Exhibit 10.7(b)

                             AMENDMENT NO. 1 TO THE
                     CIGNA EXECUTIVE SEVERANCE BENEFITS PLAN

     Under  Section  4.1 of the CIGNA  Executive  Severance  Benefits  Plan (the
"Plan"),  CIGNA  Corporation  has  retained  the right to amend the Plan.  CIGNA
Corporation wishes to amend the Plan to change the severance benefits payable to
executives terminated following a Change of Control (as defined in the Plan) and
to permit  Plan  changes  following  a Change of  Control  with the  consent  of
affected executives.

     Effective February 23, 2000, CIGNA Corporation amends the Plan as follows:


1.        Section 1.19 is amended entirely as follows:

1.19      "Termination  upon a Change of Control" means the termination  upon or
          within two (2) years  following a Change of Control of a Participant's
          employment  with CIGNA (a)  initiated by CIGNA or a  successor,  other
          than a  Termination  for Cause,  or (b)  initiated by the  Participant
          after determining in the Participant's  reasonable judgment that there
          has been a material reduction in the Participant's  authority,  duties
          or responsibilities,  any reduction in the Participant's compensation,
          or any  changes  caused  by CIGNA or  successor  in the  Participant's
          principle office location of more than thirty-five (35) miles from its
          location on the date of the Change of Control.  Participant shall have
          notified the Executive Vice  President - Human  Resources and Services
          or the Chief  Executive  Officer in writing that he has  experienced a
          material  reduction,  and shall  describe  the event that he  believes
          constitutes a material reduction. The written explanation of reduction
          must be delivered  within 30 calendar days after such reduction and at
          least two weeks before termination.


2.        New Section 1.20 is added at the end Article 1:

1.20      "Covered Senior Executive" means the following Covered Executives: the
          Chief  Executive  Officer of CIGNA  Corporation,  the Chief  Operating
          Officer  of  CIGNA  Corporation  and the  President  (or  other  chief
          officer) of each CIGNA Corporation operating and staff division if the
          Covered  Executive  reports  directly  to either  the Chief  Executive
          Officer or the Chief Operating Officer of CIGNA Corporation.


3.        Sections 3.3 and 3.4 are amended entirely as follows:

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 be calculated and paid as follows:

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          (a)  Basic Severance Pay shall equal the Terminated Participant's base
               salary rate, stated in weekly terms,  multiplied by 156 weeks for
               Covered  Senior  Executives  and 104 weeks for all other  Covered
               Executives.  The  "base  salary  rate"  shall  be the  Terminated
               Participant's base salary rate immediately before the Termination
               of  Employment  Date or on the  date of the  Change  of  Control,
               whichever rate is higher.

          (b)  Unless  the  Terminated  Participant  elects a lump sum  payment,
               Basic Severance Pay shall be paid to Covered Senior Executives in
               78  equal  biweekly  installments  over  156  weeks  and to other
               Covered  Executives in 52 equal  biweekly  installments  over 104
               weeks.

3.4       Supplemental Severance Pay.

          (a)  Instead of  Supplemental  Severance Pay under  Schedule II of the
               Severance  Pay  Plan,  a  Terminated  Participant's  Supplemental
               Severance  Pay shall be the product of the Base Amount  described
               in paragraph  3.4(b) and the applicable  Multiplier  described in
               paragraph 3.4(c).

          (b)  The Base Amount shall be the higher of:

               (1)  the  last  bonus   actually   received  by  the   Terminated
                    Participant; or

               (2)  the amount of the Target  Award that was  applicable  to the
                    Terminated  Participant  immediately preceding the Change of
                    Control.  "Target  Award"  means (A) the target  bonus award
                    established  by  the  Board  or  Committee  for  determining
                    appropriate levels of incentive  compensation payments under
                    the CIGNA  Management  Incentive Plan or the CIGNA Executive
                    Incentive  Plan or (B) for any  position  for  which no such
                    target  award  has been  established,  the  median  level of
                    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.

          (c)  The Multiplier shall be:

               (1)  300% for Covered Senior Executives; and

               (2)  200% for all other Covered Executives.

          (d)  Supplemental  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.

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4.        Section 4.1 is amended entirely as follows:

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,  prior to 6 months before a Change
          of Control.  For the period  beginning 6 months  before and ending two
          years  following a Change of Control,  no amendment,  modification  or
          termination  which would adversely  affect a Participant in any manner
          may be made without the express written consent of that Participant.


CIGNA Corporation  causes this Amendment No. 1 to the CIGNA Executive  Severance
Benefits  Plan to be executed  on  February  23,  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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