Exhibit 10.1


    
      	Exhibit
              10.1     


    



    DEFERRED COMPENSATION PLAN FOR DIRECTORS OF CIGNA
      CORPORATION

     

    (Amended and Restated As Of January 1, 1997)

     

    ARTICLE I.   DEFINITIONS

     

    The following are defined terms wherever they appear in the
      Plan.

     

         1.1   “Administrator”
shall mean the person, or committee, appointed by
      the Chief Executive Officer of
      CIGNA Corporation, and charged with responsibility for administration of the
      Plan. 

     

         1.2   "Annual
      Credit Amount” shall mean an amount set from time to time by resolution of
      the Board of Directors. 

     

         1.3   “Board of
      Directors” or “Board” shall mean the Board of Directors of CIGNA
      Corporation.

     

         1.4   “Change of
      Control” shall mean that: 

     

                 (a)
      A corporation, person or group acting in concert as described in Section
      14(d)(2) of the Securities Exchange Act of 1934 as amended ("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 which is either: (l) more than 50 percent
      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 percent 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: (l) 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 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. For purposes of the preceding
      sentence, "Continuity Directors" shall mean those members of the Board who
      either: (1) were directors at 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.

     

         1.5   “CIGNA
      Common Stock” or “Common Stock” or “Stock” shall mean the
      common stock of CIGNA Corporation, par value of one dollar ($1.00) per share.
      

     

         1.6   “Committee”
shall mean the Corporate Governance Committee of the
      Board of Directors of CIGNA
      Corporation, or the successor to such committee.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

         1.7   “Deferral
      Election” shall mean the instrument executed by a Participant which
      specifies amounts and items of compensation to be deferred into the Deferred
      Compensation Account. 

     

         1.8   “ Deferred
      Compensation Account” shall mean the separate account established under the
      Plan for each Participant, as described in Section 3.1. 

     

         1.9   “
      Participant” shall mean each individual who as a Director of CIGNA
      Corporation participates in the Plan in accordance with the terms and conditions
      of the Plan. 

     

         1.10   “Payment
      Election” shall mean the instrument executed by a Participant which
      specifies the method of payment of compensation deferred. 

     

         1.11   “Plan”
shall mean the Deferred Compensation Plan for Directors
      of CIGNA Corporation, as
      it may be amended or restated from time to time by the Board of Directors.
      

     

         1.12   “
      Restatement Date” shall mean January 1, 1997, the effective date of the
      Plan, as amended and restated. 

     

         1.13   “Restricted
      Deferred Compensation Account” shall mean the separate account established
      under the Plan for each Participant participating pursuant to Section 5.1.
      

     

         1.14   “
      Termination of Service” shall mean termination of services as a director of
      CIGNA Corporation, including but not limited to termination by retirement,
      death
      or disability. 

     

         1.15   “Valuation
      Date” shall mean the close of business on the last business day of each
      month. 

     

    ARTICLE II.   PARTICIPATION

     

         2.1   Eligibility to
      Participate in the Plan.

     

         The individuals who are eligible
      to participate in the Plan are those persons who serve as directors of CIGNA
      Corporation.

     

         2.2   Participation
      in the Plan.

     

                 (a)
      A Participant may elect to defer receipt of all or a portion of those items
      of
      compensation for services as a director as are specified by the
      Administrator.

     

                 (b)
      The election to defer is made by delivering a properly executed Deferral
      Election to the Administrator. The Deferral Election shall specify the item
      or
      items of compensation to be deferred, and the amount of such compensation to
      be
      deferred. The election for payment of compensation deferred is made by
      delivering a properly executed Payment Election to the Administrator. The
      Payment Election shall specify the

     

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    method by which such deferred compensation is to be paid,
      and
      the date or dates for payment of such deferred compensation.

     

                 (c)
      An election to defer compensation must be filed by the Participant prior to
      the
      commencement of a calendar year during which such compensation will be
      paid.

     

                 (d)
      Notwithstanding Section 2.2(c), an election to defer compensation made by an
      individual who subsequently begins active service as a director of CIGNA
      Corporation, is filed prior to the date upon which such active service begins,
      shall be effective according to Section 2.2(e)(2), below.

     

                 (e)
      An election to defer compensation is effective: (l) for the year beginning
      after
      the election, and for subsequent years, unless modified or revoked; or, (2)
      if
      Section 2.2(d) applies, for the remainder of the first year of active service,
      as of the first day of active service, and for subsequent years, unless modified
      or revoked.

     

         2.3   Elections
      Pertaining to Payments.

     

         In executing a Payment Election,
      the Participant shall elect among the methods of payment as are specified by
      the
      Committee.

