Exhibit 10.5 (a)


    
      	Exhibit
              10.5(a)     


    


    CIGNA EXECUTIVE SEVERANCE BENEFITS PLAN

     

    ARTICLE
      1
Definitions

     

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

     

    
      	1.1	 	
              “Additional Payment” means the benefit
                described in Section 3.6 of the Plan. 

            


    


    
      	1.2	 	
              “Board” means the Board of Directors
                of
                CIGNA Corporation or a successor. 

            


    


    
      	1.3	 	
              “CIGNA” means CIGNA Corporation, a
                Delaware corporation, its subsidiaries, successors and predecessors.
                

            


    


    
      	1.4	 	
              “Cause” means conviction of the
                Participant for a felony involving fraud or dishonesty directed against
                CIGNA. 

            


    


    
      	1.5	 	
              “Change of Control” means:
                

            


    


    
      	
            	(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 (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 CIGNA Corporation’s outstanding
                common shares; 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
                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 on nomination
                or recommendation of, at least a majority (consisting of at least
                nine
                directors) of the Board. 

            


    


    
      	1.6	 	
              “Code” means the Internal Revenue Code
                of
                1986, as amended. 

            


    


    
      	1.7	 	
              “Committee” means the People Resources
                Committee of the Board, or a successor committee.


            


    


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              1.8

            	 	
              “Covered Executive” means any person
                employed by CIGNA in a position at a Salary Grade Level of 60 or
                higher
                (or an equivalent position). 

            


    


    
      	1.9	 	
              “Excess Parachute Payments” means the
                amount defined in Code Section 280G. 

            


    


    
      	1.10	 	
              “Excise Tax” means any excise tax under
                Code Section 4999 for any Excess Parachute Payments, or any similar
                tax,
                and any interest or penalties relating to such tax..


            


    


    
      	1.11	 	
              “Parachute Payments” means any payments
                defined in Code Section 280G(b)(2). 

            


    


    
      	1.12	 	
              “Participant” means an employee of CIGNA
                who meets the eligibility requirements set forth in Article 2.
                

            


    


    
      	1.13	 	
              “Plan” means the CIGNA Executive
                Severance Benefits Plan, an amendment and restatement of the CIGNA
                Corporation Severance Benefits Plan for Members of the Executive
                Group, as
                it may be amended from time to time. 

            


    


    
      	1.14	 	
              “Severance Pay Plan” means the CIGNA
                Severance Pay Plan, as it may be amended from time to time, or any
                successor plan. 

            


    


    
      	1.15	 	
              “Severance Payment” means any payment,
                distribution or economic benefit to or for the benefit of a Terminated
                Participant payable under the Plan or otherwise in connection with
                a
                Change of Control or Participant’s Termination upon a Change of Control,
                regardless of the plan or arrangement under which the payments are
                made.
                The term shall include, but not be limited to, Basic Severance Pay
                and
                Supplemental Severance Pay under this Plan and any economic benefit
                received by the Terminated Participant because of the acceleration
                of any
                rights under the CIGNA Long-Term Incentive Plan, or any predecessor
                or
                similar plan, regarding stock options, restricted stock grants, stock
                appreciation rights and dividend equivalent rights.


            


    


    
      	1.17	 	
              “Terminated Participant” means a
                Participant whose employment with CIGNA ends because of a Termination
                upon
                a Change of Control. 

            


    


    
      	1.18	 	
              “Termination of Employment Date” means
                the date on which the Participant’s actual employment relationship with
                CIGNA ends. 

            


    


    
      	1.19	 	
              “Termination upon a Change of Control”
                means the termination of a Participant’s employment with CIGNA upon or
                within two (2) years following a Change of Control (a) initiated
                by CIGNA
                or a successor, other than a Termination for Cause, or (b) initiated
                by an
                Employee after determining in his reasonable judgment that there
                has been
                a reduction in his authority, duties, responsibilities or title,
                any
                reduction in his compensation, or any changes caused by CIGNA in
                his
                office location of more than thirty-five (35) miles from its location
                on
                the date of the Change of Control. 

