CIGNA Corporation
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-1550

March 20, 2008

NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:		3:30 p.m. on Wednesday, April 23, 2008.
PLACE:		The Philadelphia Museum of Art, Van Pelt Auditorium 26th Street and the Benjamin Franklin Parkway Philadelphia, Pennsylvania
ITEMS OF BUSINESS:		•		Elect four directors for terms expiring in April 2011.
		•		Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2008.
		•		Approve the amendment of Article Fourth of the Company's Restated Certificate of Incorporation.
		•		Approve the amendment of Article Fifth of the Company's Restated Certificate of Incorporation.
		•		Approve the amendment of Article Tenth of the Company's Restated Certificate of Incorporation.
		•		Consider any other business properly brought before the meeting.
RECORD DATE:		Monday, February 25, 2008. CIGNA shareholders of record at the close of business on that date are entitled to vote at the meeting.
PROXY VOTING:		Your vote is important, even if you do not own many shares. We urge you to mark, date, sign and return the enclosed proxy/voting instruction card or, if you prefer, to vote by telephone or by using the Internet.
		H. EDWARD HANWAY Chairman and Chief Executive Officer
		By order of the Board of Directors,
		NICOLE S. JONES Corporate Secretary and Vice President and Chief Counsel, Corporate & Financial Law

CIGNA CORPORATION
2008 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT

TABLE OF CONTENTS

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CIGNA CORPORATION

Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192-1550

CIGNA is providing these proxy materials in connection with its 2008 annual meeting of shareholders. This proxy statement, the accompanying proxy card and CIGNA's 2007 Annual Report on Form 10-K were first mailed to shareholders on or about Thursday, March 20, 2008. As used in this proxy statement, "CIGNA" and the "Company" may refer to CIGNA Corporation itself, one or more of its subsidiaries, or CIGNA Corporation and its consolidated subsidiaries.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 23, 2008.

This proxy statement and CIGNA's Annual Report to shareholders are available at http://www.cigna.com/about_us/investor_relations/recent_disclosures.html.

ABOUT THE ANNUAL MEETING

Why did I receive this proxy statement?

The Board of Directors of CIGNA Corporation is soliciting your proxy to vote at the 2008 annual meeting or any adjournment or postponement thereof. You are receiving a proxy statement because you owned shares of CIGNA common stock on Monday, February 25, 2008, the record date, and that entitles you to vote at the annual meeting. By use of a proxy, you can vote, whether or not you attend the meeting. This proxy statement describes the matters on which CIGNA would like you to vote and provides information on those matters.

What will I be voting on?

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Election of four directors for terms expiring in April 2011 (see page 8).



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Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2008 (see page 19).



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Approval of the proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation to eliminate the provisions related to Junior Participating Preferred Stock, Series D, as more fully described on pages 22 and 23.



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Approval of the proposed amendments to Article Fifth of the Company's Restated Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for shareholder amendments to the By-Laws, as more fully described on pages 22 and 24.



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Approval of the proposed amendments to Article Tenth of the Company's Restated Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for approval of certain business combinations, as more fully described on pages 22 and 25.

What are the Board of Directors' recommendations?

The Board recommends a vote:

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for the election of the director nominees;



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for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2008;

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for the approval of the proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation;



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for the approval of the proposed amendments to Article Fifth of the Company's Restated Certificate of Incorporation; and



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for the approval of the proposed amendments to Article Tenth of the Company's Restated Certificate of Incorporation.

Could other matters be decided at the annual meeting?

We do not know of any other matters that will come before the shareholders during the annual meeting. The chairman of the meeting may refuse to allow presentation of a proposal or a nomination for the Board from the floor at the annual meeting if the proposal or nomination was not properly submitted. CIGNA's 2007 proxy statement described the requirements for properly submitting proposals and nominations from the floor at this year's annual meeting. The requirements are similar to those described on page 80 for the 2009 annual meeting. The proxies will vote for or against other matters that come before the annual meeting as those persons deem advisable.

How many votes can be cast by all shareholders?

Each share of CIGNA common stock is entitled to one vote. We had 280,221,928 shares of common stock outstanding and entitled to vote on Monday, February 25, 2008.