     

                 (a)
      If a method of payment provides for periodic payments, the payments shall be
      made at least annually, over a period not to exceed 15 (fifteen) years.

     

                 (b)
      If the payments are to commence after Termination of Service, no payments may
      be
      made before the first day of January following the calendar year during which
      the Participant terminates service.

     

                 (c)
      The balance of a Participant's Deferred Compensation Account and Restricted
      Deferred Compensation Account shall be paid, in all events, no later than
      January of the fifteenth year following Termination of Service.

     

                 (d)
      If there is not in effect as of Participant's Termination of Service a valid
      Payment Election, the Participant's Deferred Compensation Account and Restricted
      Deferred Compensation Account shall be paid annually over a period of 15
      (fifteen) years.

     

         2.4   Modification of
      Elections Pertaining to Payments.

     

         With respect to payment of
      deferred compensation following Termination of Service, a Participant may
      request modification of his existing Payment Election, for payment under another
      method among those specified by the Committee. Any request for modification
      of
      such Payment Election shall be made before the Participant terminates service.
      The Committee shall consider any such modification request. In determining
      whether the request should be allowed, the Committee shall consider the
      Participant’s financial needs, including any changed circumstances, as well as
      the projected financial needs of CIGNA Corporation. If the Committee determines
      that the request should be

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    allowed, the requested modifications shall be made. The
      Participant shall effect the modifications through execution of a new Payment
      Election, which shall constitute the only Payment Election which is outstanding
      and effective. 

     

         2.5   Reduction
      or Termination of Future Deferral.

     

                 
(a) A Participant may elect to reduce or to revoke his deferral
      of compensation
      into his Deferred Compensation Account, but such election shall have effect
      only
      prospectively. A Participant shall effect an election to reduce his deferral
      of
      compensation by execution of a new Deferral Election, which shall constitute
      the
      only Deferral Election which is outstanding and effective. A Participant shall
      effect an election to revoke his deferral of compensation into his Deferred
      Compensation Account by informing the Administrator in writing. Only one
      election to reduce and one election to revoke may be made under this Section
      2.5
      by each Participant in a calendar year.

     

                 
(b) An election to reduce or to revoke deferral of compensation
      under Section
      2.5(a) above shall become effective in the second calendar month following
      receipt of such election by the Administrator.

     

    ARTICLE III.   COMPENSATION
      DEFERRED

     

         3.1   Deferred
      Compensation Account.

     

         A Deferred Compensation Account
      shall be established for each director when the director becomes a Participant.
      Compensation deferred by a Participant under the Plan shall be credited to
      the
      Deferred Compensation Account on the date such compensation would have been
      paid
      to the Participant. Hypothetical income on deferred compensation shall be
      credited to the Deferred Compensation Account as provided in Section 3.3,
      below.

     

         3.2   Balance of
      Deferred Compensation Account.

     

         The balance of each Participant’s
      Deferred Compensation Account shall include compensation deferred by the
      Participant, plus amounts credited to the Participant’s Deferred Compensation
      Account pursuant to Section 5.3, plus income, hypothetical dividends and gains
      credited with respect to hypothetical investments. Losses from hypothetical
      investments shall reduce the Participant’s Deferred Compensation Account
      balance. The balance of each Participant’s Deferred Compensation Account shall
      be determined as of each Valuation Date. 

     

         3.3   Hypothetical
      Investment.

     

                 
(a) Compensation deferred under the Plan which would have
      been paid in cash
      shall be assumed to be invested, without charge, in one or more hypothetical
      investment vehicles as are specified from time to time by the Committee. With
      respect to such hypothetical investment:

     

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(1) Cash compensation deferred shall be deemed to earn income
      under the
      hypothetical investment vehicle. The Administrator shall credit such income
      to
      the Participant’s Deferred Compensation Account, pursuant to Section 3.4 below.


     

                   
(2) The Committee, in its sole discretion, may provide that
      cash compensation
      deferred after the Restatement date is deemed invested in a different
      hypothetical investment vehicle or vehicles than the investment vehicle in
      which
      cash compensation deferred before the Restatement Date is deemed invested.
      

     

                   
(3) The Committee, in its sole discretion, may provide Plan
      Participants with
      options for one or more additional hypothetical investment vehicles for
      investment of cash compensation deferred under the Plan, with respect to which:
      

     

                      
(A) a Participant may modify his election of hypothetical
      investment and may
      make any transfers between and among hypothetical investments, through a written
      request to the Administrator; provided that,

     

                      
(B) only one such modification or transfer shall be allowed
      during any calendar
      quarter.

