As filed with the Securities and Exchange Commission on November 12, 1999
Registration No. 333-
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 Street, Philadelphia, PA 19192-1550
(Address of Principal Executive Offices) (Zip Code)
Deferred Compensation Plan
of
CIGNA Corporation and Participating Subsidiaries
(Full title of the plan)
Thomas J. Wagner
Executive Vice President and General Counsel
CIGNA Corporation
One Liberty Place
1650 Market Street
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
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- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price per offering registration
to be registered registered share (1) price (2) fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Compensation $30,000,000 100% $30,000,000 $8,340
Obligations (1)
====================================================================================================================
<FN>
(1) The Deferred Compensation Obligations are unsecured and unsubordinated
obligations of CIGNA Corporation to pay certain deferred compensation in
the future in accordance with the terms of the Deferred Compensation Plan
of CIGNA Corporation and Participating Subsidiaries.
(2) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933.
</FN>
</TABLE>
<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") pursuant to
Section 13(a) of the Securities Exchange Act of 1934 (the "1934 Act") and are
incorporated herein by reference:
(a) CIGNA's Annual Report on Form 10-K for the year ended December 31,
1998;
(b) CIGNA's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, June 30 and September 30, 1999; and
(c) CIGNA's Current Reports on Form 8-K dated January 12, February 9,
May 3, July 2, August 2 and November 1, 1999.
All documents filed by CIGNA pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date hereof and prior to the termination
of the offering of the securities registered pursuant to this Registration
Statement shall be deemed to be incorporated by reference into this Registration
Statement and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part hereof, except as so modified or superseded.
Item 4. Description of Securities.
Under the Deferred Compensation Plan of CIGNA Corporation and
Participating Subsidiaries (the "Plan"), CIGNA will provide eligible employees
of CIGNA the opportunity to defer certain compensation. The obligations of CIGNA
under the Plan (the "Obligations") will be unsecured and unsubordinated general
obligations of CIGNA to pay certain deferred compensation in cash in the future
in accordance with the terms of the Plan. The Obligations will rank on a parity
with other unsecured and unsubordinated indebtedness of CIGNA from time to time
outstanding. Because CIGNA is a holding company, the right of CIGNA, and hence
the right of creditors of CIGNA (including participants in the Plan), to
participate in any distribution of the assets of any subsidiary upon its
liquidation or reorganization or otherwise is necessarily subject to the prior
claims of creditors of the subsidiary, except to the extent that claims of CIGNA
itself as a creditor of the subsidiary may be recognized.
The amount of compensation to be deferred by each participating
eligible employee of CIGNA (each a "Participant") will be determined based on
elections made by each Participant in accordance with the terms of the Plan. The
Obligations will be payable on the date or dates, and in the manner, selected by
each Participant in accordance with the terms of the Plan. The Obligations will
be indexed to one or more hypothetical investments ("Crediting Options") in
accordance with the terms of the Plan. In accordance with the terms of the Plan,
CIGNA may provide Participants with a single Crediting Option or with multiple
Crediting Options. In the latter case, the corresponding Obligations held by
each Participant will be hypothetically allocated among and indexed to the
available Crediting Options based on selections made by the Participant from
time to time in accordance with the terms of the Plan. In either case, the
Obligations held by each Participant will be adjusted to reflect the investment
experience, whether positive or negative, of the Crediting Option or Crediting
Options to which the Obligations are indexed. The Obligations will be
denominated and be payable in United States dollars.
A Participant's right or the right of any other person to the
Obligations cannot be assigned or transferred, except upon the death of a
Participant pursuant to a written designation of a beneficiary or beneficiaries
under the Plan, by will or by applicable laws of descent and distribution.
1
<PAGE>
The Obligations are not subject to redemption by CIGNA, in whole or in
part, prior to the applicable payment date or dates specified by each
Participant either at the option of CIGNA or through operation of a mandatory or
optional sinking fund or analogous provision.
The Obligations are not convertible into another security of CIGNA.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of CIGNA. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
CIGNA has the right to amend or terminate the Plan at any time, except
that no such amendment or termination shall reduce the amount of the Obligations
held by a Participant, valued as of the close of business on the last business
day of the month immediately preceding the amendment or termination.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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. Under Article VI,
CIGNA 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 that 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 5.
Item 9. Undertakings.
The undersigned registrant 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 (the "1933 Act");
2
<PAGE>
(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 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, Form S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the 1934 Act that
are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 1933 Act, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the 1934 Act) 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 1933 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
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
3
<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, as of the
12th day of November, 1999.
CIGNA CORPORATION
By: /s/ Thomas J. Wagner
------------------------
Thomas J. Wagner
Executive Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of the 12th day of November, 1999.
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:
/s/ James G. Stewart /s/ James A. Sears
- ------------------------ ------------------------
James G. Stewart James A. Sears
Executive Vice President Vice President and
and Chief Financial Officer Chief Accounting Officer
Directors:
*ROBERT P. BAUMAN *CHARLES R. SHOEMATE
- ------------------------ ------------------------
Robert P. Bauman Charles R. Shoemate
*ROBERT H. CAMPBELL *LOUIS W. SULLIVAN, M.D.
