S-8

As filed with the Securities and Exchange Commission on December 21, 2009

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CIGNA Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 06-1059331 (IRS Employer Identification No.)

Two Liberty Place, 1601 Chestnut Street

Philadelphia, Pennsylvania 19192

(Address of principal executive offices)  (Zip Code)

CIGNA Supplemental 401(k) Plan

 (Full title of the plan)

Carol Ann Petren

Executive Vice President and General Counsel

CIGNA Corporation

One Liberty Place

1601 Chestnut Street

Philadelphia, PA 19192-1550

(215) 761-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering  price per share (1)	Proposed maximum aggregate  offering price (2)	Amount of registration fee
Deferred Compensation Obligations  under the  CIGNA Supplemental 401(k) Plan (1)	$5,000,000	100%	$5,000,000	$356.50

(1)  The Deferred Compensation Obligations are unfunded and unsubordinated obligations of CIGNA Corporation or certain of its subsidiaries to pay certain deferred compensation in the future in accordance with the terms of the CIGNA Supplemental 401(k) Plan.

(2)  Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933.

PART I

Information Required In the Section 10(a) Prospectus

The information specified in Part I has been omitted from this Registration Statement pursuant to Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and the Note to Part I of Form S-8.

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Certain Documents by Reference

The following documents filed by CIGNA Corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

     (a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed February 26, 2009;  

     (b) The Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2009, filed April 30, 2009, for the quarter ended June 30, 2009, filed August 1, 2009 and for the quarter ended September 20, 2009, filed November 5, 2009; and

     (c) The Company’s Current Reports on Form 8-K filed with the Commission on January 5, 2009, May 12, 2009, May 26, 2009, June 24, 2009, July 6, 2009, October 23, 2009, November 3, 2009 and December 9, 2009.

All reports or other documents subsequently filed by the Company and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing such reports and documents.

Any statement contained in a document incorporated by reference into this Registration Statement shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is or is deemed incorporated herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded.

The Company’s Exchange Act file number with the Commission is 001-08323.

Item 4. Description of Securities

The CIGNA Supplemental 401(k) Plan, effective as of January 1, 2010 (the "Plan") is intended to provide certain benefits to eligible employees (“Participants”) that are not available to Participants under the CIGNA 401(k) Plan.  The Plan is designed to provide Participants with a benefit equal to a certain percentage of compensation that is excluded from eligible earnings under the CIGNA 401(k) Plan because of the applicable Internal Revenue Service rules and regulations. This benefit, or non-elective deferral, will be accumulated in individual deferred compensation accounts (each, a “supplemental 401(k) account”) under the Plan and will be obligations of CIGNA Corporation or certain of its subsidiaries (“CIGNA”).

The obligations of CIGNA under the Plan (the "Obligations") will be unfunded general obligations of CIGNA to pay certain deferred compensation in cash in the future in accordance with the terms of the Plan. The Obligations will rank on parity with other unsecured and unsubordinated indebtedness of CIGNA from time to time outstanding. Each supplemental 401(k) account will be credited with hypothetical interest at the applicable rate for the 401(K) Plan’s Fixed Income Fund.  If vested, the Obligations will be payable upon a

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Participant’s separation from service. A Participant's right or the right of any other person to the Obligations cannot be assigned or transferred, except upon the death of a Participant pursuant to a written designation of a beneficiary or beneficiaries under the Plan, by will or by applicable laws of descent and distribution.

The Obligations are not subject to redemption by CIGNA, in whole or in part, prior to the applicable payment date or dates either at the option of CIGNA or through operation of a mandatory or optional sinking fund or analogous provision.  The Obligations are not convertible into another security of CIGNA. The Obligations will not have the benefit of a negative pledge or any other affirmative or negative covenant on the part of CIGNA.  No trustee has been appointed having the authority to take action with respect to the Obligations.  CIGNA has the right to amend or terminate the Plan at any time, except that no such amendment or termination shall reduce the amount of the benefit held by a Participant.

