Exhibit 10.15(a)





Exhibit 10.15(a)




CIGNA SUPPLEMENTAL PENSION PLAN

(Amended and Restated effective August 1, 1998)




CIGNA Corporation, for itself and its subsidiaries and affiliates which
participate in the CIGNA Pension Plan, established the CIGNA Supplemental
Pension Plan, effective January 1, 1983, to provide eligible employees with
retirement benefits which cannot be provided by the CIGNA Pension Plan because
of certain restrictions.



This Plan is an “excess benefit plan” under ERISA section 3(36) and an
unfunded plan maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
under ERISA section 401(a)(1).



CIGNA is amending and restating the Plan in its entirety to reflect the
adoption of a new benefit accrual formula under the CIGNA Pension Plan as of
January 1, 1998 and the expansion of benefit distribution options effective
August 1, 1998.



Article I Definitions



Except as otherwise provided in this document, Plan terms with capitalized
initial letters shall have the same definitions as in the CIGNA Pension Plan.
The following definitions apply to this Plan:




	1.1	 	“Beneficiary” means the person(s) (or trust) designated by a Participant,
or determined by the Plan Administrator, under Section 4.7.

	 
	1.2	 	“CIGNA” means CIGNA Corporation, a Delaware corporation, or its
successor.

	 
	1.3	 	“Committee” means the Corporate Benefit Plan Committee of CIGNA, or a
successor committee or person designated by CIGNA’s Chief Executive
Officer.

	 
	1.4	 	“Company” means CIGNA Corporation and those of its subsidiaries and
affiliates which participate in the CIGNA Pension Plan.

	 
	1.5	 	“Deferred Compensation Plan” means the Deferred Compensation Plan of
CIGNA Corporation, any successor plan, and any similar plans or
arrangements maintained by the Company.

	 
	1.6	 	“Participant” means any Eligible Employee who is eligible to participate
in the Plan but only to the extent that the employee has (or might in the
event of Retirement at his earliest Early Retirement Date under the
Pension Plan have) an Accrued Benefit as defined in Section 3.1.

	 
	1.7	 	“Plan” means the CIGNA Supplemental Pension Plan, as amended and restated
effective August 1, 1998.





 


 









 





	1.8	 	“Plan A Participant” means, beginning January 1, 1998, a Participant
whose Pension Plan benefit does not accrue under the formula described in
the Part B version of the Pension Plan.

	 
	1.9	 	“Plan B Participant” means, beginning January 1, 1998, a Participant
whose Pension Plan benefit does accrue under the formula described in the
Part B version of the Pension Plan.

	 
	1.10	 	“Pension Plan” means the CIGNA Pension Plan, a defined benefit pension
plan, or its successor plan(s).

	 
	1.11	 	“Rabbi Trust” means a grantor trust, the assets of which will not be
subject to the claims of creditors of the Company, except in the case of
the bankruptcy or insolvency of the Company.

	 
	1.12	 	“Supplemental Pension Benefit” means the benefit payable to a Plan
Participant as described in Section 3.1.

	 
	1.13	 	“Supplemental Pre-Retirement Surviving Spouse Benefit” means the benefit
payable to Participant’s surviving Spouse as described in Section 4.3.

	 
	1.14	 	“Survivor” means a Participant’s Spouse or other person designated in
writing by the Participant under procedures established by the Plan
Administrator, to the extent the Spouse or other person remains living
after the Participant’s death.

	 
	1.15	 	“Financial Emergency” means a Participant’s severe and unforeseeable
financial hardship, resulting from a sudden and unexpected illness or
accident, casualty loss, sudden financial reversal, or similar
unforeseeable occurrence arising as a result of events beyond the
Participant’s control. Cash needs arising from foreseeable events (such
as the purchase of a home or educational expenses for children) shall not
be considered to be a Financial Emergency.






