Amendment No.2 To Executive Stock Incentive Plan

AMENDMENT NO. 2 TO THE


CIGNA CORPORATION EXECUTIVE STOCK INCENTIVE PLAN


(AS AMENDED AND RESTATED EFFECTIVE MARCH 23, 1988)


WHEREAS, the Board of Directors
has retained the right to amend the CIGNA
Corporation Executive Stock Incentive Plan
(the "Plan") pursuant to Article 7 thereof;
and,


WHEREAS, by resolution dated March 27,
1991, the Board of Directors of CIGNA
Corporation authorized changes in the Plan
to extend the period during which retirees
and certain other optionholders may exercise
stock options and authorized an Officer of
the Corporation to effectuate such changes;


NOW, THEREFORE, the Plan is
amended effective as of March 27, 1991 as
follows:


1. Subsection 3.3(e) of Article ...