     

                      
(C) any such modification or transfer shall be effective in
      the second calendar
      month following receipt of the request by the Plan Administrator.

     

                      
(D) such modifications and transfers will be in accordance
      with rules and
      procedures adopted by the Plan Administrator.

     

                 
(b) Compensation deferred under the Plan into the Participant's
      Deferred
      Compensation Account as an alternative to receipt of Common Stock or credited
      to
      the Participant's Restricted Deferred Compensation Account pursuant to Sections
      5.1 or 5.2 of the Plan shall be deemed to be invested, hypothetically and
      without charge, in whole shares of hypothetical Common Stock. Shares of
      hypothetical Common Stock shall be subject to adjustment in order to reflect
      Common Stock dividends, splits, and reclassification. Except in the event of
      a
      Change of Control, amounts in the Participant's Deferred Compensation Account
      and Restricted Deferred Compensation Account deemed invested in hypothetical
      Common Stock must remain so invested, and no other investment vehicle available
      hereunder may be substituted therefor until the January following the
      Participant's Termination of Service. Thereafter, intra-Plan transfers may
      be
      made only in accordance with Section 3.3(a) above; provided that all such
      intra-Plan transfers occurring within six months after the Participant's
      Termination of Service shall be subject to approval by the Administrator to
      ensure compliance shall with Section 16 of the Securities Exchange Act of
      1934.

     

                 
(c) Amounts equal to cash dividends which would have been
      paid on shares of
      Common Stock shall be deemed paid on whole shares of hypothetical Common Stock
      in the Participant's Deferred Compensation Account and Restricted Deferred
      Compensation Account. Such amounts shall be credited to the Participant's
      Deferred Compensation Account and 

     

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    shall be hypothetically invested in accordance with Section
      3.3(a) unless the Participant elects to have such amounts invested in one or
      more of the other hypothetical investment vehicles specified from time to time
      by the Committee.

     

                 
(d) In the event of a Change of Control, the Committee shall
      provide
      Participants with the option for investment in at least one hypothetical
      investment vehicle, the annual income earned on which 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.

     

         3.4   Time of
      Hypothetical Investment.

     

                 
(a) The balance of each Participant's Deferred Compensation
      Account shall be
      deemed hypothetically invested on each Valuation Date, and income shall accrue
      on such balance upon such date, from the previous Valuation Date.

     

                 
(b) Compensation which would have been paid in cash shall
      be deemed invested in
      the Participant's Deferred Compensation Account on the Valuation Date next
      following such hypothetical investment or credit.

     

                 
(c) Compensation hypothetically invested in Common Stock shall
      be deemed
      invested in whole shares of Common Stock as of the date such compensation
      otherwise would have been payable to the Participant. The number of whole shares
      of Common Stock in which compensation is deemed hypothetically invested in
      the
      Deferred Compensation Account shall be determined with respect to the last
      trade
      date in the month in which such compensation otherwise would have been payable,
      by reference to the closing price on the last business day of such month as
      reported on the Composite tape (or successor means of publishing stock prices),
      provided, that in absence of such information, the Stock value shall be
      determined by the Committee.

     

         3.5   Statement
      of Account.

     

         The Administrator shall provide
      each Participant a statement of his Deferred Compensation Account at least
      annually.

     

    ARTICLE IV.   PAYMENT OF DEFERRED
      COMPENSATION

     

         4.1   Payment of
      Deferred Compensation.

     

                 
(a) The Administrator shall pay amounts from the Participant's
      Deferred
      Compensation Account, according to the Participant's Payment Election.

     

                 
(b) Compensation deferred into the Deferred Compensation Account
      under the Plan
      shall be paid to the Participant in cash pursuant to Section 4.1(a).

     

         4.2   Financial
      Necessity Payment.

     

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         Notwithstanding any other
      provision of the Plan, if the Committee, after consideration of a Participant’s
      application, determines that the Participant has a financial necessity beyond
      the Participant’s control, and of such a substantial nature that immediate
      payment of compensation deferred under the Plan is warranted, the Committee
      in
      its sole and absolute discretion may direct that all or a portion of the balance
      of the Participant’s Deferred Compensation Account be paid to the Participant in
      cash. The amount of any such distribution shall be limited to the amount deemed
      necessary by the Committee to alleviate or remedy the hardship. The payment
      shall be made in a manner and at the time specified by the Committee. A
      Participant receiving a Financial Necessity Payment is deemed to have revoked
      his election for deferral of compensation under the Plan, as of the time of
      the
      Financial Necessity Payment. Any subsequent deferral of compensation under
      the
      Plan shall require that the Participant execute a new Deferral Election, subject
      to terms of Section 2.2(e)(1) hereof. 

