-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P0WHI/eu4ecDKgxUJR82yiHkeaMxi39hvu712yLVWoZeQjjYKMM4UnVWTT/bSc8I vzSrKBORnmCGDPxRQsdEBw== 0000893220-95-000399.txt : 19950608 0000893220-95-000399.hdr.sgml : 19950608 ACCESSION NUMBER: 0000893220-95-000399 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950607 EFFECTIVENESS DATE: 19950626 SROS: NYSE SROS: PHLX SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60053 FILM NUMBER: 95545613 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PL 1650 MARKET ST STREET 2: P O BOX 7716 CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157611000 S-8 1 FORM S-8 FOR CIGNA LONG-TERM INCENTIVE PLAN 1 As filed with the Securities and Exchange Commission on June 7, 1995 Registration No. 33-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 CIGNA CORPORATION (Exact name of registrant as specified in its charter) Delaware 06-1059331 (State of incorporation) (I.R.S. Employer Identification No.) One Liberty Place, 1650 Market St., Philadelphia, PA 19192 (Address of Principal Executive Offices) (Zip Code) CIGNA LONG-TERM INCENTIVE PLAN (Full Title Of The Plan) Carol J. Ward Corporate Secretary CIGNA Corporation One Liberty Place 1650 Market St. Philadelphia, PA 19192 (215-761-1000) (Name and address, including zip code, and telephone number, including area code, of agent for service) =========================================================================== CALCULATION OF REGISTRATION FEE
========================================================================================================================== Proposed maximum Proposed maximum Amount of Title of Securities to Amount to be offering price per aggregate offering registration fee be Registered registered share price - -------------------------------------------------------------------------------------------------------------------------- Common Stock par value $1.00 per share (1) 5,000,000 shares (1) $ 74.9375 (2) $374,687,500 (2) $129,202.59 (2) ==========================================================================================================================
(1) Securities registered hereunder include an equal number of Rights to Purchase Junior Participating Preferred Stock, Series D, which are attached to the shares of Common Stock referenced above. No registration fee is required with respect to such securities. (2) The offering price is estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, on the basis of the average of the high and low prices of the Common Stock as reported in the consolidated reporting system of the New York Stock Exchange on June 2, 1995. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed with the Securities and Exchange Commission (the "Commission") by CIGNA Corporation ("CIGNA") in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (File No. 1-8323), and are incorporated herein by reference: (a) CIGNA's Annual Report on Form 10-K for the year ended December 31, 1994, and Form 10-K/A, Amendment No. 1 thereto, dated April 25, 1995; (b) CIGNA's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995; (c) CIGNA's Current Reports on Form 8-K dated January 5, February 10, and May 2, 1995; and (e) The description of CIGNA's Common Stock contained in CIGNA's Registration Statement on Form 8-B dated March 22, 1982, the description of Preferred Stock Purchase Rights contained in CIGNA's Registration Statement on Form 8-A dated July 28, 1987, as amended by CIGNA's filings on Form 8 dated August 11, 1987 and March 27, 1989, and any amendment or report filed for the purpose of updating such descriptions. All reports and other documents subsequently filed by CIGNA pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The legality of the 5,000,000 shares of Common Stock registered hereby has been passed upon by Thomas W. O'Connell. Mr. O'Connell was a full-time employee of CIGNA at the time his opinion was delivered. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under Section 145 of the Delaware General Corporation Law, CIGNA is empowered to indemnify its directors and officers in the circumstances therein provided. Under Article VI of its Bylaws, CIGNA will indemnify any director or officer of CIGNA, as well as any other persons who -2- 3 serve as directors or officers of any other entity at the request of CIGNA, to the extent that such persons' defense to any claim against them in such capacity is successful or to the extent that they are determined to have acted in good faith and in a manner such persons reasonably believed to be in or not opposed to the best interests of CIGNA and, in the case of a criminal proceeding, as to which such persons had no reasonable cause to believe that such conduct was unlawful. Article VI will not provide indemnification to a director or officer who has