How many votes must be present to hold the annual meeting?

At least two-fifths of the issued and outstanding shares entitled to vote, or 112,088,772 votes, present in person or by proxy, is needed to hold the annual meeting. We urge you to vote by proxy even if you plan to attend the annual meeting. This will help us know that enough votes will be present to hold the meeting.

How many votes are needed to approve each proposal?

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The number of votes cast "for" a director nominee must exceed the number of votes cast "against" the nominee for that nominee to be elected to the Board.



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The affirmative vote of a majority of the voting power of the issued and outstanding stock of the Company must be cast in favor of:



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The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2008.



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The approval of the proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation to eliminate the provisions related to Junior Participating Preferred Stock, Series D, as more fully described on pages 22 and 23.



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The approval of the proposed amendments to Article Fifth of the Company's Restated Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for shareholder amendments to the By-Laws, as more fully described on pages 22 and 24.



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The affirmative vote of at least 80% of the voting power of the issued and outstanding common stock of the Company must be cast in favor of:



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The approval of the proposed amendments to Article Tenth of the Company's Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for approval of certain business combinations, as more fully described on pages 22 and 25.

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What if I vote to "abstain?"

A vote to "abstain" for the election of directors will have no effect on the outcome of that proposal. A vote to "abstain" for the other proposals will have the effect of a vote against. However, in either case, your shares will be counted as present for purposes of determining whether enough votes are present to hold the annual meeting.

How do I vote if I hold shares as a record holder?

If your name is registered on CIGNA's stockholder records as the owner of shares, you are the "record holder." If you hold shares as a record holder, there are four ways that you can vote your shares.

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Over the Internet.  Vote at http://www.proxyvoting.com/ci. The Internet voting system is available 24 hours a day until 11:59 p.m. E.D.T. on Tuesday, April 22, 2008. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.



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By telephone.  Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. E.D.T. on Tuesday, April 22, 2008. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.



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By mail.  Mark your voting instructions on the proxy card, and sign and date it. Then, return the proxy card in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before the polls close at the meeting on Wednesday, April 23, 2008.



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In person.  Attend the annual meeting, or send a personal representative with an appropriate proxy, in order to vote.

How do I vote if a bank, broker, or other nominee holds my shares?

If you hold shares in "street name," that means a bank, broker or other nominee is actually the record holder entitled to vote those shares under New York Stock Exchange rules. In this case, follow the voting instructions you receive from the record holder. If you want to vote in person at the annual meeting, you must first obtain a legal proxy from the bank, broker or other nominee that holds your shares and bring that proxy to the meeting.

If you do not submit voting instructions to your bank, broker or other nominee, the institution may still be permitted to vote your shares. It will have discretionary authority to vote on the election of directors, ratification of the appointment of PricewaterhouseCoopers LLP, and the amendments to Articles Fourth, Fifth and Tenth of the Company's Certificate of Incorporation.

How do I vote if my CIGNA shares are held by Mellon Investor Services in my Employee Stock Accounts?

Employee Stock Accounts maintained by Mellon Investor Services hold restricted stock that has not yet vested, restricted stock that has vested, and shares acquired through an option exercise. If you have these kinds of shares, you should follow the rules above for voting shares held as a record holder.

Can I vote if I have money in the CIGNA Stock Fund of the CIGNA or Intracorp 401(k) plans?

If you have money invested in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan, the plan trustees have the legal authority to vote those shares. Under the plans, however, you have pass-through voting rights based on your interest in the CIGNA Stock Fund. You may exercise pass-through voting rights in almost the same way that record holders may vote their shares, but you have an earlier deadline. Specifically, you may vote over the Internet, by telephone, or by mail as described above but you may not vote in person at the annual meeting. Your

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voting instructions must be received by 11:59 p.m. E.D.T. on Friday, April 18, 2008, in order for the trustee to submit a proxy that reflects your instructions.

Your voting instructions will be kept confidential under the terms of the plans. If you do not give voting instructions (or they are received after 11:59 p.m. E.D.T. on Friday, April 18, 2008), the trustees will vote your interest in the CIGNA Stock Fund of the CIGNA 401(k) Plan or the Intracorp 401(k) Performance Sharing Plan as instructed by a management advisory committee.

