CIGNA CORP
EXHIBIT 10.2
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<P ALIGN="RIGHT"><B>Exhibit 10.2</B> </P>

<P ALIGN="CENTER"><B>RESTATED RESTRICTED STOCK/STOCK EQUIVALENT PLAN<br>
FOR NON-EMPLOYEE DIRECTORS OF CIGNA CORPORATION<br>
OCTOBER 1, 2004 </B></P>

<P ALIGN="LEFT">1.  Purpose. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Restricted
Stock<I>/</I>Stock Equivalent Plan for Non-Employee Directors of CIGNA
Corporation (the &#147;Plan&#148;) is intended to provide directors of CIGNA
Corporation (the &#147;Company&#148;) with a proprietary interest in the
Company&#146;s success and progress by granting them shares of the
Company&#146;s Common Stock or Common Stock Equivalents (&#147;Common
Stock&#148; or &#147;Stock Equivalents&#148;) which are restricted in accordance
with the terms and conditions set forth below (&#147;Restricted Shares&#148; or
&#147;Restricted Share Equivalents&#148;). The Plan is intended to increase the
alignment of personal economic interest between directors and shareholders
generally and to strengthen the Company&#146;s ability to continue attracting
and retaining highly qualified directors. </P>

<P ALIGN="LEFT">2.  Administration. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan is to
be administered by the Corporate Governance Committee (the
&#147;Committee&#148;) of the Company&#146;s Board of Directors (the
&#147;Board&#148;) or any successor committee with responsibility for
compensation of directors. </P>

<P ALIGN="LEFT">3.  Eligibility and Grants. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All current and
subsequently elected members of the Company&#146;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 (&#147;Eligible Directors&#148;) shall be
eligible to participate in the Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each director
who is an Eligible Director on the effective date of the Plan (the
&#147;Effective Date&#148;) shall be granted 4,500 Restricted Shares, effective
as of the Effective Date. Each director who becomes an Eligible Director after
the Effective Date but before October 1, 2004 shall be granted 4,500 Restricted
Shares, effective as of the date such director becomes an Eligible Director.
Each director who becomes an Eligible Director after October 1, 2004 shall be
granted 4,500 Restricted Share Equivalents, effective as of the date such
director becomes an Eligible Director. </P>


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<P ALIGN="LEFT">4.  Terms and Conditions of Restricted Shares. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 or Restricted
Share<B> </B>Equivalents for a period (the &#147;Restricted Period&#148;) 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 Eligible
Director&#146;s service as a director of the Company terminates. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)(i)
Restrictions on Restricted Shares. A stock certificate representing the number
of Restricted Shares granted shall be registered in each Eligible
Director&#146;s name but shall be held in custody by the Company for the
Eligible Director&#146;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&#146;s ceasing to be a director of the
Company. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)(ii)
Restrictions on Restricted Share Equivalents. 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. The Eligible
Director shall have the right to receive hypothetical dividends (amounts equal
to cash dividends which would have been paid on shares of Common Stock). The
following restrictions shall apply: (i) the Eligible Director shall not be
entitled to the payment of the Restricted Share Equivalents until the expiration
of the Restricted Period, (ii) none of the Restricted Share Equivalents 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 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. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Termination
of Directorship. </P>

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          <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
Vesting of Restricted Shares/Restricted Share Equivalents. If an Eligible
Director ceases to be a director of the Company by reason of Disability, Death,
Retirement or Change of Control, the Restricted Shares or Restricted Share Equivalents granted to such Eligible Director shall immediately vest. If an
Eligible Director ceases to be a director of the Company for any other reason,
the Eligible Director shall immediately forfeit all Restricted Shares or
Restricted Share Equivalents, except to the extent that a majority of the Board
other than the Eligible Director approves the vesting of such Restricted Shares
or Restricted Share</P></TD>
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          <TD><P ALIGN="LEFT">Equivalents. Upon vesting, except as provided in
Section 5, all restrictions applicable to such Restricted Shares or Restricted
Share Equivalents shall lapse. With respect to the vested Restricted Shares, a
certificate for such shares shall be delivered to the Eligible Director, or the
Eligible Director&#146;s beneficiary or estate, in accordance with Section 4(d).
With respect to the Restricted Share Equivalents, the cash value of the
Restricted Share Equivalents (shall be determined by using the closing price on
the vesting date as reported on the Composite tape or successor means of
publishing stock price) shall be delivered to the Eligible Director, or the
Eligible Director&#146;s beneficiary or estate, in accordance with Section 4(d). </P></TD>
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          <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
Disability. For purposes of this Section 4(c), &#147;Disability&#148; shall mean
a permanent and total disability as defined in Section 22(e)(3) of the Internal
Revenue Code. </P></TD>
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          <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
Retirement. For purposes of this Section 4(c), &#147;Retirement&#148; 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. </P></TD>
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          <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
Change of Control. For purposes of this Section 4(c), &#147;Change of
Control&#148; shall mean: </P></TD>
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               <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 (&#147;Exchange
Act&#148;), 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&#146; meeting immediately preceding such
determination, or (ii) more than 25% of the voting power of the Company&#146;s
outstanding common shares; or </P></TD>
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               <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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 </P></TD>
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               <TD><P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)
a change occurs in the composition of the Board at any time during any
consecutive 24-month period such that the &#147;Continuity Directors&#148; cease
for any reason to constitute a majority of the Board. For purposes of the
preceding sentence &#147;Continuity Directors&#148; 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</P></TD>
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               <TD><P ALIGN="LEFT">recommendation of,
at least a majority (consisting of at least nine directors) of the Board. </P></TD>
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<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Delivery of
Shares/Payment of Restricted Share Equivalents. At the end of the Restricted
Period a stock certificate for the number of Restricted Shares or the cash value
of the Restricted Share Equivalents (shall be determined by using the closing
price on the vesting date as reported on the Composite tape or successor means
of publishing stock price) which have vested shall be delivered free of all such
restrictions to the Eligible Director or the Eligible Director&#146;s
beneficiary or estate, as the case may be. </P>

<P ALIGN="LEFT">5.  Regulatory Compliance. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Common Stock
granted pursuant to this Plan shall be sold or distributed by an Eligible
Director or an Eligible Director&#146;s beneficiary or estate until all
appropriate listing, registration and qualification requirements and consents
and approvals have been satisfied or obtained, free of any condition
unacceptable to the Board of Directors. </P>

<P ALIGN="LEFT">6.  Adjustment in Event of Changes in Capitalization. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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. </P>

<P ALIGN="LEFT">7.  Termination or Amendment of the Plan. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 5)
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. Notwithstanding the
foregoing provisions of this Section 7, the provisions of the Plan governing
eligibility of a director and the amount, timing and pricing of an award
hereunder shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code, the Employee Retirement
Income Security Act, or the rules thereunder. </P>


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<P ALIGN="LEFT">8.  Miscellaneous. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&#146;s shareholders. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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. </P>

<P ALIGN="LEFT">9.&nbsp;Effective Date. </P>

<P ALIGN="LEFT">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Provided that
the Company&#146;s Shareholders shall have approved the Plan at the
Company&#146;s 1989 Annual Meeting of Shareholders, the Plan shall become
effective as of September 30, 1989, or such later date as may be fixed by the
Board. </P>

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