Exhibit 10.2


    Exhibit
      10.2 

    


    RESTRICTED
      STOCK/STOCK EQUIVALENT PLAN

    FOR
      NON-EMPLOYEE DIRECTORS OF CIGNA CORPORATION

    Amended
      and Restated Effective January 17, 2006

    


    1.
      Purpose.

    


    The
      Restricted Stock/Stock
      Equivalent Plan for Non-Employee Directors of CIGNA Corporation (the "Plan")
      is
      intended to provide directors of CIGNA Corporation (the "Company") with a
      proprietary interest in the Company's success and progress by granting them
      shares of the Company's Common Stock or Common Stock Equivalents ("Common Stock"
      or “Stock Equivalents”) which are restricted in accordance with the terms and
      conditions set forth below ("Restricted Shares" or
      “Restricted Share Equivalents”). The Plan is intended to increase the alignment
      of personal economic interest between directors and shareholders generally
      and
      to strengthen the Company's ability to continue attracting and retaining highly
      qualified directors. No grants will be made under the Plan on or after January
      17, 2006 except to Eligible Directors (as defined below) whose service as a
      member of the Company’s Board of Directors (the "Board") started before January
      1, 2006.

    


    2.
      Administration.

    


    The
      Plan
      is to be administered by the Corporate Governance Committee of the Board or
      any
      successor committee with responsibility for compensation of directors (the
      "Committee").

    


    3.
      Eligibility
      and Grants.

    


    All
      Eligible Directors shall be eligible to participate in the Plan. “Eligible
      Directors” means all persons who (a) were members of the Board on September 30,
      1989 (the “Effective Date”), or were elected to the Board after the Effective
      Date and before January 1, 2006 and (b) have served as directors for at least
      six months and, for the ten year period ending on the date such service began,
      were not officers or employees of the Company or any of its subsidiaries.


    


    Each
      director who was an Eligible Director on the Effective Date was granted 4,500
      Restricted Shares, effective as of the Effective Date. Each director who became
      an Eligible Director after the Effective Date but before October 1,
      2004 was
      granted 4,500 Restricted Shares, effective as of the date such director became
      an Eligible Director. Each director who becomes an Eligible Director after
      October 1, 2004 but before January 17, 2006 shall be granted 4,500 Restricted
      Share Equivalents, effective as of the date such director becomes an Eligible
      Director.

    


    4.
      Terms
      and Conditions of Restricted Shares.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (a)
      General.
      Subject
      to the provisions of Section 4(c) below, the restrictions set forth in Section
      4(b) shall apply to each grant of Restricted Shares for
      a
      period (the "Restricted Period") from the date of grant until the later of
      the
      expiration of the six-month period immediately following the date of grant
      or
      the date on which the shares vest as provided in Section 4(c).

    


    (b)
      Restrictions
      on Restricted Shares.
      A stock
      certificate representing the number of Restricted Shares granted shall be
      registered in each Eligible Director's name but shall be held in custody by
      the
      Company for the Eligible Director's account. The Eligible Director shall have
      all rights and privileges of a shareholder as to such Restricted Shares,
      including the right to receive dividends and the right to vote such Restricted
      Shares, except that the following restrictions shall apply: (i) the Eligible
      Director shall not be entitled to delivery of the certificate until the
      expiration of the Restricted Period, (ii) none of the Restricted Shares may
      be
      sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
      during the Restricted Period, and (iii) except as provided in Section 4(c),
      all
      of the Restricted Shares shall be forfeited and all rights of the Eligible
      Director to such Restricted Shares shall terminate without further obligation
      on
      the part of the Company upon the Eligible Director's ceasing to be a director
      of
      the Company prior to the expiration of the Restricted Period.