Can I change my vote?

Yes, if you are a record holder (or vote your shares in the same manner as a record holder), you may, as applicable:

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Enter new instructions on either the telephone or Internet voting system before 11:59 p.m. E.D.T. on Tuesday, April 22, 2008.



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Send a new proxy card with a later date than the card previously submitted. We must receive your new proxy card before the polls close at the meeting on Wednesday, April 23, 2008.



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Write to the Corporate Secretary at the address listed on page 11. Your letter should contain the name in which your shares are registered, the date of the proxy you wish to revoke or change, your new voting instructions, if applicable, and your signature. Your letter must be received by the Corporate Secretary before the annual meeting begins on Wednesday, April 23, 2008.



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Attend the annual meeting on Wednesday, April 23, 2008 and vote in person (or send a personal representative with an appropriate proxy).

If you hold your shares in street name, you may submit new voting instructions in the manner provided by your broker, bank or other holder of record.

What if I do not indicate my vote for one or more of the matters on my proxy card?

If you sign and mail your proxy card without marking any choices, your proxy will be voted:

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for the election of the director nominees;



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for the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2008;



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for the approval of the proposed amendments to Article Fourth of the Company's Restated Certificate of Incorporation to eliminate the provisions related to Junior Participating Preferred Stock, Series D;



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for the approval of the proposed amendments to Article Fifth of the Company's Restated Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for shareholder amendments to the By-Laws; and



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for the approval of the proposed amendments to Article Tenth of the Company's Certificate of Incorporation to reduce the supermajority voting requirement to a simple majority for approval of certain business combinations.

If any other matters are properly presented for a vote, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

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Is my vote confidential?

If you want your vote to be confidential, you must indicate that when you submit your proxy. If you choose confidential voting, your voting records will not be disclosed to us except as required by law or in contested Board elections.

Who will count the votes?

Mellon Investor Services has been appointed Inspector of Election for the annual meeting. The Inspector will determine the number of shares outstanding and voting power of each, the shares represented at the annual meeting, the existence of a quorum, and the validity of proxies and ballots, and will count all votes and ballots.

How do I attend the annual meeting? What do I need to bring?

If you are a shareholder of record, your admission card is attached to your proxy card. You will need to bring your admission card with you to the meeting. Regardless of how you hold your shares, you must bring a valid photo ID to be admitted to the meeting. In addition, if you own shares in street name, bring your most recent brokerage statement or a letter from your broker or other nominee with you to the meeting so that we can verify your ownership of common stock and admit you to the meeting; however, you will not be able to vote your shares at the annual meeting without a legal proxy from the record holder as described on page 5.

Please note that no cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Van Pelt Auditorium.

Who pays for the proxy solicitation and how will CIGNA solicit votes?

CIGNA pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers, employees and agents by telephone, electronic or facsimile transmission or in person. We will enlist the help of banks and brokerage houses in soliciting proxies from their customers and reimburse them for their related out-of-pocket expenses. In addition, we have engaged Georgeson Shareholder Communications, Inc. to assist in soliciting proxies. CIGNA will pay Georgeson a fee of approximately $15,000 and reimburse Georgeson for its reasonable out-of-pocket expenses associated with this work.

How do I find out the annual meeting voting results?

The final voting results of the annual meeting will be published no later than Friday, August 8, 2008 in CIGNA's second quarter 2008 report on Form 10-Q.

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INFORMATION ABOUT ITEM 1. ELECTION OF DIRECTORS

At this meeting, four directors are seeking election for terms expiring in 2011. CIGNA's Board is currently set at 12 and is divided into three classes, each with a three-year term. Harold A. Wagner will retire from the Board on April 23, 2008. Mr Wagner's term as a director of CIGNA does not expire until 2009, but in accordance with CIGNA's Board Practices, described on page 13, Mr. Wagner is required to retire at the annual meeting of shareholders following his 72^nd birthday.

All nominees have consented to serve, and the Board does not know of any reason why any would be unable to serve. If a nominee becomes unavailable or unable to serve before the annual meeting, the Board can either reduce its size or designate a substitute nominee. If the Board designates a substitute, proxies cast for the original nominee will be deemed cast for the substitute nominee.

