IMPORTANT NOTICES & INSTRUCTIONS

For Appointment Application & Producer Agreement

CIGNA welcomes your interest in marketing Individual and Small Group products. These Instructions and the attached documents provide what you need to become appointed with CIGNA companies (CIGNA).

The Four Things You Need to Be Qualified To Sell and Receive Commissions:

1. The producer (contracted individual or agency with associated writing individuals) must hold a resident or nonresident state insurance license within the state in which the solicitation, negotiation or sale takes place.

2. The producer (contracted individual or agency with associated writing individuals) must sign a separate Producer Agreement.

3. An Appointment Application must by completed by each individual and any firm the individuals are associated with.

4. CIGNA must process the appointments with the respective states.

“Producer Agreement” This is a generic, non-account specific

agreement that describes the terms between CIGNA and the Producer (contracted individuals as well as agency and associated

writing individuals).

“Appointment Application” This form provides CIGNA with information necessary to process the respective state filing.

Instructions: If you are the writing individual producer and commissions are to be paid to you directly from CIGNA:

Read the Producer Agreement carefully and print, sign & date the signature page of the agreement in your name with your Social Security Number (SSN) (PRINT CLEARLY)

Complete the Appointment Application (PRINT CLEARLY)

For the “Commissions are payable to” information, please check “Ind.” This will be applicable if you are working individually and do not have an Employer Identification Number (EIN) for IRS tax purposes.

You do not need to complete the firm’s commission section if commissions are payable to you directly.

If you are working through a General Agent, please complete the General Agency information as well.

Fax the following documents and cover page to CIGNA - Producer Licensing (800-235-5023)

The signature page of the Producer Agreement only – 1 page

The Appointment Application – 1 page

A copy of your insurance license from the state in which you’re requesting an appointment.

If you are a writing individual producer and commissions are to be paid to an insurance firm rather than you directly:

The firm must complete the Producer Agreement (PRINT CLEARLY)

An officer of the firm must complete the signature page of the Producer Agreement in the name of the firm with the Employer Identification Number (EIN) of the firm identified.

You must complete a separate Producer Agreement (PRINT CLEARLY)

You must complete the Appointment Application (PRINT CLEARLY)

Be certain to include the name, address and tax identification number of the firm.

For the “Commissions are payable to” information, please check “Firm”, this choice is applicable if you have an Employer Identification Number (EIN) for IRS tax purposes.

If you are working through a General Agent, please complete the General Agency information as well.

The appointment application requires information relative to you and the firm. The firm’s information must match the information on the firm’s Producer Agreement.

Fax the following with a cover page to CIGNA - Producer Licensing (800-235-5023).

The signature page from the Producer Agreement FOR BOTH YOU AND THE FIRM.

The Appointment Application

A copy of your state insurance license from the state in which you’re requesting an appointment.

A copy of the firm’s state insurance license from the same state.

Individual & Small Group 06/09

INDIVIDUAL & SMALL GROUP APPOINTMENT APPLICATION

Legal Name: _________________________________________ SSN: ______________________ Home Address: _________________________________________ Date of Birth: ______________________ _________________________________________ Florida Residents, Business Address: _________________________________________ include Resident County: ______________________ _________________________________________ Business Phone: ______________________ Email Address: _________________________________________ Fax Number: ______________________

Commissions are Payable to: Individual Enter SSN:

Firm Enter EIN:

If you are working with or through a General Agent (GA), please enter name and license number of GA: GA Name: GA License #: Please Note: If commissions are payable to the firm, state regulations and CIGNA policy require that both the firm and the writing individual be properly licensed and appointed.) If commissions are payable to a general agent, the agent hereby authorizes CIGNA Corporation and its subsidiaries to pay commissions to the general agent and agrees it will look to the general agent, and not to CIGNA, for payment of all commissions to the extent paid by CIGNA to the general agent Name of Firm: _________________________________________ Tax ID: ______________________________ Firm Address: _________________________________________ _________________________________________ . PLEASE QUALIFY ME TO SELL IN THE FOLLOWING STATE(S): ______________________________________ This is in response to a request for a quote for the following account: ______________________________________ Please be aware that federal and/or state laws may require insurers to obtain an investigative background report prior to licensing or appointing a producer in some states. As a result, CIGNA may obtain an investigative consumer report concerning your background. Upon your written request, CIGNA will provide additional disclosures as to the nature and scope of the investigation, as well as a summary of your rights under the Fair Credit Reporting Act. PLEASE ATTACH A PHOTOCOPY OF YOUR LICENSE(S)

QUESTIONAIRE (Please answer the following questions; include explanations and necessary details on any Yes answers.) 1. Have you ever been convicted of, pled guilty to or declined to defend yourself against, a felony

or misdemeanor of any kind? Yes No

2. Have you ever been involved in a bankruptcy (personal or otherwise), had a salary garnished or had liens or judgments against you?

Yes No

3. Has any federal or state regulatory agency ever found you to have been involved in a violation of federal or state regulations or laws?

Yes No

4. Has any federal or state regulatory agency ever refused, denied, suspended or revoked your registration or license or disciplined you by restricting your activities?

