Exhibit 10.10


    
      	EXHIBIT
              10.10


    

     

    CIGNA DEFERRED COMPENSATION PLAN
(Amended
      and Restated as of October 24, 2001) 

     

    ARTICLE 1
Definitions

     

    These terms have the following meanings under the Plan. 

     

    
      	1.1	 	
              "Account" – the separate bookkeeping
                account established for a Participant that represents the Company’s
                unfunded, unsecured obligation to make future payments to the Participant.
                

            


    


    
      	1.2 	 	
              "Administrator" – the person or committee
                charged with responsibility for administration of the Plan.
                

            


    


    
      	1.3	 	
              "Beneficiary" – the person or trust
                designated in writing under the Plan by the Participant to receive
                payment
                of his/her remaining Account balance after Participant’s death.
                

            


    


    
      	1.4 	 	
              "Board Committee" – the People Resources
                Committee of the Board of Directors, or any successor committee.
                

            


    


    
      	1.5 	 	
              "Board of Directors" – the board of
                directors of CIGNA Corporation. 

            


    


    
      	1.6 	 	
              "Change of Control" – any of these
                events: 

            


    


    
      	 	(a) 	
              a corporation, person or group acting in concert
                as
                described in Section 14(d)(2) of the Exchange Act, holds or acquires
                beneficial ownership within the meaning of Rule 13d-3 promulgated
                under
                the Exchange Act of a number of preferred or common shares of CIGNA
                Corporation having voting power that is either (1) more than 50%
                of the
                voting power of the shares which voted in the election of directors
                of
                CIGNA Corporation at the shareholders’ meeting immediately preceding such
                determination, or (2) more than 25% of the voting power of common
                shares
                outstanding of CIGNA Corporation, or 

            


    


    
      	 	(b) 	
              as a result of a merger or consolidation to which
                CIGNA
                Corporation is a party, either (1) CIGNA Corporation is not the surviving
                corporation, or (2) Directors of CIGNA Corporation immediately prior
                to
                the merger or consolidation constitute less than a majority of the
                board
                of directors of the surviving corporation, or


            


    


    
      	 	(c) 	
              a change occurs in the composition of the Board
                of
                Directors at any time during any consecutive 24-month period such
                that the
                "Continuity Directors" cease for any reason to constitute a majority
                of
                the Board of Directors. "Continuity Directors" means those members
                of the
                Board of Directors who either: (1) were directors at


            


    


    1 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              the beginning of such consecutive 24-month period;
                or (2)
                were elected by, or upon nomination or recommendation of, at least
                a
                majority (consisting of at least nine directors) of the Board of
                Directors. 

            


    


    
      	1.7 	 	
              "CIGNA Stock" – the common stock of CIGNA
                Corporation. 

            


    


    
      	1.8	 	
              "Company" – CIGNA Corporation and each
                Subsidiary that has been authorized by the Chief Executive Officer
                of
                CIGNA Corporation to participate in the Plan and that has adopted
                the Plan
                and agreed to comply with its provisions.


            


    


    
      	1.9 	 	
              "Corporate Committee" – the CIGNA
                Corporation Corporate Benefit Plan Committee, or any successor committee.
                

            


    


    
      	1.10	 	
              "Deferral Election" – the form described
                in section 2.3 by which a Participant specifies amounts and items
                of
                compensation to be deferred. 

            


    


    
      	1.11	 	
              "Deferred Cash" – compensation deferred
                under the Plan that would otherwise have been paid to a Participant
                in
                cash. 

            


    


    
      	1.12	 	
              "Deferred CIGNA Stock" – compensation
                deferred under the Plan that would otherwise have been paid to a
                Participant in shares of CIGNA Stock. 

            


    


    
      	1.13 	 	
              "Discretionary Transaction" – a
                transaction defined in Rule 16b-3(b)(1) promulgated under the Exchange
                Act. 

            


    


    
      	1.14 	 	
              "ERISA" – the Employee Retirement Income
                Security Act of 1974, as amended. 

            


    


    
      	1.15 	 	
              "Exchange Act" – the Securities Exchange
                Act of 1934, as amended. 

            


    


    
      	1.16 	 	
              "Participant" – an employee of a Company
                who elects to participate in the Plan in accordance with the terms
                and
                conditions of the Plan. 

            


    


    
      	1.17	 	
              "Payment Election" – the form described
                in section 4.2 by which a Participant specifies the method and time
                of
                payment of compensation deferred under the Plan.