     

         4.3   Certain
      Accelerated Payments.

     

                 
(a) If a Participant terminates service under circumstances
      which are such that
      the Committee deems it in the best interest of the Participant and of CIGNA
      Corporation that payment of the Participant's Deferred Compensation Account
      and
      Restricted Deferred Compensation Account be accelerated, then the Committee,
      upon its own motion and in its sole discretion, may direct that the
      Participant's Deferred Compensation Account and Restricted Deferred Compensation
      Account balances be paid to him immediately.

     

                 
(b) If, as a result of substantial and unforeseen changes
      affecting (1) the
      business of CIGNA Corporation, (2) the personal or professional circumstances
      of
      a Participant, or (3) operation or administration of the Plan, the Committee
      determines that the interests of the Participant and of CIGNA Corporation are
      best served through accelerated payment of the Participant's Deferred
      Compensation Account and Restricted Deferred Compensation Account, the Committee
      on its own motion and in its sole discretion may direct that the Participant's
      Deferred Compensation Account and Restricted Deferred Compensation balances
      be
      paid to him immediately.

     

                 
(c) A Participant who is not entitled to payment of his Deferred
      Compensation
      Account under any other provision of Article IV may make a written request
      to
      the Committee for an accelerated payment of his entire Deferred Compensation
      Account balance except for that portion equal to hypothetical dividends on
      hypothetical Common Stock initially credited to the Participants' Restricted
      Deferred Compensation Account pursuant to Section 5.1(a). If the Committee
      receives such a request, it shall make a final valuation of the unrestricted
      portion of the Participant's Deferred Compensation Account and pay ninety per
      cent (90%) of the Deferred Compensation Account balance to the Participant.
      The
      Participant shall forfeit the remaining ten per cent (10%) of his Deferred
      Compensation Account balance to the Corporation. Payments under this Section
      4.3(c) may be made only from that portion of a Participant's Account, including
      hypothetical investment results, attributable to compensation deferred after
      1995.

     

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         4.4   Payments
      of a Deceased Participant's Account

     

                 
(a) If a Participant dies before his entire Deferred Compensation
      Account and
      Restricted Deferred Compensation Account has been paid to him, the Administrator
      shall pay the Deferred Compensation Account balance and Restricted Deferred
      Compensation Account in a single lump sum payment to the person(s) or trust(s)
      designated in writing by the Participant as his beneficiary(ies) under the
      Plan.
      The Administrator is authorized to establish rules and procedures for
      designations of beneficiaries and shall have the sole discretion to make
      determinations regarding the existence and identity of beneficiaries and the
      validity of beneficiary designations.

     

                 
(b) Notwithstanding Section 4.4(a), the Administrator shall
      pay the Deferred
      Compensation Account balance and Restricted Deferred Compensation Account
      balance, as soon as administratively feasible, 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 has predeceased
      him;

     

                    
(3) The Participant's designated beneficiary cannot be found
      after what the
      Administrator determines, in his sole discretion, has been a reasonably diligent
      search; or

     

                    
(4) The Administrator determines, in his sole discretion,
      that a payment in such
      form is in the best interest of the Corporation.

     

    ARTICLE V.   Restricted Deferred
      Compensation Accounts

     

         5.1   Establishment
      of Restricted Deferred Compensation Accounts

     

                 
(a) A Restricted Deferred Compensation Account shall be established
      for each
      person serving as a director of CIGNA Corporation on December 31, 1996 except
      directors who (1) if they had retired on or before December 31, 1996, would
      have
      satisfied the eligibility requirements ("Eligibility Requirements") under
      Section 1 of the Retirement and Consulting Plan for Directors of CIGNA
      Corporation (the "Retirement Plan") and (2) did not waive their rights under
      the
      Retirement Plan on or before December 31, 1996. As of January 1, 1997, the
      present value of the accrued benefits under the Retirement Plan of each
      Participant for whom a Restricted Deferred Compensation Account has been
      established will be credited to that Participant's Restricted Deferred
      Compensation Account. The credited amounts will then be deemed to be invested
      and remain invested thereafter, hypothetically and without charge, in whole
      shares of hypothetical Common Stock. The number of whole hypothetical Common
      Shares to be credited to the Restricted Deferred Compensation Accounts shall
      be
      determined by using the average closing price for CIGNA Common Stock as reported
      on the 

     

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    Composite tape (or successor means of publishing stock prices)
      for the ten (10) business days prior to January 1, 1997.

