any event that occurred on or prior to the Closing Date involving the Business, (ii) connection with any tax matter relating to the Business, (iii) the defense or prosecution, as the case may be, of any Third Party Claim in accordance with Section 11.02(b), and (iv) such other reasonable requests as shall be made by Seller, FGWLA or CLAC.  Seller, FGWLA or CLAC, as applicable, shall promptly pay to Purchaser all reasonable expenses of Purchaser, including its direct cost for the time of its employees, as a result of its obligations under this Section 9.02.
 
Section 9.03      Actuarial Appraisal  Purchaser acknowledges that none of Seller, FGWLA, any of their Affiliates, or any employee, officer, director, representative or advisor of any of them makes or has made any representation or warranty to Purchaser except as specifically made in this Agreement or any Ancillary Agreement to which it is a party.  In particular, no such Person has made any representation or warranty to Purchaser with respect to any financial projection or forecast relating to the Business.
 
Section 9.04      Use of Names
 
.                                               (a)         Notwithstanding any inference contained herein or prior course of conduct to the contrary, and except as contemplated by Article II, the Administrative Services Agreements or the Transition Services Agreement, in no event shall Purchaser or any of its Affiliates have any right to use, nor shall Purchaser, or any of its Affiliates use, any corporate name or acronym of Seller, FGWLA, CLAC or any of their Affiliates (other than those Seller Subsidiaries listed on Schedule 9.04(a)) in any jurisdiction, or any registered or unregistered trademark, trade name, service mark, domain name or URL or any application or registration therefor, owned by, licensed to or used by Seller, FGWLA or CLAC or any of their Affiliates (other than those Seller Subsidiaries listed on Schedule 9.04(a)) or any other name or mark that is otherwise confusing due to its similarity to any of the foregoing.
 
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(b)         Notwithstanding anything contained in Section 9.04(a) to the contrary, within 30 days following the Closing, Purchaser shall cause each of the Seller Subsidiaries listed on Schedule 9.04(b) to make all filings necessary to change the Seller Subsidiary’s name in its state of incorporation to a name which does not include the words “Great West” or any derivation of the name of Seller.  Promptly after receiving approval of such name change from the appropriate Governmental Authority in its state of incorporation, Purchaser shall cause each such Seller Subsidiary to make all filings necessary to change the Seller Subsidiary’s name to the name approved in its state of incorporation in all other jurisdictions in which the Seller Subsidiary is licensed to transact business
 
(c)         Purchaser acknowledges that any damage caused to Seller, FGWLA, CLAC or any of their respective Affiliates by reason of the breach by Purchaser, or any of its respective Affiliates of this Section 9.04 would cause irreparable harm that could not be adequately compensated for in monetary damages alone; therefore, Purchaser agrees that, in addition to any other remedies, at law or otherwise, Seller, FGWLA and CLAC, and any of their respective Affiliates shall be entitled to an injunction issued by a court of competent jurisdiction restraining and enjoining any violation of this Section 9.04.
 
Section 9.05      Reserves Notwithstanding any other provision of this Agreement to the contrary, other than as set forth in Sections 4.06 and 4.07, Seller, FGWLA and CLAC make no representation or warranty regarding their statutory reserves with respect to the Insurance Contracts or Reinsured Contracts or regarding uncollectible reinsurance with respect to the Ceded Reinsurance Agreements.
 
Section 9.06      Contr ol of Litigation
 
                                                (a)         Seller, FGWLA or CLAC, as appropriate, shall supervise and control the investigation, contest, defense and/or settlement of all Sellers Extra Contractual Obligations claims which do not also involve Insurance Liabilities and all Existing Litigation at its own cost and expense (the “ Seller Legal Proceedings ”).  Purchaser shall supervise and control the investigation, contest, defense and/or settlement of all litigation involving Insurance Liabilities (whether or not such litigation also involves Sellers Extra Contractual Obligations) to the extent not subject to the provisions of Section 11.01 (insofar as it relates to Sellers Extra Contractual Obligations) and, to the extent they are not subject to the provisions of Section 11.01, Other Assumed Liabilities at its own cost and expense (the “ Purchaser Legal Proceedings ”).
 
 
(b)         At Seller’s, FGWLA’s or CLAC’s request, Purchaser shall provide a report summarizing the nature of any Purchaser Legal Proceedings, the alleged actions or omissions giving rise to such Purchaser Legal Proceedings and copies of any files or other documents that Seller, FGWLA or CLAC may reasonably request in connection with its review of these matters.  At Purchaser’s request, Seller, FGWLA or CLAC shall provide a report summarizing the nature of any Seller Legal Proceedings, the alleged actions or omissions giving rise to such Seller Legal Proceedings and copies of
 
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any files or other documents that Purchaser may reasonably request in connection with its review of such matters.
 
(c)         Notwithstanding anything in this Agreement to the contrary, Purchaser shall have the right to engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any Seller Legal Proceedings involving a Seller Subsidiary without waiving any of its rights to indemnification under Article XI.  Seller, FGWLA, CLAC and Purchaser shall, and Purchaser shall cause the Seller Subsidiaries to, cooperate with each other with respect to the administration of any Seller Legal Proceeding.  In connection therewith, Purchaser shall have the right to monitor and receive periodic updates regarding any Seller Legal Proceedings not involving a Seller Subsidiary.  Whether or not Purchaser shall have participated in the defense of any Seller Legal Proceeding, none of Seller, FGWLA or CLAC shall compromise or settle any such Seller Legal Proceeding without Purchaser’s prior written consent (not to be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against any Seller Subsidiary and (ii) the sole relief provided is monetary damages that are paid in full by Seller, FGWLA or CLAC without any liability to Purchaser under Article XI and a full and complete release is provided to any applicable Seller Subsidiary.
 
(d)         Notwithstanding anything in this Agreement to the contrary, Seller, FGWLA or CLAC shall have the right to engage in its own separate legal representation, at its own expense, and to participate fully in the defense of any Purchaser Legal Proceedings without waiving any of their rights to indemnification under Article XI or under the Indemnity Reinsurance Agreements.  Purchaser, Seller, FGWLA and CLAC shall cooperate with each other with respect to the administration of any Purchaser Legal Proceeding.  Whether or not Seller, FGWLA or CLAC shall have participated in the defense of any Purchaser Legal Proceeding, Purchaser shall not compromise or settle any such Purchaser Legal Proceeding without Seller’s, FGWLA’s or CLAC’s prior written consent (not to be unreasonably withheld or delayed), unless (i) there is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against Seller, FGWLA or CLAC and (ii) the sole relief provided is monetary damages that are paid in full by Purchaser without any liability to Seller, FGWLA or CLAC under Article XI and a full and complete release is provided to Seller, FGWLA and CLAC.
 