The Board of Directors' Nominees for Terms to Expire in April 2011

		Peter N. Larson (68) has been a Director of CIGNA since 1997. He served as the Chairman and Chief Executive Officer of Brunswick Corporation (a producer of recreational consumer products) from 1995 until 2000. His term as a Director of CIGNA expires in 2008.
		Roman Martinez IV (60) has been a Director of CIGNA since 2005. He has been a private investor since 2003. Mr. Martinez served as Managing Director of Lehman Brothers Inc. (an investment banking firm), where he was employed, including by its predecessor firms, from 1971 until 2003. Mr. Martinez is a Director of Alliant Techsystems, Inc. His term as a Director of CIGNA expires in 2008.
		Carol Cox Wait (65) has been a Director of CIGNA since 1995. She has been the President of Boggs, Atkinson, Inc. (a real estate company) since 2003 and is also the General Manager for Artesia, Bellflower and Ramona Senior Centers, a Managing Member of Lakewood Towers LLC and Manager of VCB Bluebird LLC and VCB Palm LLC. Ms. Wait also served as a Director, President and Chief Executive Officer of the Committee for a Responsible Federal Budget (a bi-partisan, educational, non-profit organization) from 1981 until 2003. Her term as a Director of CIGNA expires in 2008.
		William D. Zollars (60) has been a Director of CIGNA since 2005. Mr. Zollars has served as the Chairman, President and Chief Executive Officer of YRC Worldwide, Inc. (formerly Yellow Roadway Corporation, a holding company whose subsidiaries provide regional, national and international transportation and related services) since 1999. Mr. Zollars is a Director of ProLogis Trust and Cerner Corporation. His term as a Director of CIGNA expires in 2008.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ABOVE NOMINEES.

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Directors Retiring in 2008

Harold A. Wagner (72) has been a Director of CIGNA since 1997. He has served as the Non-Executive Chairman of LSI Corporation (formerly Agere Systems Inc., a provider of communications components) since 2001. Mr. Wagner is a Director of PACCAR Inc., United Technologies Corporation and Maersk Inc., a subsidiary of A.P. Moller. Although his term as a Director of CIGNA expires in 2009, he will retire from the Board at the 2008 annual meeting.

Directors Who Will Continue in Office

		Robert H. Campbell (70) has been a Director of CIGNA since 1992. Mr. Campbell served as Chairman of Sunoco, Inc. (a domestic refiner and marketer of petroleum products) from 1992 until 2000, and as Chief Executive Officer from 1991 until 2000. Mr. Campbell is a Director of Vical, Inc. His term as a Director of CIGNA expires in 2010.
		H. Edward Hanway (56) has been a Director of CIGNA since 1999. He has served as the Chairman of the Board of CIGNA Corporation since December 2000, the Chief Executive Officer since January 2000, and President since 1999. He has been associated with CIGNA since 1978. His term as a Director of CIGNA expires in 2009.
		Isaiah Harris, Jr. (55) has been a Director of CIGNA since 2005. Mr. Harris served as the President and Chief Executive Officer of AT&T Advertising & Publishing—East (formerly BellSouth Advertising & Publishing Group, a communications services company) from 2005 until 2007; as President, BellSouth Enterprises, Inc. from 2004 until 2005; and as President, BellSouth Consumer Services and Customer Markets Group from 2000 until 2004. Mr. Harris is a Director of Deluxe Corporation. His term as a Director of CIGNA expires in 2010.
		Jane E. Henney, M.D. (60) has been a Director of CIGNA since 2004. Dr. Henney is a professor at the University of Cincinnati College of Medicine. She served as Senior Vice President and Provost, Health Affairs at University of Cincinnati Academic Health Center (an educational institution) from 2003 until January 2008 and was a Senior Scholar at the Association of Academic Health Centers from 2001 until 2003. Dr. Henney is a Director of AmerisourceBergen Corporation and AstraZeneca PLC. Her term as a Director of CIGNA expires in 2010.