     

                 
(b) A Restricted Deferred Compensation Account shall be established
      for each
      person first elected to the Board of Directors of CIGNA Corporation after
      December 31, 1996.

     

         5.2   Annual
      Credit Amount

     

         Beginning in 1997 and in each year
      thereafter, on the last business day of the month during which the Corporation’s
      Annual Meeting of Shareholders is held, the Annual Credit Amount will be
      credited to the Restricted Deferred Compensation Account of each Participant
      who
      is then a Director of CIGNA Corporation for whom such an account has been
      established pursuant to Section 5.1. That amount shall be assumed to be invested
      and remain invested thereafter, hypothetically and without charge, in whole
      shares of hypothetical Common Stock. The number of whole shares shall be
      determined by dividing the Annual Credit Amount by the average closing price
      for
      CIGNA Common Stock (as reported on the Composite tape or successor means of
      publishing stock prices) for the last ten (10) business days of the month during
      which CIGNA Corporation’s Annual Meeting of Shareholders is held.

     

         5.3   Dividends
      and Adjustments

     

         Hypothetical dividends shall be
      credited to the Participant’s Deferred Compensation Account and be invested and
      adjusted as provided in Section 3.3(c). 

     

         5.4   Time of
      Payment

     

         Payments of the balance in the
      Restricted Deferred Compensation Account shall: be made in cash; commence the
      January following the calendar year in which the Participant’s Termination of
      Service occurs -- except as allowed by Section 4.3(a) or (b); and be made in
      accordance with the Participant’s applicable Payment Election. If a Participant
      dies before the entire balance in his Restricted Deferred Compensation Account
      has been paid to him, the Administrator shall pay such balances pursuant to
      Section 4.4 of this Plan. 

     

         5.5   Statement
      of Restricted Deferred Compensation Account

     

         The Administrator shall provide
      each Participant a statement of his Restricted Deferred Compensation Account
      at
      least annually. The balance in the Participant’s Restricted Deferred
      Compensation Account shall be calculated in accordance with Section 3.2 of
      the
      Plan.

     

    ARTICLE VI.   GENERAL
      PROVISIONS

     

         6.1   Committee
      Membership.

     

         A Participant who is also a member
      of the Committee shall take no part in any decision pertaining to a request
      by
      such Participant under Sections 2.4, 4.2, and 4.3 hereof. 

     

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         6.2   Participant's
      Rights Unsecured.

     

         The right of any Participant to
      receive payments under the provisions of the Plan represents an unsecured claim
      against the general assets of CIGNA Corporation, or against the general assets
      of any successor company which assumes the liabilities of CIGNA Corporation.
      

     

         6.3   Assignability.

     

         No right to receive payments
      hereunder shall be transferable or assignable by a Participant. Any attempted
      assignment or alienation of payments hereunder shall be void and of no force
      or
      effect.

     

         6.4   Administration.

     

         Except as otherwise provided
      herein, the Plan shall be administered by the Administrator who shall have
      the
      authority to adopt rules and regulations for carrying out the Plan, and who
      shall interpret, construe and implement the provisions of the Plan. 

     

         6.5   Amendment.

     

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

     

         6.6   Correction
      of Errors and Inconsistencies.

     

         The Committee upon its own motion,
      or at the request of the Administrator or of a Participant, shall have the
      authority to effect consistency among deferral elections, payment elections,
      or
      hypothetical investment with respect to amounts deferred by a Participant under
      the Plan, so as to avoid or rectify difficulties in Plan administration. In
      no
      event shall such action by the Committee reduce the dollar value of a
      Participant’s Deferred Compensation Account balance or Restricted Deferred
      Compensation Account balance as of the Valuation Date immediately preceding
      such
      action, nor shall the Committee take any action inconsistent with Section 3.3(b)
      hereof. The Committee may take such action with respect to a Participant’s
      Deferred Compensation Account or Restricted Deferred Compensation Account,
      regardless of whether such Participant may continue as a Director of CIGNA
      Corporation, or whether he may have terminated service. Without limiting the
      foregoing, the Committee may take such action upon the request of the
      Administrator, in order to avoid deferral of fractional shares of Stock. 

     

         6.7   Compliance
      with Section 16.

     

         If the Administrator determines
      that, in order to comply with Section 16 of the Securities Exchange Act of
      1934,
      as amended, it is necessary for the Board rather than the Committee to take
      any
      action which the Plan authorizes the Committee to take, the Administrator
      shall

     

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    request the Board to do so. 

     

         6.8   Construction.

     

         The masculine gender where
      appearing in the Plan shall be deemed to include the feminine gender. The
      singular shall be deemed to include the plural; and the plural the singular.
      






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