(e)         Purchaser and Seller shall cooperate in the defense or prosecution of any Action (a “ Shared Action ”) other than Seller Legal Proceedings and Purchaser Legal Proceedings which involves both (i) Excluded Liabilities, Subsidiary Indemnified Liabilities, and other liabilities which are the ultimate responsibility of Seller and its Affiliates, giving effect to the Assignment and Assumption Agreement, the Subsidiary Assumption Agreement and the indemnities provided under this Article XI (without regard for the .75% of Purchase Price limitation in Sections 11.01(a) and 11.01(b)) (“ Seller Liabilities ”) and (ii) Assumed Liabilities, Subsidiary Liabilities, and other liabilities which are the ultimate responsibility of Purchaser and its Affiliates (including the Seller Subsidiaries), giving effect to the Assignment and Assumption
 
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Agreement and the indemnities provided under this Article XI (without regard for the .75% of Purchase Price limitation in Section 11.01(b)) (“ Purchaser Liabilities ”), but not involving Taxes.  Seller, if Seller Liabilities predominate in a Shared Action not involving a Governmental Entity, or Purchaser, if Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity (such party, the “ Primary Party ”) shall have the rights and obligations of the Indemnifying Party under Section 11.02(b), and the other such party (the “ Other Party ”) shall have the rights and obligations of the Indemnified Party under Section 11.02(b), except that (1) the expenses of the Other Party in cooperating with the Primary Party shall be borne by the Other Party, and (2) the relative significance of the Seller Liabilities and the Purchaser Liabilities shall be taken into account appropriately by the Other Party in deciding whether to consent to a settlement, compromise or discharge.  If neither Seller Liabilities nor Purchaser Liabilities predominate in a Shared Action not involving a Governmental Entity, each party shall be permitted to settle, compromise or discharge its portion of such litigation reasonably without the consent of the other party, and the parties shall, to the extent feasible, consider employing joint counsel for such Shared Action, or taking steps necessary to sever such Shared Action so that each party may defend or prosecute its portion separately.  If a Shared Action involves a Governmental Entity, Purchaser shall have the rights and obligations of the Indemnifying Party under Section 11.02(b) and Seller shall have the rights and obligations of the Indemnified Party under Section 11.02(b), but the costs of the parties shall be allocated equitably in light of the relative significance of Purchaser Liabilities and Seller Liabilities.
 
Section 9.07      License to Owned Generally Used Software.   Seller hereby grants Purchaser and its Affiliates as of the Closing Date a perpetual, non-exclusive, fully paid-up, non-transferable, non-sublicensable (except as set forth herein), limited license to use, reproduce, perform, display and create derivative works of the Owned Generally Used Software.  Such a license shall be “as is” “where is” without any representation or warranty of any kind by Seller or its Affiliates, whether express or implied, including, without limitation, the implied warranties of fitness for a particular purpose, completeness, title, non-infringement or merchantability.  Notwithstanding the foregoing, nothing herein shall be deemed to limit or expand the representations and warranties in Article IV of this Agreement.  The Owned Generally Used Software shall be considered confidential information under Section 6.19.  Seller shall deliver via electronic means to the extent practicable the source code for the Owned Generally Used Software (which source code shall be annotated to the extent Seller possesses such annotated source code at the time of delivery) in accordance with the migration plan set forth in Schedule 5.2 of the Transition Services Agreement, together with a copy of all supporting documentation therefor that is Seller's possession at the time of delivery; Seller shall be obligated only to deliver the instance of such software then in production, with no obligation to alter the format or content of such software so delivered or to create any annotations to the source code or any supporting documentation.  Purchaser and its Affiliates may not lease, loan, resell, sublicense, give or otherwise distribute the Owned Generally Used Software to any third party except (a) to Purchaser’s Affiliates in connection with an internal reorganization of Purchaser; (b) in connection with the sale by Purchaser or its Affiliates of all or substantially all of the assets pertaining to the Business (provided such third party agrees to the conditions set forth in this Section 9.07); or (c) to employees and/or
 
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contractors of Purchaser and its Affiliates, provided such employees and contractors are bound by obligations of confidentiality that are no less protective of Seller’s rights than as set forth in this Agreement.
 
ARTICLE X
 
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
 
Section 10.01      Survival of Representations, Warranties and Covenants.
 
.                                                (a)         All representations and warranties contained in this Agreement shall survive the Closing and shall terminate and expire at the close of business on the date 18 months following the Closing Date, except that (i) the representations and warranties contained in Sections 4.21 (other than Section 4.21(r)) shall terminate and expire (A) with respect to United States federal income Tax matters, at the close of business on the earlier of (I) September 15, 2009, and (II) the date on which the applicable United States federal income tax return with respect to the first taxable period beginning after the Closing Date is actually filed, and (B) with respect to all other Tax matters, at the close of business on the earlier of (I) October 15, 2009, and (II) the date on which the applicable Tax Return (other than the United States federal income tax return) with respect to the first taxable period beginning after the Closing Date is actually filed, (ii) the representations and warranties contained in Section 4.21(r) shall terminate 60 days after expiration of the applicable statute of limitation (taking into account any extensions or waivers thereof) and from such date shall have no further force or effect and (iii) the representations and warranties contained in Sections 4.01, 4.02, 4.03, 4.15, 5.01, 5.02 and 5.06 shall survive the Closing and shall not terminate or expire.
 
 
(b)         All covenants and agreements made by the parties to this Agreement that contemplate performance following the Closing Date shall survive the Closing Date.  All other covenants and agreements shall not survive the Closing Date and shall terminate as of the Closing.
 
ARTICLE XI
 
INDEMNIFICATION
 
Section 11.01      Obligation to Indemnify
 
.                                                 (a)         From and after the Closing, and subject to the limitations set forth in this Article XI, Seller, FGWLA and CLAC (it being understood that FGWLA and CLAC shall each only be liable under this Section 11.01(a) for matters relating specifically to it, but that Seller shall be liable for all indemnification provided for by this Section 11.01(a)), agree to indemnify and hold harmless Purchaser and its directors, officers, employees, agents, representatives, and Affiliates from and against all losses, liabilities, claims, expenses (including reasonable attorneys’ fees and expenses) and damages but excluding lost profits or any punitive, exemplary, consequential or similar damages (other than lost profits or any punitive, exemplary, consequential or similar
 
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damages actually paid to a third party in a Third Party Claim and lost profits not paid to a third party in a Third Party Claim to the extent set forth in Section 11.01(c)) (“ Losses ”) (to the extent exceeding reserves, if any, with respect to
such particular Losses reflected in the Final Statement of Assets and Liabilities and Final Net Worth Statement) to the extent arising from or related to (i) any breach of the representations and warranties  of Seller, FGWLA and CLAC contained in this Agreement (determined without regard to any qualifications as to materiality (including Sellers Material Adverse Effect) therein), (ii) any breach of any of the covenants and agreements of Seller, FGWLA or CLAC contained in this Agreement which covenants and agreements survive the Closing, (iii) the Excluded Liabilities, (iv) the Subsidiary Indemnified Liabilities or (v) Continued Practices; provided , however , that none of Seller, FGWLA or CLAC shall have any liability under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) unless the aggregate of all Losses under clause (i) or clause (v) of this Section 11.01(a) or Section 12.01(a)(v) for which Seller, FGWLA or CLAC (taken together) would, but for this proviso, be liable exceeds an amount equal to .75% of the Purchase Price, and then only to the extent of any such excess.  In any event, notwithstanding anything in this Agreement to the contrary, the maximum amount for which Seller, FGWLA and CLAC shall be liable with respect to breaches described in clause (i) or clause (v) above under this Section 11.01(a) or Section 12.01(a)(v) shall not exceed in the aggregate, an amount equal to 50% of the Purchase Price.  The obligations of Seller, FGWLA and CLAC under this Section 11.01 are in addition to their obligations under the Ancillary Agreements, except as provided therein.  The obligation of Seller, FGWLA and CLAC under clause (i) of this Section 11.01(a) with respect to any violation of Law after the Closing by Purchaser or any of its Affiliates (including the Seller Subsidiaries) that is a continuation of any policy or regular practice of Seller, FGWLA, CLAC or a Seller Subsidiary that existed prior to the Closing and is carried out by or under the supervision of Business Employees, Corporate Employees or Subsidiary Employees on behalf of Purchaser or its Affiliates shall be limited to their liability under clause (v) of this Section 11.01(a).
 