Yes No

5. Has a bonding company denied, paid out on, or revoked a bond for you? Yes No 6. Have you ever been convicted of any criminal felony involving allegations of fraud, dishonesty,

embezzlement, misappropriation or conversion of funds, or a breach of trust? Yes No

7. Have others under your control ever been convicted of any criminal felony involving dishonesty or a breach of trust?

Yes No

I hereby certify that the information given is true and complete to the best of my knowledge. I agree that CIGNA Corporation and its affiliates and subsidiaries, including Connecticut General Life Insurance Company and Life Insurance Company of North America (collectively, CIGNA) may conduct investigations in connection with my request to represent CIGNA as described in the Producer Agreement. I hereby consent to CIGNA requesting and obtaining all information and reports authorized in the Agreement. I understand and specifically authorize a routine inquiry and a report from a consumer reporting agency to be made and any investigation, report or any information available from a state insurance department be obtained

Agent Signature: _________________________________________________________________ Date: ______________

PRODUCER AGREEMENT

Signature Page

THIS AGREEMENT is made as of the ___________ day of _______________ (the “Effective Date”) between the entities listed on Schedule A attached to this Agreement (collectively, the “Company”), and _______________________________ on behalf of itself and its affiliated entities that are licensed producers (collectively, the “Producer”) (collectively the “Parties”). ________________________________represents and warrants that it has authority to sign on behalf of the affiliates and to bind them to the terms of this agreement and that the affiliates are licensed producers. If Producer is a legal entity (i.e.: corporation, partnership), this Agreement is applicable to, and the term “Producer” includes, its employed agents. The Parties have caused this Agreement to be executed in their names either personally or through their duly authorized representatives, as appropriate. In signing this Agreement, Producer (or, if applicable, its authorized representative) acknowledges that he/she has read this Agreement, understands it, and has kept a copy of it. Accepted: ______________________________ ___________________________ Signature of Producer Producer Name (or its Authorized Representative) (Print or type) _______ ______ ______________ OR ___________________________ Producer’s Social Security Number Firm’s Tax Identification Number (Must represent the Producer signing this Agreement) Producer’s Business Address: Street: __________________________________________

City: ___________________ State: ________________ Zip: _________ Producer’s E-Mail Address: _______________________________________________________________________________ (Required) Date Signed: Month: ________________ Day: ___________ Year: ________________ The Company approves the Agreement and agrees to pay Compensation to the Producer, subject to all the provisions of the Agreement. ______________________________________________ ________________ Robert D. Picinich, Authorized Company Representative Date

Sept. 2008 - Page 1 of 19 -

PRODUCER AGREEMENT

WHEREAS, Company is currently, or will be, the issuer of various products, including individual and group insurance policies, HMO health and dental service agreements, Administrative Service Only (ASO) agreements, group life, group disability, and group and blanket insurance policies issued to insure employer-employee groups, and certain international group insurance policies (“Contracts”); WHEREAS, Company and Producer may have previously entered into and/or may hereafter enter into, one or more commission agreements with respect to certain Contracts (“Commission Agreements”); and WHEREAS, Company proposes to authorize Producer to solicit sales of the Company’s Contracts, subject and pursuant to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the covenants and mutual promises herein contained and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows: A. DEFINITIONS

1. Charges - Means premiums, premium equivalents, administrative fees, or prepaid fees received by the Company in connection with Contracts.

2. Compensation - Means commissions and/or service fees and any other compensation or

consideration including non-monetary consideration that would be considered compensation under federal or state law that is based upon Charges and/or an employee or member-based census calculation, depending on the Contract sold by Producer.

3. Customer - Means the person, corporation, partnership, association, multiple employer

trust, union, or other legal entity to which a Contract has been sold. 4. Party or Parties - Means the Company and/or Producer, as the case may be.

B. AUTHORIZATIONS 1. Company hereby authorizes Producer to solicit sales of Contracts from prospective

Customers although nothing in this Agreement shall create, or be construed to create, an exclusive authority to represent the Company or to effect sales of Contracts.

2. Producer hereby authorizes the Company to conduct an investigation relating to

Producer’s background and qualifications. Producer understands that such investigation may include contacting Producer’s employer, verifying residence and reviewing criminal, credit, education and state insurance records.

C. REPRESENTATIONS

1. Producer and Company each represent to the other that it has full power and authority to enter into this Agreement.

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PRODUCER AGREEMENT

2. Producer represents to Company that Producer (and, if applicable, its affiliates on whose

behalf it is acting hereunder and its and their employed agents) is licensed under state insurance or other laws to the extent required under this Agreement and shall be duly appointed to solicit, sell and/or negotiate benefits of Contracts by Company as required or appropriate under state insurance laws.

3. Producer represents that Producer (and, if applicable, its affiliates on whose behalf it is

acting hereunder and its and their employed agents) has never been the subject of any arrest, warrant for arrest, indictment, charge of any kind, or conviction for any felony or any crime or offense involving fraudulent or dishonest practices, or breach of a fiduciary duty.

4. Producer represents to Company that Producer (and, if applicable, its affiliates on whose

behalf it is acting hereunder and its and their employed agents), to the best of its knowledge, is not currently the subject of any disciplinary proceeding by any federal or state governmental authority which could result in a decision, determination or judgment adverse to Producer such that Producer’s ability to perform its obligations under this Producer Agreement could be affected materially or could prevent Producer from doing business in the same manner as being done presently or as contemplated under this Agreement.

5. Producer acknowledges and agrees that Producer has a continuing obligation to notify

Company in writing within seven (7) business days if any of the above-referenced representations change.

D. EXPRESS CONDITIONS

1. Producer (and, if applicable, its affiliates on whose behalf it is acting hereunder and its and their employed agents) will maintain in full force and effect any and all required licenses and secure any and all necessary appointments with the Company as required or appropriate under state insurance laws. Producer agrees to provide the Company with a copy of all of Producer’s applicable licenses upon Company’s request.

2. At all times that this Agreement is in force, Producer agrees to maintain, at its own

expense, errors and omissions insurance issued by an insurance carrier deemed acceptable to Company. Such insurance shall be written on an occurrence basis in an amount not less than $50,000 per occurrence and $250,000 annual aggregate. A copy of such policy shall be furnished to Company upon request.

E. COMPLIANCE WITH LAWS

1. Producer agrees to comply with all applicable state, federal, foreign, and other laws, as well as the rules and regulations of the appropriate regulatory agencies.

2. Company shall be responsible for the payment of state insurance appointment fees and

any renewals thereof as shall be necessary for Producer to sell or solicit the sale of Contracts.

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PRODUCER AGREEMENT

3. Producer shall be responsible for the payment of resident and non-resident state insurance

license fees and any renewals thereof as shall be necessary for Producer to sell or solicit the sale of Contracts.

