<PAGE> 1
As filed with the Securities and Exchange Commission on January 4, 1994
Registration No. 33 - -----
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 06-1059331
(State of incorporation) (I.R.S. Employer
Identification No.)
ONE LIBERTY PLACE, 1650 MARKET ST., PHILADELPHIA, PA 19192
(Address of Principal Executive Offices) (Zip Code)
SAVINGS AND INVESTMENT PLUS PLAN
(Formerly the CIGNA EMPLOYEES MATCHED SAVINGS PLAN)
(Full Title of the Plan)
CAROL J. WARD
CORPORATE SECRETARY
CIGNA CORPORATION
ONE LIBERTY PLACE
1650 MARKET ST.
PHILADELPHIA, PA 19192
(215-761-1000)
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
===========================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Title of Proposed maximum Proposed maximum Amount of
Securities to be Amount to be offering price aggregate registration
registered registered per share offering price fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par
value $1.00 per 1,500,000 $ 63.50 (3) $95,250,000 (3) $32,846
share (1)(2) shares (1)(2)
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Securities registered hereunder include an equal number of Rights to
Purchase Junior Participating Preferred Stock, Series D, which are attached
to the shares of Common Stock referenced above. In addition, pursuant to
Rule 416(c) under the Securities Act of 1933, this Registration Statement
also covers an indeterminate number of plan interests to be offered and
sold pursuant to the Savings and Investment Plus Plan (the "Plan"). No
registration fee is required with respect to such securities.
(2) A prior Registration Statement on Form S-8 (Registration No. 2-76445) is
currently effective with respect to securities which may be issued pursuant
to the Plan, and is being incorporated herein by reference. See page 2.
(3) The offering price is estimated solely for purposes of determining the
registration fee in accordance with Rule 457(h) under the Securities Act of
1933, on the basis of the average of the high and low prices of the Common
Stock as reported in the consolidated reporting system of the New York
Stock Exchange on December 28, 1993.
<PAGE> 2
- EXPLANATORY NOTE -
A prior registration statement on Form S-8 (Reg. No. 2-76445) relating to
securities to be issued through the Plan is effective and on file with the
Securities and Exchange Commission. This new Registration Statement is being
filed for the principal purpose of increasing the number of shares of CIGNA
Corporation Common Stock registered for issuance pursuant to the terms of Plan.
As provided in General Instruction E to Form S-8, to the extent necessary to
include under this Registration Statement any registered but unsold securities
covered by the Plan's former registration statement, such former registration
statement is incorporated herein by reference.
- 2 -
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed with the Securities and
Exchange Commission (the "Commission") by CIGNA Corporation ("CIGNA") or the
Savings and Investment Plus Plan (the "Plan"), all in accordance with the
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (File No. 1-8323), and are incorporated herein by reference:
(a) CIGNA's Annual Report on Form 10-K for the year ended December
31, 1992;
(b) CIGNA's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1993;
(c) CIGNA's Current Reports on Form 8-K dated January 21, February
16, March 4, March 31, May 3, August 2, November 1, November 19, December 14
and December 21, 1993;
(d) The Plan's Annual Report on Form 11-K for the year ended December
31, 1992; and
(e) The description of CIGNA's Common Stock contained in CIGNA's
Registration Statement on Form 8-B dated March 22, 1982, the description of
Preferred Stock Purchase Rights contained in CIGNA's Registration Statement on
Form 8-A dated July 28, 1987, as amended by CIGNA's filings on Form 8 dated
August 11, 1987 and March 27, 1989, and any amendment or report filed for the
purpose of updating such descriptions.
All reports and other documents subsequently filed by CIGNA 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 which indicates that all securities
offered hereby 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 hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the 1,500,000 shares of Common Stock registered hereby
has been passed upon by Thomas W. O'Connell, Esquire. Mr. O'Connell was a
full-time employee of CIGNA at the time his opinion was delivered. As
permitted by Item 8(a) of Form S-8, such opinion relates only to original
issuance securities and not to securities acquired by the Plan on the open
market.
