Exhibit 4 (c)


    
      	Exhibit
              4(c)     


    


    AMENDMENT NO. 2 TO RIGHTS AGREEMENT 

            This Amendment,
      dated as of December 31, 2001 (the “Amendment”), is by and among CIGNA
      Corporation, a Delaware corporation (the “Company”), First Chicago Trust Company
      of New York, a corporation organized under the laws of the State of New York
      (“First Chicago”), and EquiServe Trust Company, N.A., a national association
      (“EquiServe”), and amends the Amended and Restated Rights Agreement dated as of
      December 16, 1998 (the “Rights Agreement”) between the Company and First
      Chicago. 

     

            WHEREAS, the
      Company and First Chicago are currently parties to the Rights Agreement,
      pursuant to which First Chicago serves as Rights Agent; 

     

            WHEREAS, First
      Chicago intends to resign as Rights Agent and the Company intends to appoint
      EquiServe to succeed First Chicago as Rights Agent; and 

     

            WHEREAS,
      EquiServe wishes to accept the appointment as successor Rights Agent and the
      parties hereto wish to make certain changes to the Rights Agreement to
      facilitate this succession. 

     

            NOW, THEREFORE,
      the Company, First Chicago and EquiServe agree as follows: 

     

            1.
Resignation of First Chicago as Rights Agent. Pursuant to Section 21 of
      the Rights Agreement, First Chicago hereby resigns as Rights Agent, and the
      Company accepts such resignation, effective as of 12:01 a.m., New York time,
      December 31, 2001. 

     

            2.
Appointment of EquiServe as Successor Rights Agent. Pursuant to Section
      21 of the Rights Agreement, the Company hereby appoints EquiServe as successor
      Rights Agent, and EquiServe hereby accepts such appointment, effective as of
      12:01 a.m., New York time, December 31, 2001, subject to all the terms and
      conditions of the Rights Agreement as amended hereby. EquiServe hereby
      represents and warrants to the Company that it meets the qualifications of
      a
      successor rights agent as set forth in Section 21 of the Rights Agreement.
      

     

            3. Amendments
      to Rights Agreement. The parties hereto agree that the Rights Agreement
      shall be amended as provided below, effective as of the date of this Amendment
      except as may otherwise be provided below: 

     

                   (a)
      From and after the time that the appointment of EquiServe as successor Rights
      Agent is effective all references in the Rights Agreement (including all
      exhibits thereto) to First Chicago as Rights Agent shall be deemed to refer
      to
      EquiServe as successor Rights Agent. From and after the effective date of this
      Amendment, all references in the Rights Agreement to the Rights Agreement shall
      be deemed to refer to the Rights Agreement as amended by this Amendment. 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   (b)
      Section 3(c) of the Rights Agreement shall be amended as of the effective time
      of the appointment of EquiServe as successor Rights Agent by adding a sentence,
      substantially in the form of the following sentence, immediately after the
      last
      sentence of the legend set forth therein: 

     

    
      	 	
              Effective as of December 31, 2001, EquiServe Trust
                Company, N.A., succeeded First Chicago Trust Company of New York
                as Rights
                Agent. 

            


    


    The following legend, or a legend substantially similar thereto,
      may, in the alternative be affixed. 

     

    
      	 	
              This certificate also evidences and entitles the
                holder
                hereof to certain rights as set forth in an Amended and Restated
                Rights
                Agreement between CIGNA Corporation and EquiServe Trust Company,
                N.A. (as
                successor Rights Agent), dated as of December 31, 2001, as amended
                from
                time to time (the “Rights Agreement”), the terms of which are hereby
                incorporated herein by reference and a copy of which is on file at
                the
                principal offices of CIGNA Corporation. Under certain circumstances,
                as
                set forth in the Rights Agreement, such Rights will be evidenced
                by
                separate certificates and will no longer be evidenced by this certificate.
                CIGNA Corporation will mail to the holder of this certificate a copy
                of
                the Rights Agreement without charge after receipt of a written request
                therefor. Under certain circumstances, as set forth in the Rights
                Agreement, Rights issued to, or held by, any Person who is, was or
                becomes
                an Acquiring Person or an Affiliate or Associate thereof (as defined
                in
                the Rights Agreement) and certain related persons, whether currently
                held
                by or on behalf of such Person or by any subsequent holder, may become
                null and void. 

            


    


                   (c)
      Section 26 of the Rights Agreement is amended by deleting the name and address
      of First Chicago and substituting the following therefor: 

     

    
      	 	
              EquiServe Trust Company, N.A. 
525 Washington Boulevard
                
Suite 4690 
Jersey City, NJ 07303 
Attention: Robbin Mayo
                

            


    


            4.
Miscellaneous. 

     

                   (a)
      Except as otherwise expressly provided, or unless the context otherwise
      requires, all terms used herein have the meanings assigned to them in the Rights
      Agreement. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                   (b)
      Each party hereto waives any requirement under the Rights Agreement that any
      additional notice be provided to it pertaining to the matters covered by this
      Amendment. 

     

                   (c)
      This Amendment may be executed in any number of counterparts, each of which
      shall be deemed an original, but all of which counterparts shall together
      constitute but one and the same document. 

     

            IN WITNESS
      WHEREOF, the parties have caused this Amendment to be duly executed as of the
      day and year first written above. 

     

    
      	
            	CIGNA CORPORATION
	 	 
	
            	By: /s/ Carol J. Ward
	
            	Name: Carol J. Ward
	
            	Title: Corporate Secretary
	 	 
	
            	FIRST CHICAGO TRUST COMPANY
	
            	OF NEW YORK
	 	 
	
            	By: /s/ M. J. Foley
	
            	Name: M. J. Foley
	
            	Title: Chief Marketing Officer
	 	 
	
            	EQUISERVE TRUST COMPANY, N.A.
	 	 
	
            	By: /s/ Thomas A. Ferrari
	
            	Name: Thomas A. Ferrari
	
            	Title: Senior Managing
              Director