(b)         From and after the Closing, and subject to the limitations set forth in this Article XI, Purchaser agrees to indemnify and hold harmless Seller, FGWLA, CLAC and their respective directors, officers, employees, agents, representatives, and Affiliates from and against all Losses to the extent arising from or related to (i) any breach of the representations and warranties of Purchaser contained in this Agreement (determined without regard to any qualifications as to materiality (including Purchaser Material Adverse Effect) therein), (ii) any breach of any of the covenants and agreements of Purchaser contained in this Agreement which covenants and agreements survive the Closing or (iii) the Assumed Liabilities; provided , however , that Purchaser shall not have any liability under clause (i) of this Section 11.01(b) unless the aggregate of all Losses under clause (i) of this Section 11.01(b) for which Purchaser would, but for this proviso, be liable exceeds an amount equal to .75% of the Purchase Price, and then only to the extent of any such excess.  In any event, notwithstanding anything in this Agreement to the contrary, the maximum amount for which Purchaser shall be liable with respect to breaches described in clause (i) above under this Section 11.01(b) shall not exceed in the aggregate, an amount equal to 50% of the Purchase Price.  Purchaser’s obligations under this Section 11.01 are in addition to its obligations under the Ancillary Agreements, except as provided therein.
 
 
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(c)         In calculating Losses hereunder, each party shall have the right to seek to prove that amounts for which it is indemnified by the other party should include lost profits for the period of time from the Closing Date to the fifth anniversary of the Closing Date; provided that (i) with respect to indemnification claims pursuant to clause (i) of Section 11.01(a) or clause (i) of Section 11.01(b), such lost profits shall be limited to lost profits attributable to the period starting on the Closing Date and ending on the date of the cure of the breach giving rise to an indemnification claim, and (ii) with respect to a Continued Practice giving rise to an indemnification claim pursuant to clause (v) of Section 11.01(a), such lost profits shall be limited to lost profits attributable to the period starting on the Closing Date and ending on the date upon the earlier of (A) the date upon which the Continued Practice is brought in to compliance with Law in accordance with Purchaser’s obligations pursuant to Section 9.07 or (B) the 120th day following the Closing Date; provided   further that Seller, FGWLA and CLAC shall have the right to seek to prove that any such amounts have been mitigated, to the extent applicable, by the Post-Closing PP Adjustment.
 
Section 11.02      Indemnification Procedures
 
.                                               (a)         In order for a party (the “ Indemnified Party ”) to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a claim or demand made by, or an action, proceeding or investigation instituted by, any Person neither a party to this Agreement nor an Affiliate of such a party (a “ Third Party Claim ”), such Indemnified Party must notify the party from which indemnity is sought (the “ Indemnifying Party ”) in writing, and in reasonable detail, of the Third Party Claim within ten (10) Business Days after such Indemnified Party learns of the Third Party Claim; provided , however , that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure.  Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, within five (5) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.
 
 
(b)         If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party.  If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided , however , that the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the (A) Indemnified Party shall have determined in good faith and shall have received a written opinion of counsel to the effect that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (B) Indemnifying Party shall have authorized the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense.  If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.  Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to
 
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 the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  All reasonable costs and expenses incurred in connection with the Indemnified Party’s cooperation shall be borne by the Indemnifying Party.  Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, the Indemnifying Party shall have no liability with respect to any compromise or settlement of such claims effected without its written consent (such consent not to be unreasonably withheld or delayed); the Indemnifying Party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and a full and complete release is provided to the Indemnified Party.
 
(c)         The indemnities provided in this Agreement shall survive the Closing; provided , however , that the indemnities provided under Sections 11.01(a)(i) and 11.01(b)(i) shall terminate when the applicable representation or warranty terminates pursuant to Article X, except as to any item as to which the Person to be indemnified shall have, prior to the expiration date of the relevant representation and warranty, made a claim by delivering a notice (stating in reasonable detail the basis of such claim) to the Indemnifying Party.  Except (i) as set forth in Sections 2.03, 9.04, 12.01 and 14.05, and (ii) for claims based on fraud, the indemnity provided in Sections 11.01(a) and 11.01(b) shall be the sole and exclusive remedy of the Indemnified Party against the Indemnifying Party at law or equity for any claim arising under this Agreement.
 
ARTICLE XII
 
TAXES
 
Section 12.01      Tax Indemnity.
 
                                               (a)         Seller, FGWLA and CLAC agree to indemnify and hold harmless Purchaser, its Affiliates and the Seller Subsidiaries against the following (to the extent in excess of the reserves and accruals established for such Loss on the Final Statement of Assets and Liabilities):  (i) Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods ending on or before the Closing Date; (ii) with respect to taxable periods beginning on or before the Closing Date and ending after the Closing Date, Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period ending on and including the Closing Date; (iii) Taxes of any Person (other than any of the Seller Subsidiaries) that are imposed on or for which any of the Seller Subsidiaries is liable pursuant to Treasury Regulations section 1.1502-6 (or similar provision of state, local or foreign Law), as a transferee or successor, or (other than as specifically set forth in (A) this Agreement or (B) the Ancillary Agreements) by contract; (iv) Taxes attributable to,
 
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or resulting directly or indirectly from elections under section 338(h)(10) of the Code (and any comparable provisions of state, local or foreign Law) with respect to the actual or deemed sale of the shares of capital stock of any of the Seller Subsidiaries, pursuant to Section 12.07(e) of this Agreement; and (v) any Losses (for the avoidance of doubt, for purposes of this clause (v), Losses shall not include any Taxes (other than interest, penalties and additions imposed with respect thereto) with respect to taxable periods beginning after the Closing Date resulting from the failure to file a Tax Return in a jurisdiction in which the Seller, FGWLA or CLAC (with respect to the Business or the Transferred Assets) or any Seller Subsidiary was required to file) resulting from the breach of a covenant, representation or warranty set forth in Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII.  Purchaser shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Seller is required to indemnify Purchaser pursuant to clause (v) of this Section 12.01(a).   Purchaser agrees to indemnify and hold harmless Seller and its Affiliates against the following:  (i) Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods beginning after the Closing Date; (ii) with respect to taxable periods beginning on or before the Closing Date and ending after the Closing Date, Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets which are allocable, pursuant to Section 12.01(b), to the portion of such period beginning the day after the Closing Date; (iii) Taxes imposed on or with respect to the Seller Subsidiaries, the Business or the Transferred Assets with respect to taxable periods ending on or before the Closing Date to the extent of the reserves and accruals established for such Taxes on the Final Statement of Assets and Liabilities; and (iv) any Losses resulting from the breach of a covenant, representation or warranty set forth Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII.  Seller shall use commercially reasonable efforts to take actions in order to minimize the amount of any Losses for which Purchaser is required to indemnify Seller pursuant to clause (iv) of this Section 12.01(a).
 
(b)         In the case of Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date shall be:
 
(i)                 in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, which are governed by Section 2.01(b) of this Agreement), deemed equal to the amount which would be payable if the taxable year ended on and included the Closing Date;
 
(ii)                 in the case of Taxes imposed on a periodic basis with respect to the assets of the Seller Subsidiaries, the Business or the Transferred Assets, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in
 
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the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period; and
 
(iii)                 in the case of Taxes based upon gross premiums deemed equal to the amount that would be payable with respect to the premiums collected as of the Closing Date.
 
(c)         Notwithstanding any provision in this Agreement to the contrary, all liabilities relating to or arising out of any Tax matters that are specifically indemnified by Purchaser or the Seller Subsidiaries, on the one hand, or Seller, CLAC or FGWLA on the other hand, under any of the Ancillary Agreements shall be governed and controlled by the terms of such other agreement and shall not be subject to the terms of this Article XII to the extent this Article XII conflicts with such other agreement.
 
Section 12.02      Returns and Pa yments .
 