- 3 -
<PAGE> 4
The legality of the 250,000 shares of Common Stock registered pursuant
to the Plan's former registration statement on Form S-8 (Registration No.
2-76445), which registration statement has been incorporated herein by
reference, has previously been passed upon by counsel to CIGNA in connection
with Post-Effective Amendment No. 2 to such registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, CIGNA is
empowered to indemnify its directors and officers in the circumstances therein
provided.
Under Article VI of its Bylaws, CIGNA will indemnify any director or
officer of CIGNA, as well as any other persons who serve as directors or
officers of any other entity at the request of CIGNA, to the extent that such
persons' defense to any claim against them in such capacity is successful or to
the extent that they are determined to have acted in good faith and in a manner
such persons reasonably believed to be in or not opposed to the best interests
of CIGNA and, in the case of a criminal proceeding, as to which such persons
had no reasonable cause to believe that such conduct was unlawful. Article VI
will not provide indemnification to a director or officer who has been adjudged
to be liable to CIGNA, unless a competent court shall determine that such
indemnification is proper.
CIGNA is insured against liabilities which it may incur by reason of
Article VI of its Bylaws. In addition, directors and officers are insured, at
CIGNA's expense, against some liabilities which might arise out of their
employment and not be subject to indemnification under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Documents filed as Exhibits hereto are listed in the Exhibit Index
appearing on page E-1.
The registrant has previously submitted the Plan to the Internal
Revenue Service and received a favorable determination letter. The
registrant hereby undertakes to submit the Plan and any amendment thereto to
the Internal Revenue Service in a timely manner and make all changes required
by the Internal Revenue Service in order to qualify the Plan under Section 401
of the Internal Revenue Code.
ITEM 9. UNDERTAKINGS.
CIGNA hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
- 4 -
<PAGE> 5
(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, represent
a fundamental change in the information set forth in the
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by CIGNA Corporation 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant'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 the
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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 ("the Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under item 6 above, or otherwise, the
- 5 -
<PAGE> 6
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant 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 registrant 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 Act and
will be governed by the final adjudication of such issue.
- 6 -
<PAGE> 7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, 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 THE 31ST DAY OF DECEMBER, 1993.
CIGNA CORPORATION
By /s/ CAROL J. WARD
-------------------------------------
Carol J. Ward
Corporate Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
Principal Executive Officer:
*WILSON H. TAYLOR
- ----------------------------------------
Wilson H. Taylor
Chairman of the Board, Chief
Executive Officer and a Director
<TABLE>
<CAPTION>
Principal Financial Officer: Principal Accounting Officer:
<S> <C>
*JAMES G. STEWART *GARY A. SWORDS
------------------------------------- --------------------------------
James G. Stewart Gary A. Swords
Executive Vice President Vice President and
and Chief Financial Officer Chief Accounting Officer
Directors:
*ROBERT P. BAUMAN *GERALD D. LAUBACH
-------------------------------------- ---------------------------------
Robert P. Bauman Gerald D. Laubach
*EVELYN BEREZIN *PAUL F. OREFFICE
------------------------------------- ---------------------------------
Evelyn Berezin Paul F. Oreffice
*ROBERT H. CAMPBELL *CHARLES R. SHOEMATE
------------------------------------- ---------------------------------
Robert H. Campbell Charles R. Shoemate
*ALFRED C. DECRANE, JR. *LOUIS W. SULLIVAN, M.D.
------------------------------------- ---------------------------------
Alfred C. DeCrane, Jr. Louis W. Sullivan, M.D.
*JAMES F. ENGLISH, JR. *HICKS B. WALDRON
------------------------------------- ---------------------------------
James F. English, Jr. Hicks B. Waldron
*FRANK S. JONES *EZRA K. ZILKHA
------------------------------------- ---------------------------------
Frank S. Jones Ezra K. Zilkha
*ROBERT D. KILPATRICK
-------------------------------------
Robert D. Kilpatrick
*By /s/ CAROL J. WARD 12/31/93
-----------------------------
Carol J. Ward Date
Attorney in Fact
</TABLE>
- 7 -
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have 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
the 31st day of December, 1993.