            


    


    
      	1.18	 	
              "Plan" – the CIGNA Deferred Compensation
                Plan, as it may be amended or restated (formerly called the Deferred
                Compensation Plan of CIGNA Corporation and Participating Subsidiaries).
                

            


    


    
      	1.19	 	
              "Stock Plan" – a plan or program that
                provides for payment of compensation in the form of shares of CIGNA
                Stock.
                

            


    


    2 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	1.20	 	
              "Subsidiary" – a corporation (or a
                partnership, joint venture or other unincorporated entity) of which
                more
                than 50% of the combined voting power of all classes of stock entitled
                to
                vote (or more than 50% of the capital, equity or profits interest)
                is
                owned directly or indirectly by CIGNA Corporation; provided that
                such
                corporation (or other entity) is included in CIGNA Corporation’s
                consolidated financial statements under generally accepted accounting
                principles. 

            


    


    
      	1.21	 	
              "Termination of Employment" – the
                termination of Participant’s employment relationship with CIGNA
                Corporation or a Subsidiary, including a transaction by which the
                Participant’s employing Company ceases to be a Subsidiary unless
                Participant’s employer (or the purchaser of the employer) assumes the
                Plan’s liabilities and responsibilities with respect to the Participant.
                A
                Participant’s transfer of employment among CIGNA Corporation and
                Subsidiaries will not be a Termination of Employment.


            


    


    
      	1.22 	 	
              "Valuation Date" – the last day of each
                month. 

            


    


    ARTICLE 2
Participation; Deferral
      Elections

     

    2.1         Eligibility.
The Plan is intended primarily to provide
      deferred compensation for a
      select group of management and highly compensated employees. The Corporate
      Committee shall determine which Company employees are eligible to participate
      in
      the Plan. 

     

    2.2         Participation.
      An eligible employee becomes a Participant by making a Deferral Election
      described in section 2.3. 

     

    
      	2.3 	 	
              Deferral
                Election.

            


    


    
      	(a)	 	
              A Deferral Election specifies the amounts and items
                of
                compensation a Participant elects to defer under the Plan for a particular
                calendar year. The Administrator shall determine which items or categories
                of compensation may be deferred under the Plan. The Deferral Election
                must
                be in a form permitted or required by the Administrator, and the
                Administrator may permit or require electronic forms. The Administrator
                shall determine whether Deferral Election forms are sufficiently
                complete
                and timely (as described in section 2.3(b), (c) and (d)) and whether
                to
                reject forms that are incomplete. 

            


    


    
      	(b)	 	
              Except as described in section 2.3(c), a Deferral
                Election
                must be received by the Administrator no later than December 31 of
                the
                year before the year in which the compensation to be deferred would
                otherwise be paid; however, the Administrator may establish an earlier
                deadline. 

            


    


    3 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	(c)	 	
              A Deferral Election by a person who first becomes
                a
                Company employee after January 1 of the year must be received by
                the
                Administrator on or before the 30th calendar day after the date the
                person
                becomes a Company employee. A Deferral Election by a newly eligible
                employee shall apply only to the employee’s compensation for services
                performed after the Administrator receives the Deferral Election.
                

            


    


    
      	(d)	 	
              An employee who makes a Deferral Election for the
                first
                time must also make a Payment Election (described in section 4.2).
                The
                Payment Election must be received by the Administrator by the Deferral
                Election deadline stated in section 2.3(b) or (c).


            


    


    
      	(e)	 	
              Instead of requiring Participants to make new Deferral
                Elections for each new calendar year, the Administrator may provide
                that a
                Participant’s Deferral Election shall, unless modified or cancelled under
                the Plan, remain effective from year to year until the Participant’s
                Termination of Employment. However, for compensation otherwise payable
                in
                future years,a Participant may increase or reduce the amount of
                compensation being deferred, stop deferring compensation or change
                the
                items of compensation being deferred by completing and submitting
                a new
                Deferral Election by the deadline described in section 2.3(b). The
                new
                Deferral Election will be effective at the beginning of the calendar
                year
                following the deadline. 