been adjudged to be liable to CIGNA, unless a competent court shall determine that such indemnification is proper. CIGNA is insured against liabilities which it may incur by reason of Article VI of its Bylaws. In addition, directors and officers are insured, at CIGNA's expense, against some liabilities which might arise out of their employment and not be subject to indemnification under the Bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. ITEM 8. EXHIBITS. Documents filed as Exhibits hereto are listed in the Exhibit Index appearing on page E-1. ITEM 9. UNDERTAKINGS. CIGNA hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective -3- 4 amendment by those paragraphs is contained in periodic reports filed by CIGNA pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("the Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on the 7th day of June, 1995. CIGNA CORPORATION By /s/ CAROL J. WARD ---------------------------------- Carol J. Ward Corporate Secretary Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. Principal Executive Officer: *WILSON H. TAYLOR ------------------------------------- Wilson H. Taylor Chairman of the Board, Chief Executive Officer and a Director Principal Financial Officer: Principal Accounting Officer: *JAMES G. STEWART *GARY A. SWORDS ------------------------------------- -------------------------------- James G. Stewart Gary A. Swords Executive Vice President Vice President and and Chief Financial Officer Chief Accounting Officer Directors: *ROBERT P. BAUMAN *GERALD D. LAUBACH -------------------------------------- --------------------------------- Robert P. Bauman Gerald D. Laubach *ROBERT H. CAMPBELL *MARILYN W. LEWIS ------------------------------------- --------------------------------- Robert H. Campbell Marilyn W. Lewis *ALFRED C. DECRANE, JR. *PAUL F. OREFFICE ------------------------------------- --------------------------------- Alfred C. DeCrane, Jr. Paul F. Oreffice *JAMES F. ENGLISH, JR. *CHARLES R. SHOEMATE ------------------------------------- --------------------------------- James F. English, Jr. Charles R. Shoemate *BERNARD M. FOX *LOUIS W. SULLIVAN, M.D. ------------------------------------- --------------------------------- Bernard M. Fox Louis W. Sullivan, M.D. *FRANK S. JONES *EZRA K. ZILKHA ------------------------------------- --------------------------------- Frank S. Jones Ezra K. Zilkha *By /s/ CAROL J. WARD 6/7/95 ---------------------------- Carol J. Ward Date Attorney in Fact
-5- 6 Exhibit Index
Number Description Method of Filing - ------ ----------- ---------------- 4.1 Restated Certificate of Filed as Exhibit 3.1 to Incorporation of CIGNA CIGNA Corporation's Corporation as last Form 10-K for the amended October 2, 1990 year ended December 31, 1993 and incorporated herein by reference. 4.2 By-Laws of CIGNA Corporation Filed as Exhibit 4.2 to as last amended and restated CIGNA Corporation's December 9, 1991 Post-Effective Amendment No. 1, dated December 19, 1991, to Form S-8 Registration Statement No. 33-44371 and incorporated herein by reference. 4.3 Description of Common Stock Filed as Item 1 to CIGNA Corporation's Form 8-B dated March 22, 1982 and incorporated herein by reference. 4.4 Description of Preferred Filed as Item 1 and Stock Purchase Rights, Exhibit 1 to CIGNA including the Rights Corporation's Form 8-A Agreement dated as of Registration Statement July 23, 1987 between dated July 28, 1987, CIGNA Corporation and such Exhibit 1 amended Morgan Shareholder Services by CIGNA Corporation's Trust Company Amendment No. 1 on Form 8 dated August 11, 1987 and incorporated herein by reference. 4.5 Amended description of Filed as Item 1 and Preferred Stock Purchase Exhibit 2 to CIGNA Rights, including the Corporation's Amendment First Amendment to the No. 2 on Form 8 dated Rights Agreement dated March 27, 1989 and as of March 22, 1989 between incorporated herein by CIGNA Corporation and Morgan reference. Shareholder Services Trust Company
E-1 7 4.6 CIGNA Long-Term Incentive Filed as Appendix A to Plan the CIGNA Corporation's Definitive Proxy Statement on Schedule 14A dated March 20, 1995, and incorporated herein by reference. 5 Opinion of Counsel Filed herewith. as to legality of securities 23.1 Consent of Counsel Included in Exhibit 5 filed herewith. 23.2 Consent of Price Waterhouse Filed herewith. 24 Powers of Attorney Filed herewith. 28.1 Reconciliation of Schedule P Filed as Exhibit 28.1 to Total Statutory Reserves to CIGNA Corporation's Form 10-K for the year ended December 31, 1994, and incorporated herein by reference. 28.2 Revised Schedule P to the Filed as Exhibit 28.2 Annual Statement for to CIGNA Corporation's the Year 1994 of ICNA and Form 10-K/A - Amendment its Affiliates No. 1 to Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated herein by reference.
