Exhibit 10.1


    Exhibit
      10.1

    


    Schedule
      regarding Amended Deferred Stock Unit Agreements

    Effective
      July 26, 2006 with Messrs. Hanway, Bell and Murabito

    


    


    CIGNA
      Corporation entered into Deferred Stock Unit Agreements dated August 6,
      2003 with Messrs. Hanway, Bell and Murabito, which were amended in their
      entirety effective July 26, 2006. Under these agreements, Mr. Hanway received
      100,000 deferred stock units, Mr. Bell received 22,225 deferred stock units,
      and
      Mr. Murabito received 9,000 deferred stock units. Other than the name of the
      executive officer and the number of units granted, the Amended Deferred Stock
      Unit Agreements for Messrs. Hanway, Bell and Murabito are identical in form,
      as
      attached in the appendix to this Exhibit 10.1.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Appendix
        to Exhibit 10.1

       

      FORM
        OF AMENDED DEFERRED
        STOCK UNIT AGREEMENT

      


      This
        Deferred Stock Unit Agreement between (NAME) and
        CIGNA
        Corporation, dated August 6, 2003, is hereby amended in its entirety as of
        July
        26,
        2006.

      


      You
        and
        CIGNA, intending to be legally bound and in consideration of the promises
        in
        this Agreement, mutually agree as follows:

       

      
        	
                1.

              	
                Definitions.
                  Under this Agreement, these terms shall have the following
                  meanings:

              


      

      


      
        	
                (a)

              	
                “Agreement”
                  - this Amended Deferred Stock Unit
                  Agreement.

              


      

      


      
        	
                (b)

              	
                “CIGNA”
                  - CIGNA Corporation, or a
                  successor.

              


      

      


      
        	
                (c)

              	
                “CIGNA
                  Company” - CIGNA Corporation and/or any CIGNA Corporation
                  subsidiary.

              


      

      


      
        	
                (d)

              	
                “Code”
                  - the Internal Revenue Code of 1986, as
                  amended.

              


      

      


      
        	
                (e)

              	
                “Deferred
                  Plan” - the CIGNA Deferred Compensation
                  Plan.

              


      

      


      
        	
                (f)

              	
                “Grant
                  Date” - August 6, 2003.

              


      

       

      
        	(g) 	“Payment Date” -the July following the year of your
                Termination of Employment. 


        	 	 


        	
                (h)

              	
                “Stock
                  Plan” - the CIGNA Long-Term Incentive Plan, or a successor
                  plan.

              


      

      


      
        	
                (i)

              	
                “Termination
                  of Employment” - the termination of your employment relationship with
                  CIGNA Companies, or a transaction by which your employing CIGNA
                  Company
                  ceases to be part of the CIGNA controlled group of corporations
                  (as
                  defined in Code section 414(b) (or by which the entity that employs
                  you
                  ceases to be under common control, as defined by Code section 414(c),
                  with
                  CIGNA), in either case only to the extent that such termination
                  or
                  transaction also constitutes a separation from service under Code
                  section
                  409A. 

              


      

      


      
        	
                (j)

              	
                “Units”
                  - the deferred stock units described in paragraph
                  2.

              


      

      


      
        	
                (k)

              	
                “Vesting
                  Date” - the date your right to Units vests under paragraphs 3, 4 or 5.
                  

              


      

      


      
        	
                (l)

              	
                “Change
                  of Control,” “Committee,” “Disability,” “Retirement” and “Termination upon
                  a Change of Control” - all as defined in Article 2 of the Stock
                  Plan.

              


      

      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	2. 	Deferred Stock
                Units. 


        	 	 


        	(a) 	CIGNA granted you [XXXX] Units
                effective as of the Grant Date. 


        	 	 


        	
                (b)

              	
                Each
                  Unit represents your right to receive, under the terms and conditions
                  described in this Agreement, payment
                  of:

              


      

      


      
        	 	
                (1)

              	
                One
                  share of CIGNA common stock; and

              


      

      


      
        	 	
                (2)

              	
                Dividend
                  equivalents (described in paragraph 7) on one share of CIGNA common
                  stock
                  from the Grant Date until the Payment Date.


              


      

      


      
        	
                (c)

              	
                Your
                  right to Unit payments is subject to the conditions described in
                  this
                  Agreement, including the forfeiture provisions described in paragraphs
                  3
                  and 9.

              


      

       

      3. Regular
        Unit Vesting. The
        regular Vesting Date is August 6, 2009. You shall forfeit any Unit, and shall
        have no right to receive any payments related to that Unit, if your Termination
        of Employment occurs before the Vesting Date. The Units will vest on the
        regular
        Vesting Date unless:

      


      
        	
                (a)

              	
                The
                  Units vest on an accelerated Vesting Date as described in paragraph
                  4;

              


      

      


      
        	
                (b)

              	
                The
                  Units vest early as described in paragraph 5;
                  or

              


      

      


      
        	
                (c)

              	
                You
                  forfeit the Units.