The description of the Obligations is qualified in its entirety by reference to the full text of the Plan which is filed  as Exhibit 4.2 to this Registration Statement.

Item 5. Interests of Named Experts and Counsel

The legality of the Obligations has been passed upon by Danthu T. Phan, who is employed by and serves as Associate Chief Counsel and Assistant Corporate Secretary to the Company.

Item 6. Indemnification of Directors and Officers

Under Section 145 of the Delaware Corporation Law, the Company is empowered to indemnify its directors and officers in the circumstances therein provided.

Under Article VI of its by-laws, the Company will indemnify any director or officer of the Company, as well as any other person who is or was a director, officer or employee of the Company or any of its subsidiaries who serve as directors or officers of any other entity at the request of the Company, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding (other than an action by or in the right of the Company), against expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person).

The Company is insured against liabilities which it may incur by reason of Article VI of its by-laws.  In addition, directors and officers of the Company, as well as any other persons who serve as directors or officers of any other entity at the request of the Company, are insured, at the Company’s expense, against liabilities which might arise against such persons in any such capacity, whether or not the Company would have the power to indemnify such persons against such liability under the provisions of Article VI.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits

See  Exhibit Index.

Item 9. Undertakings

The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,

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represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on December 21, 2009.

CIGNA CORPORATION
By:	/s/ Annmarie T. Hagan
	Annmarie T. Hagan
	Executive Vice President and Chief Financial Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, officers and/or directors of CIGNA Corporation, a Delaware corporation (“CIGNA”), hereby makes, designates, constitutes and appoints CAROL ANN PETREN and NICOLE S. JONES, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of any amendment to this Registration Statement, with all exhibits thereto, and all other documents in connection therewith, and all amendments (including post-effective amendments) thereto.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, exhibits, qualifications and notifications, and to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his or her own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated as of December 21, 2009.

Signature	Title
/s/ H. Edward Hanway
H. Edward Hanway	Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Annmarie T. Hagan
Annmarie T. Hagan	Executive Vice President and Chief Financial Officer (Principal Financial Officer)

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/s/ Mary T. Hoeltzel
Mary T. Hoeltzel	Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Robert H. Campbell
Robert H. Campbell	Director
/s/ David M. Cordani
David M. Cordani	Director
/s/ Isaiah Harris, Jr.
Isaiah Harris, Jr.	Director
/s/ Jane E. Henney, M.D.
Jane E. Henney, M.D.	Director
/s/ Peter N. Larson
Peter N. Larson	Director
/s/ Roman Martinez IV
Roman Martinez IV	Director
/s/ John M. Partridge
John M. Partridge	Director
/s/ James E. Rogers
James E. Rogers	Director
/s/ Carol Cox Wait
Carol Cox Wait	Director
/s/ Eric C. Wiseman
Eric C. Wiseman	Director
/s/ Donna F. Zarcone
Donna F. Zarcone	Director
/s/ William D. Zollars
William D. Zollars	Director

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EXHIBIT INDEX

Number	Description	Method of Filing
4.2	CIGNA Supplemental 401(k) Plan	Filed herewith.
5	Opinion of Counsel as to legality of securities	Filed herewith.
23.1	Consent of Counsel (included in Exhibit 5)	Filed herewith.
23.2	Consent of Independent Registered Public Accounting Firm	Filed herewith.
24	Powers of Attorney  (included on the Signature Page)	Filed herewith.

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EX-4.2

Exhibit 4.2

CIGNA SUPPLEMENTAL 401(k) PLAN

(Effective as of January 1, 2010)

CIGNA Corporation is adopting the CIGNA Supplemental 401(k) Plan (“Plan”), effective as of January 1, 2010, to provide Participants certain benefits not available under the CIGNA 401(k) Plan.

ARTICLE 1

Definitions

These terms have the following meanings under the Plan.