    


    (c)
      Vesting
      of Restricted Shares 

    


    (i)
      The
      Restricted Shares granted to an Eligible Director shall vest on: (1) January
      17,
      2006, for an Eligible Director who as of that date has remained in continuous
      service as a director of the Company for at least nine years; (2) the ninth
      anniversary of the date an Eligible Director began service as a director of
      the
      Company if the Eligible Director has remained in continuous service as a
      director of the Company for that period and the Eligible Director had
      continuously served for fewer than nine years as of January 17, 2006; or (3)
      if
      earlier than the dates set forth in (1) or (2), upon termination of service
      as a
      director of the Company if the Eligible Director ceases to be a director by
      reason of Disability, death, Retirement or Change of Control. If an Eligible
      Director ceases to be a director of the Company for any other reason not listed
      in (3) above and the Restricted Shares have not otherwise vested pursuant to
      (1)
      or (2) above, the Eligible Director shall immediately forfeit all Restricted
      Shares except to the extent that a majority of the Board other than the Eligible
      Director approves the vesting of such Restricted Shares. Upon vesting, except
      as
      provided in Section 6, all restrictions applicable to such Restricted
      Shares shall
      lapse. Such shares shall be delivered to the Eligible Director, or the Eligible
      Director's beneficiary or estate, in accordance with Section 4(d). 

    


    (ii)
      Disability.
      For
      purposes of this Plan, "Disability" shall mean a permanent and total disability
      as defined in Section 22(e)(3) of the Internal Revenue Code.

     

     

    
      
        
        

      

      
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    (iii)
      Retirement.
      For
      purposes of this Section 4(c), "Retirement" shall mean ceasing to be a director
      of the Company (i) on or after age 72, or (ii) on or after age 65 with the
      consent of a majority of the members of the Board other than the Eligible
      Director.

    


    (iv)
      Change
      of Control.
      For
      purposes of this Plan, "Change of Control" shall mean:

    


    (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 the Company having
      voting power which is either (i) more than 50% of the voting power of the shares
      which voted in the election of directors of the Company at the shareholders'
      meeting immediately preceding such determination, or (ii) more than 25% of
      the
      voting power of the Company's outstanding common shares; or

    


    (B)
      as a
      result of a merger or consolidation to which the Company is a party, either
      (i)
      the Company is not the surviving corporation or (ii) Directors of the Company
      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: (i)
      were directors at the beginning of such consecutive 24-month period; or (ii)
      were elected by, or on nomination or recommendation of, at least a majority
      (consisting of at least nine directors) of the Board.

    


    (d)
      Delivery
      of Shares. At
      the
      end of the Restricted Period, the number of Restricted Shares which
      have vested shall be delivered free of all such restrictions to the Eligible
      Director or the Eligible Director's beneficiary or estate, as the case may
      be. The
      shares shall be certificated and delivered or delivered via book entry deposit
      into the Eligible Director’s account at the Corporation’s stock transfer
      agent.

    


    5.
      Terms
      and Conditions of Restricted Share Equivalents.

    


    (a)
      General.
      An
      account shall be established on the books and records of the Company to record
      the number of Restricted Share Equivalents granted by the Company to the
      Eligible Director. Subject to the provisions of Section 5(c) below, the
      restrictions set forth in Section 5(b) shall apply to each grant of Restricted
      Share Equivalents. 

     

     

    
      
        
        

      

      
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    (b)
      Restrictions
      on Restricted Share Equivalents. The
      following restrictions shall apply to Restricted Share Equivalents: (1) the
      Eligible Director shall not be entitled to the payment of the Restricted Share
      Equivalents until the Payment Date provided in Section 5(d); (2) none of the
      Restricted Share Equivalents may be sold, transferred, assigned, pledged, or
      otherwise encumbered or disposed of prior to the Payment Date; and (3) all
      of
      the Restricted Share Equivalents shall be forfeited and all rights of the
      Eligible Director to such Restricted Share Equivalents shall terminate without
      further obligation on the part of the Company upon the Eligible Director ceasing
      to be a director of the Company prior to the date the Restricted Share
      Equivalents vest. 

    


    (c)
      Vesting
      of Restricted Share Equivalents. The
      Restricted Share Equivalents granted to an Eligible Director shall vest on
      the
      later of (1) six months after the date of grant; or (2) the earliest of (A)
      the
      Eligible Director's ninth anniversary of continuous service as a director of
      the
      Company, (B) the Eligible Director's attainment of age 65, (C) the Eligible
      Director's Disability, (D) the Eligible Director's death, or (E) the occurrence
      of a Change of Control. If an Eligible Director ceases to be a director of
      the
      Company and the Restricted Share Equivalents have not otherwise vested pursuant
      to this Section 5(c), the Eligible Director shall immediately forfeit all
      Restricted Share Equivalents. 