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		James E. Rogers (60) has been a Director of CIGNA since 2007. Mr. Rogers has served as the Chairman of Duke Energy Corporation (an electric power company) since 2007 and as the President, Chief Executive Officer and a director since 2006. He was formerly the Chairman, President and Chief Executive Officer of CINERGY Corp., (which merged with Duke Energy Corporation in 2006) from 1994 until 2006. Mr. Rogers is a Director of Fifth Third Bancorp. His term as a Director of CIGNA expires in 2009.
		Eric C. Wiseman, (52), has been a Director of CIGNA Corporation since 2007. Mr. Wiseman has been Chief Executive Officer of VF Corporation (an apparel manufacturer) since January 2008 and President and a Director since 2006. Prior to that he served as Chief Operating Officer from 2006 to 2007; Executive Vice President, Global Brands from 2005 to 2006; Vice President and Chairman, Sportswear and Outdoor Coalitions from 2004 until 2005; Vice President and Chairman, Global Intimates and Sportswear Coalition from 2003 until 2004; and Vice President and Chairman, Global Intimate Apparel Coalition from 2000 until 2003. His term as a Director of CIGNA expires in 2009.
		Donna F. Zarcone (50) has been a Director of CIGNA since 2005. Ms. Zarcone is President and Chief Executive Officer of D. F. Zarcone & Associates LLC, a strategic advisory consulting firm. She served as the President and Chief Operating Officer of Harley- Davidson Financial Services, Inc. (a provider of wholesale and retail financing, insurance and credit card programs), a wholly-owned subsidiary of Harley-Davidson, Inc., from 1998 until 2006. Ms. Zarcone is a Director of Jones Apparel Group, Inc., a member of the Board of Managers of Wrightwood Capital, a privately held company, and is a Certified Public Accountant. Her term as a Director of CIGNA expires in 2010.

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CORPORATE GOVERNANCE

CIGNA Corporation's Corporate Governance Policies

The Board and its committees periodically review their corporate governance practices with the goal of increasing their effectiveness. Over the years, the Board and its committees have modified their policies and practices to implement developing best practices that the Board has determined are appropriate for CIGNA. These policies and practices are embodied in the Board Practices and the charters of the Audit, Corporate Governance, Finance, and People Resources Committees. The Board Practices, committee charters and CIGNA's Code of Ethics and Compliance Policies are posted at http://www.cigna.com/about_us/governance/index.html. They also are available in print to any shareholder who submits a written request to the Corporate Secretary at our principal executive offices at:

CIGNA Corporation
Two Liberty Place, TL17
1601 Chestnut Street
Philadelphia, PA 19192-1550

Board Structure and Composition

CIGNA's By-Laws require the Board to have at least eight directors, but no more than 16. The Board and its Corporate Governance Committee (CGC) each periodically consider the appropriate size of the Board. There is a strong commitment to a Board composed principally of independent, non-employee Directors. CIGNA Corporation currently has one, and has never had more than two, employee directors.

Process and Criteria for Nominating Directors

Director Selection Policy and Criteria.    The CGC, in consultation with the Board, develops specific criteria to guide director searches. The criteria are as follows:

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Directors should represent all shareholders.



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Directors must be free of conflicts of interest.



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Directors must possess good judgment and the ability to analyze complex business and public issues.



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Directors must have demonstrated a high degree of achievement in their respective fields.



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Diversity, in its many forms, is actively pursued.



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Governing CIGNA effectively requires a wide range of capabilities and professional attributes, among them:



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financial acumen;



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insight into the process of developing employees, as well as developing and delivering high-quality products and services that respond directly to customer needs and expectations;



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familiarity with channels of distribution;



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awareness of consumer market trends;



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insight into government relationships and processes;



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familiarity with processes for developing and implementing effective human resources policies and practices; and



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familiarity with the challenges of operating businesses in the international marketplace.

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The chair of the CGC and other members of the Board, as appropriate, interview director candidates prior to the CGC making its recommendation to the Board in the case of a director vacancy or nomination of a candidate by shareholders.

The Board may nominate for election, and fill Board vacancies and new directorships, with only those nominees who agree, among other conditions, to adhere to the Company's majority voting standard that requires directors to tender resignations to the Company conditioned on:

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the failure to achieve more "for" votes than "against" votes at any future meeting at which they face election; and



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the Board's acceptance of their resignation following that election.