            


    


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    ARTICLE
      2
Eligibility

     

    
      	2.1	 	
              Covered Executives. Subject to the limits
                in Section 2.2, any person who is a Covered Executive on the date
                immediately preceding his or her Termination of Employment Date shall
                be
                eligible for benefits under this Plan. Any person who is a Covered
                Executive on the date of a Change of Control shall remain a Covered
                Executive for the two-year period beginning on the date of a Change
                of
                Control. 

            


    


    
      	2.2	 	
              Coordination of Benefits. A Covered
                Executive who is party to an individual agreement with CIGNA that
                provides
                severance benefits and who qualifies for severance benefits under
                both the
                agreement and this Plan shall receive the greater of the severance
                benefits provided under the agreement or this Plan, but not both.
                

            


    


    ARTICLE 3
Benefits

     

    
      	3.1	 	
              Incorporation of Severance Pay Plan
                Provisions. Except as set forth in this Article 3, the provisions
                of the Severance Pay Plan, with the exception of any exclusions from
                eligibility of persons in positions above salary Grade 59 (or their
                equivalent), are incorporated by reference herein and made part of
                this
                Plan. 

            


    


    
      	3.2	 	
              Termination Upon a Change of Control. The
                provisions of the Severance Pay Plan incorporated above in Section
                3.1
                into this Plan, shall apply to a Terminated Participant, except as
                provided in Sections 3.3 through 3.8 below.


            


    


    
      	3.3	 	
              Basic Severance Pay. Instead of Basic
                Severance Pay under Schedule II of the Severance Pay Plan, a Terminated
                Participant’s Basic Severance Pay shall equal his or her base salary rate,
                stated in weekly terms, multiplied by 104 weeks. Basic Severance
                Pay shall
                be paid to the Terminated Participant in 52 equal bi-weekly installments
                over a two-year period, unless the Terminated Participant elects
                a lump
                sum payment. 

            


    


    
      	3.4	 	
              Supplemental Severance Pay. Supplemental
                Severance Pay for a Terminated Participant with a Termination of
                Employment Date from May 1 to December 31 shall be computed as under
                the
                Severance Pay Plan except that, instead of averaging bonuses or making
                pro-rata adjustments, the lump sum amount shall equal the higher
                of:
                

            


    


    
      	
            	(a)	
              the bonus actually received by the Terminated Participant
                for the calendar year preceding his Termination of Employment Date;
                or
                

            


    


    
      	
            	(b)	
              the amount of the target award that was applicable
                to the
                Terminated Participant immediately preceding the Change of Control.
                For
                purposes of this provision, “target award” means (1) the target award
                established by the Board or Committee for determining appropriate
                levels
                of incentive compensation payments under the CIGNA Key Management
                Incentive Bonus Plan or the CIGNA Executive Incentive Plan or (2)
                for any
                position for which no such target award has been established, the
                median
                level of 

            


    


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              annual incentive compensation paid for executives
                in
                comparable positions by a group of competitor companies, which median
                level has been approved by the Board or Committee.


            


    


    
      	3.5	 	
              Miscellaneous Benefits. During the
                six-month period beginning on a Participant’s Termination of Employment
                Date, CIGNA will provide the Terminated Participant with outplacement
                counseling, office space and secretarial services. A Terminated
                Participant may elect to have CIGNA provide executive financial planning
                and tax preparation services for the calendar year in which his or
                her
                Termination of Employment Date occurs in accordance with such programs
                then in effect. 

            


    


    
      	3.6	 	
              Excise Tax Gross-Up. If a Terminated
                Participant incurs any Excise Tax liability for any Severance Payments
                received from CIGNA, then CIGNA shall provide the Terminated Participant
                with an Additional Payment in an amount such that the sum of the
                following
                amounts shall be equal to the Severance Payments:


            


    


    
      	
            	(a) 	
              the net amount of any Severance Payments received
                by the
                Participant after deduction of any Excise Tax on the Severance Payments;
                

            


    


    
      	
            	(b)	
              the Additional Payment;


            


    


    
      	
            	(c)	
              any Excise Tax and federal, state and local income
                taxes
                upon the Additional Payment; and 

            


    


    
      	
            	(d)	
              any penalties and interest related to such taxes.
                

            


    


    
      	 	
              CIGNA shall pay the Terminated Participant any Additional
                Payment due within 30 days after his or her Termination of Employment
                Date. 

