SPECIAL INCENTIVE AGREEMENT
This Special Incentive Agreement (“Agreement”) is dated as of March 17, 1998 and is between James G.
Stewart, who resides at ______________, _____________ (“Executive”) and CIGNA Corporation, 1650
Market Street, Philadelphia, Pennsylvania, 19192, a Delaware corporation (“CIGNA”).
Executive and CIGNA, intending to be legally bound and in consideration of the promises in this
Agreement, mutually agree as follows:
1. Effective as of the date of this Agreement:
2. Each Unit is a right to receive a payment of the Unit value on the Payment Date, subject to the conditions in
this Agreement. The “Payment Date” shall be as described in paragraph 4.
3. Each Unit shall have a value equal to the total of:
4. The Unit value under this Agreement shall be paid only as follows:
a. 1,750 restricted shares of CIGNA Common Stock held by the Executive, for which restrictions
described in the CIGNA Corporation Stock Plan (“Plan”) are scheduled to lapse on February 23,
1999 will be surrendered to CIGNA, and Executive, on his own behalf and on behalf of his heirs,
waives any rights regarding such shares; and
b. CIGNA grants Executive 1,750 incentive compensation units ("Units") as described in paragraph 2.
a. The Fair Market Value (as defined in the Plan) on the Payment Date of one (1) share of CIGNA
Common Stock (adjusted as needed in accordance with the antidilution provisions in Article 5 of
b. The total cash value of any dividends that would have been paid on one (1) share of CIGNA
Common Stock (as adjusted in accordance with paragraph 2.a.) from the Date of this Agreement
until the Payment Date; and
c. The total cash value of any interest that would have been paid on any dividends under paragraph
2.b. as if the dividends had actually been paid to the Executive and invested with an annual rate of
return for any year equal to either (i) one hundred twenty percent (120%) of the applicable federal