Exhibit 10.1


    Exhibit
      10.1

    


    CIGNA
      Corporation Non-Employee Director Compensation Program

    Effective
      January 1, 2006

    


    Board
      and Committee Retainers

    


    Board
      retainer.
      Each
      Director receives $225,000 annually for Board membership. One third ($75,000)
      of
      the retainer is payable in cash and two-thirds ($150,000) of the retainer is
      payable in deferred stock units. Each
      deferred stock unit represents the value of one share of CIGNA Corporation
      common stock and constitutes the right to a future cash payment equal to (a)
      the
      fair market value of one share at payout and (b) the accumulated amount of
      dividends paid on each share of CIGNA common stock from the date of award of
      the
      deferred stock units until the date of payment (hypothetical
      dividends). 

     

    Committee
      member retainer.
      Each
      Director receives $10,000 annually for each committee membership. Committee
      chairs and members of the Executive Committee do not receive this retainer.
      

     

    Committee
      chair retainer.
      Each
      committee chair other than the chair of the Executive Committee receives $15,000
      annually. 

    


    Payment
      of Retainers. 

    	§  	
            The
              committee member and committee chair retainers as well as the cash
              portion
              of the Board retainer are paid in cash quarterly.
              

          


    	§  	
            Deferred
              stock units are awarded quarterly. Their cash value is paid on the
              third
              anniversary of the award, or upon separation from service, if
              earlier. 
              Hypothetical dividends are treated as reinvested and are paid out with
              the
              stock unit payment.

          


     

    Deferred
      compensation elections.
      Directors may elect to defer some or all of their compensation under the
      Deferred Compensation Plan for Directors of CIGNA Corporation. 

     

    Other
      Director Benefits

     

    Basic
      Life Insurance coverage. Each
      Director is provided coverage in the amount of the annual board
      retainer.

    


    Travel
      accident coverage.
      Each
      Director is provided coverage in the amount of three times the annual board
      retainer. 

     

    Financial
      planning.
      Directors may use the financial planning services available to CIGNA executives.
      

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Insurance.
      Directors may purchase or participate, on an after-tax basis, in life insurance,
      medical/dental care programs, long-term care, property/casualty personal lines
      and various other insurance programs available to CIGNA employees. 

    


    Matching
      Gifts. Directors
      may participate in the matching charitable gift program available to CIGNA
      employees, under which up to $5,000 annually may be matched. 

    


    Post-Termination
      Benefits. Directors
      serving on January 1, 2006 are eligible, upon termination after nine years
      of
      Board service, to continue to participate, in medical/dental care programs
      on an
      after-tax basis for two years and financial planning services (of up to $5,000)
      for one year following separation of service from the Board. These directors
      are
      also provided $10,000 basic life insurance coverage for life. Previously,
      Directors who retired generally were eligible to use financial planning services
      for five years, to participate for life in medical/dental care programs on
      an
      after-tax basis and were provided $10,000 basic life insurance coverage for
      life. All directors may, at their own expense and if otherwise eligible, also
      continue life insurance, long-term care insurance and property/casualty personal
      lines insurance pursuant to the terms of the applicable policies. 

    


    Share
      Ownership Guidelines 

    


    Each
      Director is required to hold CIGNA common stock or CIGNA common stock units
      with
      a value equal to or greater than $250,000. Each Director has three
      years from
      the
      time he or she joins the Board to accumulate the required shares.