            


    


    
      	3.7	 	
              Tax Computation. For purposes of
                determining whether a Terminated Participant has any Excise Tax liability
                referred to in Section 3.6: 

            


    


    
      	
            	(a)	
              All Severance Payments to the Terminated Participant
                shall
                be treated as Parachute Payments and all Excess Parachute Payments
                shall
                be treated as subject to the Excise Tax, except to the extent that
                tax
                counsel, selected by CIGNA’s independent auditors and acceptable to the
                Terminated Participant, renders a written opinion that all or any
                part of
                any Severance Payment does not constitute a Parachute Payment, or
                represents reasonable compensation for services actually rendered
                (within
                the meaning of Code Section 280G(b)(4)) in excess of the base amount
                (within the meaning of Code Section 280G(b)(3)), or is otherwise
                not
                subject to the Excise Tax; 

            


    


    
      	
            	(b)	
              The amount of Severance Payments to be treated as
                subject
                to the Excise Tax shall equal the lesser of (1) the total amount
                of
                Severance Payments or (2) the amount of Excess Parachute Payments
                (after
                applying paragraph 3.7(a) above); and 

            


    


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            	(c)	
              The value of any noncash benefits and any deferred
                payments or benefits shall be determined by CIGNA’s independent auditors
                in accordance with the principles of Code Sections 280G(d)(3) and
                (4).
                

            


    


    
      	3.8	 	
              Computation of Additional Payment. For
                purposes of determining the amount of any Additional Payment to a
                Terminated Participant under Section 3.6 above:


            


    


    
      	
            	(a)	
              It shall be assumed that the Terminated Participant
                will
                pay Federal income tax at the highest marginal tax rate in the year
                the
                Additional Payment is made, and state and local income taxes at the
                highest marginal tax rates in the state and locality of the Terminated
                Participant’s residence on his or her Termination of Employment Date, net
                of the maximum reduction in Federal income taxes which could be obtained
                from deduction of any such state and local income taxes.
                

            


    


    
      	
            	(b)	
              If the Excise Tax subsequently determined to be
                owed by
                the Terminated Participant is less than the amount that was the basis
                for
                any Additional Payments made under Sections 3.6, then the Terminated
                Participant shall repay to CIGNA, as soon as the amount of his or
                her
                Excise Tax liability has been finally determined, the amount of any
                excess
                Additional Payment, plus interest. 

            


    


    
      	
            	(c)	
              If the Excise Tax subsequently determined to be
                owed by
                the Terminated Participant is more than the amount that was the basis
                for
                any Additional Payments made under Sections 3.6, then CIGNA shall
                pay to
                the Terminated Participant, as soon as the amount of his or her Excise
                Tax
                liability has been finally determined and communicated in writing
                to CIGNA
                (and the amount shall be subject to verification by CIGNA’s independent
                auditors), the additional amount required to provide the Terminated
                Participant with the correct total Additional Payment, plus interest
                on
                the additional amount. 

            


    


    
      	
            	(d)	
              The amount of interest to be paid under paragraphs
                3.8(b)
                and (c) shall be the appropriate applicable federal rate provided
                under
                Code Section 1274(d)(1)(A) in effect on the date of the initial Additional
                Payment. 

            


    


    ARTICLE 4 
Administration of the
      Plan

     

    
      	4.1	 	
              Amendment; Termination. This Plan may be
                amended, modified or terminated by the Board or Committee, in the
                sole and
                absolute discretion of either, at any time, except after a Change
                of
                Control. For the two-year period following a Change of Control, no
                amendment, modification or termination which would adversely affect
                any
                Participant in any manner may be made.


            


    


    
      	4.2	 	
              Effective Date. This Plan shall be
                effective January 1, 1997. 

            


    


    IN WITNESS WHEREOF, CIGNA Corporation has caused this Plan
      to be
      executed by the undersigned officer this 16th day of December, 1996, to be
      effective as of the date set forth herein. 

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      	(Corporate Seal)	 
	 
	Attest:	CIGNA CORPORATION
	 
	 
	 
	/s/ Carol J. Ward	/s/ Donald M. Levinson
	
              

            	
              

            
	Carol J. Ward	Donald M. Levinson
	Corporate Secretary	Executive Vice
              President


    




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