            


    


    2.4         
Reducing or Stopping Future Deferrals. A Participant may
      request to reduce the amount of compensation being deferred, or to stop
      deferring compensation, during the calendar year by submitting a written request
      to the Administrator together with a new Deferral Election and the reasons
      for
      the request. If the Administrator grants Participant’s request, the
      Administrator shall determine the effective date of the new Deferral Election;
      provided that the new Deferral Election shall apply only to compensation payable
      after the Administrator’s determination. The Administrator may grant only one
      such request for a Participant in any calendar year. 

    4 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE 3
Deferred Compensation
      Account

     

    3.1         
General. The Administrator shall establish and maintain
      an
      Account for each Participant. The Administrator shall credit to the Account
      any
      compensation deferred by a Participant under the Plan. The Administrator shall
      also credit (or debit) to the Account any hypothetical income (or losses) on
      the
      deferred compensation. The credit for deferred compensation shall be effective
      as of the date the compensation would have otherwise been paid to the
      Participant. The credit (or debit) for hypothetical income (or losses) shall
      be
      as provided in section 3.3 or 3.4, as applicable. 

     

    3.2         
Account Balance. The balance of each Participant’s Account
      shall include compensation deferred by the Participant and hypothetical income
      (or losses). The Account balance shall be reduced by any payments or forfeitures
      under Article 4. The Administrator shall determine each Participant’s Account
      balance as of each Valuation Date. The Administrator shall provide each
      Participant an Account statement at least annually. 

     

    
      	3.3 	 	
              Hypothetical Investment of Deferred Cash.
                

            


    


    
      	(a)	 	
              Deferred Cash shall be treated as invested in one
                or more
                hypothetical investments described in section 3.3(b). The Administrator
                shall credit (or debit) to the Participant’s Account as of each Valuation
                Date hypothetical income (or losses) based on the performance of
                the
                applicable hypothetical investment. The credit (debit) shall be applied
                against the balance of Participant’s Account on the immediately preceding
                Valuation Date. The Administrator shall have authority to adopt,
                and from
                time to time change, rules and procedures for crediting (debiting)
                hypothetical income (losses) as to any amount of Deferred Cash that
                has
                been credited to a Participant’s Account for less than the entire month
                ending on the Valuation Date. 

            


    


    
      	(b)	 	
              The Corporate Committee shall determine at least
                one
                hypothetical investment for Deferred Cash and may provide some or
                all Plan
                Participants with options for more than one hypothetical investment.
                The
                Corporate Committee may add or eliminate hypothetical investments
                at any
                time, but any such action shall apply to the balance of a Participant’s
                Account no earlier than the Valuation Date immediately after the
                Corporate
                Committee changes hypothetical investments. The Administrator shall
                have
                authority to adopt rules and procedures by which a Participant with
                a
                choice of more than one hypothetical investment may change hypothetical
                investment elections, provided that a Participant shall not be able
                to
                make changes more than once each calendar quarter.


            


    


    
      	(c)	 	
              If a Change of Control occurs, the annual income
                earned on
                at least one hypothetical fixed return guaranteed principal investment
                must be not less than 50 basis points over the Ten-year Constant
                Treasury
                Maturity Yield as reported by the Federal Reserve Board, based upon
                the
                November averages for the preceding year.


            


    


    5 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.4         
Hypothetical Investment of Deferred CIGNA Stock.
Deferred CIGNA
      Stock shall be credited to Participant’s Account as a number of shares of
      hypothetical CIGNA Stock. The number shall initially be the same number of
      shares that would have been issued to the Participant but for the deferral.
      After the initial credit, the number shall be adjusted as appropriate to reflect
      stock dividends, splits and reclassifications in accordance with the terms
      of
      the applicable Stock Plan. Deferred CIGNA Stock may not be deemed invested
      in
      any other hypothetical investment. An amount equal to the dividends which would
      otherwise be paid on shares of Deferred CIGNA Stock shall be credited to the
      Participant’s Account as Deferred Cash, as of the applicable dividend payment
      date, and deemed invested under Section 3.3. The Administrator shall take
      necessary action to avoid deferral or issuance of fractional shares of CIGNA
      Stock. 

     

    3.5         
Transfer of Prior Deferrals to Plan Account. The Administrator
      may transfer to a Participant’s Account under this Plan any compensation
      previously deferred by the Participant under a deferred compensation plan of,
      or
      agreement with, any Company if that plan or agreement provides or permits such
      a
      transfer or if the Participant consents to such a transfer. 