4. In the event that any state or federal regulatory authority determines, or Company

reasonably determines, that the terms of this Agreement violate any state or federal law or regulation, this Agreement will be reformed to comply with that law or regulation.

F. DUTIES OF THE PRODUCER

1. Producer shall be responsible for offering Contracts (on a non-exclusive basis) for sale in accordance with the terms of this Agreement and in accordance with applicable law.

2. All applications for Contracts shall be made on the appropriate application forms

supplied by Company and Producer shall ensure the completeness and correctness of such application. Producer shall promptly forward to Company all applications found complete together with the full amount of the initial Charges received with the applica-tions. Producer acknowledges that Company reserves the right to reject any application and return any payment in connection with an application which is rejected. Producer further agrees to inform every applicant that Company will rely upon said health representations in the underwriting process, and that the subsequent discovery of material facts known to applicant and either not disclosed or misrepresented may result in the rescission of any benefit contract or policy entered into by Company. Producer will also inform the applicant that in no event will the applicant have any coverage unless and until the application is reviewed and approved by the Company and a benefit contract or policy is issued.

3. Producer shall direct all applicants to pay the initial Charges on Contracts in the form of a

check or wire transfer made payable as directed by Company, and cause prompt delivery of such payments, together with all applications, forms and any other required docu-mentation and to cause proper delivery of the Contracts to Customers, where authorized by Company, upon receipt of the full amount of the initial Charges.

4. Producer shall assist in the installation of Contracts, assist Customers in maintaining

proper administrative procedures and provide ongoing consultative services to Customers.

5. Producer shall keep thorough, current and correct records and books of accounts

transactions covered by this Agreement and shall preserve and hold all documents, correspondence and records that come into its possession or under its control relating to Contracts for a period not less than seven (7) years. All books of accounts, documents, correspondence and records of the Producer shall belong to the Producer but shall be open to reasonable inspection by a duly authorized representative of the Company during normal business hours upon twenty-four (24) hours advanced notice while this Agreement is in effect or within seven (7) years after termination thereof.

Sept. 2008 - Page 4 of 19 -

PRODUCER AGREEMENT

6. Producer shall promptly notify Company of any material complaint or inquiry of any type

that may involve the Producer or the Company.

7. Producer agrees to furnish the Company with all information available to Producer necessary to enable the Company to comply with its obligation under this Agreement and applicable law, including, but not limited to, licensing information and information regarding Producer’s and, if applicable, Producer’s affiliates on whose behalf it is acting hereunder and its and their employed agents’ producer status with a Customer.

8. Producer agrees that all persons enrolled under this Agreement shall be billed directly by

Company, and not through any intermediary, including the Producer, unless expressly authorized otherwise in writing by Company.

9. Producer agrees that this Agreement does not give Producer any power or authority other

than as expressly granted herein and no other or greater power shall be implied from the grant or denial of powers specifically mentioned herein.

10. Producer shall forward to Customers in a timely manner all policies, riders, contracts,

quotes, proposals, notices, caveats, disclosures, reports and other information and materials from Company that relate to or may affect coverage or services provided or proposed to be provided to Customers by Company or that Company may request be forwarded to Customers.

G. LIMITATIONS ON PRODUCER’S AUTHORITY

Except as otherwise approved by Company in writing, Producer is not authorized to:

1. accept any risks on behalf of the Company; 2. make any promise or agreement on behalf of Company; 3. bind or commit Company in any way; 4. incur any expense, indebtedness or liability in the name of Company; 5. make, alter, waive or discharge any of the terms, rates, proposals, limitations or

conditions of any application or Contract issued, or to be issued, by the Company; 6. receive any monies due or to become due to the Company except the initial Charges

or deduct Compensation from the initial Charges received; 7. waive any forfeiture or extend the time for making payment of any Charges; 8. adjust or settle any claims; or 9. enter into any proceeding in a court of law or before a regulatory agency in the name

of or on behalf of Company including acceptance of legal process on behalf of Company, but where Producer is named with Company, Producer must retain its own counsel.

H. INDEPENDENT CONTRACTORS

1. Producer shall, in its sole discretion, select the Customers from which it will solicit applications for Contracts as well as the time, manner and place of solicitation. Except as expressly provided in this Agreement, Company may not direct or control Producer's activities or manner of performance under this Agreement.

Sept. 2008 - Page 5 of 19 -

PRODUCER AGREEMENT

2. f an independent contractor. The relationship of Producer to Company shall be that o

Nothing in this Agreement shall create or be construed to create the relationship of employer and employee, master and servant or co-venturers between Company and Producer.

3. this Agreement shall create or be construed to create an exclusive authority of Nothing in

Producer to represent Company or to effect sales of the Contracts.

I. SALES PROMOTION MATERIALS 1. In representing the Company, Producer shall utilize only sales materials previously

and shall adhere to all Company policies, rules and

2. other Party in any way or

manner without the other Party’s prior written consent and then only as specifically

J. CO

authorized in writing by the Companyregulations in regard to sales and enrollment, and shall in no way misrepresent the Company or its Contracts and related products and services.

Neither Party shall use the name, trademark or logo of the

authorized in writing by the other Party.

MPENSATION 1. Producer agrees to provide the Company with a valid and current Producer of Record

pany’s Customer Acknowledgement Form for each group Customer for

2.

(a) For international group Contracts, subject to the satisfaction of the applicable provisions, terms and conditions contained herein, the Company agrees to pay the

(b) small group

Contracts, which are discussed in subsection (c) below), the Company agrees to pay

(c) F ps with 1-50

eligible employees), Company will pay Producer first year and renewal commissions

letter and/or Comwhich Producer seeks Compensation. For ASO accounts, the Customer must submit a letter or Company’s Customer Acknowledgment Form to the Company stating the requested Compensation to the Producer. Company will not recognize retroactive transfers or appointments of a Producer of Record.

