Exhibit 4(b)
CIGNA CORPORATION
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AMENDMENT NO. 1 TO RIGHTS AGREEMENT
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THIS AMENDMENT No. 1, dated as of December 14, 1998 (the
"Amendment"), to the Amended and Restated Rights Agreement, dated
as of July 22, 1998 (the "Rights Agreement"), between CIGNA
Corporation, a Delaware corporation (the "Company") and First
Chicago Trust Company of New York (the "Rights Agent").
WHEREAS, pursuant to Section 27 of the Rights Agreement, the
Company and the Rights Agent may from time to time supplement or
amend any provision of the Rights Agreement in accordance with
the terms of Section 27; and
WHEREAS, this Amendment is intended to delete from the
Rights Agreement all requirements that a majority of the
Disinterested Directors (as defined in the Rights Agreement)
approve certain actions with respect to the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements herein set forth, the parties hereto hereby
agree as follows:
1. The Rights Agreement is hereby amended by deleting the
definition of "Disinterested Director" from Section 1(h) and
replacing it with the word "Reserved" and deleting the reference
to "Disinterested Directors" in the Defined Term Cross-Reference
Sheet and replacing it with the word "Reserved."
2. Section 1(l) of the Rights Agreement is hereby amended
by deleting the words "Disinterested Directors" therefrom and
substituting therefor the words "members of the Board of
Directors."
3. Section 23(a)(iii) of the Rights Agreement is hereby
amended by deleting the words "Disinterested Directors" therefrom
and substituting therefor the words "members of the Board of
Directors."
4. Section 24(e) of the Rights Agreement is hereby amended
by deleting the words "Disinterested Directors" therefrom and
substituting therefor the words "members of the Board of
Directors."
5. Section 27(b) of the Rights Agreement is hereby amended
by deleting the words "Disinterested Directors" therefrom and
substituting therefor the words "members of the Board of
Directors."
6. Section 28 of the Rights Agreement is hereby amended by
deleting the reference to "Section 1(m)" from the following
clause contained in the first sentence: "Subject to Sections
1(m), 23(a)(iii), 24(e) and 27(b) hereof."
7. Exhibit C (the "Summary of Rights") to the Rights
Agreement is hereby amended:
(a) by deleting in its entirety the second sentence of
the second paragraph thereof, which begins "The
description and terms of the Rights";
(b) by inserting immediately after the second
paragraph thereof the following new paragraph:
On December 14, 1998, the Company and the Rights
Agent again amended the terms of the Rights to
eliminate the requirement that certain actions
with respect to the Rights be approved by a
majority of Disinterested Directors, including
redeeming the Rights, exchanging the Rights,
amending the Rights Agreement, and determining
what constitutes a "Permitted Offer" under the
Rights Agreement. The description and terms of
the Rights are set forth in an Amended and
Restated Rights Agreement, dated as of December
16, 1998 (the "Rights Agreement"), between the
Company and the Rights Agent.
(c) by deleting from Section C thereof the words
"Disinterested Directors" the first time such
words appear and substituting therefor the words
"members of the Company's Board of Directors";
(d) by deleting from Section C thereof the last
sentence, which begins "Disinterested Directors
are directors of the Company," in its entirety;
(e) by inserting in the first sentence of Section F thereof the
words "a majority of the members of" immediately before the
phrase "the Board of Directors of the Company";
(f) by deleting from Section F thereof the third
sentence, which begins "The Board of Directors may
only redeem Rights," in its entirety;
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(g) by deleting from Section G thereof the second
sentence, which begins "The Board of Directors may
only exchange Rights", in its entirety; and
(h) by inserting in the third sentence of Section G
thereof the words "a majority of the members of"
immediately before the phrase "the Board of
Directors."
This Amendment may be executed in any number of counterparts, and
each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed, all as of the date and year first
above written.
CIGNA CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman of the Board and
Chief Executive Officer
FIRST CHICAGO TRUST COMPANY
OF NEW YORK
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
By:________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Assistant Vice President
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