              


      

       

      4. Accelerated
        Unit Vesting. If
        CIGNA
        achieves certain performance goals approved by the Committee on August 6,
        2003,
        the Units will vest on the earliest of the following accelerated Vesting
        Dates,
        as applicable: August 6, 2006; August 6, 2007 or August 6, 2008. The Committee
        will have sole authority to determine whether CIGNA has met those performance
        goals.

       

      5. Early
        Unit Vesting. If
        your
        Termination of Employment occurs before the Vesting Date and is due to your
        death or Disability or is a Termination upon a Change of Control, the forfeiture
        described in paragraph 3 shall not apply and the Units shall immediately
        become
        vested upon your Termination of Employment. If your Termination of Employment
        occurs before the Vesting Date and is due to your Retirement, the forfeiture
        described in paragraph 3 shall apply unless the Committee, in its sole
        discretion, decides that the Units shall immediately vest upon your Termination
        of Employment. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      6. Deferred
        Share Issuance. 
        Issuance
        of the shares described in paragraph 2(b)(1) will generally be deferred under
        the terms of the Deferred Plan until the Payment Date; however, CIGNA may
        issue
        and then withhold some shares when Units vest to meet tax withholding
        requirements under paragraph 16. CIGNA will issue the shares under Article
        9 of
        the Stock Plan as a grant in lieu of an award under a Qualifying Incentive
        Plan.
        This Agreement is a Qualifying Incentive Plan. Issuance of the Shares shall
        be
        subject to the deferral, vesting, forfeiture and other provisions of this
        Agreement and the Stock Plan. 

       

      7. Dividend
        Equivalents. 

      


      
        	
                (a)

              	
                From
                  the Grant Date until the Vesting Date, CIGNA shall pay you an amount
                  equal
                  to the per share dividend CIGNA pays on common stock for each Unit
                  granted
                  to you under paragraph 2 that has not yet become vested. CIGNA
                  shall pay
                  these amounts on or about each date that CIGNA makes dividend payments
                  with respect to shares of common stock, but in any event no later
                  than the
                  end of the year in which such dividends are
                  paid.

              


      

      


      
        	
                (b)

              	
                From
                  the Vesting Date until the Payment Date, CIGNA will credit an amount
                  equal
                  to the dividends CIGNA pays on each share of common stock to your
                  Deferred
                  Plan account for each vested Unit. CIGNA will pay you these deferred
                  dividend equivalents on the Payment Date under the terms of the
                  Deferred
                  Plan. During this deferral period CIGNA will also credit (or debit)
                  your
                  Deferred Plan account with hypothetical earnings (or losses) on
                  the
                  deferred dividend equivalents, as if you had voluntarily elected
                  to defer
                  the Unit shares under the Deferred Plan. CIGNA will base the hypothetical
                  earnings credits (or loss debits) on the provisions of the Deferred
                  Plan.
                  CIGNA will pay you any accumulated hypothetical earnings on the
                  Payment
                  Date.

              


      

      


      
        	
                (c)

              	
                Your
                  right to further payment of any dividend equivalents under paragraph
                  7
                  shall end immediately if you forfeit the
                  Units.

              


      

       

      8. Payments
        after Your Death. Notwithstanding
        the provisions of paragraph 6, if you die before CIGNA has issued all Unit
        shares to you and made all related dividend equivalent payments to you under
        this Agreement, CIGNA shall issue the Unit shares and make the dividend
        equivalent payments on the first day of the fourth month following the month
        of
        your death to your surviving spouse or, if you have no surviving spouse,
        to your
        estate.

       

      
        	
                9.

              	
                Forfeiture.

              


      

      


      
        	
                (a)

              	
                If
                  you have a Forfeiture Event, you shall forfeit any Unit, have no
                  right to
                  receive any shares or dividend equivalent payments related to that
                  Unit,
                  and shall be obligated to return to CIGNA (as described in paragraph
                  9(c))
                  any Unit shares that are issued to you. You will have a Forfeiture
                  Event
                  if you do any of the following at any time up to and including
                  the first
                  anniversary of the Vesting Date:

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	 	
                (1)

              	
                Have
                  a Termination of Employment initiated by a CIGNA Company because
                  of your
                  misconduct;

              


      

      


      
        	 	
                (2)

              	
                Own
                  or operate a business, or accept a job as an employee or independent
                  contractor with a business, that competes with any CIGNA Company,
                  unless
                  your Termination of Employment is initiated by a CIGNA Company
                  for reasons
                  other than your misconduct;

              


      

      


      
        	 	
                (3)

              	
                Try
                  to persuade any employee or customer of any CIGNA Company to end
                  an
                  existing relationship, contractual or otherwise, with that company;
                  or

              


      

      


      
        	 	
                (4)

              	
                Do
                  anything after your Termination of Employment that would, if you
                  were
                  still a CIGNA Company employee, be reason for your Termination
                  of
                  Employment for misconduct.

              


      

      


      
        	
                (b)

              	
                The
                  Committee shall determine whether you have a Forfeiture Event.
                  Determinations of the Committee shall be final and binding on all
                  parties.
                  

              


      

       

      
        	
                (c)

              	
                If
                  you have a Forfeiture Event, you must return any Unit shares issued
                  to you
                  by any or all of the following methods that CIGNA management determines
                  are needed for CIGNA to recover all the Unit shares issued to
                  you.