Producer Compensation at the rates set forth in the respective Commission Agreements entered into by and between the Parties from time to time.

For insured and HMO health/dental group Contracts (except for

the Producer Compensation in accordance with the negotiated rate or the Company’s schedule, based on Charges paid to the Company by the group Customer and/or an employee or member-based census calculation. For ASO group Contracts, the Producer shall be allowed Compensation as determined by the group Customer. Group Customers may direct the Company to exclude its policies or agreements from any override or similar compensation program.

or medical policies and products for individuals and small groups (grou

in accordance with the applicable commission schedules posted on

Sept. 2008 - Page 6 of 19 -

PRODUCER AGREEMENT

CIGNAforBrokers.com. The posted commission schedules will be in accordance with Section J.5 of this Agreement.

subject to change

) For group life, group disability, and group and blanket insurance policies issued to

(i) Company shall pay to Producer such compensation as may be authorized by

ject to

(ii) Producer’s entitlement to commissions with respect to any Contract shall be

er in

(iii) Company may, through schedules established from time to time, offer

uch

In the

e

3. harges for any given year are the total Charges due and paid to the Company for the

4. Compensation will be payable only from the later of (a) the effective date of the Contract,

5. its sole discretion, the Company reserves the right to modify Compensation rates on a prospective basis hereunder upon thirty (30) days’ prior written notice.

(dinsure employer-employee groups:

policyholders from time to time in writing. Any change in such compensation following the effective date of a policy shall be subCompany’s approval;

contingent on (i) obtaining and maintaining on file with Company written appointment from the policyholder of Producer as its sole consultant or broker of record; and (ii) servicing of the Contract in a satisfactory mannaccordance with the terms of this Agreement; and,

supplemental compensation programs in which Producer may qualify pursuant to the terms thereof for providing such services and meeting sother requirements as may be imposed thereunder. Any payments made under such programs shall be in Company’s discretion, and Company’s determinations shall be final and binding. Producer may decline to participate in such programs by making written request to Company.event that Producer has declined to participate, it may thereafter request that it be permitted to participate by written request to Company, which shall be subject to approval by Company in its discretion. Producer acknowledges and understands that Company may report the amount of any payments madthereunder, whether or not Company is required by law or regulation to do so.

CContract in force during such year less any Charges refunded by the Company to a Customer applicable to such year. Any and all expenses incurred by the Company to recover overdue Charges from a Customer, for purposes of calculating Compensation to be paid to Producer, shall be deducted from the Charges.

(b) the effective date of the state license, (c) the specific effective date of a change specified by a Customer when it has prospectively designated a new producer of record; or (d) notice from a Customer designating a new producer of record, which notice will be effective on the later of the effective date specified in the notice or the first day of the month following the date the Company receives the notice. In

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PRODUCER AGREEMENT

6. long as (a) this Agreement remains in effect; (b) Producer is continuously and actively engaged as a

7. payable to an individual Producer or a Producer firm which is a sole

proprietorship shall accrue and be payable after the death of the Producer.

8. Agreement, or in states or for Customers for which this Agreement is no longer effective (see Section O

9. have the right to offset against and recoup from any sums due

Producer any indebtedness, matured or unmatured, absolute or contingent, of Producer or

10. r

allow any rebate of Compensation or Charges in any manner whatsoever, directly or

11. ng or prospective Customer prior to

the renewal or sale to such existing or prospective Customer any compensation Producer

Compensation will continue to be paid with respect to a Contract so

licensed agent and/or otherwise complies with requisite state statutes and/or regulations; (c) Producer continues to represent the Company; (d) Producer continues to represent and serve the Customer(s) in a manner consistent with this Agreement; (e) Producer continues to have a valid and current Producer of Record letter for each group Customer; and (f) each group Customer continues to have participants enrolled in benefit plans funded or administered by the Company pursuant to its group Contract for which Charges are paid to the Company.

No Compensation

No Compensation shall accrue and be payable after the termination of this

of this Agreement).

The Company shall

its affiliates, to Company and its affiliates, whether or not arising under this Agreement.

Producer shall under no circumstances whatsoever pay or offer to pay any Customer, o

indirectly, except to the extent allowed by law.

Producer agrees to disclose in writing to each existi

may be eligible to receive from the Company in connection with the placement or servicing of the Customer’s business, including, if possible, a reasonable estimate of the amount of such compensation or the basis upon which it will be determined, as well as the nature of any material business relationship that producer has with the Company. Producer will provide to Customers any additional disclosure and obtain any acknowledgement required under applicable state or federal law, including ERISA. Upon request by Company, Producer will provide Company with a copy of such disclosures and any acknowledgement by Customer as well as any confirmation of disclosure to Customers as may be required by Company as a condition of payment of any compensation. If Customer requests information from the Company regarding compensation paid to Producer or for which Producer may be eligible, Company may forward such request to Producer and Producer shall promptly provide the requested information to Customer. Producer shall also respond promptly to any request by a Customer for information regarding compensation paid to Producer or for which Producer may be eligible. If Producer fails to make the disclosure required by this Agreement, any disclosure required by law or obtain any acknowledgement required by law, in addition to any other available remedies, Producer shall not be entitled to compensation that was not disclosed and/or, if required, acknowledged by Customer. In

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PRODUCER AGREEMENT

addition, the Company may disclose to Customer all compensation paid to Producer or for which Producer may be eligible in accordance with Company’s policies on producer compensation disclosure and in accordance with applicable state or federal law. All disclosures may include certain non-monetary compensation.

Should the Company make an overpayment of Compensation

12. to Producer for any reason (including, but not limited to, overpayments resulting from a refund of Charges on any

K. IND OUP (1-50) MEDICAL POLICIES AND PRODUCTS

Contract sold hereunder or from Compensation payments after Producer is no longer a Customer’s producer of record), Producer shall repay, on demand, such overpayment or, in accordance with paragraph 9 of this Section, the Company may offset such overpayment against other Compensation due and payable to Producer. Producer shall reimburse the Company for all expenses incurred by the Company, including, but not limited to, collection agency and/or legal fees, if any, to obtain reimbursement of the overpayment from Producer.

