SPECIAL INCENTIVE COMPENSATION AGREEMENT
This Agreement is dated May 24, 1995, and is between Gerald A. Isom, who resides at 95 Fairview Rd., Penn
Valley PA 19072, (referred to as "Executive") and CIGNA Corporation, 1650 Market Street, Philadelphia,
Pennsylvania 19192, a Delaware corporation (referred to as "CIGNA").
Executive and CIGNA, intending to be legally bound and in consideration of the promises in this Agreement,
mutually agree as follows:
1. DEFINITIONS. The following definitions apply to terms used in this Agreement:
(a) "ADEA" means the Age Discrimination in Employment Act of 1967, as amended.
(c) "CIGNA Company" and "CIGNA Companies" means CIGNA and/or one or more of its majority-owned
subsidiaries and affiliates.
(d) "CIGNA Severance Plan" means the CIGNA Severance Pay Plan and the CIGNA Corporation Severance
Benefits Plan for Members of the Executive Group.
(h) "Company Information" means any knowledge, information or materials about any Company products,
services, know-how, customers, business plans, or confidential information about financial, marketing, pricing,
compensation and other proprietary matters relating to a Company, whether or not subject to trademark,
copyright, trade secret or other protection, whether or not
*REPRESENTS CONFIDENTIAL INFORMATION THAT HAS BEEN OMITTED AND FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION.
developed, devised or otherwise created in whole or in part by the efforts of the Executive, and whether or not a
matter of public knowledge (unless as a result of authorized disclosure).
(j) "Effective Date" means the close of business on the date which is seven
(7) calendar days after the date Executive signs this Agreement.
(k) "INA" means the Insurance Company of North America. *
(l) "PC Business" means CIGNA's Domestic Property and Casualty operations.
(m) "Phantom Share(s)" means one or more shares of phantom stock described in the Special Incentive