- ------------------------ ------------------------
Robert H. Campbell Louis W. Sullivan
*ALFRED C. DECRANE, JR. *HAROLD A. WAGNER
- ------------------------ ------------------------
Alfred C. DeCrane, Jr. Harold A. Wagner
*H. EDWARD HANWAY *CAROL COX WAIT
- ------------------------ ------------------------
H. Edward Hanway Carol Cox Wait
*PETER N. LARSON *MARILYN WARE
- ------------------------ ------------------------
Peter N. Larson Marilyn Ware
*JOSEPH NEUBAUER
- ------------------------
Joseph Neubauer
*By: /s/ Thomas J. Wagner
------------------------
Thomas J. Wagner
Attorney-in-Fact
4
<PAGE>
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EXHIBIT INDEX
Number Description Method of Filing
- ------ ----------- ----------------
4.1 Deferred Compensation Plan of CIGNA Filed as Exhibit 10.15 to the
Corporation and Participating Subsidiaries as registrant's Form 10-K for the year
amended and restated as of January 1, 1996 ended December 31, 1995 and
incorporated herein by reference.
4.2 Amendment No. 1 dated as of December 16, 1996 Filed as Exhibit 10.9(b) to the
to Deferred Compensation Plan of CIGNA registrant's Form 10-K for the year
Corporation and Participating Subsidiaries ended December 31, 1996 and
incorporated herein by reference.
5 Opinion regarding legality of the securities Filed herewith.
being registered
23 Consent of Independent Accountants Filed herewith.
24 Powers of Attorney Filed herewith.
</TABLE>
Exhibit 5
CIGNA Corporation
Two Liberty Place
1601 Chestnut Street
Philadelphia, PA 19192
November 12, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sir or Madam:
I am a Senior Counsel of CIGNA Corporation, a Delaware corporation (the
"Company"), and I am delivering this opinion in connection with the filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
for the purpose of registering $30 million of deferred compensation obligations
(the "Deferred Compensation Obligations"), which represent unsecured and
unsubordinated obligations of the Company to pay deferred compensation in the
future in accordance with the terms of the Deferred Compensation Plan of CIGNA
Corporation and Participating Subsidiaries (the "Plan").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records of the Company and
other instruments as I have deemed necessary or appropriate for the purposes of
this opinion, including (a) the Restated Certificate of Incorporation and the
By-Laws of the Company, (b) the Plan, (c) resolutions adopted by the Board of
Directors of the Company and/or the People Resources Committee thereof and (d)
the Registration Statement.
Based upon the foregoing, I am of the opinion that, when issued in
accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ John G. Chou
Exhibit 23
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 9, 1999 relating to the
financial statements, which appears in the 1998 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, 1998. We also consent
to the incorporation by reference of our report dated February 9, 1999 relating
to the financial statement schedules, which appears in such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
November 12, 1999
Exhibit 24
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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ Robert P. Bauman
---------------------------
Robert P. Bauman
24-1
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 21st of July, 1999.
/s/ Robert H. Campbell
---------------------------
Robert H. Campbell
24-2
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ Alfred C. DeCrane, Jr.
---------------------------
Alfred C. DeCrane, Jr.
24-3
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ H. Edward Hanway
---------------------------
H. Edward Hanway
24-4
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ Peter N. Larson
---------------------------
Peter N. Larson
24-5
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 21st of July, 1999.
/s/ Joseph Neubauer
---------------------------
Joseph Neubauer
24-6
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 27th of July, 1999.
/s/ Charles R. Shoemate
---------------------------
Charles R. Shoemate
24-7
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 26th of July, 1999.
/s/ Louis W. Sullivan, M.D.
---------------------------
Louis W. Sullivan, M.D.
24-8
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ Wilson H. Taylor
---------------------------
Wilson H. Taylor
24-9
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 28th of July, 1999.
/s/ Harold A. Wagner
---------------------------
Harold A. Wagner
24-10
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 22nd of September, 1999.
/s/ Carol Cox Wait
---------------------------
Carol Cox Wait
24-11
<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 preparation, delivery and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a registration statement on Form S-8 (including any pre- or
post-effective amendments) for the issuance of deferred compensation obligations
under the Deferred Compensation Plan of CIGNA Corporation and Participating
Subsidiaries (the "Plan") and (B) in connection with the preparation, delivery
and filing of any registrations, amendments, qualifications or notifications
related to such deferred compensation obligations or the Plan that may be
required under the applicable securities laws of any states and other
jurisdictions.
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 such registration statement and all
amendments thereto and all such registrations, amendments, qualifications and
notifications, to execute and deliver any and all other necessary 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.
IN WITNESS WHEREOF, the undersigned has executed this document as of
the 23rd of July, 1999.
/s/ Marilyn Ware
---------------------------
Marilyn Ware
24-12