Article II Eligibility



All Eligible Employees of the Company who are participants in the Pension
Plan shall be eligible to participate in this Plan. In no event shall an
employee who is not entitled to benefits under the Pension Plan be entitled to
benefits under this Plan.



 


 









 




Article III Supplemental Pension Benefit



3.1 Accrual of Benefit




	(a)	 	A Participant shall accrue a Supplemental Pension Benefit equal to the
excess of (1) over (2) where:







	 	(1)	 	is the Accrued Benefit the Participant would have under the
Pension Plan if the Pension Plan did not have:







	 	(A)	 	a limit on retirement benefits under Code section 415;

	 
	 	(B)	 	a limit on compensation under Code section 401(a)(17); and

	 
	 	(C)	 	an exclusion from Eligible Earnings of compensation
deferred under the Deferred Compensation Plan; and







	 	(2)	 	is the Participant’s actual Accrued Benefit under the Pension
Plan.







	(b)	 	For a Plan A Participant, the Supplemental Pension Benefit shall include
the actuarial lump sum present value determined using the applicable
assumptions and methods under the Pension Plan (as modified by Section
3.3) as of the date of payment, of the excess of (1) over (2) where:







	 	(1)	 	is the post-retirement surviving Spouse benefit which would be
payable to the Spouse under the Pension Plan if the Pension Plan
did not have the provisions listed in Section 3.1 (a)(1)(A), (B)
and (C); and

	 
	 	(2)	 	is the post-retirement surviving Spouse benefit which is actually
payable under the Pension Plan.







	3.2	 	Vesting






The vesting of a Participant’s Supplemental Pension Benefit shall be subject to
the Pension Plan’s vesting provisions.



3.3 Calculation of Benefits



For all calculations of actuarial equivalence under the Plan, the applicable
actuarial factors and methods described in the Pension Plan shall be used except
that, for Plan A Participants, the Applicable Interest Rate shall be the same
rate(s) used, for the applicable time period(s), to calculate the present value
of pension benefits guaranteed by the Pension Benefit Guaranty Corporation in
case of a plan termination.



3.4 Coordination with Other Retirement Benefits



The Supplemental Pension Benefit shall be added to, and treated as being part
of, the benefits payable to a Participant (or a Spouse or a Beneficiary) under
the Pension Plan when applying provisions of other Company retirement plans,
arrangements or agreements which provisions reduce benefits payable under these
plans, arrangements or agreements by the amount of benefits payable under the
Pension Plan.



 


 









 





3.5 Duration of Accruals



No Participant shall accrue any Supplemental Pension Benefit under this Plan
during any period in which benefit accruals under the Pension Plan have been
suspended or after benefit accruals under the Pension Plan have ceased.



Article IV Payment of Benefits



4.1 Standard Form of Benefits




	(a)	 	Except as provided in Section 4.2, the Supplemental Pension Benefit under
Section 3.1 shall be paid to the Participant in the form of a single lump
sum in the January following Participant’s termination of employment from
the Company or, if later, the January following the year in which the
Participant reaches age 55.

	 
	(b)	 	The amount of the single lump sum payment shall be the actuarially
equivalent present value, determined as of the date of payment, of (1)
the Supplemental Pension Benefit described in Section 3.1(a) and (2) for
a Plan A Participant, the amount described in Section 3.1(b), with both
(1) and (2) stated in the form of a single life annuity.






4.2 Optional Payment Methods; Optional Payment Date




	(a)	 	A Participant may request
 that the Supplemental Pension Benefit be paid, beginning on the
 dates described in  Section 4.1(a),  in one of the
following Optional Payment Methods:







	 	(1)	 	Single life annuity for the Participant’s life;







	 	(2)	 	Life annuity for the Participant’s life with a 50% or 100%
contingent Survivor annuity;

	 
	 	(3)	 	Annual installments for five, ten or fifteen years (with any
remaining installments after Participant’s death payable to
Participant’s Beneficiary).