     

    ARTICLE 4
Payment of Deferred
      Compensation

     

    4.1         
General. The Company shall pay amounts credited to
      Participant’s Account balance according to the Participant’s Payment Elections
      or under the other, applicable provisions of Article 4. Deferred CIGNA Stock
      shall be paid only in shares of CIGNA Stock issued under the applicable Stock
      Plan. The applicable Stock Plan is the plan under which the shares would have
      previously been issued but for the Participant’s deferral, or a successor plan.


     

    
      	4.2 	 	
              Payment Election.


            


    


    
      	(a)	 	
              Subject to section 4.3, a Payment Election must
                specify
                the payment method that shall apply to Participant’s deferred compensation
                and either the date of payment or the date payments are to begin.
                

            


    


    
      	(b)	 	
              A Payment Election must be in a form permitted or
                required
                by the Administrator, and the Administrator may permit or require
                electronic forms. The Administrator shall determine whether a Payment
                Election form is sufficiently complete and shall reject incomplete
                forms.
                

            


    


    
      	(c)	 	
              A Participant may make separate Payment Elections
                for
                Deferred Cash and Deferred CIGNA Stock. The Administrator may provide
                that
                a Participant’s Payment Election shall, once effective, remain effective
                unless and until modified under the Plan. However, a Participant
                may make
                a new Payment Election for any future calendar year deferrals by
                submitting a new Payment Election form. The new Payment Election
                must be
                received by the Administrator by the deadline for Deferral Elections
                described in section 2.3(b). The new Payment Election will be effective
                only for compensation that, absent deferral, would


            


    


    6 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	 	
              otherwise be payable in years after the year the
                Administrator receives the new Payment Election.


            


    


    
      	4.3 	 	
              Payment Methods and Timing.
                

            


    


    
      	(a)	 	
              Subject to the conditions in section 4.3(b) through
                (d),
                the Administrator shall have the authority to determine the payment
                methods and timing permitted under the Plan.


            


    


    
      	(b)	 	
              If the payments are to begin after a Participant’s
                Termination of Employment then, subject to the other provisions of
                Article
                4, no payments may be made before January 1 following the calendar
                year of
                Participant’s Termination of Employment. If a payment method provides for
                periodic payments, payments shall be made at least annually, over
                a period
                not to exceed 15 years. The balance of a Participant’s Account shall be
                paid, in all events, no later than January 31 of the 15th year after
                the
                calendar year of Participant’s Termination of Employment.
                

            


    


    
      	(c)	 	
              The Administrator may permit, and may establish
                rules
                governing, Payment Elections that provide for payments to be made
                (or
                begin) on a specified date before a Participant’s Termination of
                Employment. 

            


    


    
      	(d)	 	
              To the extent there is not in effect at Participant’s
                Termination of Employment a valid Payment Election, the Participant’s
                Account shall be paid annually over a period of 15 years with the
                first
                installment payment in January of the year following the year of
                participant’s Termination of Employment.


            


    


    
      	4.4 	 	
              Changing Payment Methods.
                

            


    


    
      	(a)	 	
              A Participant may request a change in the method
                of
                payment under any Payment Election that provides for payments to
                begin
                after the Participant’s Termination of Employment, subject to these
                conditions: 

            


    


    
      	 	(1)	
               The requested new payment method must be one that
                is
                permitted under section 4.3 (but not under section 4.3(c)).
                

            


    


    
      	 	(2) 	
              The request must be in writing addressed to the
                Administrator. 

            


    


    
      	 	(3)	
               The request must include a new Payment Election
                form, specify the existing Payment Election and amounts of deferred
                compensation that are affected by the request and explain the reasons
                for
                the request. 

            


    


    
      	 	(4) 	
              The Administrator must receive the request before
                the
                Participant's Termination of Employment.


            


    


    7 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	(b)	 	
              A Participant’s request under section 4.4(a) will be
                granted only if the Administrator approves the request. In determining
                whether the request should be approved, the Administrator shall consider
                the Participant’s financial needs, including any changed circumstances, as
                well as the projected financial needs of the Company that is liable
                for
                such future payments. 

            


    


    
      	4.5	 	
              Financial Necessity Payment.
                

            


    


    
      	(a)	 	
              If the Administrator, after considering a Participant’s
                written request, determines that the Participant has an unanticipated
                financial necessity that is beyond his/her control and of such a
                substantial nature that immediate payment of Deferred Cash or issuance
                of
                Deferred CIGNA Stock is warranted, the Administrator in its sole
                and
                absolute discretion may direct that all or a portion of the Participant’s
                Account be paid to the Participant. The amount of the payment shall
                be
                limited to the amount deemed necessary by the Administrator to alleviate
                or remedy the hardship. The payment shall be made in the manner and
                at the
                time specified by the Administrator. 