IVIDUAL AND SMALL GR 1. Producer shall use best efforts to ensure that each application for coverage is fully and

ly to

2. nless and until the application is reviewed and approved by the Company and a benefit

e

3. ovide applicants with all appropriate disclosures, including disclosure

that their actual rates may exceed standard rates and on matters such as coverage

der this

o

4. ucer of record changes

on small groups only after the applicable group Contract has been in place for more than

truthfully completed by the applicant and the completed application fully and accuratediscloses the circumstances, including the health conditions and other information used determine eligibility, of persons for whom coverage is sought. Producer further agrees toinform every applicant that Company will rely upon the information and representations in the quoting and underwriting process, and that the subsequent discovery of material facts known to the applicant or Producer, and not disclosed or misrepresented, may resultin the rescission or re-rating of any benefit contract or policy entered into by Company. Producer will inform each applicant that in no event will applicant have any coverage ucontract or policy is issued and that rates are not finalized until coverage is issued by thCompany. Producer shall disclose to individual and small group applicants the full rangeof possible underwriting and premium outcomes at the time an initial quote is presented to the applicant.

Producer shall pr

exclusions, rate changes caused by census or other changes during the quoting and salesprocess, and declining coverage. Producer shall make the disclosures required unparagraph on or before requesting Company to produce an initial quote. If Producer independently generates quotes for individual or small groups, Producer shall disclose all information obtained by Producer with respect to these applicants to Company prior treleasing any quote. Any breach of any provision of this Section K by Producer shall entitle the Company to immediately terminate this Agreement.

Unless waived by the Company, the Company will recognize prod

1 year. Further, unless waived by the Company, the Company will not recognize producer of record changes on policies issued to individuals. Company reserves the

Sept. 2008 - Page 9 of 19 -

PRODUCER AGREEMENT

right, in its sole discretion, to refuse to recognize any change in producer of recorddesignation by a group or individual, including but not limited to groups and individuhaving coverage with Company through an association, affinity group, or similar arrangement with Company.

als

. Producer agrees to provide its signature on all requests for e-signatures within 2 business days of request by Company. Company may, at its discretion, remove Producer as the

L. C RITY STANDARDS

5

broker of record if Producer fails to comply with this requirement.

ONFIDENTIALITY OF INFORMATION/PRIVACY and SECU(HIPAA)

1. Definitions:

d Health Information” shall mean Individually Identifiable Health Information transmitted or maintained in any form or medium that Producer

(b) an information that is a subset of health information, including demographic information collected

care to an individual; or the past,

(iii

ber and/or Social Security number.

(c) “Csystems, services and methodologies; the Company’s rates, negotiated

(a) “Protecte

creates or receives from or on behalf of the Company in the course of fulfilling its obligations under this Agreement. "Protected Health Information" shall not include (i) education records covered by the Family Educational Rights and Privacy Act, as amended, 20 U.S.C. §1232g, (ii) records described in 20 U.S.C. §1232g(a)(4)(B)(iv), and (iii) employment records held by a covered entity in its role as employer.

“Individually Identifiable Health Information” shall me

from an individual, and

(i) is created or received by a health care provider, health plan, employer, or health care clearinghouse; and

(ii) relates to the past, present, or future physical or mental health or condition of an individual; the provision of healthpresent, or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual; and

) relates to identifiable non-health information including but not limited to an individual’s address, telephone num

onfidential Information” shall mean the Parties’ proprietary programs,

contract rates (including with its vendors, as well as hospital, physician, and other provider agreements); and either Party’s customer lists, lists of employees and agents, sales and marketing plans, and operating procedures. “Confidential Information” shall not include (i) records covered by the

Sept. 2008 - Page 10 of 19 -

PRODUCER AGREEMENT

Family Educational Right and Privacy Act, as amended, 20 U.S.C. §1232g and (ii) records described in 20 U.S.C. §1232g(a)(4)(B)(iv).

) “Privacy Standards” shall mean the Health Insurance Portability and

) “Secretary” shall mean the Secretary of the Department of Health and

(f) “Electronic Protected Health Information” means Protected Health

(g) "“Electronic Media"” means (1) electronic storage media including memory

(h) “Security Incident” means the attempted or successful unauthorized access,

2. Producer may use Protected Health Information or Confidential Information to carry out

. Producer shall enter into an agreement with any agent, subcontractor or other third party

that will have access to Protected Health Information or Confidential Information that is

(dAccountability Act of 1996 (HIPAA) and the regulations promulgated thereunder, including the Standards for Privacy of Individually Identifiable Health Information (45 C.F.R. Parts 160 and 164).

(eHuman Services.

Information that is transmitted by or maintained in Electronic Media.

devices in computers (hard drives) and any removable or transportable digital memory medium, such as magnetic tape card; or disk, optical disk, or digital memory card; or (2) transmission media used to exchange information already in electronic storage media. Transmission media include, for example, the internet (wide-open), intranet (using internet technology to link a business with information accessible only to collaborating parties), leased lines, dial-up lines, private networks, and the physical movement of removable transportable electronic storage media. Certain transmissions, including of paper, via facsimile, and of voice, via telephone, are not considered to be transmissions via an electronic media, because the information being exchanged did not exist in electronic form before transmission.

use, disclosure, modification, or destruction of information or interference with system operations in an information system.

the obligations of Producer set forth in this Agreement or as required by law, subject to the provisions of this Section. Producer shall ensure that its directors, officers, employees, contractors and agents do not use Protected Health Information or Confidential Information received from Company or the Customer or employees or dependents covered under the Contracts in any other manner and that they do not use it in any manner that would constitute a violation of the Privacy Standards if used in a similar manner by Company. Producer shall not use Protected Health Information for the purpose of creating de-identified information that will be used for any purpose other than to carry out the obligations of Producer set forth in this Agreement or as required by law.