(a)         From the date of this Agreement through and after the Closing Date, Seller shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner:  (i) all consolidated, unitary, combined or similar Tax Returns (each a “ Consolidated Tax Return ”) that include Seller, CLAC, FGWLA and the Seller Subsidiaries for any taxable period, (ii) all Tax Returns that include Seller, FGWLA or CLAC and (iii) all other Tax Returns that relate to or include the Seller Subsidiaries, the Business or the Transferred Assets for tax periods ending on or before the Closing Date.  With respect to Tax Returns described in clause (i) or (ii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice to the extent that doing so solely affects the Seller Subsidiaries, the Business or the Transferred Assets.  With respect to Tax Returns described in clause (iii) of this Section 12.02(a), such Tax Returns shall be prepared and filed in a manner consistent with past practice.  With respect to any Tax Return prepared by Seller pursuant to this Section 12.02(a) which includes the Seller Subsidiaries, Seller shall provide to Purchaser a copy of any such Tax Return that is filed by the Seller Subsidiaries (or in the event of a Consolidated Tax Return, a pro forma Tax Return for each includible Seller Subsidiary) no later than 30 days prior to the date such Tax Return is required to be filed.  Purchaser shall have the right to comment with respect to any such Tax Return to the extent such comment relates to a matter which is reasonably likely to result in a material adverse affect for Purchaser or its Affiliates (determined as if Purchaser will file an Election for each Seller Subsidiary); provided, that such comments does not cause Seller or its Affiliates to take any positions that are either contrary with law.  Purchaser shall prepare and file or otherwise furnish in proper form to the appropriate Tax Authority (or cause to be prepared and filed or so furnished) in a timely manner all other Tax Returns of or that include the Seller Subsidiaries.  At least 15 days prior to the Closing Date, Seller shall provide written notice to Purchaser of any Tax Return that Purchaser is required to file (or cause to be filed) within 45 days of the Closing Date pursuant to this Section 12.02(a).
 
(b)         With respect to any Tax Return required to be filed (or caused to be filed) by Purchaser, or Seller pursuant to Section 12.02(a) (the party with the
 
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obligation to file a Tax Return shall hereinafter be referred to as the “ Filing Party ”) and as to which an amount of Tax is allocable to the other party under Section 12.01 (the “ Tax Indemnifying Party ”), the Filing Party shall provide the Tax Indemnifying Party with a copy of such completed Tax Return or in the case of a Consolidated Tax Return, a pro forma Tax Return for the Seller Subsidiaries (prepared on a separate company basis) and a statement certifying and setting forth the calculation of the amount of Tax shown on any such Tax Return that is allocable to such Tax Indemnifying Party pursuant to Section 12.01, together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return.  Such Tax Indemnifying Party shall have the right to review and comment on any such Tax Return and statement prior to the filing of such Tax Return.
 
(c)         Subject to Section 12.01 and except as otherwise specifically provided in an Ancillary Agreement, Seller shall pay or cause to be paid when due and payable all Taxes properly shown on a Tax Return that Seller is required to file (or cause to be filed) pursuant to the terms of paragraph (a) above and Purchaser shall do the same with respect to all Taxes properly shown on a Tax Return that Purchaser is required to file (or cause to be filed) pursuant to the terms of paragraph (a) above.
 
(d)         In any case where a Filing Party files a Tax Return on which there is properly shown an amount of Tax that is allocable to a Tax Indemnifying Party, the Tax Indemnifying Party shall pay the Filing Party the amount so allocated to it pursuant to Section 12.01 in accordance with the provisions of Section 12.05.
 
(e)         Except as required by Law, none of Purchaser, the Seller Subsidiaries or any Affiliate thereof shall amend, refile or otherwise modify, or cause or permit the Seller Subsidiaries to amend, refile or otherwise modify, any Tax election or Tax Return with respect to any Tax period (or portion of any Tax period), ending on or prior to the Closing Date, without the prior written consent of Seller.  To the extent allowed by Law, Purchaser and the Seller Subsidiaries shall elect not to carry back any losses, credits or deductions of the Seller Subsidiaries to Tax periods or portions thereof ending on or before the Closing Date.
 
Section 12.03      Refunds .   Except as provided in the Ancillary Agreements, any Tax refund (including any interest actually received with respect thereto) that is actually received by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, or any credit against Taxes that is actually claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser on a Tax Return, for (a) Taxes of or relating to any of the Seller Subsidiaries, the Business or the Transferred Assets for any taxable period ending on or prior to the Closing Date or (b) any Taxes for which Seller is liable pursuant to this Agreement or the Ancillary Agreements, and in each case that is actually received or claimed by Purchaser, the Seller Subsidiaries or any Affiliate of Purchaser, shall be the property of Seller and shall be paid over promptly to Seller; provided , however , that any such refund or credit which is accrued as an asset on the Final Statement of Assets and Liabilities shall be the property of Purchaser.  Notwithstanding the foregoing sentence, subject to Section 12.02(e), any Tax refund (or equivalent benefit to Seller or any Affiliates of Seller through a reduction in Tax liability) for a taxable period ending on or
 
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before the Closing Date arising out of the carryback of a loss or credit of or with respect to the Seller Subsidiaries, the Business or the Transferred Assets arising in a taxable period ending after the Closing Date and that is actually received by Seller or any Affiliates of Seller, shall be the property of Purchaser and shall be paid over promptly to Purchaser; provided , however , that to the extent the amount of any such refund is due to a carry back to a tax year with respect to which the statute of limitations has, but for such carryback, expired and such refund is reduced as a result of the assessment of any additional Taxes for which Purchaser could bring a claim for indemnity pursuant to Section 12.1(a) but for this sentence, none of Seller, FGWLA or CLAC shall be liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for such additional Taxes or shall be liable or required to indemnify Purchaser, its Affiliates or the Seller Subsidiaries for the amount of any lost refund or for the loss of any carryback item of loss or credit.  For purposes of determining whether any refund, credit or equivalent benefit is actually received or claimed for purposes of this Section 12.03, all such items shall be applied in the order prescribed by applicable Tax law.
 
Section 12.04      Contests .
 
(a)         After the Closing Date, Purchaser shall promptly notify Seller, or Seller, CLAC, or FGWLA shall promptly notify Purchaser, in writing of any written notice of a proposed assessment, audit, examination or claim in a Tax Contest of or relating to Purchaser, Seller, the Seller Subsidiaries, the Transferred Assets or the Business which, if determined adversely to the taxpayer, would be grounds for indemnification under this Article XII; provided , however , that a failure to give such notice will not affect the rights of a party to indemnification under this Agreement except to the extent, (i) if any, that, but for such failure, the Tax Indemnifying Party could have avoided all or a portion of the Tax liability in question or (ii) such failure otherwise actually materially prejudices the Tax Indemnifying Party.
 
(b)         In the case of a Tax Contest that (i) relates to taxable periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Seller is reasonably likely to indemnify Purchaser or the Seller Subsidiaries pursuant to this Agreement or the Ancillary Agreements, Seller shall have the right at its expense to participate in, control the conduct of, and, subject to Purchaser’s consent pursuant to Section 12.04(c), settle such Tax Contest.  Purchaser shall control all other Tax Contests and have the right to participate in all Tax Contests (including with respect to which Seller possesses the right to control) which are reasonably likely to result in an adverse material effect to Purchaser, any Affiliate of Purchaser or the Seller Subsidiaries.
 
