<PAGE> 1
As filed with the Securities and Exchange Commission on June 7, 1995
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)
CIGNA LONG-TERM INCENTIVE 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>
==========================================================================================================================
Proposed maximum Proposed maximum Amount of
Title of Securities to Amount to be offering price per aggregate offering registration fee
be Registered registered share price
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value
$1.00 per share (1) 5,000,000 shares (1) $ 74.9375 (2) $374,687,500 (2) $129,202.59 (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. No registration fee is
required with respect to such securities.
(2) 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 June 2, 1995.
<PAGE> 2
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") 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, 1994, and Form 10-K/A, Amendment No. 1 thereto, dated April 25, 1995;
(b) CIGNA's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995;
(c) CIGNA's Current Reports on Form 8-K dated January 5, February 10,
and May 2, 1995; 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 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 5,000,000 shares of Common Stock registered hereby
has been passed upon by Thomas W. O'Connell. Mr. O'Connell was a full-time
employee of CIGNA at the time his opinion was delivered.
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
-2-
<PAGE> 3
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.
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:
(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 paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective
-3-
<PAGE> 4
amendment by those paragraphs is contained in periodic reports filed by CIGNA
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 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.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
the 7th day of June, 1995.
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:
<TABLE>
<S> <C>
*WILSON H. TAYLOR
-------------------------------------
Wilson H. Taylor
Chairman of the Board, Chief
Executive Officer and a Director
Principal Financial Officer: Principal Accounting Officer:
*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
*ROBERT H. CAMPBELL *MARILYN W. LEWIS
------------------------------------- ---------------------------------
Robert H. Campbell Marilyn W. Lewis
*ALFRED C. DECRANE, JR. *PAUL F. OREFFICE
------------------------------------- ---------------------------------
Alfred C. DeCrane, Jr. Paul F. Oreffice
*JAMES F. ENGLISH, JR. *CHARLES R. SHOEMATE
------------------------------------- ---------------------------------
James F. English, Jr. Charles R. Shoemate
*BERNARD M. FOX *LOUIS W. SULLIVAN, M.D.
------------------------------------- ---------------------------------
Bernard M. Fox Louis W. Sullivan, M.D.
*FRANK S. JONES *EZRA K. ZILKHA
------------------------------------- ---------------------------------
Frank S. Jones Ezra K. Zilkha
*By /s/ CAROL J. WARD 6/7/95
----------------------------
Carol J. Ward Date
Attorney in Fact
</TABLE>
-5-
<PAGE> 6
Exhibit Index
<TABLE>
<CAPTION>
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-K for the
amended October 2, 1990 year ended December 31,
1993 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 Description of Common Stock Filed as Item 1 to
CIGNA Corporation's
Form 8-B dated March
22, 1982 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> 7
<TABLE>
<S> <C> <C>
4.6 CIGNA Long-Term Incentive Filed as Appendix A to
Plan the CIGNA Corporation's
Definitive Proxy
Statement on Schedule
14A dated March 20,
1995, and incorporated
herein by reference.
5 Opinion of Counsel Filed herewith.
as to legality of
securities
23.1 Consent of Counsel Included in
Exhibit 5 filed
herewith.
23.2 Consent of Price Waterhouse Filed herewith.
24 Powers of Attorney Filed herewith.
28.1 Reconciliation of Schedule P Filed as Exhibit 28.1
to Total Statutory Reserves to CIGNA Corporation's
Form 10-K for the year
ended December 31,
1994, and incorporated
herein by reference.
28.2 Revised Schedule P to the Filed as Exhibit 28.2
Annual Statement for to CIGNA Corporation's
the Year 1994 of ICNA and Form 10-K/A - Amendment
its Affiliates No. 1 to Annual Report
on Form 10-K for the
year ended December 31,
1994, and incorporated
herein by reference.
</TABLE>
E-2
<PAGE> 1
Exhibit 5
Opinion of Counsel as to Legality of Securities
E-3
<PAGE> 2
Thomas W. O'Connell
Counsel
Corporate Law Department
[CIGNA LOGO]
OLP-52
1650 Market Street
P. O. Box 7716
Philadelphia, PA 19192-1520
Telephone 215-761-6246
Facsimile 215-761-5715/5511
June 7, 1995
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192
RE: CIGNA Long-Term Incentive 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 June 7, 1995 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 5,000,000 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 ("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. I have also
examined, or caused to be examined, such certificates, 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.
Based upon the foregoing, it is my opinion that the Shares
(together with the attached Rights), when duly issued and delivered in
accordance with the terms of the Plan, will be legally issued, fully paid and
non-assessable.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of America.
E-4
<PAGE> 3
I hereby consent to the use of this opinion as Exhibit 5 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/ba
E-5
<PAGE> 1
Exhibit 23.2
Consent of Price Waterhouse
E-6
<PAGE> 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 13, 1995, which appears on
page 46 of the 1994 Annual Report to Shareholders of CIGNA Corporation, which
is incorporated by reference in CIGNA Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page FS-2 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 7, 1995
E-7
<PAGE> 1
Exhibit 24
Powers of Attorney
E-8
<PAGE> 2
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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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
l0-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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ ROBERT P. BAUMAN
-----------------------------------
Robert P. Bauman
<PAGE> 3
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 l0-K and all amendments
thereto (collectively, "CIGNA's Form l0-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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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
l0-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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ ROBERT H. CAMPBELL
-----------------------------------
Robert H. Campbell
<PAGE> 4
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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ ALFRED C. DECRANE, JR.
-----------------------------------
Alfred C. DeCrane, Jr.
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ JAMES F. ENGLISH, JR.
-----------------------------------
James F. English, Jr.
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ BERNARD M. FOX
-----------------------------------
Bernard M. Fox
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ FRANK S. JONES
-----------------------------------
Frank S. Jones
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ GERALD D. LAUBACH
-----------------------------------
Gerald D. Laubach
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ MARILYN W. LEWIS
-----------------------------------
Marilyn W. Lewis
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ PAUL F. OREFFICE
-----------------------------------
Paul F. Oreffice
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ CHARLES R. SHOEMATE
-----------------------------------
Charles R. Shoemate
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ LOUIS W. SULLIVAN, M.D.
-----------------------------------
Louis W. Sullivan, M.D.
<PAGE> 13
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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ WILSON H. TAYLOR
-----------------------------------
Wilson H. Taylor
<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, a registration statement
on Form S-8 pertaining to offerings by CIGNA of Common Stock
pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's
registration statements on Form S-8 (Registration Numbers
2-76444, 2-76445, 33-51791 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 33-65396) relating to $900
million of debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ EZRA K. ZILKHA
-----------------------------------
Ezra K. Zilkha
<PAGE> 15
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, a registration statement on Form S-8
pertaining to offerings by CIGNA of Common Stock pursuant to the
proposed CIGNA Long-Term Incentive Plan; CIGNA's registration
statements on Form S-8 (Registration Numbers 2-76444, 2-76445,
33-51791 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 33-65396) relating to $900 million of
debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ JAMES G. STEWART
-----------------------------------
James G. Stewart
<PAGE> 16
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, a registration statement on Form S-8
pertaining to offerings by CIGNA of Common Stock pursuant to the
proposed CIGNA Long-Term Incentive Plan; CIGNA's registration
statements on Form S-8 (Registration Numbers 2-76444, 2-76445,
33-51791 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 33-65396) relating to $900 million of
debt securities, Preferred Stock and Common Stock;
(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;
(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, 1996.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd day of February, 1995.
/s/ GARY A. SWORDS
-----------------------------------
Gary A. Swords