3

Sept. 2008 - Page 11 of 19 -

PRODUCER AGREEMENT

received from, created or received by Producer on behalf of Company pursuant to which such third party agrees to be bound by restrictions, terms and conditions that are substantially the same as those that apply to Producer pursuant to this Agreement with respect to such Protected Health Information or Confidential Information.

Producer agrees that it will implement appropriate safeguards to preve

4. nt the use or disclosure of Protected Health Information or Confidential Information in any manner

5. e of a disclosure of

Protected Health Information or Confidential Information in violation of this Agreement

6. (5) business days of a request by Company for access to Protected Health

Information, Producer shall make available to Company such Protected Health

7. ny for the amendment

of an individual’s Protected Health Information, Producer shall incorporate any such

8. a

request for an accounting of disclosures of Protected Health Information regarding an

9. t an appropriate recordkeeping process to enable it to

comply with the requirements of this Section.

other than pursuant to the terms and conditions of this Agreement.

Producer shall, within five (5) business days of becoming awar

by Producer, its officers, directors, employees, contractors or agents or by a third party to which Producer disclosed Protected Health Information or Confidential Information pursuant to paragraph 2 of this Section of the Agreement, report any such disclosure to Company.

Within five

Information for so long as such information is maintained. In the event any individual requests access to Protected Health Information directly from Producer, Producer may not deny access to the Protected Health Information requested. Rather, Producer shall, within two (2) business days, forward such request to Company.

Within ten (10) business days of receipt of a request from Compa

amendments in the Protected Health Information that Producer maintains. In the event that an individual’s request for the amendment of Protected Health Information is made directly to the Producer, Producer may not deny the requested amendment. Rather, Producer shall, within two (2) business days, forward such request to Company.

Within ten (10) business days of notice by Company to Producer that it has received

individual or Confidential Information during the six (6) years prior to the date on which the accounting was requested, Producer shall make such information regarding its disclosures available to Company as is required for Company to make the accounting. At a minimum, Producer shall provide Company with the following information: (i) the date of the disclosure, (ii) the name of the entity or person who received the Protected Health Information or Confidential Information, and, if known, the address of such entity or person, (iii) a brief description of the Protected Health Information or Confidential Information disclosed, and (iv) a brief statement of the purpose of such disclosure that includes an explanation of the basis for such disclosure. In the event the request for an accounting is delivered directly to Producer, Producer shall within two (2) business days forward such request to Company.

Producer hereby agrees to implemen

Sept. 2008 - Page 12 of 19 -

PRODUCER AGREEMENT

Producer hereby agrees to make its internal p10. ractices, books and records relating to the use and disclosure of Protected Health Information or Confidential Information received

11. feasible, Producer shall return or destroy all Protected Health Information or Confidential Information received from, or created or

12. ance

date for the Security Standards and at all times thereafter, Producer shall comply with the

d technical safeguards that

from, or created or received by Producer on behalf of, Company available to the Company and to the Secretary for purposes of determining Company’s and Producer’s compliance with the Privacy Standards.

At termination of this Agreement, if

received on behalf of, Company that Producer maintains in any form and shall not retain any copies of such information, or if such return or destruction is not feasible, extend the protections in this Agreement to such information and limit further uses and disclosures to those purposes that make the return or destruction of such information infeasible.

With respect to Electronic Protected Health Information, no later than the compli

requirements of the HIPAA Security Standards set forth in 45 C.F.R. Parts 160 and 164, Subpart C (“Security Standards”), and, in particular, shall:

a) Implement administrative, physical, anreasonably and appropriately protect the confidentiality, integrity, and availability of the Electronic Protected Health Information that Producer creates, receives, maintains, or transmits on behalf of Company as required by the Security Standards;.

b) Ensure that any agent, including a subcontractor, to whom Producer provides such information agrees to implement reasonable and appropriate safeguards to protect it; and

c) Report to Company any Security Incident of which it becomes aware.

13. Producer l ny penalties, losses, claims, damages or liabilities (or actions in respect thereof) to which

14. shall survive the termination of this Agreement.

M. G

sha l indemnify the Company and hold it harmless from and against a

the Company may become subject insofar as such penalties, losses, claims, damages or liabilities (or actions in respect thereof) that arise out of or are based upon any unauthorized use or disclosure of Protected Health Information or Confidential Information by the Producer.

This confidentiality provision

ASSI NMENT 1. Producer shall not assign any rights or delegate any duties under this Agreement,

not limited to a sale, merger or acquisition of Producer or disposition of the

including butassets of Producer, unless the Producer has obtained the prior written consent of the Company, which consent shall not be unreasonably withheld, and Company shall not be obligated to make any payment under this agreement to any other person or entity as a result of any sale, merger, acquisition or disposition in the absence of Company’s express written consent to do so.

Sept. 2008 - Page 13 of 19 -

PRODUCER AGREEMENT

2.

original or a certified copy thereof shall be delivered to the Company, and the Company does not assume responsibility for, or guarantee the validity

3.

r controlled by, or shares common ownership or control with, the Company. Should the Company assign its rights or delegate its duties to

4.

liable with the purchaser/transferee for all premium remittances received and all debts and obligations incurred under this Agreement, unless otherwise

N. EFF

The Company shall not be bound by any assignment of the Compensation payable under this Agreement until the

or sufficiency of, any such assignment.

The Company may assign its rights or delegate its duties under this Agreement to any entity that owns, controls, or is owned o

any other entity, the Company shall provide Producer with thirty (30) days prior written notice of that event.

In the event of a transfer of ownership of Producer’s business, Producer shall remain jointly and severally

agreed to in writing by Company.

ECTIVE DATE s Agreement shall be effective as oThi f the Effective Date and shall thereafter remain in full

force and effect unless terminated as provided in Section O below.

