DEFERRED COMPENSATION PLAN FOR DIRECTORS OF CIGNA CORPORATION
(Amended and Restated As Of January 1, 1997)
ARTICLE I. DEFINITIONS
The following are defined terms wherever they appear in the Plan.
1.1 "Administrator" shall mean the person, or committee, appointed by the Chief Executive Officer of CIGNA
Corporation, and charged with responsibility for administration of the Plan.
1.2 "Annual Credit Amount" shall mean an amount set from time to time by resolution of the Board of Directors.
1.3 "Board of Directors" or "Board" shall mean the Board of Directors of CIGNA Corporation.
1.4 "Change of Control" shall mean that:
(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: (l) more than 50 percent 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 percent of the voting power of common shares outstanding of
CIGNA Corporation; or,
(b) As a result of a merger or consolidation to which CIGNA Corporation is a party, either: (l) 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,