1.1 401(k) Plan – the CIGNA 401(k) Plan, or any successor plan.

1.2 Account – the separate bookkeeping account established for a Participant that represents the Company’s unfunded, unsecured obligation to make future payments to the Participant.

1.3 Affiliate – the meaning set forth in Rule 12b-2 promulgated under the Exchange Act.

1.4 Beneficial Owner and Beneficially Owned – the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

1.5 Beneficiary – the same person or persons who receive payment of Participant’s 401(k) Plan account balance after Participant’s death under the terms of the 401(k) Plan.

1.6 Board Committee – the People Resources Committee of the Board of Directors, or any successor committee.

1.7 Board of Directors – the board of directors of CIGNA Corporation.

1.8 Change of Control – any of these events:

(a) 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 Exchange Act of a number of preferred or common shares of CIGNA Corporation having 25% or more of the combined voting power of CIGNA Corporation's then outstanding securities; or

(b) there is consummated a merger or consolidation of CIGNA Corporation or any direct or indirect subsidiary of CIGNA Corporation with any other corporation, other than:

(1) a merger or consolidation immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at

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least a majority of the board of directors of the entity surviving such merger or consolidation or the ultimate parent thereof; or

(2) a merger or consolidation effected to implement a recapitalization of CIGNA Corporation (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of CIGNA Corporation (not including in the securities Beneficially Owned by such Person any securities acquired directly from CIGNA Corporation or its Affiliates) representing 25% or more of the combined voting power of the CIGNA Corporation's then outstanding securities; or

(c) a change occurs in the composition of the Board of Directors 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 of Directors.  For purposes of the preceding sentence "Continuity Directors" shall mean those members of the Board of Directors who either: (1) were directors at the beginning of such consecutive 24-month period; or (2) were elected by, or on nomination or recommendation of, at least a majority of the Board of Directors (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of CIGNA Corporation); or

(d) the shareholders of CIGNA Corporation approve a plan of complete liquidation or dissolution of CIGNA Corporation or there is consummated an agreement for the sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets, other than a sale or disposition by CIGNA Corporation of all or substantially all of CIGNA Corporation's assets immediately following which the individuals who constituted the Board of Directors immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or any parent thereof.

Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have occurred by virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the common stock of CIGNA Corporation immediately prior to such transaction or series of transactions continue to havesubstantially the same proportionate ownership in an entity which owns all or substantially all of the assets of CIGNA Corporation immediately following such transaction or series of transactions.

1.9 Code – the Internal Revenue Code of 1986, as amended.

1.10 Company – CIGNA Corporation and each Subsidiary that has been authorized by the Chief Executive Officer of CIGNA Corporation to participate in the Plan.

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1.11 Corporate Committee – the CIGNA Corporation Corporate Benefit Plan Committee, or any successor committee.

1.12 Deferred Compensation Plan – the CIGNA Deferred Compensation Plan of 2005 (Effective as of January 1, 2005), as it may be amended or restated.

1.13 Eligible Earnings – “Eligible Earnings” as defined under the 401(k) Plan.

1.14 ERISA – the Employee Retirement Income Security Act of 1974, as amended.

1.15 Exchange Act – the Securities Exchange Act of 1934, as amended.

1.16 Participant – an employee of a Company who becomes eligible to participate in the Plan in accordance with the terms and conditions of the Plan.

1.17 Person – the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (a) CIGNA Corporation or any of its Subsidiaries, (b) a trustee or other fiduciary holding securities under an employee benefit plan of CIGNA Corporation or any of its Affiliates, (c) an underwriter temporarily holding securities pursuant to an offering of such securities, or (d) a corporation owned, directly or indirectly, by the stockholders of CIGNA Corporation in substantially the same proportions as their ownership of stock of CIGNA Corporation.