(c)         None of Purchaser, the Seller Subsidiaries or any Affiliate of either, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim pursuant to any Tax Contest which would adversely affect the other party for any year without the written consent of the other party, which consent may not be unreasonably withheld, conditioned or delayed.  Purchaser and Seller agree to reasonably cooperate, and Purchaser agrees to cause the Seller Subsidiaries to reasonably cooperate, in the defense against or compromise of any Tax Contest.
 
 
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Section 12.05      Time of Payment Payment by the Tax Indemnifying Party of any amounts due under this Article XII in respect of Taxes shall be made (i) at least three Business Days before the earlier of the due date of the payment of such Tax or the due date of the applicable estimated or final Tax Return required to be filed by the Filing Party on which is required to be reported Taxes for which the Tax Indemnifying Party is responsible under Section 12.01 without regard to whether the Tax Return shows overall net income or loss for such period, or (ii) or in the event of a redetermination of any Taxes as a result of any settlement or compromise of any Tax Contest, within five (5) days after delivery of written notice of payment owing together with a computation of the amounts due; provided , however , that in the event that the parties disagree as to the amount or calculation of any amount described in clause (i) of this Section 12.05, the parties shall attempt in good faith to resolve such dispute.  If such dispute is not resolved within 20 days following the commencement of the dispute, the parties shall jointly retain a nationally recognized law or accounting firm, which firm is independent of both parties (the “ Independent Firm ”), to resolve the dispute.  The Independent Firm shall act as an arbitrator to resolve all points of disagreement and its decision shall be final and binding upon all parties involved, except to the extent of a redetermination described in clause (ii) of this Section 12.05.  To the extent of a disputed item, payments required to be made under this Agreement shall be made within 8 days of the Independent Firm delivering its decision to the parties.  The fees and expenses relating to the Independent Firm shall be borne equally by the parties.  Payments pursuant to this Article XII that are not made on or before the date prescribed herein or with respect to a dispute, are made after the date such payments would have been made pursuant to this paragraph but for such dispute (the “ Payment Date ”) shall bear interest for the period from and including the date immediately following the Payment Date through and including the date of payment computed at an annual rate equal to the 90-Day Treasury Rate in effect on the Payment Date.
 
Section 12.06      Cooperation and Exchange of Information .
 
(a)         Seller, FGWLA, CLAC and Purchaser (and all Affiliates of such entities) agree to provide each other with such cooperation and information as either Seller or Purchaser reasonably may request in filing any Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes with respect to the Seller Subsidiaries, the Business or the Transferred Assets.  Such cooperation and information shall include providing copies of relevant Tax Returns (other than Tax Returns filed by the Consolidated Group) or relevant portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by any Tax Authority.  Seller, FGWLA, CLAC, Purchaser and the Seller Subsidiaries shall each make its employees available on a basis mutually convenient to both parties to provide explanations of any documents or information provided hereunder.  Each of Seller, FGWLA, CLAC, the Seller Subsidiaries and Purchaser shall retain all Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of the Seller Subsidiaries, the Business and the Transferred Assets for each taxable period first ending after the Closing Date and for all prior taxable periods for the time period set forth in Section 9.01(b).  Any information obtained under this Section
 
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12.06 shall be kept confidential except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in connection with any Tax Contest.
 
(b)         Notwithstanding any provisions in this Agreement to the contrary (other than Section 12.04), the parties agree that none of Purchaser or any Affiliates thereof will have the right to participate in, control or consent to any matter that involves an income Tax Return filed on a consolidated, combined, unified or group basis that includes Seller, FGWLA, CLAC, Parent or any Affiliate of such entities, and neither Seller nor its Affiliates will have the right to participate in, control or consent to any matter that involves an income Tax Return filed on a consolidated, combined, unified or group basis that includes Purchaser or any of its Affiliates.
 
(c)         From the date hereof through the Closing Date Seller, FGWLA and CLAC shall cooperate with Purchaser and provide Purchaser and its representatives with access to all information necessary for purposes of allowing Purchaser to continue and conclude its Tax due diligence review of the Seller Subsidiaries, the Business and the Transferred Assets, including to the extent necessary to allow Purchaser to determine whether it will be beneficial to file the Election.
 
Section 12.07      Miscellaneous .
 
(a)         Seller and Purchaser agree to treat all payments made by either of them to or for the benefit of the other (including any payments to the Seller Subsidiaries) under the indemnity provisions of this Agreement and for any misrepresentations or breaches of warranties or covenants as adjustments to the Purchase Price to the extent required by applicable Tax Law.
 
(b)         Notwithstanding any provision in this Agreement to the contrary (other than Sections 10.01(a) and 11.01(a) with respect to Section 12.01(a)(v)), the obligations of the parties set forth in this Article XII shall be unconditional and absolute and shall not be subject to any restrictions or limitations other than those expressly set forth in this Article XII, and shall remain in effect until 60 days after the expiration of the applicable statute of limitations (taking into account any extensions or waivers thereof).
 
(c)         Notwithstanding any other provision in this Agreement to the contrary (other than Section 11.01(a) with respect to Section 12.01(a)(v)), all matters relating to Taxes shall be governed exclusively by Sections 2.01(b), 2.01(c), 4.08(l) and 4.21 and this Article XII; provided , however ; that all matters relating to Taxes that are specifically identified and addressed by the Ancillary Agreements shall be governed by the terms of such agreements to the extent this Article XII conflicts with such other agreements.
 
(d)         Seller, FGWLA, CLAC and Purchaser will allocate the Purchase Price and other applicable consideration (the “ Allocable Amount ”) in accordance with the requirements of sections 1060 and 338 of the Code and the Treasury Regulations promulgated thereunder among and between the Shares, the Transferred
 
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Assets and the Business.  As soon as practicable after the Closing Date, Purchaser shall prepare a schedule reflecting the allocation of the Allocable Amount and shall submit it to Seller.  Purchaser and Seller will use reasonable efforts to agree on the amount and proper allocation of the Allocable Amount in accordance with sections 1060 and 338 of the Code and the Treasury Regulations promulgated thereunder.
 
(e)         If, and only if, requested by Purchaser, Parent and Purchaser shall jointly complete and make elections under section 338(h)(10) of the Code and any analogous provisions of state, local or foreign Law (the “ Election ”) with respect to the actual or deemed purchase of the stock of any of the Seller Subsidiaries.
 
(i)                 On or prior to the Closing Date, Purchaser shall notify Seller in writing of any such Election.
 
(ii)                 If Purchaser elects to make an Election as provided in this Section 12.07(e), each of Parent and Purchaser (and all Affiliates of such entities) shall report the actual or deemed purchase of the stock of such Seller Subsidiary consistent with such Election.  Each of Parent and Purchaser shall cause any and all forms necessary to effectuate such Election to be duly executed by an authorized person, and shall, on the Closing Date, exchange completed and duly executed copies of Internal Revenue Service Form 8023 and any similar state, local and foreign forms, and shall duly and timely file all such forms in accordance with applicable Tax laws and the terms of this Agreement.
 
(iii)                 Within 60 days after the Closing Date, Seller shall deliver to Purchaser a written statement setting forth in reasonable detail the calculation of the tax reserves as of the Closing Date of or relating to each Seller Subsidiary, the Business and the Transferred Assets.
 
