Cigna Corporation Executive Stock Incentive Plan

ARTICLE 1


STATEMENT OF PURPOSE


The CIGNA Corporation Executive Stock Incentive Plan (the "Plan") is intended to reward and provide incentives for key employees of CIGNA Corporation and its Subsidiaries by providing them with an opportunity to acquire an equity interest in CIGNA Corporation, thereby increasing their personal interest in its continued success and progress. It also is intended to aid the Company in attracting key personnel of exceptional ability,


ARTICLE 2


DEFINITIONS


2.1 Defined Terms. For all purposes of this Plan, except as otherwise expressly provided or defined herein, or unless the context otherwise requires, the terms defined in this Article shall have the meanings assigned to them as follows:


"Board of Directors" means either the board of directors of CIGNA Corporation or any duty authorized committee of that board.


"Change of Control" means:


(i) a corporation, person or group acting in concert as
described in Section 14(d)(2) of the Securities
Exchange Act of 1934, as amended ("Exchange Act"),
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 voting power which is either (i)
more than 50% of the voting power of the shares which
voted in the election of directors of CIGNA
Corporation at the shareholders' meeting immediately
preceding such determination, or (ii) more than 25% of
the voting power of CIGNA Corporation's outstanding
common shares; or


(ii) as a result of a merger or consolidation to which
CIGNA Corporation is a party, either (i) CIGNA
Corporation is not the surviving corporation or (ii)
Directors of CIGNA Corporation immediately prior to
the merger or consolidation constitute less than a
majority of the Board of Directors of the surviving
corporation; or 2
(iii) 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: (i) were
directors at the beginning of such consecutive
24-month period; or (ii) were elected by, or on
nomination or recommendation of, at least a majority
(consisting of at least nine directors) of the Board.


"Committee" means the People Resources Committee of the Board of Directors of any successor committee with responsibility for compensation.


"Common Stock" means the common stock, par value $1 per share, of CIGNA Corporation.


"Company" means CIGNA Corporation, a Delaware corporation, and/or its Subsidiaries.


"Deferred Compensation Account" means a separate account established pursuant to a Deferred Compensation Plan.


"Deferred Compensation Plan" means and refers to a deferred compensation plan of the Company which has been designated by the Committee as a "Deferred Compensation Plan" for purposes of this Plan.


"Disability" means permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code.


"Early Retirement" means Termination of Employment, after appropriate notice to the Company, (i) on or after age 55 and before age 65 with eligibility for immediate annuity benefits under a qualified pension or retirement plan of the Company, or (ii) upon such terms and conditions approved by the Committee, or officers of the Company designated by the Board of Directors or the Committee.


"Eligible Employee" means a salaried officer or other key employee of the Company who (i) occupies a position with the Company that has been designated by the Committee as an eligible position for participation in this Plan or (ii) has been specifically authorized or designated by the Committee to participate in this Plan.


"Fair Market Value" means the mean between the highest and lowest quoted selling prices as reported on the Composite Tape (or other successor means of publishing stock prices) on the


-2- 3 date as of which any determination of such value is or is required to be made or if the Composite Tape, or such successor publication, is not published on such date, the next preceding date on which it was published. In the absence of such sales, Fair Market Value shall be determined by the Committee, which shall take into account all relevant facts and circumstances.


"Incentive Stock Option" means a stock option granted in accordance with Section 422A of the Internal Revenue Code.


"Participant" means an Eligible Employee to whom any one or more of the awards authorized in this Plan shall have been granted.


"Qualifying Incentive Plan" means any bonus plan or other incentive compensation plan of the Company pursuant to which awards payable in cash are or are authorized to be made to employees of the Company.


"Restatement Date" means the date this Plan was amended and restated -- March 23, 1988.


"Retirement" means Termination of Employment, after appropriate notice to the Company, (i) on or after age 65 with eligibility for immediate annuity benefits under a qualified pension or retirement plan of the Company, or (ii) upon such terms and conditions approved by the Committee, or officers of the Company designated by the Board of Directors or the Committee.


"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 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.


"Termination for Cause" means a Termination of Employment by the Company on account of the conviction by the Participant of a felony involving fraud or dishonesty directed against the Company.


"Termination of Employment" means the termination of the Participant's active employment relationship with the Company, unless otherwise expressly provided by the Committee, or the occurrence of a transaction by which the Participant's employing Company ceases to be a Subsidiary.


"Termination Upon a Change of Control" means a Termination of Employment upon or within two years after a Change of Control (i) initiated by the Company, or a successor corporation other


-3- 4 than pursuant to Termination for Cause or (ii) initiated by the Participant and pursuant to the Participant's certification that the Change of Control has rendered him unable to perform the duties and responsibilities of the position he held immediately prior to the Change of Control by adverse changes in his authority, compensation, office location, duties, responsibilities, or title.


2.2 General. Certain terms are defined in other Articles of this Plan. The terms defined in this Article and elsewhere 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.


ARTICLE 3


AUTHORIZED STOCK INCENTIVE AWARDS


3.1 Authorized Awards. The awards authorized are as follows:


(a) stock options,


(b) stock appreciation rights,


(c) restricted stock grants, and


(d) Common Stock in lieu of cash payable under a
Qualifying Incentive Plan.


3.2 General Powers of the Committee. Subject to the provisions of this Plan, the Committee is authorized and empowered in its sole discretion to select Participants and to grant to them any one or more of the awards authorized above in such amounts and combinations and upon such terms and conditions as it shall determine.


3.3 Stock Options. The Committee shall have the authority to grant Eligible Employees options to purchase Common Stock upon such terms and conditions as it shall establish, subject in all events to the following limitations and provisions of general application:


(a) The option price per share shall not be less than
the Fair Market Value at the date of grant. The option
price may be paid in cash or, if the Committee so provides,
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