That tender of resignation cannot be withdrawn unless the Board eliminates the majority voting standard. The CGC will act on an expedited basis to determine whether to accept the resignation and will submit the recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation.

Consideration of Shareholder Suggestions for Director Selection.    The CGC is responsible for reviewing, advising and reporting to the Board regarding the Board's membership and director selection. The CGC welcomes shareholder suggestions for Board nominees. Shareholders who wish the CGC to consider their suggestions for Board nominees should submit their suggestions together with appropriate biographical information and qualifications to the CGC. Correspondence may be addressed to:

Corporate Secretary
CIGNA Corporation
Two Liberty Place, TL17
1601 Chestnut Street
Philadelphia, PA, 19192-1550

The CGC generally considers nominees in October for the following annual meeting.

Accordingly, suggestions for Board nominees should be submitted by October 1^st to ensure consideration for the following annual meeting. Shareholder suggestions for Board nominees are evaluated using the same criteria described above.

Third-Party Director Search Firm.    The CGC retains SpencerStuart, a third party search firm, to assist the CGC in identifying and evaluating candidates for Board membership who best match CIGNA's director recruitment criteria.

Shareholder Communications

The Board maintains an address for receipt of shareholder and interested party communications. Shareholders and interested parties may contact the Board of Directors, the non-employee directors, or specific individual directors by writing to them at:

Director Access
Attn: Corporate Secretary
CIGNA Corporation
Two Liberty Place, TL17
1601 Chestnut Street
Philadelphia, PA 19192-1550

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All communications other than routine commercial solicitations and opinion surveys will be compiled by the Corporate Secretary and periodically submitted to the Board or, if addressed only to individual directors, to such individual directors. The Corporate Secretary also will promptly advise the appropriate member of management of any concerns relating to CIGNA's products or services, and the Corporate Secretary will notify the Board of the resolution of those concerns.

Other Board Practices

Limit on Directorships.    Each director who is also a chief executive officer of a public company should not serve on more than two boards of public companies in addition to CIGNA's Board (for a total of three public company directorships). Each director who is not a chief executive officer of a public company should serve on no more than four boards of public companies in addition to CIGNA's Board (for a total of five such directorships). CIGNA's current directors have five years from the effective date of this provision of the Board Practices, October 24, 2007, to comply with its requirements.

Board Meetings.    The Board meeting schedule and agenda are developed with direct input from directors. The duration of each meeting varies as business needs dictate. The Board meets in executive session without the Chief Executive Officer at the conclusion of most Board meetings and, at least twice a year, meets in extended executive session without the Chief Executive Officer. In 2007, the independent directors met in executive session without the Chief Executive Officer at all of the in-person Board meetings.

Access to Management and Independent Advisors.    Independent directors have regular access to senior managers and employees. In addition, the Board and its committees are able to access and retain appropriate independent advisors as they deem necessary or appropriate.

Continuing Education and Self-Evaluation.    The Board and its committees regularly devote time to continuing director education. The Board is regularly updated on CIGNA's businesses, strategies, customers, operations and employee matters, as well as external trends and issues that affect the Company. Directors are also encouraged to attend continuing education courses at CIGNA's expense. The Board and each of its committees regularly discuss their performance, and annually conduct a self-assessment, and the CGC annually conducts a review of each individual director's performance. On an ongoing basis, directors offer suggestions and alternatives intended to further improve Board performance.

Rotating Presiding Director Structure.    Each committee has a chairperson who is an experienced independent director. In order to maintain its balanced approach to governance, facilitate the effective functioning of the Board, and benefit from the skills, strength and experience of its committee chairpersons, CIGNA has established a rotating presiding director structure whereby the chairperson of each committee presides over regularly scheduled non-management executive sessions of his or her committee meetings and, on a rotating basis, executive sessions of board meetings, determined by reference to the subject matter being discussed. Committee chairpersons regularly communicate with the staff officer assigned to his or her committee, and coordinate with their respective staff officers to develop meeting agendas and materials.