(iv)                 If Purchaser chooses to make an Election as provided in this Section 12.07(e), within 180 days after the Closing Date, Purchaser shall provide (or shall cause its Affiliates to provide) to Seller: (A) a proposed allocation of the “Modified Aggregate Deemed Sales Price” and the “Adjusted Grossed Up Basis” (each, as defined under applicable Treasury Regulations) among the assets of each applicable Seller Subsidiary, which allocations shall be made in accordance with section 338(b) of the Code, and (B) a complete set of IRS Forms 8883 (and any comparable forms required to be filed under state, local or foreign Law) and any additional data or materials required to be attached to IRS Form 8883 pursuant to the Treasury Regulations promulgated under section 338 of the Code (collectively, the “ Proposed Allocation ”).  If Seller objects to the Proposed Allocation, Seller will notify Purchaser of such dispute in writing (providing sufficient detail for Purchaser to determine Seller’s objection with respect to the disputed item) within 20 days of receipt of the Proposed Allocation.  In the case of a dispute, Purchaser and Seller will use reasonable efforts for a period of 60 days after receipt of the notice of such dispute to settle such dispute.  If no objection is provided by Seller within the time set forth above, Seller and Purchaser (and their respective Affiliates) shall (A) be bound by the Proposed
 
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Allocation for all Tax purposes, (B) prepare and file all Tax Returns in a manner consistent with such allocations and (C) take no position inconsistent with such allocations in any Tax Return, any proceeding before any Tax Authority or otherwise, except to the extent required by applicable Law.
 
(f)         Immediately prior to the Closing Date, each of Seller and FGWLA shall deliver to Purchaser a certificate under section 1445(b)(2) of the Code providing that it is not a foreign person, in form and substance reasonably satisfactory to Purchaser.
 
(g)         On or prior to the Closing, Parent and Seller shall terminate all Tax sharing agreements entered into by the Seller Subsidiaries with respect to such entities and such agreements shall have no continuing force or effect thereafter with respect to the Seller Subsidiaries.
 
(h)         Notwithstanding the definition of “Net Reinsurance Premium” set forth in Section 1.01, the “reinsurance premium” for U.S. federal income tax purposes shall be determined by reference to the appropriate tax reserves, as required by sections 338 and 1060 of the Code and the applicable Treasury Regulations thereunder.
 
Section 12.08      Exclusivity  Notwithstanding anything to the contrary in this Agreement, this Article XII shall govern the procedures for all contests, defenses and indemnification obligations related or attributable to Taxes.
 
ARTICLE XIII
 
TERMINATION PRIOR TO CLOSING
 
Section 13.01      Termination of Agreement This Agreement may be terminated at any time prior to the Closing:
 
(a)         by Seller, FGWLA, CLAC or Purchaser in writing, if there shall be any order, injunction or decree of any Governmental Entity which prohibits or restrains Seller, FGWLA, CLAC or Purchaser from consummating the transactions contemplated hereby, and such order, injunction or decree shall have become final and nonappealable;
 
(b)         by Seller, FGWLA, CLAC or Purchaser in writing, if the Closing has not occurred on or prior to 12 months following the date hereof, unless due to the failure of the party seeking to terminate this Agreement to perform in all material respects each of its obligations under this Agreement required to be performed by it on or prior to the Closing Date;
 
(c)         by Purchaser (i) if there has been a breach on the part of Seller, FGWLA or CLAC of any representation or warranty of Seller, FGWLA or CLAC contained herein or in any certificate or other instrument delivered or furnished to Purchaser pursuant hereto (without regard to any materiality or Sellers Material Adverse Effect qualifications) such that all such breaches would, individually or in the aggregate,
 
105

 
have a Sellers Material Adverse Effect; or (ii) if there has been any failure on the part of Seller, FGWLA or CLAC to comply with or perform any of their respective agreements, covenants or obligations hereunder in any material respect, and such noncompliance or nonperformance shall not have been (x) cured or eliminated by Seller, FGWLA or CLAC within ten (10) Business Days following receipt by Seller, FGWLA or CLAC of written notice thereof from Purchaser; or (y) waived by Purchaser on or before the Closing Date;
 
(d)         by Seller, FGWLA or CLAC (i) if there has been a breach on the part of Purchaser of any representation or warranty of Purchaser contained herein or in any certificate or other instrument delivered or furnished to Seller, FGWLA or CLAC pursuant hereto (without regard to any materiality or Purchaser Material Adverse Effect qualifications) such that all such breaches would, individually or in the aggregate, have a Purchaser Material Adverse Effect; or (ii) if there has been any failure on the part of Purchaser to comply with or perform any of its agreements, covenants or obligations hereunder in any material respect and such noncompliance or nonperformance shall not have been (x) cured or eliminated by Purchaser within ten (10) Business Days following receipt by Purchaser of written notice thereof from Seller, FGWLA or CLAC; or (y) waived by Seller, FGWLA and CLAC on or before the Closing Date; and
 
(e)         at any time on or prior to the Closing Date, by mutual written consent of Seller, FGWLA, CLAC and Purchaser.
 
Section 13.02      Survival  If this Agreement is terminated and the transactions contemplated hereby are not consummated as described above, this Agreement shall become null and void and of no further force and effect, except that (a) in the event of a termination of this Agreement because of any breach, the breaching party shall be liable to the other party for all actual damages resulting from such breach, including reasonable attorneys fees, and, if Purchaser is the breaching Party, Seller’s actual, reasonable and verifiable direct costs in connection with the “Landlord’s Work” as defined in the forms of Headquarters Leases; (b) in the event of a termination of this Agreement not because of any breach, Purchaser shall reimburse Seller for one-half of Seller’s actual, reasonable and verifiable direct costs in connection with the “Landlord’s Work” as defined in the forms of Headquarters Leases; (c) the provisions of this Agreement relating to the obligations of the parties hereto to keep confidential and not to use certain information and data obtained from the other parties hereto shall remain in full force and effect; and (d) the provisions of Section 6.09, this Section 13.02 and Article XIV shall remain in full force and effect.
 
ARTICLE XIV
 
GENERAL PROVISIONS
 
Section 14.01      Publicity Except as may otherwise be required by Law or stock exchange requirements, no press release, public announcement or general employee communication concerning this Agreement or the transactions contemplated hereby shall be made by any of the parties hereto without advance approval thereof by Seller,
 
106

 
 FGWLA, CLAC and Purchaser.  The parties hereto shall cooperate with each other in making any press release, public announcement or general employee communication.
 
Section 14.02      Dollar References All dollar references in this Agreement are to the currency of the United States.
 
Section 14.03      Notices Any notice or other communication required or permitted hereunder shall be in writing (including facsimile or similar writing) and shall be deemed given if (i) delivered personally, (ii) sent by overnight courier (providing proof of delivery) or (iii) sent by facsimile, to the parties at the following address:
 
(i)
If to Purchaser:
   
 
Connecticut General Life Insurance Company
 
Two Liberty Place
 
1601 Chestnut Street
 
Philadelphia, PA  19192
 
Attention:
Thomas A. McCarthy
 
Facsimile:
(215) 761-2387
   
 
With a concurrent copy to:
   
 
Connecticut General Life Insurance Company
 
c/o CIGNA Corporation
 
Two Liberty Place
 
1601 Chestnut Street
 
Philadelphia, PA  19192
 
Attention:
D. Timothy Tammany, Esq.
 
Facsimile:
(215) 761-5900
   
 
and
   
 
Skadden, Arps, Slate, Meagher & Flom LLP
 
Four Times Square
 
New York, NY  10036
 
Attention:
Robert J. Sullivan, Esq.
 
Facsimile:
(917) 777-2930
   
(ii)
If to Seller, FGWLA or CLAC:
   
 
Great-West Life & Annuity Insurance Company
 
8515 East Orchard Road
 
Greenwood Village, CO 80111
 
Attention:
Richard G. Schultz, Chief Legal Officer,
 
 
Corporate and Secretary  
   
   
 
Facsimile:
   
 
With a concurrent copy to:
 
 
107

 
 
Dewey & LeBoeuf LLP
 
125 West 55th Street
 
New York, New York  10019-5389
 
Attention:
Donald B. Henderson, Jr.
 