E-2 EX-5 2 OPINION OF COUNSEL AS TO LEGALITY OF SECURITIES 1 Exhibit 5 Opinion of Counsel as to Legality of Securities E-3 2 Thomas W. O'Connell Counsel Corporate Law Department [CIGNA LOGO] OLP-52 1650 Market Street P. O. Box 7716 Philadelphia, PA 19192-1520 Telephone 215-761-6246 Facsimile 215-761-5715/5511 June 7, 1995 CIGNA Corporation One Liberty Place 1650 Market Street Philadelphia, PA 19192 RE: CIGNA Long-Term Incentive Plan Sirs: This opinion is being delivered in connection with the filing of a Registration Statement on Form S-8 (the "Registration Statement") by CIGNA Corporation ("CIGNA") on or about June 7, 1995 with the Securities and Exchange Commission (the "Commission") pursuant to the requirements of the Securities Act of 1933, as amended. Pursuant to the Registration Statement, CIGNA is registering the offer and sale of 5,000,000 shares of its Common Stock, par value $1.00 per share (the "Shares"), for issuance under the terms and conditions of the above-referenced plan ("Plan"). The Registration Statement also covers an equal number of Rights to Purchase Junior Participating Preferred Stock, Series D (the "Rights"), which are attached to the Shares. As Counsel for CIGNA, I am familiar with the Certificate of Incorporation and the By-Laws of CIGNA, and with the terms of the Plan. I have also examined, or caused to be examined, such certificates, documents and instruments (including minutes of proceedings of CIGNA's Board of Directors) and have made, or caused to be made, such further investigation, as I have deemed necessary or appropriate in connection with this opinion. Based upon the foregoing, it is my opinion that the Shares (together with the attached Rights), when duly issued and delivered in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. This opinion is limited to the General Corporation Law of the State of Delaware and the federal securities laws of the United States of America. E-4 3 I hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement, and I further consent to the appearance of my name in the Registration Statement under the caption "Interests of Named Experts and Counsel". Very truly yours, /s/ Thomas W. O'Connell Thomas W. O'Connell Counsel CIGNA Corporation TO'C/ba E-5 EX-23.2 3 CONSENT OF PRICE WATERHOUSE 1 Exhibit 23.2 Consent of Price Waterhouse E-6 2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 13, 1995, which appears on page 46 of the 1994 Annual Report to Shareholders of CIGNA Corporation, which is incorporated by reference in CIGNA Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page FS-2 of such Annual Report on Form 10-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 7, 1995 E-7 EX-24 4 POWERS OF ATTORNEY 1 Exhibit 24 Powers of Attorney E-8 2 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ ROBERT P. BAUMAN ----------------------------------- Robert P. Bauman 3 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form l0-K and all amendments thereto (collectively, "CIGNA's Form l0-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form l0-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ ROBERT H. CAMPBELL ----------------------------------- Robert H. Campbell 4 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ ALFRED C. DECRANE, JR. ----------------------------------- Alfred C. DeCrane, Jr. 5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ JAMES F. ENGLISH, JR. ----------------------------------- James F. English, Jr. 6 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ BERNARD M. FOX ----------------------------------- Bernard M. Fox 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ FRANK S. JONES ----------------------------------- Frank S. Jones 8 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ GERALD D. LAUBACH ----------------------------------- Gerald D. Laubach 9 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ MARILYN W. LEWIS ----------------------------------- Marilyn W. Lewis 10 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ PAUL F. OREFFICE ----------------------------------- Paul F. Oreffice 11 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ CHARLES R. SHOEMATE ----------------------------------- Charles R. Shoemate 12 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ LOUIS W. SULLIVAN, M.D. ----------------------------------- Louis W. Sullivan, M.D. 13 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ WILSON H. TAYLOR ----------------------------------- Wilson H. Taylor 14 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ EZRA K. ZILKHA ----------------------------------- Ezra K. Zilkha 15 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an Executive Officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ JAMES G. STEWART ----------------------------------- James G. Stewart 16 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer of CIGNA Corporation, a Delaware corporation ("CIGNA"), hereby makes, designates, constitutes and appoints THOMAS J. WAGNER, CAROL J. WARD and ROBERT A. LUKENS, and each of them (with full power to act without the other), as the undersigned's true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned (A) in connection with the filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, of: (i) CIGNA's Annual Report on Form 10-K and all amendments thereto (collectively, "CIGNA's Form 10-K"); (ii) any and all registration statements pertaining to employee benefit or director compensation plans of CIGNA or its subsidiaries or pertaining to the secondary offering of CIGNA securities by its officers and directors, and all amendments thereto, including, without limitation, a registration statement on Form S-8 pertaining to offerings by CIGNA of Common Stock pursuant to the proposed CIGNA Long-Term Incentive Plan; CIGNA's registration statements on Form S-8 (Registration Numbers 2-76444, 2-76445, 33-51791 and 33-44371); and its registration statements on Form S-3 (Registration Numbers 2-91972 and 2-97899); (iii) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-65396) relating to $900 million of debt securities, Preferred Stock and Common Stock; (iv) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 33-39269) relating to $300 million of debt securities; (v) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-77343) pertaining to an offering of CIGNA Common Stock; (vi) all amendments to CIGNA's registration statement on Form S-3 (Registration Number 2-98673) relating to put options; and (B) in connection with the preparation, delivery and filing of any and all registrations, amendments, qualifications or notifications under the applicable securities laws of any and all states and other jurisdictions with respect to securities of CIGNA, of whatever class or series, offered, sold, issued, distributed, placed or resold by CIGNA, any of its subsidiaries, or any other person or entity. Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to execute and deliver all such registration statements, registrations, amendments, qualifications and notifications, and CIGNA's Form 10-K, to execute and deliver any and all such other documents, and to take further action as they, or any of them, deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities herein granted. This Power of Attorney expires by its terms and shall be of no further force and effect on May 15, 1996. IN WITNESS WHEREOF, the undersigned has executed this document as of the 22nd day of February, 1995. /s/ GARY A. SWORDS ----------------------------------- Gary A. Swords -----END PRIVACY-ENHANCED MESSAGE-----