Restricted Stock Plan For Non-employee Directors

RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF CIGNA CORPORATION


1. Purpose.


The Restricted Stock Plan for Non-Employee Directors of
CIGNA Corporation (the "Plan") is intended to provide
directors of CIGNA Corporation (the "Company") with a
proprietary interest in the Company's success and progress
by granting them shares of the Company's Common Stock
("Common Stock") which are restricted in accordance with
the terms and conditions set forth below ("Restricted
Shares"). The Plan is intended to increase the alignment
of personal economic interest between directors and
shareholders generally and to strengthen the Company's
ability to continue attracting and retaining highly
qualified directors.


2. Administration.


The Plan is to be administered by the Committee on
Directors (the "Committee") of the Company's Board of
Directors (the "Board') or any successor committee with
responsibility for compensation of directors.


3. Eligibility and Grants.


All current and subsequently elected members of the
Company's Board of Directors who have served as directors
for at least six months and at the time such service began
were not, and for the preceding ten years had not been,
officers or employees of the Company or any of its
subsidiaries ("Eligible Directors") shall be eligible to
participate in the Plan.


Each director who is an Eligible Director on the effective
date of the Plan (the "Effective Date") shall be granted
1,500 Restricted Shares, effective as of the Effective
Date. Each director who becomes an Eligible Director after
the Effective Date shall be granted 1,500 Restricted
Shares, effective as of the date such director becomes an
Eligible Director.


4. Terms and Conditions of Restricted Shares.


(a) General. Subject to the provisions of Section 4(c)
below, the restrictions set forth in Section 4(b)
shall apply to each grant of Restricted Shares for a
period (the "Restricted Period") from the date of
grant until the later of the expiration of the 2
six-month period immediately following the date of
grant or the date on which the Eligible Director's
service as a director of the Company terminates.


(b) Restrictions. A stock certificate representing the
number of Restricted Shares granted shall be
registered in each Eligible Director's name but shall
be held in custody by the Company for the Eligible
Director's account. The Eligible Director shall have
all rights and privileges of a shareholder as to such
Restricted Shares, including the right to receive
dividends and the right to vote such Restricted
Shares, except that the following restrictions shall
apply: (i) the Eligible Director shall not be
entitled to delivery of the certificate until the
expiration of the Restricted Period, (ii) none of the
Restricted Shares may be sold, transferred, assigned,
pledged, or otherwise encumbered or disposed of during
the Restricted Period, and (iii) except as provided in
Section 4(c), all of the Restricted Shares shall be
forfeited and all rights of the Eligible Director to
such Restricted Shares shall terminate without further
obligation on the part of the Company upon the
Eligible Director's ceasing to be a director of the
Company.


(c) Termination of Directorship.


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