1.18 Plan – the CIGNA Supplemental 401(k) Plan (Effective as of January 1, 2010), as it may be amended or restated.

1.19 Plan Administrator – the person or committee charged with responsibility for administration of the Plan.

1.20 Plan Year – the calendar year January 1 to December 31.

1.21 Retirement – A Participant’s termination of employment, after appropriate notice to the Company, on or after the later of Participant’s 55th birthday or the date Participant completes five years of Company service, as calculated under the service-counting rules used to determine eligibility for benefits under the Company’s medical plan for retirees.

1.22 Separation from Service – a Participant’s death, retirement or other termination of employment, from the Participant’s employer or service recipient within the meaning of Treasury Regulation Section 1.409A-1(h).  For this purpose, the level of reasonably anticipated, permanently reduced, bona fide services that will be treated as a Separation from Service is 30%.  Generally, a Participant’s Separation from Service occurs when the Participant’s level of services to CIGNA Corporation and its affiliates is reduced by 70% or more.

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1.23 Subsidiary – a corporation (or a partnership, joint venture or other unincorporated entity) of which more than 50% of the combined voting power of all classes of stock entitled to vote (or more than 50% of the capital, equity or profits interest) is owned directly or indirectly by CIGNA Corporation; provided that such corporation (or other entity) is included in CIGNA Corporation’s consolidated financial statements under generally accepted accounting principles.

1.24 Valuation Date – the date(s) to be determined by the Plan Administrator for valuing Accounts, provided that the last business day of each month shall be a Valuation Date.

ARTICLE 2

Participation; Non-Elective Deferrals

2.1           Eligibility.  The Plan is intended primarily to provide deferred compensation for a select group of management and highly compensated employees.  Any Company employee who meets the eligibility rules described in Section 2.2 shall be eligible to participate in the Plan and become a Participant.

2.2           Participation.  Any Company employee who, for any Plan Year starting after December 31, 2009, meets the requirements described in sub-Sections (a) and (b) below shall be eligible to participate in the Plan for that Plan Year, shall become a Participant as of that Plan Year, and shall remain a Participant until his/her Account is completely paid under Article 4.  To be eligible to participate in the Plan for any Plan Year, a Company employee must:

(a)           Either:

(1) Defer, under the terms of the Deferred Compensation Plan, Eligible Earnings otherwise payable during the Plan Year; or

(2) Receive compensation during the Plan Year that would qualify as Eligible Earnings but for the fact that it exceeds the limit on includable compensation under Code section 401(a)(17); and

(b) Be employed by the Company on the last day of the Plan Year, unless the employee’s termination of employment during the Plan Year is on account of death or Retirement.

The Plan Administrator shall establish an Account for each Participant under the Plan as of the first Plan Year that he or she becomes a Participant.

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2.3           Non-Elective Deferral.  As of December 31 of each Plan Year, a non-elective deferral shall be credited to the Account of a Participant who, for that Plan Year, meets the eligibility rules described in Section 2.2.  The credit shall equal the sum of:

(a) 1.5% of the amount of the Participant’s otherwise Eligible Earnings for the Plan Year that Participant has deferred under the Deferred Compensation Plan; and

(b) 1.5% of the amount of  compensation Participant receives during the Plan Year, to the extent such compensation would have been Eligible Earnings under the 401(k) Plan but for the fact that such compensation was in excess of the compensation limit under Code section 401(a)(17) for that year.

Any compensation that is used as the basis for a credit under paragraph (a) shall not be used as the basis for a credit under paragraph (b).

ARTICLE 3

Deferred Compensation Account

3.1           Account Credits.

(a) The Plan Administrator shall establish and maintain an Account for each Participant.  The Plan Administrator shall credit to the Participant’s Account any non-elective deferrals in accordance with Section 2.3.  Such credit shall be made effective as of January 1 of the year following the Plan Year to which the non-elective deferral is attributable.