SAVINGS AND INVESTMENT PLUS PLAN
By: /s/ DAVID DURHAM
-----------------
David Durham
Plan Administrator
- 8 -
<PAGE> 9
<TABLE>
<CAPTION>
Exhibit Index
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
4.1 Restated Certificate of Filed as Exhibit 3.1 to
Incorporation of CIGNA CIGNA Corporation's
Corporation as last Form 10-Q for the
amended October 2, 1990 quarter ended September
30, 1990 and
incorporated herein
by reference.
4.2 By-Laws of CIGNA Corporation Filed as Exhibit 4.2 to
as last amended and restated CIGNA Corporation's
December 9, 1991 Post-Effective
Amendment No. 1, dated
December 19, 1991, to
Form S-8 Registration
Statement No. 33-44371
and incorporated herein by
reference.
4.3 Form of Common Stock Filed as Exhibit 4.5 to
Certificate CIGNA Corporation's
Registration Statement
No. 33-47235 and
incorporated herein by
reference.
4.4 Description of Preferred Filed as Item 1 and
Stock Purchase Rights, Exhibit 1 to CIGNA
including the Rights Corporation's Form 8-A
Agreement dated as of Registration Statement
July 23, 1987 between dated July 28, 1987,
CIGNA Corporation and such Exhibit 1 amended
Morgan Shareholder Services by CIGNA Corporation's
Trust Company Amendment No. 1 on
Form 8 dated August 11,
1987 and incorporated
herein by reference.
4.5 Amended description of Filed as Item 1 and
Preferred Stock Purchase Exhibit 2 to CIGNA
Rights, including the Corporation's Amendment
First Amendment to the No. 2 on Form 8 dated
Rights Agreement dated March 27, 1989 and
as of March 22, 1989 between incorporated herein by
CIGNA Corporation and Morgan reference.
Shareholder Services Trust
Company
</TABLE>
E-1
<PAGE> 10
<TABLE>
<S> <C> <C>
5.1 Opinion of Counsel Filed herewith.
as to legality of
securities
23.1 Consent of Counsel Included in
Exhibit 5.1 filed
herewith.
23.2 Consent of Price Waterhouse Filed herewith.
24.1 Powers of Attorney Filed herewith.
24.2 Certified Directors' Filed herewith.
Resolutions as to
Signing of Registration
Statement Pursuant to Powers
of Attorney
28.1 Reconciliation of Schedule P Filed as Exhibit 29.1
to Total Statutory Reserves to CIGNA Corporation's
Form 10-K for the year
ended December 31,
1992, and incorporated
herein by reference.
28.2 Schedule P Filed as Exhibit 29.2
to CIGNA Corporation's
Form 10-K for the year
ended December 31,
1992, and incorporated
herein by reference.
</TABLE>
E-2
<PAGE> 1
Exhibit 5.1
Opinion of Counsel as to Legality of Securities
E-3
<PAGE> 2
CIGNA Companies
One Liberty Place
1650 Market Street
P.O. Box 7716
Philadelphia, PA 19192-1520
(215) 761-6246 Fax: (215) 761-5511/5512
Thomas W. O'Connell
Counsel
Corporate Law Department
December 31, 1993
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192
RE: CIGNA Savings and Investment Plus Plan
Sirs:
This opinion is being delivered in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") by CIGNA
Corporation ("CIGNA") on or about January 4, 1994 with the Securities and
Exchange Commission (the "Commission") pursuant to the requirements of the
Securities Act of 1933, as amended. Pursuant to the Registration Statement,
CIGNA is registering the offer and sale of 1,500,000 shares of its Common
Stock, par value $1.00 per share (the "Shares"), for issuance under the terms
and conditions of the above- referenced plan (the "Plan"). The Registration
Statement also covers an equal number of Rights to Purchase Junior
Participating Preferred Stock, Series D (the "Rights"), which are attached to
the Shares.