	 	 	The contingent Survivor annuity under paragraph 4.2(a)(2) shall be
payable to the Participant’s Survivor only if the Participant predeceases
the Survivor and shall be paid in monthly installments beginning in the
month following the Participant’s death and ending in the month the
Participant’s Survivor dies.

	 
	(b)	 	Regardless whether the Participant has requested an Optional Payment
Method under Section 4.2(a), a Participant may request that the date of
payment under Section 4.1 or the date payments begin under Section 4.2(a)
be postponed to January of any later year, but no later than the year
after the Participant reaches age 70.

	 
	(c)	 	A Participant’s request for payment of the Supplemental Pension Benefit
in an Optional Payment Method, or for a postponed payment date, shall be
made in writing to the Plan Administrator. The request must be received
by the Plan Administrator no later than the earlier of (1) 13 months
before the earliest scheduled date of payment or (2) Participant’s
termination of employment date.






 


 









 




	(d)	 	Notwithstanding Section 4.2(c), the Plan Administrator may provide, as
soon as is reasonably practicable after August 1, 1998, to Participants
whose Supplemental Pension Benefit payments have not yet started an
opportunity to request an Optional Payment Method or a postponed payment
date, or both, or to revoke or modify a prior election. The nature and
duration of that opportunity shall be determined by the Plan
Administrator in its sole and absolute discretion.

	 
	(e)	 	A Participant may, before his termination of employment date, make a
written request to the Plan Administrator for an Optional Payment Method,
a change to another Optional Payment Method or a change to the standard
single lump sum form of benefit under Section 4.1.

	 
	(f)	 	The Plan Administrator shall consider any request made under Section
4.2(a), (b), (d) or (e). In determining whether the request should be
granted, the Plan Administrator shall consider:







	 	(1)	 	the Participant’s financial needs, including any other sources of
retirement income;

	 
	 	(2)	 	the needs and financial security of the Participant’s dependents;

	 
	 	(3)	 	the projected financial needs of the Company; and

	 
	 	(4)	 	for requests under Section 4.2(e), any changed or unusual
circumstances (such as the Participant’s involuntary termination
of employment).







If the Plan Administrator, in its sole and absolute discretion,
determines that the request should be granted, the request shall be
deemed to be an election by the Participant, effective as of the date the
Plan Administrator received the Participant’s request, and payment of the



Participant’s Supplemental Pension Benefit shall be in the form, and at
the time, requested by the Participant.



4.3 Pre-Retirement Death Benefits — Plan A Participants




	(a)	 	If a Plan A Participant who dies before the Supplemental Pension Benefit
payment has been made under Section 4.1 (or before the date as of which
payments have commenced under Section 4.2) has a surviving Spouse who is
eligible for a pre-retirement surviving Spouse benefit under the Pension
Plan, then the Spouse shall be eligible for a Supplemental Pre-Retirement
Surviving Spouse Benefit under this Plan (if the amount calculated under
Section 4.3(c) is greater than zero).

	 
	(b)	 	The Supplemental Pre-Retirement Surviving Spouse Benefit shall be paid to
the eligible Spouse as soon as practicable after the Participant’s death.
The form of payment shall be:







	 	(1)	 	A single lump sum if the Participant had not elected an Optional
Payment Method under Section 4.2(a);

	 
	 	(2)	 	Annual installments for the period selected by the Participant, if
the Participant had elected an Optional Payment Method under
Section 4.2(a)(3); or






 


 









 




	 	(3)	 	Annual installments for 15 years (with any remaining installments
payable to the Spouse’s Beneficiary if the Spouse dies before all
installments are paid), if the Participant elected an Optional
Payment Method under Section 4.2(a)(1) or (2).







	(c)	 	The amount of the Supplemental Pre-Retirement Surviving Spouse Benefit
shall be equal to the actuarial present value, determined using the
applicable assumptions and methods under the Pension Plan (as modified by
Section 3.3) as of the date of payment, of the excess of (1) over (2)
where:







	 	(1)	 	is the pre-retirement surviving Spouse benefit which would be
payable to the Spouse under the Pension Plan if the Pension Plan
did not have the provisions listed in Section 3.1 (a)(1) (A), (B)
and (C) of this Plan; and







	 	(2)	 	is the pre-retirement surviving Spouse benefit which is actually
payable under the Pension Plan.