            


    


    
      	(b)	 	
              The Administrator shall cancel the Deferral Election
                of a
                Participant who receives a payment under section 4.5(a). The cancellation
                shall be effective as of the date of the payment. To resume deferrals,
                the
                Participant must make a new Deferral Election under section 2.3(a).
                

            


    


    4.6         
Accelerated Payments upon Termination of Employment.
The
      Administrator shall have sole and absolute discretion to direct that a
      Participant’s Account balance be paid immediately upon Termination of Employment
      if the Administrator deems it in the best interests of the Participant and
      of a
      Company that payment of the Participant’s Account be accelerated. 

     

    
      	4.7	 	
              Payments of a Deceased Participant’s
                Account.

            


    


    
      	(a)	 	
              Upon the death of a Participant the Administrator
                shall
                pay any remaining portion of Participant’s Account in a single lump sum
                payment to Participant’s Beneficiary. The Administrator may establish
                rules and procedures for designation of beneficiaries and shall make
                determinations regarding the existence and identity of beneficiaries
                and
                the validity of beneficiary designations. A Participant may designate
                more
                than one beneficiary. 

            


    


    
      	(b) 	 	
              Notwithstanding Section 4.7(a), the Administrator
                shall
                pay Participant's Account in a single lump sum payment to the
                Participant's estate if: 

            


    


    
      	 	(1) 	
              The Participant dies without having a valid beneficiary
                designation in effect; 

            


    


    
      	 	(2) 	
              The Participant's designated Beneficiary died before
                the
                Participant died; 

            


    


    8 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	(3) 	
              The Participant's designated Beneficiary cannot
                be found
                after what the Administrator determines has been a reasonably diligent
                search; or 

            


    


    
      	 	(4) 	
              The Administrator determines that a payment in such
                form
                is in the best interest of one or more Companies.


            


    


    
      	(c)	 	
              The Administrator shall generally make any payments
                described in section 4.7(a) and (b) in January following the year
                the
                Participant dies, but no earlier than 60 days after the date Participant
                dies. Nevertheless, the Administrator may make the payment as soon
                as
                practicable after the Participant’s death if the Administrator deems an
                accelerated payment to be in the best interest of the Company or
                the
                Participant’s Beneficiary or estate. 

            


    


    4.8         
Accelerated Payment with Forfeiture. A Participant who is not
      entitled to a payment of his Account under any other provision of Article 4
      may
      make a written request to the Administrator for an accelerated payment of:
      

     

    
      	(a) 	 	
              His entire Account, including hypothetical investment
                results, attributable to compensation deferred after 1995; or
                

            


    


    
      	(b)	 	
              25%, 50% or 75% of the portion of his Account balance
                that
                is attributable to compensation deferred after 1995 and that is (1)
                Deferred CIGNA stock or (2) Deferred Cash or (3) both (including
                hypothetical investment results), but only if the requested portion
                is at
                least $10,000. 

            


    


    As of the Valuation Date immediately after the Administrator
      receives such a request, the Administrator shall make a valuation of the
      Participant’s Account and pay to the Participant 90% of the Account balance or
      requested portion. The Participant shall forfeit to the applicable Company
      the
      remaining 10% of the Account balance or requested portion. 

     

    ARTICLE 5
General Provisions

     

    5.1         
Participant’s Rights Unsecured. The right of a Participant (or
      Beneficiary) to receive payments under the Plan represents an unsecured claim
      against the general assets of the Company that employs the Participant at the
      time that the compensation deferred otherwise would have been paid, or against
      the general assets of any successor company that assumes (or in case Participant
      transfers to employment with a different Company, is assigned) the liabilities
      of that Company. No Company guarantees or is liable for payments to any
      Participant employed by any other Company. Participant’s Account represents a
      mere promise by a Company to make payments in the future. The Plan at all times
      shall be considered entirely unfunded for both tax purposes and for purposes
      of
      Title I of ERISA. 

     

    9 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.2         
Assignability. No right to receive Plan payments shall
      be
      transferable or assignable by a Participant or Beneficiary or subject in any
      manner to anticipation, sale, alienation, pledge, encumbrance, attachment or
      garnishment by creditors of a Participant or Beneficiary, any such attempt
      shall
      be void and of no force or effect. 