Resignation and Retirement.    If a director's principal position at the time of appointment to the Board is discontinued, that director is required to tender his or her resignation to the CGC. The CGC will then recommend to the Board the action, if any, to be taken with respect to the resignation. In any event, a director is required to retire no later than the annual meeting of shareholders coincident with or following his or her 72^nd birthday.

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Board of Directors and Committee Meetings, Membership, Attendance and Independence

Meetings and Membership.    The full Board held 8 meetings during 2007. From time to time, the Board or its committees act by unanimous written consent when it is impracticable for them to meet.

The following table shows the current membership, summary of responsibilities and number of meetings in 2007 for each of the committees. Additional information about the committees can be found in the committee charters which are posted at http://www.cigna.com/about_us /governance/committees.html.

*

Meets independence standards described below.

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All members of the Committee are "financially literate." The Board of Directors has determined that Donna Zarcone is the "audit committee financial expert," as defined in the applicable rules of the Securities and Exchange Commission, and meets the qualifications for independence as described below.

Attendance.    During 2007, Board and committee attendance averaged 94.75% for the Board as a whole. Each incumbent director attended at least 85% of the combined total meetings of the Board and committees on which he or she served during 2007. The Board encourages independent directors to attend the annual meeting of shareholders. Ten directors, including Robert H. Campbell, Jane E. Henney, M.D., Peter N. Larson, Roman Martinez IV, James E. Rogers, Harold A. Wagner, Carol Cox Wait, Eric C. Wiseman and Donna F. Zarcone, attended the 2007 annual meeting, which was chaired by H. Edward Hanway.

Independence.    CIGNA's Board has adopted director independence standards that can be found
in the Board Practices posted on CIGNA's website at http://www.cigna.com/about_us/governance/board_practices.html. CIGNA's director independence standards provide that a director is not independent if:

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the director is, or has been within the last three years, an employee of CIGNA, or an immediate family member (defined as a spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law or anyone (other than a domestic employee) who shares the director's home) is, or has been within the last three years, an executive officer of CIGNA;



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the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $100,000 in direct compensation from CIGNA, other than director and Committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);



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the director is a current partner or employee, or an immediate family member is a current partner, of CIGNA's internal or external auditor;



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the director has an immediate family member who is a current employee of CIGNA's internal or external auditor and who participates in such firm's audit, assurance or tax compliance (but not tax planning) practice;



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the director or an immediate family member was within the last three years (but is no longer) a partner or employee of CIGNA's internal or external auditor and personally worked on CIGNA's audit within that time;



•

the director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of CIGNA's present executives at the same time serves or served on that company's compensation committee; or



•

the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, CIGNA for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or two percent of the other company's consolidated gross revenue.

The Company's director independence standards further provide that certain relationships are not material and do not impair a director's independence. In particular, a director's independence will not be impaired if:

•

a director is an executive officer of another company in which CIGNA owns a common stock interest, and the amount of CIGNA's common stock interest is less than five percent of the total shareholders' equity of the company for which the director serves as an executive officer;

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•

a director serves as a member of the board of directors of another company that makes payments to or receives payments from CIGNA in the ordinary course of business;



•

a director's immediate family member serves as an employee or director (but does not serve as an executive officer, or partner or in another position with principal policy-making responsibilities) of an organization that makes payments to or receives payments from CIGNA in the ordinary course of business;



•

a director is an executive officer of another company that owns less than five percent of the total shareholders' equity of CIGNA;



•

a director, his/her spouse or anyone (other than domestic employees) sharing the home of a CIGNA director serves as an executive officer, director or trustee (or equivalent) of a charitable organization, and CIGNA's discretionary charitable contributions to the organization during the past year are less than the greater of $100,000 or two percent of that organization's annual gross revenue (CIGNA's automatic matching of employee charitable contributions will not be included in the amount of CIGNA's contributions for this purpose);



•

a director or his immediate family members purchases insurance, services or other products of CIGNA, or uses CIGNA's financial services, all on terms and conditions similar to those available to other similarly situated persons;



•

a director is a member in the same professional association, social, fraternal or religious organization or club as an executive officer or other director of CIGNA;



•

a director currently or previously attended the same educational institution as an executive officer or other director of CIGNA;



•

a director serves on the board of directors of another public company on which an executive officer or other director of CIGNA also serves as a director, except for prohibited compensation committee interlocks; or



•

a director serves as an executive officer of a public company that also uses CIGNA's registered independent public accounting firm.