              


      

      


      
        	 	
                (1)

              	
                When
                  a Forfeiture Event occurs, if you have any shares in your Stock
                  Account or
                  in any other account in book-entry form, you will forfeit up to
                  the number
                  of Unit shares issued to you.

              


      

      


      
        	 	
                (2)

              	
                You
                  will deliver to CIGNA any shares you hold in certificate form (up
                  to the
                  number of Unit shares issued to you) within 30 days after the Forfeiture
                  Event.

              


      

      


      
        	 	
                (3)

              	
                If
                  you do not then own enough shares, you will purchase shares (up
                  to the
                  number of Unit shares issued to you) and deliver them to CIGNA
                  within 30
                  days after the Forfeiture Event.

              


      

      


      


      
        	
                10.

              	
                Share
                  Adjustments.

              


      

      


      
        	
                (a)

              	
                In
                  the event of a stock dividend, stock split, or other subdivision
                  or
                  combination of CIGNA common stock, the Committee shall make a
                  proportionate adjustment in the number of shares under paragraph
                  2(b)(1)
                  and in the number of shares that form the basis of the dividend
                  equivalents under paragraph 2(b)(2).


              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                (b)

              	
                If
                  the outstanding shares of CIGNA common stock are changed or converted
                  into, exchanged or exchangeable for, a different number or kind
                  of shares
                  or other securities of CIGNA or of another corporation, by reason
                  of a
                  reorganization, merger, consolidation, reclassification or combination
                  (an
                  Event), the Committee shall make an appropriate adjustment in the
                  number
                  and/or kind of shares under paragraph 2(b)(1) and in the number
                  and/or
                  kind of shares that form the basis of the dividend equivalents
                  under
                  paragraph 2(b)(2), so that your proportionate interest under this
                  Agreement shall be maintained as before the Event. However, in
                  case of any
                  contemplated Event that may constitute a Change of Control, the
                  Committee,
                  with the approval of a majority of the members of the Board who
                  are not
                  then CIGNA Company employees, may modify any and all outstanding
                  Units so
                  as to accelerate, as a consequence of or in connection with the
                  Event, the
                  vesting of your Units. 

              


      

       

      11. Effect
        of Agreement.
        This
        Agreement is not a contract of employment for any specified term, and nothing
        in
        it is intended to change, and it shall not be construed as changing, the
        nature
        of your employment from an at-will relationship. This Agreement is limited
        to
        the terms and conditions that it includes and does not otherwise address
        your
        compensation or benefits, your duties and responsibilities, or any of CIGNA's
        rights as employer. This Agreement contains the entire agreement between
        you and
        CIGNA with respect to the matters addressed herein and fully replaces and
        supersedes all prior agreements or understandings between them related to
        such
        matters.

       

      12. Applicable
        Law. The
        Agreement is entered into in the Commonwealth of Pennsylvania, and at all
        times
        and for all purposes shall be interpreted, enforced and governed under its
        laws
        without regard to principles of conflict of laws.

       

      13. Arbitration
        of Disputes. CIGNA
        and
        you agree that any controversy or claim arising out of or relating to this
        Agreement shall be settled exclusively by arbitration in Philadelphia,
        Pennsylvania, in accordance with the Employment Dispute Resolution Rules
        of the
        American Arbitration Association, as modified by Company. Copies of the
        Arbitration Policy and Rules and Procedures can be obtained from your Human
        Resources representative. A legal judgment based upon the Arbitrator’s award may
        be entered in any court having jurisdiction over the matter. 

       

      14. Successors.
        CIGNA's
        rights and obligations under this Agreement will inure to the benefit of,
        and be
        binding upon, CIGNA's successors and assigns. Your rights under this Agreement,
        including the right to receive Common Stock or any other payment, shall not
        be
        assignable or transferable by you except by will or by the laws of descent
        and
        distribution. Any other attempted assignment or alienation shall be void
        and of
        no force or effect.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      15. Funding
        of Payments. CIGNA's
        obligations under this Agreement to issue shares and make cash payments are
        unfunded and unsecured promises, and shall be considered as such for tax
        purposes and for purposes of the Employee Retirement Income and Security
        Act of
        1974. Cash shall be paid when due out of CIGNA’s general assets. 

       

      16. Withholding.
        You
        must
        satisfy any required tax withholding obligation when the Units vest and when
        the
        Units are paid, and CIGNA reserves the right to withhold enough shares to
        cover
        all or part of any applicable tax withholding.

       

      17. Changes
        to Agreement. Any
        amendment to this Agreement must be in writing and signed by both you and
        CIGNA.

      


      


      IN
        WITNESS WHEREOF, the persons named below have signed this Agreement on the
        dates
        shown below.

      


      


      
        	 	
                CIGNA
                  Corporation

              
	 	 
	
                ______________

              	
                __________________________

              
	
                Date

              	
                By:
                  

              
	 	 
	 	 
	
                ______________

              	
                __________________________

              
	
                Date

              	 


      

       

       

      6