RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
OF CIGNA CORPORATION
The Restricted Stock 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 ("Common Stock") which are restricted
in accordance with the terms and conditions set forth below ("Restricted Shares"). 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.
The Plan is to be administered by the Committee on Directors (the "Committee") of the Company's Board of
Directors (the "Board') or any successor committee with responsibility for compensation of directors.
3. Eligibility and Grants.
All current and subsequently elected members of the Company's Board of Directors who have served as
directors for at least six months and at the time such service began were not, and for the preceding ten years had
not been, officers or employees of the Company or any of its subsidiaries ("Eligible Directors") shall be eligible to
participate in the Plan.
Each director who is an Eligible Director on the effective date of the Plan (the "Effective Date") shall be granted
1,500 Restricted Shares, effective as of the Effective Date. Each director who becomes an Eligible Director after
the Effective Date shall be granted 1,500 Restricted Shares, effective as of the date such director becomes an
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 foll