RESTATED CERTIFICATE OF INCORPORATION
(Originally incorporated on November 3, 1981 under the name North American General Corporation)
First: The name of the Corporation is CIGNA Corporation.
Second: The address of the Corporation's registered office in the State of Delaware is 1209 Orange Street in the
City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address is
The Corporation Trust Company.
Third: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
Fourth: The total number of shares of all classes of capital stock which the Corporation shall have the authority to
issue is 625,000,000 shares divided into two classes as follows: 600,000,000 shares of Common Stock of the
par value of $.25 per share and 25,000,000 shares of Preferred Stock of the par value of $1.00 per share.
A. PREFERRED STOCK
The Board of Directors is expressly authorized to provide for the issue of all or any shares of the Preferred
Stock, in one or more series, and to fix for each such series such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional or other special rights and such
qualifications, limitations or thereof, as shall be stated and expressed in the resolution or resolutions adopted by
the Board of Directors providing for the issue of such series and as may be permitted by the General Corporation
Law of the State of Delaware, including, without limitation, the authority to provide that any such series may be (i)
subject to redemption at such time or times and at such price or prices; (ii) entitled to receive dividends (which
may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in
preference to, or in such relation to, the dividends payable