     

    5.3         
Administration. CIGNA Corporation’s Chief Executive Officer
      shall appoint the Administrator. Except as otherwise provided by the Plan,
      the
      Administrator shall administer the Plan and shall have authority to adopt
      administrative rules and regulations. The Administrator may, by contract,
      designation or other arrangement, provide for others to perform ministerial
      duties and record keeping. If the Administrator is also a Participant, the
      Corporate Committee (and not the Administrator) shall take any action under
      the
      Plan related to that Participant’s request under Section 2.4, 4.3, 4.4, 4.5, 4.6
      or 4.8. 

     

    5.4         
Administrative Discretion. The Administrator and Corporate
      Committee shall, as to the responsibilities allocated to them separately under
      the Plan, have and sole and absolute discretion to interpret, construe and
      implement the provisions of the Plan, including any disputed or ambiguous terms;
      to make determinations relating to eligibility and benefits; and to make
      findings of fact. Their determinations shall be final and binding on all
      parties. 

     

    5.5         
Amendment. The Plan may be amended, restated, modified,
      or
      terminated by the Board of Directors or the Board Committee. No amendment,
      restatement, modification, or termination shall reduce the balance of a
      Participant’s Account as of the Valuation Date immediately preceding such
      action. 

     

    5.6         
Tax Withholding. To the extent required by the law in effect
      at
      the time a Plan payment is made, the Administrator shall take appropriate action
      to withhold taxes from the payment. 

     

    5.7         
Corporate Reorganization. If a company that employs a
      Participant ceases to be a Subsidiary and retains liabilities and responsibility
      for a Participant’s Plan Account, then the Corporate Committee and Administrator
      shall have no further liability or responsibility for that Account or any legal
      obligation toward Participant after the company ceases to be a Subsidiary.
      That
      company shall designate a governing committee and plan administrator, as
      appropriate, to assume liability and responsibility for administration of the
      Account as of the date the company ceases to be a Subsidiary. 

     

    10 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.8         
Correction of Errors and Inconsistencies. The Administrator may
      in its sole and absolute discretion take action to effect consistency among
      a
      Participant’s Deferral Elections, Payment Elections, or hypothetical investments
      in order to avoid or to rectify difficulties in Plan administration. In no
      event
      shall such action by the Administrator reduce the dollar value of a
      Participant’s Account balance existing on the Valuation Date immediately
      preceding such action (this provision shall not prevent the correction of
      mistakes in Account record keeping), nor shall the Administrator take action
      inconsistent with Section 3.4. The Administrator may take such action before
      or
      after Participant’s Termination of Employment. 

     

    
      	5.9 	 	
              Section 16 Compliance.
                

            


    


    
      	(a)	 	
              Notwithstanding any contrary provision of the Plan
                or any
                applicable Payment Election, if CIGNA Stock is one of the hypothetical
                investment options for Deferred Cash available to a Participant subject
                to
                Section 16 of the Exchange Act, then: 

            


    


    
      	 	(1) 	
              Any of the following transactions that involves
                a
                Participant’s Deferred Cash investment in hypothetical CIGNA Stock shall
                automatically be postponed until at least six months after the earlier
                of
                (i) the date Participant ceases being subject to Section 16 or (ii)
                the
                date of Participant’s most recent opposite-way transaction that is not
                exempt from Section 16(b) of the Exchange Act:


            


    


    
      	 	a. 	
              A cash distribution to the Participant (or Beneficiary)
                in
                connection with Participant's death, disability, retirement or other
                Termination of Employment (except for automatic payments made under
                Sections 4.3(d) or 4.7); and 

            


    


    
      	 	b. 	
              A voluntary transfer among hypothetical investments
                made
                by the Participant (or Beneficiary) in connection with the Participant’s
                death, disability, retirement or other Termination of Employment.
                

            


    


    
      	 	(2)	
               Any election by the Participant to engage in a
                Discretionary Transaction shall automatically be void if that election
                is
                made within six months after such Participant’s election to engage in an
                opposite-way Discretionary Transaction under any CIGNA Corporation
                plan.
                

            


    


    
      	(b)	 	
              The Administrator has sole and absolute discretion
                to take
                such action as may be necessary or desirable to ensure compliance
                with
                Section 16 of the Exchange Act. 

            


    


    11