Exhibit 10.12 (c)


    
      	Exhibit
              10.12(c)     


    


    CIGNA SUPPLEMENTAL PENSION PLAN
(Amended and Restated
      effective August 1, 1998)
AMENDMENT NO. 2 

     

    
      	
            	 	
              CIGNA Corporation has retained the right to amend
                the
                CIGNA Supplemental Pension Plan (“Plan”) under Article VI, Section 6.2 of
                the Plan, and CIGNA Corporation wishes to amend the Plan’s benefit payment
                provisions. 

            


    


    
      	
            	 	
              Therefore, the Plan is amended effective November
                30,
                2000, as follows: 

            


    


    
      	1. 	 	
              Article IV of the Plan is amended by adding at the
                end a
                new Section 4.12, to read as follows: 

            


    


    
      	4.12 	 	
              Acceleration or Delay of Benefit
                Payment

            


    


    
      	(a)	 	
              The Committee (or, in any matter involving a Committee
                member as Participant, CIGNA’s Chief Executive Officer) may, in its (or
                his or her) sole discretion, direct that:


            


    


    
      	
            	(1)	
              All or part of the Supplemental Pension Benefit
                under
                Section 3.1 otherwise payable to the Participant in the form of a
                single
                lump sum in the January described in Section 4.1(a) shall instead
                be
                accelerated or postponed (or both) as described in Section 4.12(b)
                or (c);
                

            


    


    
      	
            	(2)	
              All or part of the Supplemental Pre-Retirement Surviving
                Spouse Benefit under Section 4.3(a) otherwise payable to the Participant’s
                surviving Spouse in the form of a single lump sum under Section 4.3(b)(1)
                shall instead be postponed as described in Section 4.12(e) or (f);
                and
                

            


    


    
      	
            	(3)	
              All or part of Participant’s Supplemental Pension Benefit
                otherwise payable to the Participant’s surviving Spouse in the form of a
                single lump sum under Section 4.4(1) shall instead be postponed as
                described in Section 4.12(e) or (f). 

            


    


    
      	(b) 	 	
              If the Committee directs all of the payment to be
                accelerated under section 4.12(a)(1), the Supplement Pension Benefit
                shall
                be paid to the Participant on or before December 31 of the year preceding
                the January described in Section 4.1(a), but in no event earlier
                than the
                date of the Participant’s severance from employment. If the Committee
                directs all of the payment to be postponed under section 4.12(a)(1),
                the
                Supplement Pension Benefit shall be paid to the Participant as soon
                as
                practicable in January of the calendar year after the year that contains
                the January described in Section 4.1(a). The payment shall be a single
                lump sum amount that is actuarially equivalent to the single lump
                sum
                amount otherwise payable in the applicable January.


            


    


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      	(c) 	 	
              If the Committee directs that part of the payment
                be
                accelerated under section 4.12(a)(1), the part to be accelerated
                shall be
                paid to the Participant on or before December 31 of the year preceding
                the
                January described in Section 4.1(a), but in no event earlier than
                the date
                of the Participant’s severance from employment. If the Committee directs
                that part of the payment be postponed under section 4.12(a)(1), the
                part
                to be postponed shall be paid to the Participant as soon as practicable
                in
                the calendar year after the year that contains the January described
                in
                Section 4.1(a), but no earlier than 180 days after the date any previous
                Supplemental Pension Benefit payment to the Participant. Any part
                of the
                Supplemental Pension Benefit that is neither accelerated nor postponed
                shall be paid in the year described in Section 4.1(a), but no earlier
                than
                180 days after any accelerated payment. All payments combined shall
                be
                actuarially equivalent to the single lump sum amount otherwise payable
                in
                the applicable January. 

            


    


    
      	(d) 	 	
              Section 4.12(a) shall apply to a Participant entitled
                to
                receive a single lump sum payment of the entire Supplemental Pension
                Benefit under Section 4.1(a) as well as to a Participant who has
                requested
                under section 4.2(a) an Optional Payment Method for less than 100%
                of the
                Supplemental Pension Benefit. 

            


    


    
      	(e) 	 	
              If the Committee directs all of the payment to be
                postponed under Section 4.12(a)(2) or (3), the Supplemental Pre-Retirement
                Surviving Spouse Benefit, or Participant’s Supplemental Pension Benefit,
                shall be paid to the Spouse no sooner than January 1 following the
                year of
                the Participant’s death. The payment shall be a single lump sum amount
                that is actuarially equivalent to the single lump sum amount otherwise
                payable as soon as practicable after Participant’s death.
                

            


    


    
      	(f) 	 	
              If the Committee directs only part of the payment
                to be
                postponed under Section 4.12(a)(2) or (3), the part of the Supplemental
                Pre-Retirement Surviving Spouse Benefit, or Participant’s Supplemental
                Pension Benefit, to be postponed shall be paid to the Spouse no earlier
                than January 1 following the year of the Participant’s death and no
                earlier than 180 days following the date of payment of the non- postponed
                part. For payments under Section 4.12(a)(2), the two payments combined
                shall be actuarially equivalent to the single lump sum amount otherwise
                payable under Section 4.3(b). For payments under Section 4.12(a)(3),
                the
                postponed payment shall be increased by the Interest Credit applicable
                to
                a Plan B Participant. 

            


    


    
      	(g) 	 	
              After a Change of Control the Committee shall no
                longer
                have any discretion to direct acceleration or delay of payments under
                Section 4.12(a). 

            


    


    2.     Paragraphs 4.5(b) and (c) of
      Article IV are amended by replacing the phrase “Sections 4.1, 4.5(a) or 4.6(b)”
with the phrase “Sections 4.1, 4.5(a), 4.6(b) or 4.12(a)(1).” 

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    CIGNA Corporation causes this Amendment No. 2 to the CIGNA
      Supplemental Pension Plan to be executed on December 6, 2000 by its duly
      authorized officer. 

     

    
      	
            	
            	
            
	Attest:	CIGNA CORPORATION
	 	 	 
	/s/ Carol J. Ward	By: 	/s/ H. Edward Hanway
	
              

            	 	
              

            
	Carol J. Ward	 	H. Edward Hanway
	Corporate Secretary	 	President and Chief Executive
              Officer


    

     

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