O. TERMINATION/EFFECTIVENESS OF AGREEMENT 1. This Agreement may be terminated after the effective date of this Agreement:

(a) by mutual written consent of the Parties; (b) upon thirty (30) days prior written notice by one Party to the other Party

(unless additional time for notice is required by applicable law);

(c) immediately by the Company, if based upon the Company’s investigation of Producer’s background and qualifications pursuant to Section B, Company does not appoint Producer to sell its Contracts;

(d) immediately upon the Producer’s death or total disability (physical or

mental) or adjudication of incompetence if Producer is an individual;

(e) immediately upon the Producer’s dissolution if Producer is a legal entity (e.g., corporation or partnership); or

(f) immediately by the Company if Producer does any of the following:

(i) violates state insurance laws or regulations; (ii) knowingly misrepresents the provisions, benefits or

Charges of any Contract; (iii) commingles, withholds or misappropriates funds or

other property of Company;

Sept. 2008 - Page 14 of 19 -

PRODUCER AGREEMENT

(iv) commits a fraudulent act or other malfeasance in the

performance of duties under this Agreement; (v) breaches any material provision of this Agreement; or (vi) y with a copy of Producer’s does not provide the Compan

applicable insurance licenses within ten (10) days of the Company’s request for such.

2. This Agreement shall not b

revoked, suspended, or otherwis

3 This Agreement shall not be effective with respect to a specific group Customer as of the

spective effective date for the change is not otherwise received by the Company from the group Customer).

4.

efault. P. A

e effective in any state where any of Producer’s licenses are e made invalid.

first day of the month following notice to the Company from the group Customer that it has a new producer of record (if a specific, pro

Termination shall not be Company’s exclusive remedy, but shall be cumulative with all other remedies available at law or in equity. A failure to terminate this agreement shall not be a waiver to do so with respect to any past, current, or future d

MENDMENTS 1.

quire that this Agreement be changed, altered or modified, then the Company shall notify Producer and

Company and Producer shall continue to

2.

3. The Company may amend this Agreement by providing prior written notice to Producer.

llowing receipt of notice shall constitute Producer's acceptance thereof. Notification to the Company of rejection of any proposed amendment means that this

4.

ome Office and the Producer (or, if applicable, an authorized representative of the Producer).

Q. IND

In the event that state or federal law or regulation, or an arbitration or judicial interpretation of same, or any regulatory or enforcement action should re

provide such required amendment, and the perform services under this Agreement as modified.

The schedule to this Agreement may be amended from time to time by the Company as appropriate.

Failure of Producer to object in writing to any such proposed amendment within thirty (30) days fo

Agreement shall remain in force without the proposed amendment.

Except as provided above, this Agreement may be amended in writing from time to time as the Parties shall agree, but no amendment under this paragraph shall be valid unless signed by an authorized representative of the Company based at its H

EMNIFICATION Producer agrees to indemnify and hold Company, its respective affiliates and subsidiaries and their respective officers, directors, and employees harmless from any

1. damage and

against any liability for loss, cost, expenses, fines, penalties, including punitive or s and all costs of defense, including reasonable attorney’s fees: (i)

resulting from any act, error or omission, whether intentional or unintentional, by exemplary damage

Sept. 2008 - Page 15 of 19 -

PRODUCER AGREEMENT

Producer and its officers, directors, employees and agents related to or which arise out of the business covered by this Agreement; (ii) resulting from any obligation, act or transaction created or performed by Producer in violation of, in excess of, or in contravention of the duties, obligations, power and authority of the Producer set forth in this Agreement; or (iii) arising out of or in connection with any unauthorized use or disclosure of Protected Health Information or any failure in security measures affecting Protected Health Information or any other material breach of the terms of this agreement by Producer or any person or entity under Producer’s control. Producer’s obligation to indemnify Company will survive the expiration or termination of this agreement. Company may, at its option, conduct the defense or settlement of any such action arising as described herein, and Producer shall fully cooperated with such defense.

Producer expressly authorizes Company, without precluding Company from exercising any other remedy it may have, to charge against all compensation due or to become due to Producer under this Agreement any monies paid or liabilities incurred by Company by reason of any occurrence described in this Section.

2.

R. ENTIRE AGREEMENT

Agreement, the Schedule attached hereto and any written amendment hereto constitute ntire agreement between Producer and the Company concerning the matters described in d supersede all previous agreements entered into

Thisthe eit an between the Parties regarding the solicitation and sale of Contracts. In the event of any conflict between this Agreement and a

his Agreement shall control. S.

Commission Agreement, t

SEVERABILITY If any provision of this Agreement shall be held to be invalid, void or otherwise unenforceable, the Parties agree it shall in no way affect, impair or invalidate any other provision hereof, and such other provisions shall remain in full force and effect.

SITION T. NON-WAIVER PO

each.

Failure of any Party to require performance of any provision of this Agreement shall not constitute a waiver of the right to enforce such provision at a later time. Waiver of any breach of any provision hereof shall not constitute a waiver of any succeeding br

U. SURVIVABILITY

In addition to those provisions which by their terms survive expiration or termination of this Agreement, Paragraphs 5, 6 and 7 of Section F, Section G, Paragraphs 10 and 12 of Section J, Section L, Section M, Section Q, Section V, Section W and Section X shall survive expiration or termination of this Agreement, regardless of the cause giving rise thereto.

iration does not affect rights and obligations that arose or accrued prior to

V.

Termination or exptermination.

GOVERNING LAW This Agreement shall be governed by, and shall be construed in accordance with, the laws of the State of Delaware without regard to principles of conflicts of law.

Sept. 2008 - Page 16 of 19 -

PRODUCER AGREEMENT

W. DISPUTE RESOLUTION

1. It is understood and agreed that any dispute, controversy or question arising from or

ively pursuant to the llowing mandatory Dispute Resolution procedures, provided however that the Producer

any dispute resolution relating to a claim under this Agreement

2.

eceiving party shall submit a written response. Both

3.

r Arbitration, and which to the extent of

4.

de the other party with a copy of the papers filed

5.

relating to the performance or interpretation of this Agreement, the breach thereof, or the subject matter thereof (“Controversy”) shall be resolved exclusfomay not initiate disputefewer than 60 calendar days or more than 3 years after due proof of such claim is furnished to the Company.

