This Non-Compete Agreement ("Agreement") is dated as of October 20, 1997, and is between Wilson H.
Taylor, who resides at _______________________________ ___________________ ("Executive") and
CIGNA Corporation, 1650 Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation
WHEREAS, as of October 20, 1997 CIGNA granted to Executive an option to purchase 150,000 shares of
CIGNA Common Stock under the CIGNA Long-Term Incentive Plan (the "Option"), and the People Resources
Committee of CIGNA's Board of Directors provided that the Option shall remain exercisable only until the earlier
of the Option Expiration Date or the end of the period that the non-compete provisions of this Agreement remain
NOW, THEREFORE, Executive and CIGNA, intending to be legally bound and in consideration of the Option
grant and the promises in this Agreement, mutually agree as follows:
1. In addition to the terms defined above, the following definitions apply to the terms used in this Agreement:
a. "Company" means CIGNA Corporation and its subsidiaries and affiliates.
b. "Competitor" means any person or business entity that offers for sale to third parties, in markets that the
Company at the relevant time either serves or is actively planning to serve, any products or services of a type then
provided to customers by the Company.
c. "Option Expiration Date" means October 20, 2007, or any earlier date that the Option expires under the terms
of the Plan and the Option grant letter and Attachment.
d. "Plan" means the CIGNA Long-Term Incentive Plan, as amended.
e. "Restricted Area" means any geographic area where the Company is doing business as of the beginning of the
Restricted Period or has, during the one-year period immediately before the beginning of the Restricted Period,
been actively planning to do business.
f. "Restriction Period" means the period(s) described in paragraph 3.
g. "Retirement Date" shall mean the date of Executive