As Counsel for CIGNA, I am familiar with the Certificate of Incorporation
and the By-Laws of CIGNA, and with the terms of the Plan and the Plan's Summary
Plan Description and Prospectus. I have also examined, or caused to be
examined, such documents and instruments (including minutes of proceedings of
CIGNA's Board of Directors) and have made, or caused to be made, such further
investigation, as I have deemed necessary or appropriate in connection with
this opinion.
As permitted by Item 8(a) of Form S-8, this opinion extends only to those
securities offered and sold pursuant to the Plan which are original issuance
securities.
Based upon and subject to the foregoing, it is my opinion that the Shares
(together with the attached Rights), when duly issued and delivered against
full payment therefor in accordance with the terms of the Plan will be
legally issued, fully paid and non-assessable.
E-4
<PAGE> 3
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and I further consent to the appearance of my name in
the Registration Statement under the caption "Interests of Named Experts and
Counsel".
Very truly yours,
/s/ THOMAS W. O'CONNELL
-----------------------------
Thomas W. O'Connell
Counsel
CIGNA Corporation
TO'C/sks
E-5
<PAGE> 1
Exhibit 23.2
Consent of Price Waterhouse
E-6
<PAGE> 2
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 15, 1993, except as to Note
18 as to which the date is August 16, 1993, included in the Current Report on
Form 8-K of CIGNA Corporation dated December 14, 1993. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules
included in the same Form 8-K. We also consent to the incorporation by
reference of our report dated May 4, 1993 appearing on page
11-K-5 of the Annual Report on Form 11-K of CIGNA Corporation's Savings and
Investment Plus Plan for the year ended December 31, 1992.
/s/ PRICE WATERHOUSE
- --------------------------
PRICE WATERHOUSE
Philadelphia, Pennsylvania
January 3, 1994
<PAGE> 1
Exhibit 24.1
Powers of Attorney
E-8
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and
Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"),
hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J.
WARD and ROBERT A. LUKENS, 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 (A) in connection with the filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 or
the Securities Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ WILSON H. TAYLOR
-------------------------------
Wilson H. Taylor
E-9
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an Executive
Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes,
designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT
A. LUKENS, 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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ JAMES G. STEWART
-------------------------------
James G. Stewart
E-10
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ GARY A. SWORDS
-------------------------------
Gary A. Swords
E-11
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ ROBERT P. BAUMAN
-------------------------------
Robert P. Bauman
E-12
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ EVELYN BEREZIN
-------------------------------
Evelyn Berezin
E-13
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ ROBERT H. CAMPBELL
-------------------------------
Robert H. Campbell
E-14
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ ALFRED C. DECRANE, JR.
-------------------------------
Alfred C. DeCrane, Jr.
E-15
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ JAMES F. ENGLISH, JR.
-------------------------------
James F. English, Jr.
E-16
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ FRANK S. JONES
-------------------------------
Frank S. Jones
E-17
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ ROBERT D. KILPATRICK
-------------------------------
Robert D. Kilpatrick
E-18
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ GERALD D. LAUBACH
-------------------------------
Gerald D. Laubach
E-19
<PAGE> 13
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ PAUL F. OREFFICE
-------------------------------
Paul F. Oreffice
E-20
<PAGE> 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ CHARLES R. SHOEMATE
-------------------------------
Charles R. Shoemate
E-21
<PAGE> 15
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ LOUIS W. SULLIVAN
-------------------------------
Louis W. Sullivan
E-22
<PAGE> 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ HICKS B. WALDRON
-------------------------------
Hicks B. Waldron
E-23
<PAGE> 17
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of
CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates,
constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS,
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 (A) in connection with the filing with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934, both as amended, of:
(i) CIGNA's Annual Report on Form 10-K and all amendments thereto
(collectively, "CIGNA's Form 10-K");
(ii) any and all registration statements pertaining to employee
benefit or director compensation plans of CIGNA or its subsidiaries or
pertaining to the secondary offering of CIGNA securities by its officers
and directors, and all amendments thereto, including, without
limitation, amendments to CIGNA's registration statements on Form S-8
(Registration Numbers 2-76444, 2-76445 and 33-44371), and its
registration statements on Form S-3 (Registration Numbers 2-91972 and
2-97899);
(iii) all amendments to CIGNA's registration statement on Form
S-3 (Registration Number 33-47235) relating to $300 million of debt
securities and Common Stock which may be issuable upon conversion of the
debt securities.
