CIGNA RESTRICTED SHARE EQUIVALENT
PLAN FOR NON-EMPLOYEE DIRECTORS
(Amended and Restated Effective January 1, 2008)
Statement of Purpose; Effect on Prior Plans
The CIGNA Restricted Share Equivalent Plan for Non-Employee Directors (Amended and Restated Effective
January 1, 2008) (“Plan”) is an amendment and restatement of the Restricted Stock / Stock Equivalent Plan for
Non-Employee Directors of CIGNA Corporation (“Former Plan”).
The Company granted restricted shares of Company Common Stock under the Former Plan from September
30, 1989 to September 30, 2004, and Restricted Share Equivalents (described in Article 3) from October 1,
2004 to January 1, 2006. No grants of any kind were made under the Former Plan after January 1, 2006. The
Former Plan was closed to new participants effective January 17, 2006.
This Plan applies only to Restricted Share Equivalents granted under the Former Plan between October 1, 2004
and January 1, 2006. No grants will be made under this Plan. The purpose of this amendment and restatement
is to comply with Section 409A of the Internal Revenue Code and to delete now-obsolete Plan provisions.
Except as otherwise provided in the Plan or unless the context otherwise requires, the terms defined below shall
have the following meanings under the Plan:
2.01 “Affiliate” -- the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.
2.02 “Beneficial Owner” and “Beneficially Owned” -- the meaning set forth in Rule 13d-3 promulgated
under the Exchange Act.
2.03 “Board” -- the Company’s Board of Directors.
2.04 “Change of Control” -- any of the following:
A corporation, person or group acting in concert, as described in Exchange Act Section 14(d)(2), holds
or acquires beneficial ownership within the meaning of Rule 13d-3 promulgated under the