4.4 Pre-Retirement Death Benefits — Plan B Participants





	(a)	 	If a Plan B Participant dies before the Supplemental Pension Benefit
payment has been made under Section 4.1 (or before the date as of which
payments have commenced under Section 4.2), the Participant’s
Supplemental Pension Benefit shall be paid to the Participant’s
Beneficiary as soon as practicable after the Participant’s death. The
form of payment shall be:







	 	(1)	 	A single lump sum if the Participant had not elected an Optional
Payment Method under Section 4.2(a);

	 
	 	(2)	 	Annual installments for the period selected by the Participant, if
the Participant had elected an Optional Payment Method under
Section 4.2(a)(3); or

	 
	 	(3)	 	Annual installments for 15 years (with any remaining installments
payable to the Beneficiary’s Beneficiary if the Beneficiary dies
before all installments are paid), if the Participant elected an
Optional Payment Method under Section 4.2(a)(1) or (2).






4.5 Lump Sum Benefits




	(a)	 	At the sole discretion of the Plan Administrator, any benefits payable to
the Participant under Section 4.1, to Participant’s Spouse under Section
4.3 or to Participant’s Beneficiary under Section 4.4 which at any time
either (1) have a lump sum present value of less than $25,000 or (2)
result in monthly installments of less than $250 each may be commuted to
a single lump sum payment and paid to the Participant, Spouse, or
Beneficiary as appropriate.






 


 









 




	(b)	 	A Plan A Participant who is paid a Supplemental Pension Benefit in the
form of a single lump sum under Sections 4.1, 4.5 or 4.6 and who is later
rehired by any Company shall not, upon subsequent Retirement or other
termination of employment, be entitled to any additional Supplemental
Pension Benefit under this Plan based upon any Credited Service used in
the calculation of the initial Supplemental Pension Benefit payment.
Furthermore, any Credited Service that is or would be disregarded under
the preceding sentence in computing a Plan A Participant’s Supplemental
Pension Benefit shall also be disregarded in computing any benefits
payable to Participant’s Spouse under Sections 4.3 after Participant’s
reemployment.

	 
	(c)	 	A Plan B Participant who is paid a Supplemental Pension Benefit in the
form of a single lump sum under Sections 4.1, 4.5 or 4.6 and who is later
rehired by any Company shall not, upon subsequent Retirement or other
termination of employment, be entitled to any additional Supplemental
Pension Benefit under this Plan based upon any Benefit Credits or
Interest Credits used in the calculation of the initial Supplemental
Pension Benefit payment. Furthermore, any Credits that are or would be
disregarded under the preceding sentence in computing a Plan B
Participant’s Supplemental Pension Benefit shall also be disregarded in
computing any benefits payable to Participant’s Beneficiary under Section
4.4 after Participant’s reemployment.






4.6 Emergency Payment




	(a)	 	Section 4.6 shall apply only to a Participant who has elected to postpone
the date of payment (or the date payments begin) under Section 4.2(b) and
only after the later of the date the Participant reaches age 55 or
terminates employment with the Company.

	 
	(b)	 	Before the date of payment of a Participant’s Supplemental Pension
Benefit (or the date payments are to begin under an Optional Payment
Method), a Participant may request an accelerated payment of all or part
of the Supplemental Pension Benefit to meet a Financial Emergency. The
request must be in writing to the Plan Administrator and must be
supported by evidence of a Financial Emergency. The Plan Administrator
shall have sole and absolute discretion to grant or deny the
Participant’s request. If the request is granted, the accelerated payment
shall not be more than the lesser of $50,000 or the amount deemed
necessary by the Plan Administrator to meet Participant’s Financial
Emergency.