Facsimile:
(212) 649-9405
 
Any party may, by notice given in accordance with this Section 14.03 to the other parties, designate another address or person for receipt of notices hereunder; provided , that notice of such a change shall be effective upon receipt.
 
Section 14.04      En tire Agreement This Agreement (including the Ancillary Agreements, the other agreements contemplated hereby and thereby, the Exhibits and the Schedules hereto) contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral, with respect thereto; provided , however , that the Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to the Closing.
 
Section 14.05      Waivers and Amendment s; Non-Contractual Remedies; Preservation of Remedies.   This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by each of the parties or, in the case of a waiver, by the party waiving compliance.  No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.  The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.  The parties agree that irreparable damage would occur in the event any provision hereof were not to be performed in accordance with its terms and that each party shall be entitled to specific performance of the terms hereof in addition to any other remedies at law or in equity.
 
Section 14.06      Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
 
Section 14.07      Jurisdiction   Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of any court of the United States or any state court which in either case is located in the City of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts, and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth above shall be effective service of process for any action, suit or proceeding brought against it in any such court).  Each party hereby irrevocably and unconditionally waives
 
108

 
 any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in any such court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.  EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY OF THEM AGAINST ANOTHER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR ANY OTHER AGREEMENTS EXECUTED IN CONNECTION HEREWITH OR THE ADMINISTRATION THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN.
 
Section 14.08      Binding Effect; Assignment This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns and legal representatives.  Neither this Agreement, nor any of the rights, interests or obligations hereunder, may be assigned, in whole or in part, by any party without the prior written consent of the other parties hereto and any such assignment that is not consented to shall be null and void; provided , however , that Purchaser shall be permitted to assign any or all of its rights to acquire particular Transferred Assets or Shares.  In the event of such an assignment, Purchaser shall remain primarily liable for all of its obligations hereunder and for all of the obligations of any Affiliate to which it assigned the right to acquire any Transferred Assets or Shares.
 
Section 14.09      Interpretation
 
.                                                (a)         Notwithstanding anything in this Agreement to the contrary, no term or condition of this Agreement shall be construed to supersede, restrict or otherwise limit any term or condition set forth in the Indemnity Reinsurance Agreements.
 
(b)         The parties acknowledge and agree that they may pursue judicial remedies at law or equity in the event of a dispute with respect to the interpretation or construction of this Agreement.  In the event that an alternative dispute resolution procedure is provided for in any of the Ancillary Agreements or any other agreement contemplated hereby or thereby, and there is a dispute with respect to the construction or interpretation of such Ancillary Agreement, the dispute resolution procedure provided for in such Ancillary Agreement shall be the procedure that shall apply with respect to the resolution of such dispute.
 
(c)         For purposes of this Agreement, the words “hereof”, “herein”, “hereby” and other words of similar import refer to this Agreement as a whole unless otherwise indicated.  Whenever the words “include”, “includes”, or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  The terms “transactions contemplated by this Agreement” and “transactions contemplated hereby” shall include the sale and purchase of the Shares and the Transferred Assets, the reinsurance by Purchaser of the Insurance Liabilities, the assumption by Purchaser of the Other Assumed Liabilities, and the execution, delivery and performance by the parties thereto of the Ancillary Agreements and any other agreements contemplated hereby or thereby.  Whenever the singular is used herein, the
 
109

 
same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate.
 
Section 14.10      No Third Party Beneficiaries  Nothing in this Agreement is intended or shall be construed to give any Person (including, but not limited to, the employees of Seller, FGWLA, CLAC or the Seller Subsidiaries), other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.
 
Section 14.11      Counterparts  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
 
Section 14.12      Exhibits and Schedules The Exhibits and the Schedules to this Agreement that are specifically referred to herein are a part of this Agreement as if fully set forth herein.  All references herein to Articles, Sections, subsections, paragraphs, subparagraphs, clauses, Exhibits and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.
 
Section 14.13      Headings The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.
 
 
(The rest of this page is intentionally left blank)
 
110

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
 
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
     
By:
/s/ Raymond L. McFeetors
 
Name:
Raymond L. McFeetors
 
Title:
President and Chief
   
Executive Officer
   
   
By:
/s/ Richard F. Rivers
 
Name:
Richard F. Rivers
 
Title:
Executive Vice President,
   
Healthcare
 

FIRST GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
     
By:
/s/ Raymond L. McFeetors
 
Name:
Raymond L. McFeetors
 
Title:
President and Chief
   
Executive Officer
   
   
By:
/s/ Richard F. Rivers
 
Name:
Richard F. Rivers
 
Title:
Executive Vice President
   
Healthcare
     

 
111


THE CANADA LIFE ASSURANCE COMPANY
 
 
       
By:
/s/ Raymond L. McFeetors
 
 
Name:
Raymond L. McFeetors
 
 
Title:
President and Chief
 
   
Executive Officer
 
     
By:
/s/ Richard F. Rivers
 
 
Name:
Richard F. Rivers
 
 
Title:
Executive Vice President,
 
   
Healthcare
 

 
112

 
 
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
     
By:
/s/ David M. Cordani
 
Name:
David M. Cordani
 
Title:
Chairman of Executive
   
Committee and President


113


Exhibit 12


CIGNA CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

Year Ended December 31,
 
2007
 
2006
 
2005
 
2004
 
2003
                     
Income from continuing operations before income taxes
$
1,631
$
1,731
$
1,793
$
2,375
$
848
                     
Adjustments:
                   
Loss (income) from equity investee
 
(5)
 
1
 
1
 
1
 
4
                     
Income before income taxes, as adjusted
$
1,626
$
1,732
$
1,794
$
2,376
$
852
                     
Fixed charges included in income:
                   
                     
Interest expense
$
122
$
104
$
105
$
107
$
111
Interest portion of rental expense
 
34
 
34
 
36
 
43
 
54
                     
   
156
 
138
 
141
 
150
 
165
                     
Interest credited to contractholders
 
7
 
-
 
1
 
446
 
877
                     
 
$
163
$
138
$
142
$
596
$
1,042
                     
Income available for fixed charges (including interest
                   
credited to contractholders)
$
1,789
$
1,870
$
1,936
$
2,972
$
1,894
                     
Income available for fixed charges (excluding interest
                   
credited to contractholders)
$
1,782
$
1,870
$
1,935
$
2,526
$
1,017
                     
RATIO OF EARNINGS TO FIXED CHARGES:
                   
                     
Including interest credited to contractholders
 
11.0
 
13.6
 
13.6
 
5.0
 
1.8
                     
SUPPLEMENTAL RATIO:
                   
                     
Excluding interest credited to contractholders
 
11.4
 
13.6
 
13.7
 
16.8
 
6.2




Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

Listed below are subsidiaries of CIGNA Corporation as of December 31, 2007 with their jurisdictions of organization shown in parentheses. Those subsidiaries not listed would not, in the aggregate, constitute a “significant subsidiary” of CIGNA Corporation, as that term is defined in Rule 1-02(w) of Regulation S-X.