(b) The Plan Administrator shall also credit to the Participant’s Account any hypothetical income on the deferred compensation.  The credit for hypothetical income shall be as provided in Section 3.3.

3.2           Account Balance.  The balance of each Participant's Account shall include non-elective deferred compensation credited to the Participant under this Plan and any related hypothetical income.  The Plan Administrator shall determine each Participant's Account balance as of each Valuation Date.  The Plan Administrator shall provide each Participant an Account statement at least annually, and such statement may be delivered electronically.

3.3           Hypothetical Investment of Account.

(a) A Participant’s Account shall be treated as invested in the hypothetical investment described in Section 3.3(b).  The Plan Administrator shall credit to the Participant's Account hypothetical income based on the performance of the applicable hypothetical investment.  The Plan Administrator shall have authority to adopt, and from time to time change, the rules and procedures for crediting hypothetical income, provided that hypothetical income shall be credited no less than once each month.

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(b) The hypothetical investment under the Plan shall be a rate of return equal to the interest rate under the 401(k) Plan’s Fixed Income Fund, or a successor fund that provides a positive rate of return determined in advance. The Corporate Committee shall determine the applicable hypothetical investment if there is no such successor fund.

(c) If a Change of Control occurs:

(1) For a three-year period beginning on the effective date of a Change of Control, the Company (and any successor) shall neither terminate the Plan nor stop or reduce the rate of non-elective deferrals described in Section 2.3; and

(2) The hypothetical investment rate of return under Section 3.3 shall be no less than the greater of (A) the rate described in Section 3.3(b) or (B) the Ten-year Constant Treasury Maturity Yield as reported by the Federal Reserve Board, based upon the November averages for the preceding year, plus 50 basis points.

3.4           Vesting.  A Participant shall be vested in his or her Account balance to the extent he or she is vested in his or her account under the 401(k) Plan.

ARTICLE 4

Payment of Benefits

4.1           Time and Form of Payment.

(a) Vested amounts credited to Participant's Account balance under Section 3.1 shall be paid to the Participant in three installment payments made annually in July beginning in July of the year following the Participant’s Separation from Service.

(b) However, if a Participant’s Account balance on the date of Separation from Service is $100,000 or less, payment shall be made in a single lump sum in July of the year following the Participant’s Separation from Service.

4.2           Payments of a Deceased Participant's Account.

(a) Upon the death of a Participant, the Plan Administrator shall pay any remaining portion of Participant’s vested Account balance in a single lump sum payment to Participant’s Beneficiary.

(b) The Plan Administrator shall make any payments described in Section 4.2(a) during the 90-day period beginning January 1 of the year following the year the Participant dies. This Section 4.2 shall only serve to accelerate, and in no event shall delay, the payment of any remaining portion of a Participant’s Account upon that Participant’s death.

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4.3           Domestic Relations Orders.  A person shall not qualify for a benefit under this Plan solely because he or she is entitled to a benefit under the 401(k) Plan by reason of a "qualified domestic relations order" (as defined in ERISA Section 206).  Notwithstanding Section 5.2, the Plan Administrator shall comply with the terms of a qualified domestic relations order (within the meaning of Code Section 414(p)) that specifically assigns to another person all or part of a Participant’s or a Beneficiary’s rights to benefits under this Plan.

ARTICLE 5

General Provisions

5.1           Participant's Rights Unsecured.  The right of a Participant (or Beneficiary) to receive payments under the Plan represents an unsecured claim against the general assets of the Company that employs the Participant at the time that the compensation deferred otherwise would have been paid, or against the general assets of any successor company that assumes (or in case Participant transfers to employment with a different Company, is assigned) the liabilities of that Company.  No Company guarantees or is liable for payments to any Participant employed by any other Company.  Participant’s Account represents a mere promise by a Company to make payments in the future.  The Plan at all times shall be considered entirely unfunded for both tax purposes and for purposes of Title I of ERISA.