	 
	(c)	 	Any payments under this Section 4.6 shall reduce any remaining benefits
to, or related to, the Participant under this Plan.






4.7 Beneficiaries



The Plan Administrator shall provide an opportunity a Participant to designate
in writing one or more Beneficiaries to receive Plan benefits following the
Participant’s death, and to change any designations. If a Participant dies
without a surviving, validly designated Beneficiary and all or part of the
Participant’s Accrued Benefit remains payable, the benefit shall be paid to the
Participant’s surviving Spouse or, if there is no surviving Spouse, to the
Participant’s estate.


 


 









 







4.10 Domestic Relations Orders



A person shall not qualify for a benefit under this Plan solely because he is
entitled to a benefit under the Pension Plan by reason of a “qualified domestic
relations order” (as defined in ERISA section 206). Notwithstanding Section 7.3,
the Plan Administrator shall have the sole and absolute discretion to comply
with the terms of a domestic relations order if the Plan Administrator deems
compliance to be in the interests of the Participant and the Company.



4.11 Tax Withholding



Plan payments, and under certain circumstances an accrued Supplemental Pension
Benefit not yet paid, may be subject to withholding for taxes. To the extent the
Company meets any withholding obligations by paying the required withholding,
the Participant’s Supplemental Pension Benefit shall be reduced by the amount of
the Company’s payment.



Article V Funding



5.1 In General




	(a)	 	This Plan shall be maintained as an unfunded plan which is not intended
to meet the qualification requirements of Code section 401. Plan benefits
shall be payable solely from the general assets of the Company which
employs the Participant when benefits are accrued, or a Company which has
assumed liability for paying the benefits. No separate or special fund
shall be established and no segregation of assets shall be made to assure
the payment of Plan benefits, though the Company may choose to fund Plan
benefits through a Rabbi Trust. A Participant shall have no right, title,
or interest in or to any investments which the Company may make to aid in
meeting its obligations under this Plan.

	 
	(b)	 	Nothing contained in the Plan, and no action taken under it, shall create
or be construed to create a trust of any kind, or a fiduciary
relationship, between the Company or the Plan Administrator and a
Participant or any other person. To the extent that any person acquires a
right to receive Plan benefits, that right shall be no greater than the
right of an unsecured creditor of the Company.






Article VI Administration



6.1 Plan Administrator




	(a)	 	The Plan shall be administered by a Plan Administrator appointed by the
Committee, or its designee. The Plan Administrator shall have full power
and authority to interpret the Plan; to prescribe, amend and rescind any
rules, forms and procedures as it deems necessary or appropriate for the
proper administration of the Plan; to make any other determinations
including factual determinations and determinations as to eligibility
for, and the amount of, benefits payable under the Plan; and to take any
other actions it deems necessary or advisable in carrying out its duties
under the Plan.






	(b)	 	All decisions, interpretations and determinations by the Plan
Administrator shall be final and binding on the Company, Participants and
any other persons having or claiming an interest under this Plan.







 


 









 






6.2 Amendment or Termination



Subject to Section 6.3, CIGNA, through its Board of Directors, or the People
Resources Committee of the Board of Directors (or a successor committee), may
amend or terminate this Plan at any time, in whole or in part. No amendment or
termination shall impair or adversely affect any benefits accrued under the Plan
in which the Participant was vested as of the date of that action.



6.3 Change of Control



For a three (3) year period beginning on the effective date of a Change of
Control and as to Participants on that date:




	(a)	 	the Plan shall not be terminated;

	 
	(b)	 	the accrual of Supplemental Pension Benefits shall not be stopped,
suspended or otherwise adversely affected; and

	 
	(c)	 	the rate at which Supplemental Pension Benefits accrue shall not be
reduced.






CIGNA reserves the right to amend or eliminate this paragraph 6.3 at any time
before a Change of Control.