For any relationship outside the guidelines described above, the determination of whether the relationship is material or not, and therefore whether the director would be independent or not, shall be made by the directors who satisfy the independence guidelines set forth above.

The standards of independence described above meet the independence standards specified in the listing standards of the New York Stock Exchange. Based on the standards described above and the Board's review, the Board affirmatively determined that:

•

the following directors, comprising all of the directors and director nominees, except for Mr. Hanway, are independent: Messrs. Campbell, Harris, Larson, Martinez, Rogers, Wagner, Wiseman and Zollars, Dr. Henney, and Mmes. Wait and Zarcone; and



•

all members of the Audit Committee, Corporate Governance Committee, Finance Committee and People Resources Committee are independent.

In assessing directors' independence, the Board and CGC reviewed directors' responses to a questionnaire that solicited information about their relationships (and the relationships of their immediate families) with CIGNA and other entities (affiliated entities), as well as material provided by management related to CIGNA's transactions with and investments in those entities. In applying the independence standards, the Board and the CGC considered that:

•

From time to time during the past three years, CIGNA and its subsidiaries engaged in arms-length, ordinary course business transactions with corporations or organizations with which

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Messrs. Harris, Martinez, Rogers, Wagner, Wiseman and Zollars; Mmmes. Wait and Zarcone; and Dr. Henney, or members of their immediate families, serve as an executive officer, trustee or partner. In each case, the amount paid to or received from these companies in each of the last three years was significantly less than 2% of annual gross revenue or the $1 million threshold as described in CIGNA's director independence standards—and in all cases was less than 1% of total revenue of the other organization.

•

CIGNA made a charitable contribution to the United Way, for which Mr. Zollars serves as a Director.

Certain Transactions

The Company has not implemented a written policy concerning the review of related party transactions, but compiles information about transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, including the nature of each transaction and the amount involved. The CGC annually reviews and evaluates this information, with respect to directors, as part of its assessment of each director's independence and presents its assessment to the full Board of Directors. The Company's Disclosure Committee reviews the transaction information with respect to both directors and executive officers to determine whether any transaction may be subject to disclosure under applicable rules regarding transactions with related persons, and submits a description of any transaction subject to such disclosure to the Audit Committee for review.

In addition, all directors, officers and employees of CIGNA are subject to the Company's Conflict of Interest Policy, which requires directors to inform the Corporate Secretary, and employees to inform their supervisors, of any existing or proposed relationship, financial interest or business transaction that could, or might appear to be, a conflict of interest. Any reported transactions are to be brought to the attention of the CIGNA's general auditor for review and disposition.

Based on a review of the transactions between CIGNA and its directors and officers, their immediate family members, and their affiliated entities, CIGNA has determined that, since the beginning of 2007, it was not a party to any transaction in which the amount involved exceeds $120,000 and in which any of CIGNA's directors, executive officers or greater than five percent stockholders, or any of their immediate family members or affiliates, have a direct or indirect material interest.

Processes and Procedures for Determining Executive and Director Compensation

Executive Compensation.    Pursuant to its charter, the People Resources Committee (PRC) oversees the compensation program for the Company's executive officers. In fulfilling its responsibilities, the PRC actively seeks to enhance its effectiveness in reinforcing strong links between executive pay and performance. Examples of actions that the PRC has taken include:

•

annually reviewing the link between pay and performance;



•

hiring a compensation consultant to advise on executive compensation issues;



•

establishing semi-annual reviews of detailed compensation tally sheets for all executive officers; and



•

holding executive sessions, without CIGNA management present, at every in-person PRC meeting.

The PRC regularly reviews CIGNA's compensation programs against the Company's strategic goals, industry practices, and emerging trends as well as to ensure alignment with shareholder interests. The PRC retains the flexibility to modify the programs to address changes in the competitive landscape. To help it fulfill its responsibilities, the PRC has engaged Mercer (the Compensation Consultant).

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