     

    (d)
      Payment of Vested Restricted Share Equivalents.
      The
      cash value of the vested Restricted Share Equivalents shall be determined as
      of
      an Eligible Director's last business day of service as a director of the Company
      (the "Valuation Date") by using the closing price on the Valuation Date as
      reported on the Composite tape or successor means of publishing stock price.
      The
      Valuation Date cash value shall
      be
      paid to the Eligible Director, or the Eligible Director's beneficiary or estate,
      as the case may be, within 45 days of the Eligible Director's separation from
      service, but no later than the end of the calendar year in which the Eligible
      Director separates from service or, if later, the fifteenth day of the third
      month following the Eligible Director's separation from service (the "Payment
      Date").

    


    (e)
      Hypothetical Dividends. Hypothetical
      dividends (amounts equal to cash dividends paid on shares of Common Stock)
      shall
      be paid on the Restricted Share Equivalents no later than the end of the
      calendar year in which cash dividends on shares of Common Stock are paid or,
      if
      later, the fifteenth day of the third month following the date cash dividends
      on
      shares of Common Stock are paid.

    


    6.
      Regulatory
      Compliance.

    


    No
      Common
      Stock granted
      pursuant to this Plan shall be sold or distributed by an Eligible Director
      or an
      Eligible Director's beneficiary or estate until all appropriate listing,


     

     

    
      
        
        

      

      
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    registration
      and qualification requirements and consents and approvals have been satisfied
      or
      obtained, free of any condition unacceptable to the Board of
      Directors.

    


    7.
      Adjustment
      in Event of Changes in Capitalization.

    


    In
      the
      event of a recapitalization, stock split, stock dividend, combination or
      exchange of shares, merger, consolidation, rights offering, separation,
      reorganization or liquidation, or any other change in the corporate structure
      or
      shares of the Company, the Committee may make such equitable adjustments, to
      prevent dilution or enlargement of rights, as it may deem appropriate in the
      number and class of shares authorized to be granted as Restricted
      Shares or
      in the
      number of Restricted Share Equivalents. Restricted Shares or Restricted Share
      Equivalents issued
      as
      a consequence of any such change in the corporate structure or shares of the
      Company shall be issued subject to the same restrictions and provisions
      applicable to the Restricted Shares or Restricted Share Equivalents with
      respect to which they are issued.

    


    8.
      Termination
      or Amendment of the Plan.

    


    The
      Board
      may at any time terminate the Plan and may from time to time alter or amend
      the
      Plan or any part hereof (including any amendment deemed necessary to ensure
      that
      the Company may comply with any regulatory requirement referred to in Section
      6)
      without shareholder approval, unless otherwise required by law or by the rules
      of the Securities and Exchange Commission or New York Stock Exchange. No
      termination or amendment of the Plan may, without the consent of an Eligible
      Director, impair the rights of such director with respect to Restricted Shares
      or Restricted Share Equivalents granted
      under the Plan.  

    


    9.
      Miscellaneous.

    


    (a)
      Nothing in the Plan shall be deemed to create any obligation on the part of
      the
      Board to nominate any director for reelection by the Company's
      shareholders.

    


    (b)
      The
      Company shall have the right to require, prior to the issuance or delivery
      of
      any Restricted Shares, payment by an Eligible Director of any taxes required
      by
      law with respect to the issuance or delivery of such shares, or the lapse of
      restrictions thereon, or to withhold any taxes as required by law with respect
      to the cash value of the Restricted Share Equivalents. 

    


    (c)
      The
      shares of Common Stock granted as Restricted Shares under the Plan may be either
      authorized but unissued shares or shares which have been or may be reacquired
      by
      the Company, as determined from time to time by the Board.

    


    10.
      Effective
      Dates. 

    


    The
      Plan
      became effective as of September 30, 1989. The effective date of this
      Restatement of the Restricted Stock/Stock Equivalent Plan for Non-Employee
      Directors of CIGNA Corporation is January 17, 2006.

    


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