Article VII Miscellaneous



7.1 Notices



A Participant shall be responsible for providing the Plan Administrator with his
current and proper address for the mailing of notices, reports and benefit
payments. Any notice shall be deemed given if directed to a person’s last known
address and mailed by regular United States mail, first-class and prepaid. If
any check mailed to that address is returned as undeliverable to the addressee,
mailing of checks will be suspended until the Participant, Beneficiary or
Survivor provides the proper address.



7.2 Missing Persons



A benefit shall be deemed forfeited if the Plan Administrator is unable to
locate the Participant, Beneficiary or Survivor to whom payment is due, after
reasonably diligent effort for a period of at least two (2) years, but the Plan
Administrator shall have the authority (but not the obligation) to reinstate the
benefit upon the later discovery of a proper payee for the benefit. Mailing of a
notice in writing, by certified or registered mail, to the last known address of
the Participant, Beneficiary or Survivor (if the address of the Beneficiary or
Survivor is known to the Plan Administrator) not less frequently than once each
year for the two-year period shall be deemed a reasonably diligent effort.



 


 









 





7.3 Nonalienation of Benefits



None of the payments, benefits or rights of any Participant, Beneficiary or
Survivor shall be subject to any claim of any creditor. To the fullest extent
permitted by law, all Plan payments, benefits and rights shall be free from
attachment, garnishment, trustee’s process, or any other legal or equitable
process available to any creditor of the Participant, Beneficiary or Survivor.
No Participant, Beneficiary or Survivor shall have the right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or payments
which he may expect to receive under this Plan, except the right, to the extent
applicable, to designate a Beneficiary or Survivor and change a Beneficiary or
Survivor designation.



7.4 Reliance on Data



The Company, the Plan Administrator and all other persons associated with the
Plan’s operation shall have the right to rely on the veracity and accuracy of
any data provided under this Plan or the Pension Plan by the Participant,
Beneficiary or Survivor, including representations as to age, health and marital
status. These representations are binding upon any party seeking to claim a
benefit through a Participant. The Company, the Plan Administrator and all other
persons associated with the Plan’s operation are absolved completely from
inquiring into, and may rely upon, the accuracy or veracity of any
representation made at any time by a Participant, Beneficiary or Survivor.



7.5 No Contract of Employment



Neither the establishment of the Plan, nor any Plan amendment, nor the creation
of any fund, trust or account, nor the payment of any benefits shall be
construed as giving any Participant, or any other person, the right to be
employed or continue to be employed by the Company, and all Participants and
other persons shall remain subject to discharge to the same extent as if the
Plan had never been adopted.



7.6 Effect on Other Plans



Except as provided in the Plan, no Plan benefit shall be deemed salary or other
compensation in computing benefits under any employee benefit plan or other
arrangement of the Company.



7.7 Severability of Provisions



If any provision of the Plan shall be held invalid or unenforceable, the
invalidity or unenforceability shall not affect any other Plan provisions, and
the Plan shall be construed and enforced as if that provision had not been
included.


 


 









 





7.8 Heirs, Assigns and Personal Representatives



The Plan shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties, including each Participant, Beneficiary or Survivor,
present and future.



7.9 Payments to Minors, Etc.



Any benefit payable to or for the benefit of a minor, an incompetent person or
other person incapable of legally accepting receipt shall be deemed paid when
paid to the person’s guardian or to the party providing or reasonably appearing
to provide for the care of the person, and that payment shall fully discharge
the Company, the Plan Administrator and all other parties regarding that benefit
payment.



7.10 Headings and Captions



The headings and captions in the Plan are provided for reference and convenience
only, shall not be considered part of the Plan, and shall not be employed in the
construction of the Plan.



7.11 Gender and Number



Except where otherwise clearly indicated by context, the masculine and the
neuter shall include the feminine and the neuter, the singular shall include the
plural, and vice-versa.



7.12 Controlling Law



The Plan shall be construed and enforced according to the laws of the
Commonwealth of Pennsylvania, to the extent not preempted by federal law, which
shall otherwise control.