As filed with the Securities and Exchange Commission on July 23, 1997
Registration No. _________
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 19192-1550
(Address of Principal Executive Offices) (Zip Code)
CIGNA-HEALTHSOURCE STOCK PLAN OF 1997
(Full title of the plan)
Carol J. Ward
Corporate Secretary
CIGNA Corporation
One Liberty Place
1650 Market St.
Philadelphia, PA 19192-1550
(Name and address of agent for service)
(215) 761-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered share (2) price (2) fee
- --------------------------------------------------------------------------------
Common Stock
par value $1.00 2,000,000
per share (1) shares (1) $187.25 $374,500,000 $113,473.50
================================================================================
(1) Securities registered 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) 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 July 18,
1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by CIGNA Corporation ("CIGNA")
with the Securities and Exchange Commission (the "Commission") in accordance
with the provisions of the Securities Exchange Act of 1934 (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, 1996;
(b) CIGNA's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
(c) CIGNA's Current Reports on Form 8-K dated February 11, February
28, March 5, March 31 and April 30, 1997;
(d) The description of CIGNA's Common Stock contained in CIGNA's
Registration Statement on Form 8-B dated March 22, 1982, as amended, including
all amendments and reports for the purpose of updating such description; and
(e) The description of Preferred Stock Purchase Rights contained in
CIGNA's Registration Statement on Form 8-A dated July 23, 1997, as amended by
any other amendments and reports filed for the purpose of updating such
description.
All 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 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. Such incorporation by reference will
not be deemed to specifically incorporate by reference the information referred
to in Item 402(a)(8) of Regulation S-K.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the 2,000,000 shares of Common Stock
registered hereby has been passed upon by Charles A. Brawley,
III. Mr. Brawley was a full-time employee of CIGNA at the time
his opinion was delivered.
2
<PAGE>
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 By-Laws, 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 court of competent jurisdiction shall determine that
such indemnification is proper.
CIGNA is insured against liabilities which it may incur by reason of
Article VI of its By-Laws. 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 By-Laws.
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. Notwithstanding the foregoing, any
increase or
3
<PAGE>
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in 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 registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective 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
4
<PAGE>
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.
5
<PAGE>
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
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
23rd day of July, 1997.
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
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 *PAUL F. OREFFICE
--------------------------------- ---------------------------------
Robert P. Bauman 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
*BERNARD M. FOX
--------------------------------- ---------------------------------
Bernard M. Fox Harold A. Wagner
*MARILYN W. LEWIS *CAROL COX WAIT
--------------------------------- ---------------------------------
Marilyn W. Lewis Carol Cox Wait
*By /s/Carol J. Ward 7/23/97
-------------------- -------
Carol J. Ward Date
Attorney-in-Fact
6
<PAGE>
Exhibit Index
Number Description Method of Filing
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 Stock Filed as Item 1 and
Purchase Rights, including the Exhibit 1 to CIGNA
Rights Agreement dated as of Corporation's Form 8-A
July 23, 1997 between CIGNA Registration Statement
Corporation and First Chicago dated July 23, 1997
Trust Company of New York
5 Opinion of Counsel as to Filed herewith.
legality of securities
23.1 Consent of Price Waterhouse LLP Filed herewith.
23.2 Consent of Counsel Included on Exhibit 5
filed herewith.
24 Powers of Attorney Filed herewith.
E-1
Exhibit 5
Charles A. Brawley, III
Counsel
Corporate Law Department
July 23, 1997 OL52A
PO Box 7716
1650 Market Street
One Liberty Place
Philadelphia, PA 19192-1520
Telephone 215-761-3927
Facsimile 215-761-5715
CIGNA Corporation
One Liberty Place
1650 Market Street
Philadelphia, PA 19192
RE: CIGNA-Healthsource Stock Plan of 1997
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 July 23, 1997 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 2,000,000 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.
I have acted as counsel for the Company in connection with the filing of the
Registration Statement. In so acting, I have made such investigation, including
the examination of originals or copies, certified or otherwise identified to my
satisfaction, of such corporate documents and instruments as I have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. In
connection therewith, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
original documents of all documents submitted to me as certified or photostatic
copies. As to questions of fact material to such opinion, I have relied upon
representations of officers or representatives of the Company.
Based upon the foregoing, I am of the 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.
<PAGE>
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 Names Experts and
Counsel".
Very truly yours,
/s/ Charles A. Brawley, III
Counsel
CIGNA Corporation
Exhibit 23.1
Consent of Price Waterhouse LLP
<PAGE>
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 11, 1997, which appears on
page 44 of the 1996 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, 1996. 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.
/s/PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
July 23, 1997
Exhibit 24
Powers of Attorney
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Robert P. Bauman
-------------------------------------
Robert P. Bauman
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Robert H. Campbell
-------------------------------------
Robert H. Campbell
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Alfred C. DeCrane, Jr.
-------------------------------------
Alfred C. DeCrane, Jr.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Bernard M. Fox
-------------------------------------
Bernard M. Fox
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 her own act and deed, all action lawfully taken by such
attorneys-in-fact and agents, or any of them, or by their respective
substitutes, pursuant to the powers and authorities herein granted. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Marilyn W. Lewis
-------------------------------------
Marilyn W. Lewis
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Paul F. Oreffice
-------------------------------------
Paul F. Oreffice
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Charles R. Shoemate
-------------------------------------
Charles R. Shoemate
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Louis W. Sullivan, M.D.
-------------------------------------
Louis W. Sullivan, M.D.
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ James G. Stewart
-------------------------------------
James G. Stewart
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Gary A. Swords
-------------------------------------
Gary A. Swords
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the
Securities Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Wilson H. Taylor
-------------------------------------
Wilson H. Taylor
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS 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 l933 or the Securities
Exchange Act of l934, 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, and all amendments thereto, including, without limitation,
a registration statement on Form S-8 for the offering of 1,000,000
shares of CIGNA Common Stock under the CIGNA Stock Plan and CIGNA's
registration statements on Form S-8 (Registration Numbers 2-76444,
2-76445, 33-51791, 33-44371 and 33-60053);
(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; 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 her own act and deed, all action lawfully taken by such
attorneys-in-fact and agents, or any of them, or by their respective
substitutes, pursuant to the powers and authorities herein granted. This Power
of Attorney expires by its terms and shall be of no further force and effect on
May l5, l998.
IN WITNESS WHEREOF, the undersigned has executed this document as of the
26th day of February, l997.
/s/ Carol Cox Wait
-------------------------------------
Carol Cox Wait