Any Controversy between the parties arising shall first be referred for Executive Review. The disputing party shall initiate Executive Review by giving the other party written notice of the Controversy, and shall specifically request Executive Review of said Controversy in such notice. Within twenty (20) calendar days of any party's written request for Executive Review, the rthe Notice and Response shall include a statement of each party's position and a summary of the evidence and arguments supporting its position. Within thirty (30) calendar days of any party's request for Executive Review, an executive level employee of each party shall be designated by the party to meet and confer with his/her counterpart to attempt to resolve the Controversy.

In the event that a Controversy has not been resolved within 60 calendar days of the request for Executive Review under paragraph 2 above, the Controversy shall be settled exclusively by binding arbitration. The arbitration shall be conducted in Wilmington, Delaware in accordance with the American Health Lawyers Association Alternative Dispute Resolution Service Rules of Procedure fothe subject matter of the arbitration, shall be binding not only on all parties to the Agreement, but on any other entity controlled by, in control of or under common control with the party to the extent that such affiliate joins in the arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall assume its own costs and attorneys fees, and the compensation and expenses of the mediator and any administrative fees or costs shall be borne equally by the parties. The decision of the arbitrator shall be final, conclusive and binding, and no action at law or in equity may be instituted by either party other than to enforce the award of the arbitrator.

The parties may use temporary injunctive relief for the purpose of seeking to preserve the status quo pending arbitration. However, if either party pursues temporary injunctive relief, that party will give notice to the other party at least twenty-four (24) hours prior seeking that relief. In addition, the party seeking relief will inform the other party of the time and place of the hearing and proviin support of the motion for temporary injunctive relief.

This Section W shall survive the termination of this Policy.

Sept. 2008 - Page 17 of 19 -

PRODUCER AGREEMENT

X. IMITATION OF LIABILITYL

equential, punitive or special amages for any cause arising out of or related to this Agreement. It is expressly agreed that

oducer for any cause whatsoever arising out of

Y.

In no event shall Company be liable to the Producer for any consdCompany’s liability, if any, for damages to Pror related to this Agreement shall be limited to Producer’s actual damages which shall not exceed the Compensation paid to Producer by Company under this Agreement during the twelve (12) month period immediately prior to the date the alleged cause of action arose. NOTICES Unless otherwise provided in this Agreement, all notices, requests, demands and other ommunications which must be provided under this Agreement shall be in writing and shall

to have been given on the date of service if served personally on the Party to

onnecticut General Life Insurance Company

artford, CT 06152

ducer shall be sent to the address on the Signature Page unless advised

Z.

cbe deemed whom notice is to be given or on the date of mailing if sent by registered or certified mail, postage prepaid, or by an overnight delivery service to the party’s designated business address. All notices to the Company shall be sent to: C900 Cottage Grove Road HAttn: Producer Contracting All notices to the Proof a new address.

HEADINGS The headings in this Agreement are for reference purposes only and shall not be deemed part of this Agreement or to affect its meaning or interpretation.

AA.

COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together, shall constitute one and the same instrument.

Sept. 2008 - Page 18 of 19 -

PRODUCER AGREEMENT

SCHEDULE A

CIGNA HealthCare of Arizona, Inc. CIGNA HealthCare of Utah, Inc. CIGNA HealthCare of California, Inc. CIGNA Dental Health Plan of Arizona, Inc. CIGNA HealthCare - Centennial State, Inc. CIGNA Dental Health of California, Inc. CIGNA HealthCare of Colorado, Inc. CIGNA Dental Health of Colorado, Inc. CIGNA HealthCare of Connecticut, Inc. CIGNA Dental Health of Delaware, Inc. CIGNA HealthCare of Delaware, Inc. CIGNA Dental Health of Florida, Inc. CIGNA HealthCare of Florida, Inc. CIGNA Dental Health of Illinois, Inc. CIGNA HealthCare of Georgia, Inc. CIGNA Dental Health of Kansas, Inc. CIGNA HealthCare of Illinois, Inc. CIGNA Dental Health of Kentucky, Inc. CIGNA HealthCare of Indiana, Inc. CIGNA Dental Health of Maryland, Inc. CIGNA HealthCare of Maine, Inc. CIGNA Dental Health of Missouri, Inc. CIGNA HealthCare of Massachusetts, Inc. CIGNA Dental Health of New Jersey, Inc. CIGNA HealthCare Mid-Atlantic, Inc. CIGNA Dental Health of North Carolina, Inc. CIGNA HealthCare of New Hampshire, Inc. CIGNA Dental Health of Ohio, Inc. CIGNA HealthCare of New Jersey, Inc. CIGNA Dental Health of Pennsylvania, Inc. CIGNA HealthCare of New York, Inc. CIGNA Dental Health of Texas, Inc. CIGNA HealthCare of Ohio, Inc. CIGNA Dental Health of Virginia, Inc. CIGNA HealthCare of North Carolina, Inc. Alta Health & life Insurance Company CIGNA HealthCare - Pacific, Inc. CIGNA Insurance Services Company CIGNA HealthCare of Pennsylvania, Inc. CIGNA Life Insurance Company of New York CIGNA HealthCare of St. Louis, Inc. CIGNA Worldwide Insurance Company CIGNA HealthCare of South Carolina, Inc. Connecticut General Life Insurance Company CIGNA HealthCare of Tennessee, Inc. Life Insurance Company of North America CIGNA HealthCare of Texas, Inc. In the event Company designates additional entities to issue policies or products for which Company will pay Compensation to Producer under the Producer Agreement, this Schedule A shall be deemed to include such additional entities without any further action on the part of any Party hereto.

Sept. 2008 - Page 19 of 19 -