Exhibit 10.11(b)

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

          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,  unless  another  date is  indicated
below,  effective  September 1, 1999 and only for Plan participants who have not
as of that date terminated employment with the Company, as follows:

1.       Section 4.1(a) of Article IV of the Plan is entirely amended effective
as of January 1, 1999 for all Participants, to read:

4.1      Standard Form of Benefits

(a)      Except as provided in Section 4.2, the  Supplemental  Pension  Benefit
         under  Section 3.1 shall be paid to the  Participant  in the form of a
         single lump sum in the January following  Participant's severance from
         employment  with the Company or, if later,  the January  following the
         year in which the Participant reaches age 55.

2.       Section  4.2(a) of  Article  IV of the Plan is amended by adding a new
paragraph at the end to read:

         A Participant may make a written request to the Plan  Administrator for
         an  Optional  Payment  Method for 25%,  50%,  75% or 100% of his entire
         Supplemental   Pension   Benefit   (determined   as  of  the   date  of
         participant's severance from employment).

3.       Section 4.2(b) is entirely amended to read:

(b)      A Participant may request that the date of payment under Section 4.1 or
         the date payments begin under Section 4.2(a) be postponed to January of
         any  later  year,  but no later  than the year  after  the  Participant
         reaches age 70. A request for a postponed  payment by a Participant who
         also  requests an Optional  Payment  Method for 25%,  50% or 75% of his
         Supplemental  Pension  Benefit  (or  whose  prior  request  for such an
         Optional Payment Method has been approved) will be approved only if the
         requested  date of future  payment under Section 4.1 is the same as the
         requested date future payments begin under Section 4.2(a).

4.       Section 4.2(e) of Article IV of the Plan is entirely amended to read:

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(e)      A Participant  may, before his  termination of employment  date, make a
         written  request  to the Plan  Administrator  for an  Optional  Payment
         Method for 25%, 50%, 75% or 100% of his  Supplemental  Pension  Benefit
         (determined as of the date of Participant's severance from employment),
         a change to another Optional Payment Method or a change to the standard
         single lump sum form of benefit under Section 4.1.

5.       Section 4.3(b) of Article IV of the Plan is entirely amended to read:

(b)      The Supplemental  Pre-Retirement Surviving Spouse Benefit shall be paid
         to the eligible Spouse as soon as practicable  after the  Participant's
         death. The form of payment shall be:

         (1)       A single  lump sum to the extent and in the same  proportion
                   that the  Participant  had not elected any Optional  Payment
                   Method under Section 4.2(a);

         (2)       Annual   installments   for  the  period   selected  by  the
                   Participant,  to the extent and in the same  proportion that
                   the Participant had elected an Optional Payment Method under
                   Section 4.2(a)(3); or

         (3)       Annual   installments  for  15  years  (with  any  remaining
                   installments  payable  to the  Spouse's  Beneficiary  if the
                   Spouse dies before all installments are paid), to the extent
                   and in the same proportion  that the Participant  elected an
                   Optional Payment Method under Section 4.2(a)(1) or (2).

6.       Section 4.4 of Article IV of the Plan is entirely amended to read:

If a Plan B Participant dies before the Supplemental Pension Benefit payment has
been made  under  Section  4.1 (or  before  the date as of which  payments  have
commenced  under Section 4.2), the  Participant's  Supplemental  Pension Benefit
shall be paid to the Participant's  Beneficiary as soon as practicable after the
Participant's death. The form of payment shall be:

         (1)       A single  lump sum to the extent and in the same  proportion
                   that the  Participant  had not elected any Optional  Payment
                   Method under Section 4.2(a);

         (2)       Annual   installments   for  the  period   selected  by  the
                   Participant,  to the extent and in the same  proportion that
                   the Participant had elected an Optional Payment Method under
                   Section 4.2(a)(3); or

         (3)       Annual   installments  for  15  years  (with  any  remaining
                   installments payable to the Beneficiary's Beneficiary if the
                   first Beneficiary dies before all installments are paid), to
                   the extent and in the same  proportion  that the

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                   Participant elected an Optional Payment Method under Section
                   4.2(a)(1) or (2).

7.       Section 4.5 of Article IV of the Plan is amended by entirely replacing
paragraphs (b) and (c), and by adding at the end a new paragraph (d), to read:

(b)      To the  extent  a Plan A  Participant  has  been  paid a  Supplemental
         Pension  Benefit in the form of a single lump sum under  Sections 4.1,
         4.5(a) or 4.6(b), or has received payments in the form of any Optional
         Payment Method under Section 4.2, and is later rehired by any Company,
         he shall not,  upon  subsequent  Retirement  or other  termination  of
         employment, be entitled to any additional Supplemental Pension Benefit
         under  this  Plan  based  upon  any  Credited   Service  used  in  the
         calculation  of the  initial  Supplemental  Pension  Benefit  payment.
         Furthermore,  any  Credited  Service  that is or would be  disregarded
         under the  preceding  sentence  in  computing  a Plan A  Participant's
         Supplemental  Pension  Benefit shall also be  disregarded in computing
         any benefits payable to Participant's  Spouse under Sections 4.3 after
         Participant's reemployment.

(c)      To the  extent a Plan B  Participant  is paid a  Supplemental  Pension
         Benefit in the form of a single lump sum under Sections 4.1, 4.5(a) or
         4.6(b)  and is  later  rehired  by any  Company,  he shall  not,  upon
         subsequent Retirement or other termination of employment,  be entitled
         to any additional  Supplemental  Pension Benefit under this Plan based
         upon any Benefit  Credits or Interest  Credits used in the calculation
         of the initial Supplemental Pension Benefit payment.  Furthermore, any
         Credits that are or would be disregarded under the preceding  sentence
         in computing a Plan B Participant's Supplemental Pension Benefit shall
         also be disregarded in computing any benefits payable to Participant's
         Beneficiary under Section 4.4 after Participant's reemployment.

(d)      If a Participant  who has been paid a Supplemental  Pension  Benefit in
         the form of any Optional Payment Method under Section 4.2 is rehired by
         any Company,  upon his  subsequent  Retirement or other  termination of
         employment,   the  Plan  Administrator   shall  reduce  any  additional
         Supplemental Pension Benefit then payable under this Plan to the extent
         the  Participant  received  part of his  Supplemental  Pension  benefit
         before his rehire.

CIGNA Corporation causes this Amendment No. 1 to the CIGNA Supplemental  Pension
Plan to be executed on December 21, 1999, by its duly authorized officer.


Attest:                                    CIGNA CORPORATION

/s/ Carol J. Ward                          By:/s/ Wilson H. Taylor
--------------------------                 -----------------------------
Carol J. Ward                              Wilson H. Taylor
Corporate Secretary                        Chairman and Chief Executive Officer



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