5.2           Assignability.  Except as otherwise permitted by applicable law,no right to receive Plan payments shall be transferable or assignable by a Participant or Beneficiary or subject in any manner to anticipation, sale, alienation, pledge, encumbrance, attachment or garnishment by creditors of a Participant or Beneficiary, and any such attempt shall be void and of no force or effect.

5.3           Administration.  The Chair of the Corporate Committee shall appoint the Plan Administrator.  Except as otherwise provided by the Plan, the Plan Administrator shall administer the Plan and shall have authority to adopt administrative rules and regulations.  The Plan Administrator may, by contract, designation or other arrangement, provide for others to perform ministerial duties and record keeping.

5.4           Administrative Discretion.  The Plan Administrator and Corporate Committee shall, as to the responsibilities allocated to them separately under the Plan, have the sole and absolute discretion to interpret, construe and implement the provisions of the Plan, including any disputed or ambiguous terms; to make determinations relating to eligibility and benefits; and to make findings of fact.  Their determinations shall be final and binding on all parties.  If the Plan Administrator is also a Participant, the Chair of the Corporate Committee (and not the Plan Administrator) shall make determinations under the Plan related to the Plan Administrator as Participant.

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5.5           Amendment.  The Plan may be amended, restated, modified, or terminated by the Board of Directors or the Board Committee.  No amendment, restatement, modification, or termination shall reduce the balance of a Participant's Account as of the Valuation Date immediately preceding such action.

5.6           Tax Withholding.   The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages in order to meet any federal, state, or local withholding obligations with respect to a payment or accrual under the Plan.  The Company may also accelerate and pay a portion of a Participant’s benefits in a lump sum equal to the Federal Insurance Contributions Act (“FICA”) tax imposed and the income tax withholding related to such FICA amounts.

5.7           Corporate Reorganization.  If a company that employs a Participant ceases to be a Subsidiary and retains liabilities and responsibility for a Participant’s Account, then the Corporate Committee and Plan Administrator shall have no further liability or responsibility for that Account or any legal obligation toward Participant after the company ceases to be a Subsidiary.  That company shall designate a governing committee and plan Plan Administrator, as appropriate, to assume liability and responsibility for administration of the Account as of the date the company ceases to be a Subsidiary.

5.8           Section 409A Compliance.  It is intended that the Plan comply with the requirements of Code Section 409A, and the Plan shall be so administered and interpreted.

5.9           Interpretation.  All statutory or regulatory references in this Plan shall include successor provisions.

5.10         Claims Procedure.

(a) Filing a Claim for Benefits.  This paragraph 5.10(a) shall apply to any claim for a benefit under the Plan.  A Participant or Beneficiary or an authorized representative of a Participant or Beneficiary (“Claimant”) shall notify the Plan Administrator or its delegate of a claim for benefits under the Plan.  Such request may be in any form adequate to give reasonable notice to the Plan Administrator or its delegate and shall set forth the basis of such claim and shall authorize the Plan Administrator or its delegate to conduct such examinations as may be necessary to determine the validity of the claim and to take such steps as may be necessary to facilitate the payment of any benefits to which the Claimant may be entitled under the Plan.  The Plan Administrator shall make all determinations as to the right of any person to a benefit under the Plan.

If the Plan Administrator requires more than 90 days to process a claim because of special circumstances, an extension may be obtained by notifying the Claimant within 90 days of the date the claim was submitted that a decision on the claim will be delayed, what circumstances have caused the delay, and when a decision can be expected.  The extension

8

period shall not exceed an additional 90 days;  provided, however, that in the event the Claimant fails to submit information necessary to decide a claim, such period shall be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

(b) Denial of Claim.  If the Plan Administrator denies in whole or in part any claim for benefits under the Plan by any Claimant, the Plan Administrator shall, within a reasonable period, furnish the Claimant with written or electronic notice of the denial.  The notice of the denial shall set forth, in a manner calculated to be understood by the Claimant:

(1)           The specific reason or reasons for the denial;

(2)           Specific reference to the pertinent Plan provisions on which the denial is based;

(3)           A description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary; and

(4)           A description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

(c) Appeals Procedure.  This paragraph 5.10(c) shall apply to all appeals of denied claims under the Plan.  A Claimant may request a review of a denied claim.  Such request shall be made in writing and shall be presented to the Plan Administrator not more than 60 days after receipt by the Claimant of written or electronic notice of the denial of the claim.  The Claimant shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant's claim for benefits.  The Claimant shall also have the opportunity to submit comments, documents, records, and other information relating to the claim for benefits, and the Plan Administrator shall take into account all such information submitted without regard to whether such information was submitted or considered in the initial benefit determination. The Plan Administrator shall make its decision on review not later than 60 days after receipt of the Claimant's request for review, unless special circumstances require an extension of time, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review;  provided, however, in the event the Claimant fails to submit information necessary to make a benefit determination on review, such period shall be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the request for additional information.  The decision on review shall be written or electronic and, in the case of an adverse determination, shall include specific reasons for the decision, in a manner calculated to be understood by the Claimant, and specific references to the pertinent Plan provisions on which the decision is based.  The decision on review shall also include (i) a statement that the Claimant is entitled to receive, upon request and free of charge,

9

reasonable access to, and copies of, all documents, records, or other information relevant to the Claimant's claim for benefits; and (ii) a statement describing any voluntary appeal procedures offered by the Plan, and a statement of the Claimant's right to bring an action under ERISA Section 502(a).

(d) The Plan’s claims procedure shall be administered in accordance with the applicable regulations of the U.S. Department of Labor.

(e) A Claimant shall have no right to bring any action in any court regarding a claim for benefits under the Plan prior to the Claimant filing a claim for benefits and exhausting the Claimant’s rights to review under this Section 5.10 in accordance with the time frames set forth herein.

5.11         Controlling Law.  This Plan shall be construed and enforced according to the laws of the Commonwealth of Pennsylvania, without regard to Pennsylvania conflict of laws rules, to the extent not preempted by federal law, which shall otherwise control.

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EX-5

Exhibit 5

Danthu T. Phan

Associate Chief Counsel,

Corporate and Financial Law

 

Routing  TL16F

1601 Chestnut Street

Philadelphia, PA  19192

Telephone  215.761.6230

Facsimile  215.761.3596

danthu.phan@cigna.com

December 21, 2009

Dear Sir or Madam:

I have acted as counsel to CIGNA Corporation, a Delaware corporation (the “Company”), in connection with the filing and preparation by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for the purpose of registering $5 million of deferred compensation obligations under the CIGNA Supplemental 401(k) Plan (the “Deferred Compensation Obligations”), which represent unfunded and unsubordinated obligations of the Company or certain of its subsidiaries to pay certain deferred compensation in the future in accordance with the terms of the CIGNA Supplemental 401(k) Plan (the “Plan”).

I have examined such corporate records, documents, or certificates of public officials and of officers of the Company and other documents and instruments as I have deemed relevant and necessary as a basis of this opinion.  I have also made such inquiries of such officers and representatives as I have deemed relevant and necessary as a basis for the opinion hereafter set forth.  In such examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of documents submitted to me as certified or photostatic copies and the authenticity of the originals of such documents.

Based upon the foregoing, and subject to the qualifications stated herein, I am of the opinion that, when issued in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws of general applicability relating to or affecting enforcement of creditors' rights or by general equity principles.

I am licensed to practice law in the Commonwealth of Pennsylvania and the foregoing opinion is limited to the laws of the Commonwealth of Pennsylvania and the General Corporation Law of the State of Delaware.  

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Danthu T. Phan

Danthu T. Phan

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2009 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in CIGNA Corporation's Annual Report on Form 10-K for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

December 21, 2009