(iv) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 33-39269) relating to $300 million of debt
securities;
(v) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-77343) pertaining to an offering of CIGNA Common
Stock; and
(vi) all amendments to CIGNA's registration statement on Form S-3
(Registration Number 2-98673) relating to put options; and
(B) in connection with the preparation, delivery and filing of any and all
registrations, amendments, qualifications or notifications under the applicable
securities laws of any and all states and other jurisdictions with respect to
securities of CIGNA, of whatever class or series, offered, sold, issued,
distributed, placed or resold by CIGNA, any of its subsidiaries, or any other
person or entity.
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, qualifications and notifications, and CIGNA's Form
10-K, 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 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. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May 15, 1994.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
24th day of February, 1993.
/s/ EZRA K. ZILKA
-------------------------------
Ezra K. Zilkha
E-24
<PAGE> 1
Exhibit 24.2
Certified Directors' Resolutions as to Signing of
Registration Statement Pursuant to Powers of Attorney
E-25
<PAGE> 2
Certified to be a true and correct copy of the resolutions adopted by the Board
of Directors of CIGNA Corporation at a meeting held on July 28, 1993, a quorum
being present, and such resolutions are still in full force and effect as of
this date of certification, not having been amended, modified or rescinded
since the date of their adoption.
- -------------------------------------------------------------------------------
* * * * *
RESOLVED, That the Corporation be, and
it hereby is, authorized to reserve for
issuance and to issue up to 1,500,000 shares
of its Common Stock, par value $1.00 per share
(together with 1,500,000 related Rights to
Purchase Junior Participating Preferred Stock,
Series D ("Rights")), to the CIGNA Savings and
Investment Plus Plan (the "Plan") and the
participants therein pursuant to the terms set
forth in the Plan, and that such shares
(hereinafter "Reserved Shares") and attached
Rights, when issued in accordance with the
terms of the Plan upon delivery of
consideration called for thereunder, shall be
validly issued, fully paid and non-assessable,
with no personal liability attached thereto.
RESOLVED, That the Chairman and Chief
Executive Officer, any Vice President, the
Secretary, the Treasurer (herein referred to
as "the Proper Officers of the Corporation")
and any other required Officer of the
Corporation be, and each such Officer hereby
is, authorized (a) to prepare, execute and
file with the Securities and Exchange
Commission ("SEC") on behalf and in the name
of the Corporation a registration statement on
such form, and any and all amendments thereto
(including post-effective amendments),
E-26
<PAGE> 3
exhibits and other documents relating thereto
(including amended, revised and additional
exhibits) (collectively, the "Registration
Statement"), as any such Officer shall
determine to be necessary or appropriate for
registration under the Securities Act of 1933,
as amended, of the offer and sale of (i)
1,500,000 shares of the Corporation's Common
Stock, par value $1.00 per share (together
with related Rights), (ii) shares and related
Rights, if any, previously the subject of
registration in connection with the Plan but
not yet issued on the date the Registration
Statement is filed, and (iii) as permitted in
rules promulgated by the SEC, an indeterminate
number of participation interests in the Plan;
and (b) to prepare and distribute, as required
or permitted by the rules of the Securities
and Exchange Commission, any prospectus,
prospectus supplement or amended prospectus
relating to the Registration Statement.
* * * * *
RESOLVED, That each Officer and
Director of the Corporation who may be
required to execute the Registration Statement
(whether on behalf of the Corporation or as an
Officer or Director thereof) is hereby
authorized to execute and deliver a power of
attorney appointing such person or persons
named therein as true and lawful attorneys and
agents to execute said Registration Statement
in the name, place and stead (in any such
capacity) of any such Officer or Director, and
to file any such power of attorney together
with the Registration Statement with the
Securities and Exchange Commission.
* * * * *
Date: December 31, 1993 /s/ CAROL J. WARD
-------------------------
Carol J. Ward
Corporate Secretary
E-27