CIGNA Holdings, Inc. (Delaware)
I.
Connecticut General Corporation (Connecticut)
 
A.
Arbor Reinsurance Company Limited (Bermuda)
 
B.
CIGNA Dental Health, Inc. (Florida)
 
(1)
CIGNA Dental Health of California, Inc. (California)
 
(2)
CIGNA Dental Health of Colorado, Inc. (Colorado)
 
(3)
CIGNA Dental Health of Delaware, Inc. (Delaware)
 
(4)
CIGNA Dental Health of Florida, Inc. (Florida)
 
(5)
CIGNA Dental Health of Illinois, Inc. (Illinois)
 
(6)
CIGNA Dental Health of Kansas, Inc. (Kansas)
 
(7)
CIGNA Dental Health of Kentucky, Inc. (Kentucky)
 
(8)
CIGNA Dental Health of Maryland, Inc. (Maryland)
 
(9)
CIGNA Dental Health of Missouri, Inc. (Missouri)
 
(10)
CIGNA Dental Health of New Jersey, Inc. (New Jersey)
 
(11)
CIGNA Dental Health of North Carolina, Inc. (North Carolina)
 
(12)
CIGNA Dental Health of Ohio, Inc. (Ohio)
 
(13)
CIGNA Dental Health of Pennsylvania, Inc. (Pennsylvania)
 
(14)
CIGNA Dental Health of Texas, Inc. (Texas)
 
(15)
CIGNA Dental Health of Virginia, Inc. (Virginia)
 
(16)
CIGNA Dental Health Plan of Arizona, Inc. (Arizona)
 
C.
CIGNA Health Corporation (Delaware)
 
(1)
Healthsource, Inc.  (New Hampshire)
 
(a)
CIGNA HealthCare of Arizona, Inc. (Arizona)
 
(b)
CIGNA HealthCare of California, Inc. (California)
 
(c)
CIGNA HealthCare of Colorado, Inc. (Colorado)
 
(d)
CIGNA HealthCare of Connecticut, Inc. (Connecticut)
 
(e)
CIGNA HealthCare of Delaware, Inc. (Delaware)
 
(f)
CIGNA HealthCare of Florida, Inc. (Florida)
 
(g)
CIGNA HealthCare of Georgia, Inc. (Georgia)
 
(h)
CIGNA HealthCare of Illinois, Inc. (Illinois) (99.60% with balance
  owned by non-affiliate)
 
(i)
CIGNA HealthCare of Indiana, Inc. (Indiana)
 
(j)
CIGNA HealthCare of Maine, Inc. (Maine)
 
(k)
CIGNA HealthCare of Massachusetts, Inc. (Massachusetts)
 
(l)
CIGNA HealthCare Mid-Atlantic, Inc. (Maryland)
 
(m)
CIGNA HealthCare of New Hampshire, Inc. (New Hampshire)
 
(n)
CIGNA HealthCare of New Jersey, Inc. (New Jersey)
 
(o)
CIGNA HealthCare of New York, Inc. (New York)
 
(p)
CIGNA HealthCare of North Carolina, Inc. (North Carolina)
 
(q)
CIGNA HealthCare of Ohio, Inc. (Ohio)
 
(r)
CIGNA HealthCare of Pennsylvania, Inc. (Pennsylvania)
 
(s)
CIGNA HealthCare of South Carolina, Inc. (South Carolina)
 
(t)
CIGNA HealthCare of St. Louis, Inc. (Missouri)
 
(u)
CIGNA HealthCare of Tennessee, Inc. (Tennessee)
 
(v)
CIGNA HealthCare of Texas, Inc. (Texas)
 
(w)
CIGNA HealthCare of Utah, Inc. (Utah)
 
(x)
CIGNA Insurance Group, Inc. (New Hampshire)
 
(y)
CIGNA Insurance Services Company (South Carolina)
 

 
(z)
Temple Insurance Company Limited (Bermuda)
 
D.
CIGNA Life Insurance Company of Canada (Canada)
 
E.
CIGNA Life Insurance Company of New York (New York)
 
F.
Connecticut General Life Insurance Company (Connecticut)
 
G.
Life Insurance Company of North America (Pennsylvania)
 
(1)
CIGNA & CMC Life Insurance Company Limited (China) (50% with
 
balance owned by non-affiliate)
 
(2)
LINA Life Insurance Company of Korea (Korea)
II.
CIGNA Global Holdings, Inc.  (Delaware)
 
A.
CIGNA Global Reinsurance Company, Ltd. (Bermuda)
 
(1)
CIGNA Holdings Overseas, Inc. (Delaware)
 
(a)
CIGNA Apac Holdings Limited (New Zealand)
 
(i)
CIGNA Hong Kong Holdings Company Limited (Hong Kong)
 
(a)
CIGNA Worldwide General Insurance Company Limited (Hong Kong)
 
(b)
CIGNA Worldwide Life Insurance Company Limited (Hong Kong)
 
(ii)
CIGNA Life Insurance New Zealand Limited (New Zealand)
 
(iii)
CIGNA Taiwan Life Insurance Company Limited (New Zealand)
 
(b)
CIGNA Europe Insurance Company S.A.-N.V. (Belgium) (99.99% with balance owned by an affiliate)
 
(c)
CIGNA European Services (UK) Limited (United Kingdom)
 
(d)
CIGNA Global Insurance Company Limited (Guernsey, C.I.) (99.99% with balance owned by affiliate)
 
(e)
CIGNA Life Insurance Company of Europe S.A.- N.V. (Belgium) (99.99% with balance owned by an affiliate)
 
(f)
CIGNA Seguradora S.A. (Brazil) (99.92% with balance owned by non-affiliate)
 
(g)
RHP Thailand Limited (Thailand)
 
(i)
CIGNA Brokerage Services (Thailand) Limited (Thailand) (74.975% with balance owned by affiliates and non-affiliates)
 
(ii)
CIGNA Non-Life Insurance Brokerage (Thailand) Limited (Thailand) (74.975% with balance owned by affiliates and non-affiliates)
 
(iii)
KDM (Thailand) Limited (Thailand)
 
(a)
CIGNA Insurance Public Company Limited (Thailand) (75% with balance owned by affiliates and non-affiliates)
 
(2)
CIGNA Worldwide Insurance Company (Delaware)
 
(a)
PT. Asuransi CIGNA (Indonesia) (80% with balance owned by non-affiliate)
 
B.
CIGNA International Corporation (Delaware)





Exhibit 23
 

 
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 

 
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-136704 and No. 333-41011) and Form S-8 (No. 33-44371, No. 33-51791, No. 33-60053, No. 333-22391, No. 333-31903, No. 333-64207, No. 333-90785, No. 333-107839,  No. 333-129395, 333-64207 and 333-147994) of CIGNA Corporation of our report dated February 28, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.  


/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 28, 2008
 
 
 

Exhibit 31.1

CERTIFICATION

I, H. EDWARD HANWAY, certify that:

1.      I have reviewed this Annual Report on Form 10-K   of CIGNA Corporation;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:  February 28, 2008
/s/ H. Edward Hanway
 
Chief Executive Officer




Exhibit 31.2

CERTIFICATION

I, MICHAEL W. BELL, certify that:

1.      I have reviewed this Annual Report on Form 10-K of CIGNA Corporation;

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)   designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)   disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:  February 28, 2008
/s/ Michael W. Bell
 
Chief Financial Officer




Exhibit 32.1

Certification of Chief Executive Officer of
CIGNA Corporation pursuant to 18 U.S.C. Section 1350


I certify that, to the best of my knowledge and belief, the Annual Report on Form 10-K of CIGNA Corporation for the fiscal period ending December 31, 2007 (the “Report”):

(1)  
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIGNA Corporation.


 
/s/ H. Edward Hanway
 
H. Edward Hanway
 
Chief Executive Officer
 
February 28, 2008




Exhibit 32.2

Certification of Chief Financial Officer of
CIGNA Corporation pursuant to 18 U.S.C. Section 1350


I certify that, to the best of my knowledge and belief, the Annual Report on Form 10-K of CIGNA Corporation for the fiscal period ending December 31, 2007 (the “Report”):

(1)
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CIGNA Corporation.


 
/s/ Michael W. Bell
 
Michael W. Bell
 
Chief Financial Officer
 
February 28, 2008